Fei3 2 4 2016

COUNCIL CHAMBER 160339 February 24, 2016

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 Eleven, (Downtown Connection TIF District or District) and established a Board of Directors for the District to promote development or redevelopment in the Downtown Connection area pursuant to Ordinance No. 26020, authorized by the City Council on June 8, 2005, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as amended; and

WHEREAS, on August 29, 2005, City Council authorized the Project Plan and Reinvestment Zone Financing Plan for the Downtown Connection TIF District by Ordinance No. 26096; 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 State Comptroller; and

WHEREAS, on January 14, 2016, the Downtown Connection TIF District Board of Directors passed a motion accepting the FY 2015 Annual Report for Tax Increment Financing Reinvestment Zone Number Eleven and recommending approval of same by the City Council.

NOW, THEREFORE,

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

Section 1. That the FY 2015 Annual Report for Tax Increment Financing Reinvestment Zone Number Eleven, (Downtown Connection TIF District), City of Dallas, Texas, as of September 30, 2015, 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 2015 Annual Report for Tax Increment Financing Reinvestment Zone Number Eleven, 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.

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FEi3 2 4 2016

fi City Secretary 160339

Exhibit A

Downtown Connection TIF District FY 2015 Annual Report

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Exhibit A Downtown Connection TIF District FY 2015 Annual Report Table of Contents

Mission Statement 4 District Accomplishments 4 Value and Increment Revenue Summary 10 Development Goals and Objectives 10 Year-End Summary of Meetings 14 Budget and Spending Status 14 MIWBE Participation 22 FY 2015 Work Program 23 District Financials 24

3 160339

Exhibit A Downtown Connection TIE District FY 2015 Annual Report Mission Statement

The mission of the Downtown Connection Tax Increment Financing District is to create a fund for public capital improvements in the core of Downtown essential for development of key spaces and buildings as well as focusing on catalys,t projects to create a greater density and critical mass of development within the Main Street core area.

The Downtown Connection TIF District was initiated by petition, pursuant to Section 311.005 (a)(5), Texas Tax Code through the sponsorship of the Downtown Improvement District and the Uptown Improvement District. The Downtown Connection TIF District took effect on June 8, 2005, per Ordinance No. 26020 and is scheduled to terminate on December 31, 2035 (including collections of the 2035 increment in calendar year 2036 or when the budget of $231.6 million (2006 dollars) has been collected.

District Accomplishments

Downtown redevelopment momentum continued during FY 2015. Projects were either approved or construction continued or completed during the fiscal year.

Projects Completed or Continuing Construction During FY 2015

Hall Arts Center. Construction of the 18-story, 500,000 square foot office building with 20,000 square feet of restaurant space and an adjacent half-acre public open space is scheduled for completion in early 2015.

LTV Tower — 1600 Pacific Avenue. Conversion of the historic building into a 171 room Hilton Garden Inn and 186 luxury rental apartments began April 2014. Construction completed during the 2015 calendar year.

4 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

Statler/Library. Interior demolition and environmental remediation began in the Statler building June 2014 and continued throughout the fiscal year. Upon completion in 2017, the Statler and Library redevelopment project will produce 229 residential units, 164 hotel rooms, ballrooms, meeting rooms, restaurant, theater and retail space.

The Olympic — 1401 Elm Street. Interior demolition and environmental remediation in the building began July 2014. Upon completion the renovated building will house 512 residential units, retail, restaurant and office space, as well as an observation deck on the 501 floor of the building.

5 _____ 160339 Exhibit A Downtown Connection TIE District EY 2015 Annual Report

Projects Approved andlor Started Construction During FY 2015

1712 Commerce. Conversion of a vacant office building and adjoining surface parking lot into 244 hotel rooms (121 room Residence Inn and 123 room AC Hotel by Marriott) and approximately 16,428 square feet of ground floor retail space. A parking garage will be constructed on the existing surface parking lot providing approximately 360 guest/public parking spaces for the hotel. The total project cost is $54.8M. Expected completion is July 2017.

Tower Petroleum and Corrigan Tower Buildings. Phased conversion two vacant office buildings. Phase I - Tower Petroleum will be converted into a boutique hotel (Saint Elm Hotel) with approximately 150 guestrooms and a ground level restaurant. Levels 1 through 4 of the Corrigan tower will be renovated as part of Phase I to provide three retail/restaurant spaces on the ground floor, as well as a small motor court for the .,flnuIq project. Phase II includes conversion of Levels 5-17 of the Corrigan Tower to residential units. Total project cost for both phases is $102.4M. Construction for Phase I of the project began during the fiscal year and is expected to complete December 2020. Phase II is expected to complete construction in June of 2022.

Mayflower Building — 411 N. Akard. Conversion of a vacant office building into 214 residential units with the apartments located on floors 4 through 9 of the building 156 parking spaces constructed on the 2nd and 3rd floors of the building for exclusive use of apartment tenants. The project will also include approximately 19,860 square feet of ground floor retail space. Total project cost is $56.IM. The project’s construction began during the fiscal year and expected completion is June 2017.

6 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report Map of Projects within the Downtown Connection TF District

Rito-Carlton Resdences II

1900 McKinney Avenue (Hanover)

Granite-Gables

Downtown Connection TIF District Project Location Map

Legend TIF Funded Projects B ctty of DalI Non-TIF Funded Projects Office of Economic Development December 2011 Downtown ConnecitonTiF Bounde

Souree: 5onomic Oevelpmeot flepanmeo11ceo RedeeIopmen1 floior

7 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual_Report

Downtown Connection TIE District Projects1 Projects Within TIF District Utilizing TIF Funding calendar Yr Project Location complete Status Units! SF2 Approx. Value3 TIF Investment4 1v Quarter 17 additional hotel Stoneleigh Hotel 2927 Maple Completed $19635390. $2,500,000 2008 rooms

1800 Main Street 4th Quarter 366 res. units; Mercantile Block Completed $56,349,950 $58,000,000 1808 Main Street 2008 33,770 sf retail

Santa Fe Lofts IV 4ih Quarter 1033 Young Street Completed 193 hotel rooms $13,055,380 $4,296,264 (Aloft Hotel) 2009

Dallas Arts District l Quarter garage renovations! 2301 Ross Avenue Completed $10,500,490 $2,000,000 Garage 2010 updates

498,270sf 1600 Pacific 4th Quarter 1600 Pacific Avenue Completed renovated office Avenue 2013 $5,925,000 $12,870,000 space 1810 Commerce 1st Quarter 203 res. units; Continental Building Completed $23,750,000 $18,305,700 Street 2013 5,871 sf retail Atmos Complex Harwood and 1 Quarter Completed 107 res. units $2,200,000 $3,250,000 Phase I Wood Streets 2013

Joule Hotel Expansion 45 32 hotel rooms; Main and Quarter (Amended) 1530 Main Completed 24,700sf retail; $107,222,000 Commerce Streets 2013 $23,852,953 Street 9,221 sf office

Atmos Complex Harwood and 4th Quarter 123 res. units; 9,500 Completed $25,000,000 $11,750,000 Phase II Wood Streets 2014 sf retail

4th Quarter Under 430,000 sf office; Hall Arts Center 2301 Ross Avenue $130,000,000 $5,000,000 2015 Construction 30,000sf retail 1600 Pacific 4th Quarter Under 171 hotel rooms; LTV Building $67,520,108 $17,500,000 Avenue 2015 Construction 186 res. units 512 res units 4th Quarter Under The Olympic 1401 Elm Street 71K sf retail 2016 Construction $151,283,000 $50,000,000 71K sf office 229 res units 1914 Commerce 4th Quarter Under Statler!Library 164 hotel rooms $175,299,650 $46,500,000 1954 Commerce 2017 Construction 47,621 sf retail 2nd 400 N. Akard Under 215 res units Mayflower Building Quarter $56,109,085 $10,000,000 Street Construction 13,700sf retail 2017 1712 Commerce 3rd Quarter Under 244 hotel rooms 1712 Commerce $52,934,700 $10,500,000 Street 2017 Construction 16,428sf retail

4th Quarter Under 150 hotel rooms Saint Elm Hotel 1907 Elm Street $68,623,079 $10,300,000 2017 Construction 6,174 sf retail 2nd 1900 St. Paul Corrigan Tower Quarter Approved 150 res units Street $33,779,564 $9,700,000 2022 1,941 res. units; 413 hotel rooms; 236,162sf retail; $896,784,753 $296,324,917 439,221 sf office; 498,270 sf Subtotal renovated space Projects Within TIF District Not Utilizing TIF Funding5 Calendar Yr Project Location Complete Status Units! SF Approx. Value Non- TIF Incentives 2215 Cedar Ashton 2006 Completed 267 res. units $93,450,000 $0 Springs Road Trianon (Zom! 2820 McKinnon 3 Quarter Completed 317 res. units $72,073,000 Rosewood) Street 2006 $0 Uptown Plaza 2222 McKinney 35 Quarter Completed 84,000 sf retail $14,040,000 Shopping I Avenue 2006 $0 2 Quarter Hunt Consolidated 1900 Akard Street Completed 400,000sf office $56,126,800 $6,300,000 2007 Ritz-Canton Hotel & 2510 Cedar 2’ Quarter 71 res, units; Completed $168,341,100 $0 Condos Springs 2007 218 hotel rooms

8 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

Third Rail Lofts (1414 3rd Quarter 14 res. units; 1414 Elm Street Completed $2,550,000 $1,800,000 Elm portion) 2007 3,500 sf retail 2900 McKinnon 2nd Quarter Azure Completed 154 res. units Street 2008 $109,472,120 $0 1900 McKinney 1900 MeKinney 45 Quarter Completed 230 res. units (Hanover) Avenue 2008 $82,000,000 $0 2101 Cedar 2 Quarter 400,000 sf office; Rosewood Court Completed $105,000,000 $0 Springs Road 2009 12,000sf retail 2728 McKinnon 45 Quarter Alta Rosewood Completed 375 res. units Street 2008 $89,000,000 $0 4th Quarter 220 res. units; AMLI/ Quadrangle 2717 Howell Street Completed $45,410,000 $0 2008 14,800 sf retail

2nd 445,000 Sf office, 2000 McKinney Quarter 2000 McKinney Completed 15 res. units; $115,500,000 Avenue 2009 $0 6,500 sf retail Ritz-Carlton 2555 Pearl Street 45 Quarter Completed 92 res. units Residences II 2400 Olive Street 2009 $138,362,390 $0 2501 Harwood i Quarter St. Ann’s Court Completed 320,000 sf office $81,270,000 Street 2010 $0

1717 McKinney 2nd 296 res. units Quarter Granite/Gables Avenue; 1700 Completed 382,980 s.f. $174,570,000 $0 2010 Cedar Springs office;14,091 retail 511 N. Akard 45 Quarter CityWalk Completed 209 res. units $7,603,450 Street 2009 $11,000,000 The Arts Apartment by 3th Quarter 2611 Ross Avenue Completed 228 res. units $35,112,000 JPI 2010 $0 4th Quarter Museum Tower 1918 Olive Street Completed 115 res. units $180,985,690 2012 $0 Residences at 2919 Maple 4th Quarter Completed 76 res units Stoneleigh Avenue 2014 $50,943,900 $0 2728 Cedar 1 Quarter Under 2728 Cedars Springs 299 res units $50,138,070 Road Springs Road 2015 Construction so 2001 McKinney 45 Quarter Under 480,000 sf office; McKinney & Olive $225,000,000 Avenue 2015 Construction 50,000 sf retail 2212 McKinney i Quarter Under Uptown Plaza II 203 res. Units $40,000,000 Avenue 2016 Construction so 1920 McKlnney l Quarter Under 150,000sf office; 1920 McKinney $70,000,000 Avenue 2016 Construction 8,500sf retail Avenue $0 Harry Hines Harwood International 45 Quarter Under Boulevard and 136,857 sf office $40,000,000 Rolex Building 2016 Construction $0 Moody Street 3130 N. Harwood 1st Quarter 158 res. units Blue CieI Announced $75,000,000 Street 2017 12,000sf retail $0 2w 274 hotel rooms; Quarter Under 500 5. Ervay 500 S. Ervay 238 res. units; 2017 Construction $77,000,000 $0 29,400 sf retail 3,577 res. units; 492 hotel rooms; $2,198,948,520 234,791 sf retail; $19,100,000 Subtotal 2,714,837 sf office Projects Utilizing and Not Utilizing TIF Funding 5,518 res. units; 905 hotel rooms; 470,953 sf retail; 3,154,058 sf office; 498,270 sf Total renovated space $3,095,733,273 $315,424,917 1A11 information updated as of September 30, 2015. 2Based 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 1) market value of comparable projects for anticipated projects, 2) private investment stated in the development agreement for projects that are approved or under construction, or 3) DCAD market value for completed projects (unless project has not yet been assessed). Values may not be fully captured by the TIF District for redevelopment projects once pre-existing value and/or the demolition of structures is netted out. 4Pdncipal amounts not to be exceeded per the development agreement. Selected significant projects included. Tax-exempt properties. other incentives not shown. Contact City of Dallas Office of Economic Development for more information.

9 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report Value and Increment Revenue Summary

The base value of the zone is the total appraised value of all taxable real property in the District as determined by the 2005 certified Dallas Central Appraisal District tax roll, with adjustments made to accommodate boundary amendments. The Downtown Connection TIE District’s adjusted base value for the district is $564,917,317. The Downtown Connection TIE District’s 2015 assessed tax value was $2,579,538,992. This represents an increase of $2,014,621,675 ( 357.2%) over the adjusted base year value.

The district’s value increased by $242,908,902 (10.4%) from the previous year. This increase will result in an estimated collection of approximately $17,224,159 (City $14,450,881; County $2,773,277) in incremental revenue for the Downtown Connection TIE District.

Development Goals and Objectives

The final Downtown Connection Project Plan and Reinvestment Zone Einancing Plan were adopted in late 2005, as amended. The following objectives and action items set the framework for the planned improvements within the Downtown Connection TIE District:

Improve access between and within the Uptown and Downtown areas

Construction of the Klyde Warren Park, a deck park spanning Woodall Rodgers Freeway, connecting Downtown to Uptown, celebrated its grand opening October 2012. The park’s restaurant Savor opened in 2013.

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 first quarter 2015. The line will improve connectivity between Uptown, Downtown, Klyde Warren Park, the Arts District and DART downtown transit mall.

In 2009, the North Central Texas Council of Governments (NCTCOG) Regional Transportation Council (RTC) issued its third Sustainable Development Program call for projects. The Sustainable Development Program provides funding of infrastructure improvements associated with development projects that reduce the overall demand for transportation infrastructure and improve air quality. Two Downtown Connection TIF District projects were awarded funds under this program to enhance pedestrian and transportation linkages, access and safety to nearby bus/rail transit and City of Dallas public investments. City Council approved agreements between the City, NCTCOG, State of Texas and the

10 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

project’s developer for each project. Atmos completed construction of the project summer 2013, while construction of the Continental project continued in 2014.

- Continental Building Project — $607,739

- Atmos Complex Project — $462,686

The creation of a circulator system for the downtown area was recommended by the Downtown Dallas 360 Area Plan. September 2013, 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 Inc. and the City of Dallas shared the costs of the program. It is anticipated funding for this service will be extended into the next fiscal year.

Improve the image of the Downtown Connection Area

With the installation of numerous high-tech digital (video) sign boards within the Main Street core, continued redevelopment of vacant buildings, and completion and programming of the various downtown parks, activity downtown has increased dramatically.

Major corporate relocations to the downtown connection area over the years have included Moneygram International, AT&T and Comerica Bank. In 2014, three corporations relocated to buildings in the downtown core (Santander Consumer USA, Inc., Active Network, LLC and Omnitrac, LLC), adding over 2,000 people to downtown’s daytime population.

The increased downtown daytime population, residency and activities for residents and visitors have added to the evolving image of the area.

• Support redevelopment of the existing building supply

During the fiscal year 1712 Commerce, Tower Petroleum and Corrigan Tower buildings, and the Mayflower Building redevelopment projects were approved within the Downtown Connection TIF District.

11 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

Develop a more diverse mixture of land uses within the Downtown Connection Area

Projects announced, completed and/or underway within the district will contribute approximately 5,518 residential units; 905 hotel rooms; 470,953 square feet of retail; and 3,154,058 square feet of new Class “A” office space.

Increase open space and recreational opportunities in the Downtown Connection Area

Main Street Garden Park hosts many events annually including City Lights, an annual tree lighting ceremony held in the park, Moonlight Movie Series showing free outdoor movies on Saturdays in the park and YMCA outdoor sporting leagues. Pegasus Plaza held the Taste of the Fair, where foods from the annual State Fair of Texas could be sampled during the fiscal year.

Belo Garden opened May 2012, and is the second of the four planned downtown parks to be completed. The third park, Klyde Warren Park opened in October of 2012. Land for the fourth park, Pacific Garden Plaza/Park has been acquired using 2006 Bond funds. Funding sources for the construction of the Park have not been identified. The City of Dallas has contracted with DowntownDallas to provide operations and programming of these downtown parks as well as Pegasus Plaza.

March 2013, City Council endorsed an updated of the Downtown Parks Master Plan that proposed four new parks: West End Plaza, Pacific Plaza, Carpenter Plaza near Deep Ellum and Hatwood Park next to the Famers Market. Since the original plan was completed nearly a decade ago, Klyde Warren Park, Main Street Garden and Belo Garden have all opened in downtown.

Browder Street Plaza Improvements - In March 2012, the Office of Economic Development, in conjunction with Downtown Dallas, Inc., Downtown 360 Plan and the City Design Studio, issued a Request for Proposals for Browder Street Plaza retail development and leasing/management opportunities. The retail component of Browder Street Plaza, between Commerce Street and Jackson Street, is intended to add activity along this pedestrian thoroughfare and complement the improvements now underway on the site. The City of Dallas has allocated $500,000 for the public space improvements and construction has begun, based on Hocker Design Group’s conceptual design for landscaping, shade, street furniture, paving, and other pedestrian and plaza improvements. Hamilton DPL Development Inc. and

12 160339 Exhibit A Downtown Connection TIF District FY 2015 Annual Report

Hamilton DPL, LP won the solicitation with its proposed retail activation plan which focused on retail kiosks and food trucks within Browder Street Plaza. It is anticipated that the public improvements will be complete spring 2016. The City continues to work with Hamilton on the retail activation, maintenance and operation agreement for the site and on

Incentivize catalyst project(s) to accelerate reaching a critical mass of residential units, retail establishments, and public amenities for a vibrant downtown

The District’s catalyst project included the Mercantile Block, Atmos Complex and Continental building. In 2008, the Mercahtile Block completed redevelopment. Phase I of the Atmos Complex and Continental Building projects were completed in 2013. Phase II of the Atmos Complex project completed construction in July of this fiscal year. These projects have added 799 residential units (inclusive of 211 affordable units) and 50,000 square feet of retail.

13 160339 Exhibit A Downtown Connection TIF District FY 2015 Annual Report Year-End Summary of Meetings

The Downtown Connection TIE District Board of Directors met four (4) times during EY

2015 - December 14, 2014, January 8, 2015, February 12, 2015, March 12, 2015, and August 13, 2015 (No Quorum).

The Downtown Connection TIE District Board of Directors consists of nine (9) members including six (6) City of Dallas appointees, one (1) State Senator’s office appointee, one (1) Dallas County appointee and one (1) State Representative’s office appointee. During EY 2015, the Downtown Connection TIE Board consisted of the following members:

Board Member List

Evan Beattie — City Appointee (Attended 3 of 4 meetings)

Larry James — City Appointee (Attended 4 of 4 meeting)

Jon Ruff — City Appointee (Attended 3 of 4 meetings)

Vacant — City Appointee

Rick Loessberg — Dallas County Appointee (Attended 4 of 4 meetings)

Vacant — State Senator’s Office Appointee

Steve Bancroft — State Representative’s Appointee (Attended 2 of 4 meetings)

During EY 2015, the City Council approved thirty (30) items directly or indirectly associated with the Downtown Connection TIE District. The council actions are listed below.

• On October 8, 2014, City Council approved Ordinance No. 29493 and Resolution No. 14-1692, granting a private license to Crescent Ross Avenue Investors LLC, for the use of approximately 210 square feet of aerial space to install, maintain and use a canopy without a premise sign over a portion of Flora Street located near its intersection with Olive Street.

• On November 12, 2014, City Council approved Resolution No. 14-1895, authorizing a Memorandum of Agreement between the City of Dallas and Akard Walk Residential, LLC to provide permanent supportive housing for ten units of project-based housing for formerly incarcerated homeless individuals located at CityWalk@Akard located at 511 North Akard Street through the Dallas Housing Authority for the period October 1, 2014 through September 30, 2024.

• On December 10, 2014, City Council approved Resolution No. 13-2112, authorizing a revocable license to 7-Eleven, Inc., for the use of approximately 25 square feet of aerial space to install, use and maintain three signs over portions of Elm and Akard Streets right-of-way, located near the intersection of Elm and Akard Streets.

14 160339 Exhibit A Downtown Connection TIF District FY 2015 Annual Report

• On January 15, 2015, City Council approved Resolution No. 15-0118, authorizing a construction services contract with Phoenix 1 Restoration and Construction, Ltd., best value proposer of five, for the exterior renovation of the Old Municipal

Building, located at 106 South Harwood Street - Not to exceed $11,166,286 - Financing: 1998 Bond Funds.

• On January 28, 2015, City Council approved Ordinance No. 29617 and Resolution No. 15-0186, authorizing an amendment Ordinance No. 29552, previously approved on December 10, 2014, which granted a revocable license to 7-Eleven, Inc., to amend the license term for the use of approximately 25 square feet of aerial space to install, use and maintain three signs over portions of Elm and Akard Streets right-of-way, located near the intersection of Elm and Akard Streets.

• On January 28, 2015, City Council approved Ordinance No. 29631 and Resolution No. 15-0213, authorizing a public hearing to receive comments to amend the City of Dallas Central Business District Streets and Vehicular Circulation Plan to change the operational classification of Elm Street from Houston Street to Cesar Chavez Boulevard from a five lane one-way westbound roadway to a four lane one-way westbound roadway, and at the close of the hearing, authorize an ordinance implementing the change.

• On February 25, 2015, City Council approved Resolution No. 15-0358, authorizing accepting the FY 2014 Annual Report on the status of Tax Increment Financing Reinvestment Zone Number Eleven, (Downtown Connection TIF District) 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 February 25, 2015, City Council approved Resolution No. 15-0407, authorizing a development agreement with Akard Owner, LLC to reimburse eligible project costs related to environmental remediation, demolition, street/utility improvements and façade improvements associated with the Mayflower Building redevelopment project located at 411 North Akard Street in an amount not to exceed $5,300,246 plus Economic Development and Affordable Housing TIF Grants in an amount not to exceed $4,699,754, for a total TIE incentive not to exceed $10,000,000 from revenues accruing to Tax Increment Financing Reinvestment Zone Eleven (Downtown Connection TIE District).

• On February 25, 2015, City Council approved Resolution No. 14-0381, authorizing a contract with Gibson & Associates, Inc., lowest responsible bidder of three, for the construction of streetscape, landscape, water and wastewater adjustment improvements for Griffin Street from Young Street to Elm Street, and Browder

Street Plaza from Jackson Street to Commerce Street - Not to exceed $3,004,221

- Financing: 2006 Bond Funds ($2,926,891) and Water Utilities Capital Construction Funds ($77,330).

15 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

On February 25, 2015, City Council approved Resolution No. 14-0410, authorizing an amendment to the development agreement with Olympic 1401 Elm Associates, LLC, for the redevelopment of the 1401 Elm Street building to: (1) remove the requirement of a public plaza on a portion of the 9th floor of the building; (2) revise project completion components and extend the project completion and Certificate of Occupancy date from December 31, 2016 to December 31, 2017; and (3) combine the requirements of a minimum of 40,000 square feet of office space and 25,000 square feet of retail/restaurant space into one requirement for a minimum of 65,000 square feet of non-residential, commercial space including retail, restaurant and office space.

• On February 25, 2015, City Council approved Resolution No. 15-0456, authorizing A public hearing to receive comments regarding an application to the Texas Department of Housing and Community Affairs (TDHCA) for 2015 9% Low Income Housing tax Credits for Flora Lofts, a 48-unit multifamily project, located at 2121 Flora Street, in accordance with the requirements of Texas Government Code §2306.67071 and Texas Administrative Code §10.204(4); and at the close of the public hearing, authorize a resolution in support of the Texas Department of Housing and Community Affair’s (TDHCA) 9% low-income housing tax credit (LIHTC) application and allocation for Flora Lofts, located at 2121 Flora Street for the acquisition and construction of the proposed 48-unit multifamily residential development for mixed income families; and (2)a loan in the amount of $2,000,000

to La Reunion TX , for the construction of Flora Lofts, conditioned upon 2015 9%

LIHTC award - Not to exceed $2,000,000 - Financing: 201 3-14 HOME Investment Partnership Program Grant Funds ($22,922) and 2014-15 HOME Investment Partnership Program Grant Funds ($1 977,078).

On February 25, 2015, City Council approved Ordinance No. 29649 and Resolution No. 15-0416, conducting a public hearing to receive comments regarding an application for and an ordinance granting the renewal of Specific Use Permit No. 1467 for an open-enrollment charter school on property zoned a CA- 1(A) Central Area District with an SP Secondary Pedestrian Precinct Overlay on the south corner of North Akard Street and Ross Avenue Recommendation of Staff and CPC: Approval for a five-year period with eligibility for automatic renewals for additional five-year periods, subject to a traffic management plan and conditions Zi 34-232(WE).

• On March 25, 2015, City Council approved Ordinance No. 29684 and Resolution No. 15-0536, granting a private license to 1600 Main Street Holdings, LP for approximately 1,084 square feet of land to install, maintain and use lighted bollards

on a portion of Commerce Street located near its intersection with Ervay Street - Revenue: $7,187 annually, plus the $20 ordinance publication fee.

• On April 8, 2015, City Council approved Resolution No. 15-0678, authorizing an acquisition, including the exercise of the right of eminent domain, if such becomes necessary, from Dallas Area Rapid Transit, of two tracts of land containing a total

16 160339

Exhibit A Downtown Connection TIE District EY 2015 Annual Report

of approximately 11,078 square feet located near the intersection of Live Oak

Street and Pearl Street Connection for the Pearl Street Realignment Project - Not to exceed $285,500 ($280,000, plus closing costs and title expenses not to exceed

$5,500) - Financing: 2006 Bond Funds.

• On April 8, 2015, City Council approved Ordinance No. 29705 and Resolution No. 15-0710, authorizing abandonment of a portion of Akard Street to RED Akard Place, LLC, the abutting owner, containing approximately 2,984 square feet of land, located near the intersection of Ashland and Akard Streets, and authorizing

the quitclaim - Revenue: $238,720, plus the $20 ordinance publication fee.

• On May 13, 2015, City Council approved Ordinance No. 29727 and Resolution No. 15-0847, granting a revocable license to Crow Family Foundation, Inc. for the use of approximately 120 square feet of land to use and maintain three existing sculptures on a portion of Flora Street, located near its intersection with Olive

Street - Revenue: $5,400 one-time fee, plus the $20 ordinance publication fee.

• On May 27, 2015, City Council approved Resolution No. 15-0987, authorizing a development agreement with Supreme Bright Dallas II, LLC to reimburse eligible project costs related to environmental remediation, demolition, street/utility improvements and façade improvements associated with the 1712 Commerce Hotel redevelopment project located at 1712 Commerce Street in an amount not to exceed $4,800,000 plus Economic Development TIF Grant in an amount not to exceed $5,700,000, for a total TIF incentive not to exceed $10,500,000 from revenues accruing to Tax Increment Financing Reinvestment Zone Eleven (Downtown Connection TIF District).

• On May 27, 2015, City Council approved Resolution No. 15-0940, authorizing a deadline extension for the 211 North Ervay redevelopment project to extend the Certificate of Occupancy and construction completion date from July 31, 2014 to December 31, 2016.

• On May 27, 2015, City Council approved Ordinance No. 29751 and Resolution No. 15-0995, granting the creation of a new sub-district in the Downtown Special Provision Sign District Overlay on property zoned Planned Development District No. 619 with a Pedestrian Overlay in an area generally bounded by Pacific Avenue, North Akard Street, Elm Street, and North Field Street Recommendation of Staff and CPC: Approval, subject to conditions Special Sign District Advisory Committee: Denial SPSDI34-005 Note: This item was considered by the City Council at public hearings on April 22, 2015, and May 13, 2015, and was taken under advisement until May 27, 2015, with the public hearing closed.

• On June 10, 2015, City Council approved Resolution No. 10-1077, authorizing various amendments to the development agreement with PetroCorrigan Towers, LP, for the redevelopment of the Tower Petroleum (1907 Elm Street) and Corrigan Tower (1900 Pacific Avenue) buildings located in Tax Increment Financing

17 160339

Exhibit A Downtown Connection TIE District EY 2015 Annual Report

Reinvestment Zone Eleven (Downtown Connection TIF District) to: (1) increase TIF incentives by $9,700,000 from $10,300,000 to an amount not exceed $20,000,000, of which $19,500,000 is in the form of an Economic Development TIF Grant, in consideration of an increase in private investment; (2) separate the project into two phases; (3) change the use of the buildings from residential to hotel, retail, and/or restaurant use in the Tower Petroleum building and commercial, retail, restaurant and/or residential uses in the Corrigan Tower building; and (4) amend project requirements and deadlines to reflect the change in project scope.

• On June 25, 2014, City Council approved Resolution No. 14-1083, authorizing (1) Supplemental Agreement No. 2 to the Participation Agreement with the Dallas Downtown Improvement District for the design and construction of the Central Business District Wayfinding and Signage Program, Phase III; (2) the receipt and deposit of funds from the Dallas Downtown Improvement District in an amount not to exceed $100,000; and (3) an increase in appropriations in the amount of

$100,000 in the Capital Projects Reimbursement Fund - Total not to exceed

$100,000 - Financing: Capital Projects Reimbursement Funds.

• On June 25, 2014, City Council approved Ordinance No. 29761 and Resolution No. 15-1088, conducting a public hearing to receive comments regarding an application for and an ordinance granting a Specific Use Permit for an alcoholic beverage establishment limited to a bar, lounge, or tavern on property zoned Tract A of Planned Development District No. 269, the Deep Ellum/Near East Side District on the northeast corner of Elm Street and North Good Latimer Expressway Recommendation of Staff and CPC: Approval for a two-year period, subject to a site plan and conditions Z145-207(CG).

• On August 12, 2015, City Council approved Ordinance No. 29800 and Resolution No. 15-1430, authorizing abandonment of a portion of Colby Street and two adjacent street easements to TC Uptown Associates, LLC, the abutting owner, containing a total of approximately 6,496 square feet of land, located near the intersection of Pearl Street and Woodall Rodgers Freeway, and authorizing the

quitclaim - Revenue: $974,400, plus the $20 ordinance publication fee.

• On August 12, 2015, City Council approved Ordinance No. 29822 and Resolution No. 15-1464, conducting a public hearing to receive comments regarding an application for and an ordinance granting a Planned Development Sub-district for HC Heavy Commercial Sub-district uses on property zoned an HC Heavy Commercial Sub-district within Planned Development District No. 193, the Oak Lawn special Purpose District, on the northwest line of Woodall Rodgers Freeway, between North Pearl Street and Olive Street Recommendation of Staff and CPC: Approval, subject to a development plan, landscape plan, reflectivity plan, and conditions Z145-101(RB).

18 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

On August 12, 2015, City Council approved Resolution No. 15-1391, authorizing Supplemental Agreement No. 10 to the professional services contract with Huitt Zollars, Inc. to provide additional construction inspection services for the Traction Power Substation and Overhead Catenary System for the McKinney Avenue

Trolley Olive Street Extension project - Not to exceed $62,660, from $3,286,882 to

$3,349,542 - Financing: 2006 Bond Funds.

• On August 12, 2015, City Council approved Resolution No. 15-1392, authorizing an increase in the contract with Gibson & Associates, Inc. for necessary modifications to the turnout transition plates for the McKinney Avenue Trolley Olive

Street Extension project - Not to exceed $81,121, from $9,221,390 to $9,302,511 - Financing: 1998 Bond Funds.

• On September 9, 2015, City Council approved Ordinance No. 29849 and Resolution No. 15-1678, conducting a public hearing to receive comments regarding an application for and an ordinance granting the renewal of Specific Use Permit No. 1788 for an attached projecting non-premise district activity videoboard sign on property zoned Planned Development District No. 619 on the northeast corner of Commerce Street and South Field Street Recommendation of Staff and CPC: Approval for a six-year period, subject to conditions Z145-277(CG).

• On September 9, 2015, City Council approved Ordinance No. 29850 and Resolution No. 15-1679, conduction a public hearing to receive comments regarding an application for and an ordinance granting the renewal of Specific Use Permit No. 1788 for an attached projecting non-premise district activity videoboard sign on property zoned Planned Development District No. 619 on the northeast corner of Commerce Street and South Field Street Recommendation of Staff and CPC: Approval for a six-year period, subject to conditions Z145-277(CG).

• On September 9, 2015, City Council approved Ordinance No. 29851 and Resolution No. 15-1680, conducting a public hearing to receive comments regarding an application for and an ordinance granting the renewal of Specific Use Permit No. 1791 for an attached projecting non-premise district activity videoboard sign on property zoned Planned Development District No. 619 on the south side of Elm Street and the east side of North Akard Street Recommendation of Staff and CPC: Approval for a six-year period, subject to conditions Z145-278(CG)

• On September 9, 2015, City Council approved Ordinance No. 29846 and Resolution No. 15-1675, conducting a public hearing to receive comments regarding an application for and an ordinance granting an Historic Overlay for the Allen Building on property zoned Planned Development District No. 619 on the southeast corner of South Ervay Street and Commerce Street Recommendation of Staff and CPC: Approval, subject to preservation criteria Recommendation of Landmark Commission: Approval, subject to preservation criteria ZI 34-348(MD).

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Exhibit A Downtown Connection TIF District FY 2015 Annual Report Budget and Spending Status

The Downtown Connection TIF District established a budget for public improvement expenditures is necessary to support private investment in the district. The Project and Reinvestment Zone Financing Plans estimate TIF public improvements totaling approximately $231.6 million (in 2006 dollars). The final, amended budget for the district is as follows:

B C B-C Estimated Estimated Total Dollar Allocated3 Total Dollar Category TIF Budget Balance

Catalyst Projects: - Environmental remediation, demolition, historic façade, restoration, street/utility improvements & streetscape improvements, land acquisition, and non-project costs, including, but not limited to machineiy, equipment, materials and supplies $68,000,000 $68,000,000 $0 Redevelopment of VacantlUnderutilized Downtown Buildings, Underdeveloped Parcels, Surface

Parking Lots - Environmental remediation, interior/exterior demolition, historic façade restoration, street/utility improvements, land acquisition, TIF grants, affordable housing $266,827,380 $244,898,771 $21,928,609 UptownlDowntown connection improvements $0 $0 $0 Park and plaza design and acquisition $3,241,485 $0 $3,241,485 Affordable Housing2 $3,000,000 $3,000,000 $0 Retail lnitiativelStreetscape Improvements $1 985,000 $459,845 $1,525,155 Downtown Area Plan $515,000 $512,464 $2,536 Administration and Implementation $6,539,500 $1,457,717 $5,081,783 Debt Service (Interest Only) $150,363,000 $150,363,000 $0 Total Project Costs $500,471,365 $468,691,797 $31,779,568 177F Budget shown above in total dollars; TIF Project Plan shows the budget in net present value 2The Affordable Housing fine item has been reduced by the amount of money allocated to the Continental project 3The Allocated total shown for the Redevelopment of Vacant/Underutilized Downtown Building line item reflects the total TIF District’s commitment to projects currently in the Reimbursement Queue 4TIF administration costs shown are expended or committed through FY 2015.

20 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

Category Budget in 2006 Dollars

Catalyst Projects: - Environmental remediation, demolition, historic façade, restoration, street/utility improvements & streetscape $68 000 000 improvements, land acquisition, and non project costs, including, but not limited to machinery’, equipment, materials and supplies Redevelopment of VacantlUnderutilized Downtown Buildings,

Underdeveloped Parcels, Surface Parking Lots - Environmental remediation, interior/exterior demolition, historic façade restoration, $152,653,168 street/utility improvements, land acquisition, TIF grants, affordable housing UptownlDowntown Connection Improvements $0

Park and Plaza Design and Acquisition $1,500,000 Affordable Housing $3,000,000 Retail InitiativelStreetscape Improvements $1 985,000 Downtown Area Plan $515,000 Administration and Implementation $3,940,386

Debt Service (Interest Only) -

Total Project Costs $231,593,554

*Budget shown above in 2006 dollars; TIF Project Plan shows the budget in net present value.

icipat bution to T Jurisdictions District Collection Period Level Fund City of Dallas 2006 -2035 30 years 90% $470,414,780 Dallas County 2006 -2035 20 years 55% $25,500,691 TOTAL $500,471,365 All values are expressed in current dollars, except where noted. The legal TIF life will be set at 30 years. TIF collection began in 2006. Actual collections period may vary.

21 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

Downtown Dallas Development Authority

* Status of DDDA Bond Saws and Repayment Principal + Project Bond Sales Interest Total Paid Balance Due Series 2006 Mercantile $139,671,210 $13,585,000 $126,086,210 $50,605,343 Series 2007 Mercantile $67,301,055 $14,446,551 $52,854,504 $28,950,514 Totals $206,972,265 j $28,031,551 $178,940,714

MIWBE Participation

Public bidding is not required for TIF projects. All TIE-funded projects must follow the City’s adopted Business Inclusion and Development Plan and make a good faith effort to include certified Minority and Women-Owned Business (M/WBE) participation in TIE reimbursed projects. The BID Plan goal for TIE projects is 25 percent M/WBE participation in construction costs.

I C.. Construction Local Non-Local Total MWBE Contract MWBE MWBE Total MWBE Participation Project Amount Amount Amount Participation Percentage Atmos Complex Phase I $6,887,607 $853,912 $1,020,662 $1,874,574 27% Atmos Complex Phase 11* Continental Building $30,796,191 $9,985,348 $1,063,266 $11,048,614 36% Dallas Arts District Garage $852,764 $439,839 52% Joule Hotel Expansion $70,464,515 $12,054,208 $9,668,098 $21,722,305 31% Mercantile Complex $107,012,554 $26,707,787 25% Sante Fe IV (Aloft Hotel) $20,937,338 $581 1 ,923 28% Stoneleigh Hotel $25,106,706 $4,998,000 20% Totals $262,057,675 $22,893,468 $11,752,026 $72,603,042 28% *MIWBE participation percentages for completed projects and as provided by the City’s Business Inclusion and Development division.

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Exhibit A Downtown Connection TIF District FY 2015 Annual Report FY 2016 Work Program

The work items for FY 2016 for the Downtown Connection TIF District are as follows:

• Adoption of FY 2015 Annual Report

• Continue to support OED office/business retention efforts in the downtown core

• Complete existing projects

• Indentify and promote redevelopment of key properties in the District

• Identify and support opportunities for improving physical connections between Downtown Core and surrounding districts including the Convention Center, Uptown, Victory, the Cedars and Deep Ellum neighborhoods

• Implement Ground Floor Activation Strategy for district and continue to investigate monetizing program’s annual funding source

• Investigate parking deficiencies in the downtown core and explore solutions

• Continue annual reimbursement of completed TIE projects

• Complete City audit of TIE project completed during FY 2015 and begin reimbursement in June of 2016

• Continue to work with Planning and Neighborhood Vitality’s Mobility Division and CityDesign Studio on various downtown transportation projects:

o Elm Street Thoroughfare Plan Amendment o Commerce Street Thoroughfare Plan Amendment

• City Council consideration of various proposed district/redevelopment projects:

o Downtown Dallas 360 Plan update o Ground Floor Activation Program o Thanksgiving Square Improvements o The Union development project

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Exhibit A Downtown Connection TIE District FY 2015 Annual Report District Financials

City of Dallas, Texas Downtown Connection Tax Increment Financing District Fund Balance Sheet as of September 30, 2015 (unaudited) With Comparative Totals for September 30, 2014, 2013, 2012, and 2011 (Audited)

2015 2014 2013 2012 2011 Assets: Pooled cash and cash equivalents $719,900 $235,725 $452,474 $343,231 $268,241 Interest receivable $1,032 $455 $446 ($2,594) $1,300 Receivables from DDDA $0 $26,873,440 $0 $0 $0

Total assets $720,932 $27,109,620 $452,920 $340,637 $269,542

Liabilities and Fund Balance (Deficit): Liabilities: Accounts and other payable $163,383 $26,408,238 $6,000 $0 $13,000 Advances from developers $0 $0 $0 $0 $0 Due to general fund $39,040 $39,040 $39,040 $0 $0

Total liabilities $202,423 $26,447,278 $45,040 $0 $13,000

Fund Balance (Deficit): Fund Balance (Deficit) $518,508 $662,341 $407,879 $340,637 $256,542

Total Liabilities and Fund Equity $720,932 $27,109,620 $452.91 9 $340,637 $269,542 ($0) ($0) ($0) ($0) ($0) Downtown Connection Tax Increment Financing District Fund Statement of Revenues, Expenditures and Changes in Fund Balance (Deficit) For the Period September 30, 2015 (Unaudited) With Comparative Totalsfor September 30, 2014, 2013, 2012, and 2011 (Audited)

lTD 2015 2014 2013 2012 2011 Revenues: Tax increment-Governmental $62,133,216 $12,654,259 $11,306,531 $8,408,406 $7,235,640 $6,849,382 Tax increment-Intergovernmental $11,525,500 $2,303,372 $2,123,189 $1,615,855 $1,321,658 $1,332,864 Interest income $186,790 $39,935 $828 $6,942 $26,146 $5,272 Contributions from DDDA $40,690,308 $9,630,838 $26,873,440 $225,000 $2,225,000 $225,024 Net increase (decrease) in fair value of investments $4,409 $1,752 ($372) ($1,110) $301 $377

Total revenues $114,540,223 $24,630,156 $40,303.61 7 $10,255,094 $10,808,745 $8,412.91 8

Expenditures: Administrative expenses $1,457,717 $157,584 $202,814 $144,303 $154,879 $169,530 Non-Capital Outlay $604,710 $12,734 $2,132 $6,587 $12,472 $96,744 Capital outlay $246,294 $0 $6,250 $12,700 $0 $0 Affordable housing cost participation $2,000,000 $0 $0 $0 $2,000,000 $0 Transfers to DDDA-lncrement $73,658,715 $14,957,631 $13,429,720 $10,024,261 $8,557,298 $8.1 82,245 Developer reimbursements-Principal $35,653,887 $9,506,281 $26,147,606 $0 $0 $0 Interest and fiscal charges ‘ $400,391 $139,759 $260,632 $0 $0 $0

Total expenditures $114,021,715 $24,773,989 $40,049,155 $10,187,852 $10,724,650 $8,448,519

Excess (Deficiency) of Revenues over Expenditures $518,508 ($143,833) $254,462 $67,242 $84,095 ($35,602)

Fund balance (Deficit) at beginning of year as prevoualy reported $0 $662,341 $407,879 $340,637 $256,542 $292,143

Fund balance (Deficit) at beginning of year, as restated $0 $662,341 $407,879 $340,637 $256,542 $292,143

Fund balance (deficit) at end of year $518,508 $518,508 $662,341 $407,879 $340,637 $256,542

Note: Fiscal year 2014-15 unaudited financial statements are based on preliminary close numbers and are subject to review by the City Controller’s Office prior to approval by the City Council. In case of any material changes, TIF board will be provided with the updated financial statements.

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Exhibit A Downtown Connection TIF District FY 2015 Annual Report ‘:i af Dulla, Ti ii Downtown Connection Tax Increment Financing District Fund Reinvestment Zone Number Eleven As of September 30, 2015

Chapter 311016 of V.C.T.A. requires the following intomiation as part of the annual report on the status of the TIF District. Infutmation is contained in detail an the attached tnanciat statements.

‘1. Amount and source of revenue in the tan increment fund established for the zone:

$41,607 Interest Income $9,630,030 Transfers fmm DDDA $14,957,631 Ad Valorem Taxes (Collected in FY’2S14-15 based on 2014 Final THX Roll) $24,630,156 Total Reueoue

Amount and purpose of expenditures from the fund: $157,504 Administralise Expense $t2,734 Non-Capital Outlay’ $0 Capital oatlay* $t4,957,63t Transfers to DDDA-lxcremnnt $9,506,281 Deseloper reimbursements-Principal $139,759 Additional Subsidy in Form of Grant (in lieu of ioterest expense) $24,773,989 Total Expenditures * These costs were incurred for the following: D000A Annaal Audit $12,734 Appraisal Cools $0 Other $0 Total I 512,7341

a. Amount of Principal and Interest due-on outstanding indebtedness: The Zone has a primary obligation to retire the bonds, issued by Downtown Dallas Deuelopment Authority (DDDA) from ausilable tax increment generated nuer the life of the Zone.

b. The Zone has entered into a development agreement for each of the following projects and their status is asfollows as of September 30, 2015: Maximum Less Payments Principal Accrued Maximum Accrued Net Bat. Deseloper Project Name TIF Award Add’l Subsidy (1) TIF Award Principal Addi Subsidy Ill Total P & I Remaining ARAFO-1 Stoneleigh, L P. Stoneleigh Hotel $2,500,000 05 $2,500,000 5685.942 $0 $665,942 $1,034,000 Hat Lone Star Assoxates, L P Hall Lone Star rouse I 0852,704 02,000.000 $2,852,704 $852,704 0225.871 01.078,035 $0 SAFS’A FEIV HOTEL, L.P Santa Fe IV. Alxtt Hotel 33.734,419 $0 $3,734,419 $3,734,419 $0 $3,734,415 $8

Federal Deposit lnsurunxe Coporetinn Grand Sxxhi Dallas - 1655 Pasitix $8,030,000 04.040.200 Si 2.870.200 $8,030,000 $400,391 $9,230,391 $0 TA Hotel, lxx. Joule Hotel Expansion S2S.6S8,xSS so 020.658,900 020 .858,500 50 520.858,500 80 Hanolton Atvxs, L P. Atrms Cxrrpxx rouse I $3,250,000 $3,000,000 $8,250,000 SO $284,107 0254.107 50,905,033 TiP Hotel, lnx. Joule Hotal Expansion Arrevdment $3,194,403 55 $3,194,403 513,999 $5 013.590 53,100,404 FC hERO COEELB(, PP. Cunxnnntal nuildinu A llrx. 00161 S3.7ll11,llllO SO $3,700,000 0370,226 $0 $378,220 $3,321,774 PC NERC COEPLDI, PP. Cuntnnntol Oullding 8 St3.036.809 $4,222,508 $17,259,397 $0 05 05 $17,209,397 Havelton Atves, L P Atrrns Corex rouse II $11,765,005 $6,000,000 810,750. 000 $0 $0 OS 516,7xo,000 Hall Lone Star Assxxiutes, L.P Hot Lone Star Rolnxt- rouse II Sx,505.550 $0 06.005. 000 50 50 50 80,005,000 Pvlrxcurrinan Towers. LP rotrocorrigan Roiext 010.300.000 05 010,300.000 $0 tO 05 $ln,305,uoo Fedotal Deposit Insuranxe CopnraSnn LTV Tower Ftolext 017.500.000 05 S17,500.000 SO $0 SO 917,500.00$ OLVMRC 1401 ELMA550CISTES, LLC The Oyrrpix 045.000.000 05.000,000 550.000.000 $0 $0 $0 $00,088,000 Centurion Axquistixns, L P Statler/LibrurylJuxhsnn Street 540,500,000 50 $40, 500, 000 ox OS $0 $46,000,000 Total r S10S,tox,89S $23,282,788 -r $2 19,005.083 -r—$35,133,850 I 0920.429 I 036.054.279 I $177,001,466 I ‘re,ritursermnts beuan in tisxal year 2014 and will xnntrnue nucir your alter erecting bond reqircments, pretext xnttOehxn and upon auailabrltiy of TlPiunds Ill Addisoral Subsidy inForm of Grant liv lieu of interest expensel

4. Tan increment base and current captured appraised value retained by the zone: Taxable Base Year Sot. Captured Taxing Jurisdiction Value 2015 2005 Value Value 2015’ City of Dallas 52,579,538,992 $564,917,317 $2,014,621,675 Dallas County $2,639,093,581 $564,917,317 $2,074,176,244

** Based on Certited Taxable Values. Final saloes will be determined on February 01, 2016.

5. Captured appraised value by the municipality and other taxing units, the total amount of the tax increment received, and any additional information necessary to demonstrate compliance with the tan incrementfinancing plan adopted by the governing body of the municipality:

A. Estimated tax increment shared by the municipality and other participating taxing jurisdictions: Amount of Assessment Estimated 2015 Taxing Jurisdiction Per $180 Increment City of Dallas 0.71730 514,450,881 Dallas County 0.13371 $2,773,277 Total for all Jurisdictions $085101 $17,224,159

B. The total amoont of estimated lax increment lobe billed forlhe 2015 lax year is $17,224,159. Fxrthe 2014 lax year, increment in the amount of $14,957,631 was collected and transferred to Downtown Dallas Deuelopmenl Authnritp)DDOA( in accordance with the terms of the DDDA bond indentures. 25 160339

Exhibit A Downtown Connection TIF District FY 2015 Annual Report

City of Dallas, Texas Downtown Connection Tax Increment Financing District Notes to Financial Statements for the Year Ended September 30, 2015

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 I 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 $3,940,386 over the life of the TIF to reimburse the City for administrative costs. Any future remittance for administrative expenses would come from excess cash as tax increment revenue increases as a result of increased assessed values.

5. All project costs resulting in capital improvements which are owned by the City are capitalized in the City’s fixed assets.

6. “Due to general fund” amount of $39,040 at September 30, 2015 represents the TIF administration costs that have been earned but will be reimbursed to the General Fund in future years based on the availability of TIF funds.