Board of Directors Meeting March 11, 2021

Houston Downtown Management District Board of Directors Meeting March 11, 2021

TABLE OF CONTENTS

PAGE

Approval of Minutes: • February 11, 2021 meeting of the board of directors ...... 3

Items pertaining to finance and administrative matters: • Approval of interim financial statements and ratification of expenditures and check registers for February 28, 2021 ...... 6

Committee Spotlight: • MarCom: Update on More Space Main Street & We Are Downtown ...... 14

Program Authorizations: MarCom • Authorize expenditure Main Street, Market Square and other holiday decorations ...... 36 • Authorize execution of agreement & related expenditures for holiday decorations for Bagby Street ...... 37

Operations • Authorize execution of agreement for future electricity service ...... 38

Program updates: • Operations (Maintenance & Public Safety Committee) ...... 39 • Economic Development Program (Office Committee) ...... 43 • Planning & Design (Planning, Design & Capital Projects Committee) ...... 45 • Marketing & Communications (Marcom Committee) ...... 47

MINUTES OF REGULAR MEETING OF HOUSTON DOWNTOWN MANAGEMENT DISTRICT

February 11, 2021

THE STATE OF TEXAS § § COUNTY OF HARRIS §

The Board of Directors of the Houston Downtown Management District (the “District”) met in regular session, open to the public, on February 11, 2021, at 12:01 p.m., via video conference (pursuant to Governor Abbott’s order allowing such virtual meetings due to the COVID-19 pandemic) and the roll was called of the duly appointed members of the Board, to-wit:

BOARD MEMBERS

Leslie G. Ashby Robbi Jones Genora Boykins Roland Kennedy Wendy Cloonan Nick Massad III Clay Crawford Sherea A. McKenzie Marcus Davis Kenny Meyer Jacques D’Rovencourt John Mooz Matt Damborsky Cat Nguyen Terry Demchak Randy Pryor Irma Galvan Edna Ramos Marian Harper Scott Repass Donald J Henderson Grace Rodriguez Gilbert A. Herrera Frank Staats C.C. Huang Richard Torres Angus Hughes Valerie M. Williams Toni M. Jackson Ted Zwieg

and all of the above were present, with the exception of Directors Irma Galvan, Roland Kennedy, Kenny Meyer, John Mooz, Toni M. Jackson, and John Mooz.

Also present were Angie Bertinot, Brett DeBord, Allen Douglas, Robert M. Eury, Jacque Gonzalez, Keith Gould, Lonnie Hoogeboom, James Kennedy, Dusty McCartney, Victoria Reid, Shelby Roth and Jackie Traywick of the District; Algenita Davis, consultant to the District; Robert Kramp, Jamie Perkins, Robert Pieroni and Kim Scates of Central Houston, Inc.; Barron Wallace of Bracewell LLP; Linda Trevino of METRO; and Mike Nichols, Sara Martinez, Ana Rausch and Jessica Preheim of The Coalition for the Homeless.

WELCOME

Chair Ashby conducted roll call and welcomed all directors, consultants and other meeting attendees. She also notated under the rules set forth by the State of Texas permitting these Board meetings to proceed virtually, this meeting is being recorded and will be available to the public on the District’s website.

Quorum was established and the meeting began at approximately 12:04 p.m.

PUBLIC COMMENTS

Chair Ashby asked if there were any comments from the Public. No comments were provided.

APPROVAL OF MINUTES

The Board considered approving the minutes of the January 14, 2021 Board meeting. Upon a motion duly made and seconded, the Board approved the January 14, 2021 minutes as presented.

ITEMS PERTAINING TO FINANCE AND ADMINISTRATIVE MATTERS

Approval of Financial Statements and Ratification of Expenditures

Robbi Jones, Chair of the Finance Committee, presented the interim financial statements and check registers for the period ending January 31, 2021. There was no discussion or questions asked.

Upon a motion duly made and seconded, the Board members present voted unanimously to approve the interim financial statements and check registers for the period ending January 31, 2021.

Fourth Quarter 2020 DBE Report

Valerie Williams, Chair of the Audit Committee, presented results from the Fourth Quarter 2020 DBE Report. No questions were asked, and discussion did not take place.

COMMITTEE SPOTLIGHT

Operations – Update on Community COVID Housing Program

Mr. Eury started discussion on this topic and introduced our guests from The Coalition for the Homeless. Mike Nichols, President & CEO, Sara Martinez, VP of Development and Ana Rausch, VP of Programs, shared a presentation on the successes of the CHHIP program, mental health initiatives and rapid re-housing efforts. Discussion ensued and questions were asked and answered. No further action was required.

CONSENT AGENDA

Chair Ashby presented the sole item on the consent agenda, which authorizes a contract assignment with Interstate Tax Management for assessment collection services. She called for questions or discussion. There being none, upon a motion duly made and seconded, the consent agenda was passed as presented.

PROGRAM AUTHORIZATIONS

Operations

Mr. Eury presented an item to the Board to authorize an expenditure to The Coalition for the Homeless for 2021 funding for the Community COVID Housing Program, in an amount not to exceed $500,000. Upon a motion duly made and seconded, the Board approved this request as presented.

Next, Mr. Eury presented to the Board an item to authorize the Executive Director to execute amendments as needed related additional expenditures with Clutch Consulting Group for homeless population facilitation in an amount not to exceed $100,000, an increase of $40,000 over a previous authorization. No questions were asked and no discussion took place. Upon a motion duly made and seconded, this request was approved as presented.

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Planning, Design & Capital Projects

Lonnie Hoogeboom presented an item authorizing the President/CEO to execute an amended agreement and expenditure with Central Houston Civic Improvement for continued planning on the North Houston Highway Improvement Project, in an amount not to exceed $250,000. No questions or discussion took place. Upon a motion made and seconded, this request was approved as presented.

Marketing and Communications

Angie Bertinot presented an authorization for agreements and related expenditures for programming at Market Square Park, in an amount not to exceed $220,000. No discussion took place or questions were asked. Upon a motion duly made and seconded, the Board approved this request as presented.

BRIEF PROGRAM UPDATES

Operations

Mr. DeBord provided an update on Operations matters for the prior month. There was no discussion or questions. No action was required.

Planning, Design and Capital Projects

Mr. Hoogeboom provided an update on planning, design and capital projects. No questions were asked. Discussion did not take place. No action was required.

Economic Development Program

Mr. Pieroni provided an update on economic development matters for the prior month. No further action was required.

Marketing and Communications Report

Ms. Bertinot provided an update on marketing and communications for the prior month. No questions or discussion took place. No action was required.

DIRECTORS’ QUESTIONS ON OTHER INITIATIVES

There were no questions.

OTHER BUSINESS

Chair Ashby stated that the next meeting is scheduled for March 11, 2021. There being no further business to come before the Board, the meeting was adjourned at 1:30 p.m.

Wendy Cloonan, Secretary Houston Downtown Management District

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To Management Houston Downtown Management District

Management is responsible for the accompanying financial statements of the Houston Downtown Management District (the District), which comprise the governmental fund balance sheets and statements of net position as of February 28, 2021 and 2020, and the related statements of activities for the months then ended, in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these financial statements.

Management has elected to omit substantially all the disclosures required by accounting principles generally accepted in the United States of America and the required supplementary information that the Government Accounting Standards Board (GASB) requires to be presented to supplement the basic financial statements. If the omitted disclosures, and GASB required supplementary information were included in the financial statements, they might influence the user’s conclusions about the District’s financial position, results of operations, and cash flows. Accordingly, the financial statements are not designed for those who are not informed about such matters.

The Variance Analysis on page 4 is presented to supplement the basic financial statements. Such information is presented for purposes of additional analysis and, although not a required part of the basic financial statements. The Variance Analysis is the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The supplementary information was subject to our compilation engagement. We have not audited or reviewed the supplementary information and do not express an opinion, a conclusion, nor provide any assurance on such information.

Houston, Texas March 08, 2021

www.tnccpa.com 700 Westgreen Blvd, Katy, TX 77450 1336 Brittmoore Rd, Ste 2408, Houston, TX 77043 1104 Rayord Blvd, Spring, TX 77386 9600 Bellaire Blvd #207, Houston, TX 77036 7 Houston Downtown Management District Governmental Fund Balance Sheets and Statement of Net Position February 28, 2021 and February 29, 2020

2021 2020 HDMD Operating HDMD Capital GreenLink Total HDMD Operating HDMD Capital GreenLink Total Year to Date Year to Date Year to Date (Memo Only) Year to Date Year to Date Year to Date (Memo Only) Assets Cash $ 20,913,636 $ 5,219,321 $ - $ 26,132,957 $ 19,137,467 $ 4,618,655 $ 606,379 $ 24,362,500 Assessments Due 450,551 42,683 493,234 164,021 21,285 185,305 Accounts Receivable 218,072 - - 218,072 115,586 7,800 - 123,386 Prepaid Expense 26,235 - - 26,235 26,235 - - 26,235 Inventory ------79,148 79,148 Property & Equipment, Net 776,731 34,533 - 811,264 862,462 66,181 1,062,248 1,990,890 Intercompany Rec/Pay (86,055) 86,055 - - (111,884) 111,884 - -

Total Assets $ 22,299,169 $ 5,382,593 $ - $ 27,681,762 $ 20,193,886 $ 4,825,805 $ 1,747,774 $ 26,767,465

Liabilities Accounts Payable & Accrued Expenses $ 1,195,733 $ 35,000 $ - $ 1,230,733 $ 887,878 $ 73,500 $ 137,682 $ 1,099,061 Deferred Revenue & Reserve for Refunds 1,167,406 108,524 - 1,275,930 10,504 1,369 - 11,873

Total Liabilities & Deferred Revenue 2,363,139 143,524 - 2,506,664 898,382 74,869 137,682 1,110,933

Fund Balances Unreserved, Undesignated 19,136,030 19,136,030 18,495,504 18,495,504 Unreserved, Designated for Catastrophy 800,000 800,000 800,000 800,000 Reserved for Capital Projects 5,239,069 - 5,239,069 4,750,935 1,610,092 6,361,027 19,936,030 5,239,069 - 25,175,099 19,295,504 4,750,935 1,610,092 25,656,532

Total Liabilities, Deferred Revenue & Fund Balances $ 22,299,169 $ 5,382,593 $ - $ 27,681,762 $ 20,193,886 $ 4,825,805 $ 1,747,774 $ 26,767,465

3/4/2021 2:10 PM See accountant's report. Page 1 of 4 8 Houston Downtown Management District Statement of Activities Two Months Ended February 28, 2021 Operating Capital Total Fav (Unfav) YTD Actual YTD Actual YTD Actual YTD Budget Variance Revenues Assessment Revenue -$ -$ -$ -$ -$ Operations Revenue 89,351 - 89,351 62,648 26,703 Project Revenue 4,242 - 4,242 24,083 (19,842) Salary Reimbursements 23,892 - 23,892 8,333 15,559 Interest Income 2,329 650 2,979 21,667 (18,687) Total Revenues $ 119,814 $ 650 $ 120,464 $ 116,731 $ 3,733

Expenses Downtown Feels Safe & Comfortable at All Times Collaboration to Maintain Low Crime Rate $ 274,956 -$ $ 274,956 $ 512,200 $ 237,244 Reduced Presence of Homeless & Street Persons 49,668 - 49,668 218,833 169,165 Downtown Sidewalks are Comfortably Lighted 7,102 - 7,102 18,333 11,231 Downtown Clean & Well-Kept Appearance 539,392 - 539,392 684,867 145,475 Remove Signs of Disorder in Downtown 4,999 - 4,999 5,833 834 Prepare for Emergencies 15,537 - 15,537 17,250 1,713 891,654 - 891,654 1,457,317 565,662 Public Realm is Charming, Inviting, Beautiful & Celebrates the Life of the City Key Pedestrian Streets are Inviting 10,923 - 10,923 73,417 62,494 Public Spaces Managed, Programmed, & Delightful 65,319 - 65,319 147,000 81,681 Place of Civic Celebration 37,210 - 37,210 137,583 100,374 113,451 - 113,451 358,000 244,549 Accessible to Region & Easy to Get Around Effective Transit Access More Places, More Hours 151,889 - 151,889 3,750 (148,139) Convenient Circulation Without Personal Vehicle 5,142 - 5,142 - (5,142) Easy To Find Way Around 7,720 - 7,720 16,667 8,946 Connect Neighbors & Districts Inside/Outside Downtown 1,436 - 1,436 1,000 (436) Convenient, Understandable & Managed Parking 1,261 - 1,261 1,667 406 167,448 - 167,448 23,083 (144,365) Vibrant, Sustainable Mixed-Use Place Best Place to Work in Region 64,176 - 64,176 53,108 (11,067) Exciting Neighborhoods to Live In 23,525 - 23,525 25,417 1,891 Competitive Shopping Place 4,241 - 4,241 833 (3,408) Remarkable Destination for Visitors 8,386 - 8,386 9,583 1,197 100,328 - 100,328 88,942 (11,387) Downtown's Vision & Offering Understood By All Market to Region 107,789 - 107,789 186,642 78,852 Promote Downtown's Ease of Use 4,196 - 4,196 4,250 54 Vision/Development Framework Understood By All 96,881 - 96,881 330,083 233,202 Tools to Assist Continued Redevelopment 13,842 - 13,842 11,500 (2,342) Develop & Maintain Information to Support Downtown 6,371 - 6,371 6,667 296 229,079 - 229,079 539,142 310,063 District Governance & Service Known for Excellence Engage Stakeholders in Decision Making 133,968 - 133,968 110,261 (23,707) Communications to Owners, Tenants & Others 10,647 - 10,647 5,000 (5,647) Preservation of Districts' Capital Assets 35,999 - 35,999 35,000 (999) 180,615 - 180,615 150,261 (30,354) Capital Improvement & Expenditures Downtown Feels Safe & Comfortable - - - - - Public Realm is Charming, Inviting, & Beautiful - - - 222,500 222,500 Accessible to Region & Easy to Get Around - - - 140,000 140,000 Vibrant, Sustainable Mixed-Use Place - - - 90,000 90,000 Downtown's Vision & Offering Understood By All - - - - - Capital Replacement Expenditure - 2,115 2,115 39,250 37,135 - 2,115 2,115 491,750 489,635 Total Expenses $ 1,682,576 $ 2,115 $ 1,684,691 $ 3,108,494 $ 1,423,804

Depreciation Expense 14,599 4,057 18,656 18,428 (227) Excess of Revenue Over Expenses GAAP Basis $ (1,577,360) $ (5,522) $ (1,582,882) $ (3,010,191) $ 1,427,309

3/4/2021 2:10 PM See accountant's report. Page 2 of 4 9 Houston Downtown Management District Statement of Activities Two Months Ended February 28, 2021 and February 29, 2020 2021 2020 Operating Capital Total Total Fav (Unfav) YTD Actual YTD Actual YTD Actual YTD Actual Variance Revenues Assessment Revenue $ - $ - $ - $ 24,778 $ (24,778) Operations Revenue 89,351 - 89,351 44,395 44,956 Project Revenue 4,242 - 4,242 9,170 (4,928) Salary Reimbursements 23,892 - 23,892 (14,791) 38,683 Interest Income 2,329 650 2,979 43,757 (40,778) Total Revenues $ 119,814 $ 650 $ 120,464 $ 107,309 $ 13,155

Expenses Downtown Feels Safe & Comfortable at All Times Collaboration to Maintain Low Crime Rate $ 274,956 $ - $ 274,956 $ 358,116 $ 83,159 Reduced Presence of Homeless & Street Persons 49,668 - 49,668 52,149 2,481 Downtown Sidewalks are Comfortably Lighted 7,102 - 7,102 11,939 4,837 Downtown Clean & Well-Kept Appearance 539,392 - 539,392 491,032 (48,359) Remove Signs of Disorder in Downtown 4,999 - 4,999 5,786 787 Prepare for Emergencies 15,537 - 15,537 15,348 (189) 891,654 - 891,654 934,370 42,715 Public Realm is Charming, Inviting, Beautiful & Celebrates the Life of the City Key Pedestrian Streets are Inviting 10,923 - 10,923 9,812 (1,110) Public Spaces Managed, Programmed, & Delightful 65,319 - 65,319 120,116 54,797 Place of Civic Celebration 37,210 - 37,210 133,195 95,985 113,451 - 113,451 263,123 149,672 Accessible to Region & Easy to Get Around Effective Transit Access More Places, More Hours 151,889 - 151,889 2,061 (149,828) Convenient Circulation Without Personal Vehicle 5,142 - 5,142 105,463 100,321 Easy To Find Way Around 7,720 - 7,720 7,478 (243) Connect Neighbors & Districts Inside/Outside Downtown 1,436 - 1,436 1,566 131 Convenient, Understandable & Managed Parking 1,261 - 1,261 1,221 (40) 167,448 - 167,448 117,790 (49,659) Vibrant, Sustainable Mixed-Use Place Best Place to Work in Region 64,176 - 64,176 58,812 (5,364) Exciting Neighborhoods to Live In 23,525 - 23,525 23,192 (333) Competitive Shopping Place 4,241 - 4,241 4,591 350 Remarkable Destination for Visitors 8,386 - 8,386 8,123 (264) 100,328 - 100,328 94,718 (5,611) Downtown's Vision & Offering Understood By All Market to Region 107,789 - 107,789 161,334 53,545 Promote Downtown's Ease of Use 4,196 - 4,196 4,064 (132) Vision/Development Framework Understood By All 96,881 - 96,881 307,604 210,723 Tools to Assist Continued Redevelopment 13,842 - 13,842 14,269 428 Develop & Maintain Information to Support Downtown 6,371 - 6,371 6,170 (200) 229,079 - 229,079 493,442 264,363 District Governance & Service Known for Excellence Engage Stakeholders in Decision Making 133,968 - 133,968 129,067 (4,901) Communications to Owners, Tenants & Others 10,647 - 10,647 4,065 (6,582) Preservation of Districts' Capital Assets 35,999 - 35,999 33,883 (2,117) 180,615 - 180,615 167,015 (13,600) Capital Improvement & Expenditures Downtown Feels Safe & Comfortable - - - 3,266 3,266 Public Realm is Charming, Inviting, & Beautiful - - - 1,200 1,200 Accessible to Region & Easy to Get Around - - - 22,135 22,135 Vibrant, Sustainable Mixed-Use Place - - - - - Downtown's Vision & Offering Understood By All - - - - - Capital Replacement Expenditure - 2,115 2,115 35,968 33,854 - 2,115 2,115 62,570 60,455 Total Expenses $ 1,682,576 $ 2,115 $ 1,684,691 $ 2,133,027 $ 448,337

Depreciation Expense 14,599 4,057 18,656 20,512 1,857 Excess of Revenue Over Expenses GAAP Basis $ (1,577,360) $ (5,522) $ (1,582,882) $ (2,046,230) $ 463,348

3/4/2021 2:10 PM See accountant's report. Page 3 of 4 10

Houston Downtown Management District Variance Analysis Two Months Ended February 28, 2021

Operating Budget 1) Revenue-Operations revenue ahead of budget $21K in METRO bus stop cleaning and $16K in fountain reimbursement and behind ($10K) in trash program revenue, marketing revenue ($3K) behind budget due to decline in Market Square Park kiosk rent, ($2K) in magazine advertising and ($15K) in event revenue, $16K ahead of budget in contractor reimbursements and ($19K) behind budget in interest income due to the declines in interest rates.

2) Goal 1a-Collaboration to Maintain Low Crime Rate-Ahead of budget $95K in safety guide personnel, $24K in Off- Duty Officers, $97K in SEAL Security and $21K in PITT program expenditures.

3) Goal 1b-Reduced Presence of Homeless & Street Persons-Ahead of budget $167K in homeless program support.

4) Goal 1d-Downtown Noted for Cleanliness & Well-kept Appearance-Ahead $36K in street team labor, $9K in operations center facility, $22K in paver repairs, $50K in landscaping and tree maintenance and $23K in irrigation repairs.

5) Goal 2a-Key Pedestrian Streets Are Inviting-Ahead of budget $62K in floral displays.

6) Goal 2b-Key Public Spaces Programmed and Delightful-Ahead of budget in Main Street Square maintenance $12K, Market Square Park maintenance $7K and programming $61K due to canceled events.

7) Goal 2c-Place of Civic Celebration-Ahead of budget $52K in Art Blocks program, $10K in banner/pot maintenance, $14K due to timing on holiday expenditures and $23K on Allen Parkway Maintenance reimbursed by DRA.

8) Goal 3a-Effective Transit Access-Behind budget ($150K) on Ft. Bend Transit, originally budgeted to start in summer.

9) Goal 4a-Best Place to Work in Region-Behind budget ($11K) due to 2020 additional expenditures.

10) Goal 5a-Market to Region-Ahead of budget $79K in marketing expenditures.

11) Goal 5c-Vision Understood By All-Ahead $233K in planning expenditures.

12) Goal 6c-Preservation of District's capital assets-Behind budget ($6K) due to website upgrades budgeted in 2020, paid in 2021 and ($13K) in assessment collection services due to timing of the invoices.

Capital Budget 13) Ahead of budget $210K due to delay in fabricating the Texas Avenue pole skirts and $12K in delay in procuring new banners.

14) Ahead of budget $40K in street sign updates and $100K in parking lot edge landscapting due to delay in projects.

15) Ahead of budget $90K due to delay in Main Street More Space grant program.

16) Ahead of budget $37K in capital replacement expenditures due to timing of projects.

3/4/2021 2:10 PM See accountant's report. Page 4 of 4 HOUSTON DOWNTOWN MANAGEMENT DISTRICT 11 AP Check Register (Current by Bank) Check Dates: 2/1/2021 to 2/28/2021

Check Date Status* Vendor ID Payee Name Amount No. BANK ID: A - OPERATING ACCT-JPMORGAN 101.000 * 32827 02/01/21 P 1200 CENTRAL HOUSTON, INC $207,955.34 * 32828 02/01/21 V 2/1/21 1200 32829 02/01/21 V 2/1/21 1200 32830 02/01/21 V 2/1/21 1200 32831 02/01/21 V 2/1/21 1200 32832 02/01/21 V 2/1/21 1200 32833 02/01/21 V 2/1/21 1200 32834 02/01/21 V 2/1/21 1200 32835 02/01/21 V 2/1/21 1200 32836 02/01/21 V 2/1/21 1200 32837 02/01/21 V 2/1/21 1200 32838 02/01/21 V 2/1/21 1200 32839 02/01/21 V 2/1/21 1200 32840 02/01/21 V 2/1/21 1200 32841 02/01/21 V 2/1/21 1200 32842 02/01/21 V 2/1/21 1200 32843 02/01/21 V 2/1/21 1200 32844 02/01/21 V 2/1/21 1200 32845 02/01/21 V 2/1/21 1200 32846 02/01/21 V 2/1/21 1200 32847 02/01/21 V 2/1/21 1200 32848 02/01/21 V 2/1/21 1200 32849 02/01/21 V 2/1/21 1200 32850 02/01/21 V 2/1/21 1200 32851 02/01/21 V 2/1/21 1200 32852 02/01/21 V 2/1/21 1200 32853 02/01/21 V 2/1/21 1200 32854 02/01/21 V 2/1/21 1200 32855 02/01/21 V 2/1/21 1200 32856 02/01/21 V 2/1/21 1200 32857 02/01/21 V 2/1/21 1200 32858 02/01/21 V 2/1/21 1200 32859 02/01/21 V 2/1/21 1200 32860 02/01/21 V 2/1/21 1200 32861 02/01/21 V 2/1/21 1200 32862 02/01/21 V 2/1/21 1200 32863 02/01/21 V 2/1/21 1200 32864 02/01/21 V 2/1/21 1200 32865 02/01/21 V 2/1/21 1200 32866 02/01/21 V 2/1/21 1200 32867 02/01/21 V 2/1/21 1200 32868 02/01/21 V 2/1/21 1200 32869 02/01/21 V 2/1/21 1200 * 32880 02/04/21 P 0381 AMBROSE COMMUNICATIONS,LLC $3,186.75 * 32881 02/04/21 P 1543 CITY OF HOUSTON $700.62 32882 02/04/21 P 4756 CKP COMMUNICATIONS,LLC $5,750.00 32883 02/04/21 P 6231 MWM PARTNERS,LLC $6,250.00 32884 02/04/21 P 9097 WHITE DISTRIBUTION SYSTEMS $950.00 32885 02/10/21 P 0490 ASSOCIATED LANDSCAPE SERVICES $24,023.27 32886 02/10/21 P 0592 BETA TECHNOLOGY,INC. $1,205.36 32887 02/10/21 P 0511 BLOCK BY BLOCK $271,304.45 HOUSTON DOWNTOWN MANAGEMENT DISTRICT 12 AP Check Register (Current by Bank) Check Dates: 2/1/2021 to 2/28/2021

Check Date Status* Vendor ID Payee Name Amount No. 32888 02/10/21 P 3288 BRACEWELL $1,258.75 32889 02/10/21 P 9819 BRYAN K BENNETT $914.53 32890 02/10/21 P 1225 CENTRAL HOUSTON CIVIC IMPROVEM $26,693.33 32891 02/10/21 P 1540 CITY OF HOUSTON (WATER DEPT) $96.06 32892 02/10/21 P 1801 DIRECTV $98.23 32893 02/10/21 P 2761 FILM LAB CREATIVE $9,422.50 32894 02/10/21 P 2929 FORT BEND BATTERY & GOLF CARTS $2,365.75 32895 02/10/21 P 3298 GULF COAST PAVERS,INC. $27,600.00 32896 02/10/21 P 3550 HARDY & HARDY $3,550.00 32897 02/10/21 P 3630 HOME DEPOT CREDIT SERVICES $147.98 32898 02/10/21 P 4441 IT EQUIPMENT FINANCING,LLC $304.73 32899 02/10/21 P 5211 KEITH GOULD $13.27 32900 02/10/21 P 5540 LINCOLN COLWELL $1,760.00 32901 02/10/21 P 5700 LONE STAR FLAGS AND FLAGPOLES $559.00 32902 02/10/21 P 5710 LVA 4 HOUSTON GREENSTREET LP $560.00 32903 02/10/21 P 5703 MICHAEL LOESSIN $500.00 32904 02/10/21 P 9948 ORKIN PEST CONTROL $110.00 32905 02/10/21 P 7400 PFEIFFER & SON, LTD $7,854.18 32906 02/10/21 P 8034 RC SOLUTIONS, INC. $1,200.00 32907 02/10/21 P 8182 SANDRA COOK $1,312.50 32908 02/10/21 P 8315 SWANK MOTION PICTURES, INC $1,795.00 32909 02/10/21 P 8562 TEXAS WASTE COMPANY $265.20 32910 02/10/21 P 0843 THE BLACK SHEEP AGENCY $25,080.00 32911 02/10/21 P 3948 THE HARRIS CENTER FOR $10,331.63 32912 02/10/21 P 8544 TML INTERGOVERNMENTAL RISK $35,999.32 32913 02/10/21 P 8609 TOUCH & AGREE PROPERTY $4,185.90 32914 02/10/21 P 8655 TRIPLE R BROTHERS, LTD $65.77 32915 02/10/21 P 8907 VICTORIA REID $42.69 32916 02/10/21 P 6454 WALTER P MOORE ENGINEERS $8,075.00 32917 02/10/21 P 9067 WASTE MANAGEMENT OF TEXAS, INC $162.84 32918 02/10/21 P 9140 WEINGARTEN ART GROUP $2,825.00 32919 02/10/21 P 9045 WESTERN FIRST AID & SAFETY $185.38 32920 02/11/21 P 3992 HOUSTON DOWNTOWN MGMT DISTRICT $1,281,921.15 32921 02/23/21 P 9789 601 JEFFERSON TOWER (TX) LLC $15,831.63 32922 02/23/21 P 9790 BSREP II HOUSTON OFFICE 2HC $21,338.35 32923 02/23/21 P 9790 BSREP II HOUSTON OFFICE 2HC $22,025.04 32923 02/23/21 V 2/23/21 9790 BSREP II HOUSTON OFFICE 2HC ($22,025.04) 32924 02/23/21 P 9792 DON L & HELLEN R FOSTER $18.48 32925 02/23/21 P 5986 DOWNTOWN REDEVELOPMENT $30.00 32926 02/23/21 P 9791 KATHY C SAMPERI $24.20 32927 02/23/21 P 6020 MARLOWE VP, LP $447.25 32928 02/25/21 P 9750 717 TEXAS LP $26,087.87 32929 02/25/21 P 0490 ASSOCIATED LANDSCAPE SERVICES $655.00 32930 02/25/21 P 0497 AUTOZONE, INC. $236.50 32931 02/25/21 P 0592 BETA TECHNOLOGY,INC. $306.09 32932 02/25/21 P 1550 CITY OF HOUSTON $419.86 32933 02/25/21 P 2119 EMERGENCY CLEANING SOLUTIONS $662.82 32934 02/25/21 P 2930 FORT BEND COUNTY $150,000.00 32935 02/25/21 P 3279 GRAINGER $243.57 32936 02/25/21 P 3510 H.B.S WAREHOUSE ASSOC. $3,364.58 32937 02/25/21 P 3771 HOLLY BERETTO $2,301.75 32938 02/25/21 P 6287 JONES & CARTER,INC. $2,454.37 32939 02/25/21 P 5211 KEITH GOULD $13.99 32940 02/25/21 P 5710 LVA 4 HOUSTON GREENSTREET LP $19,030.83 32941 02/25/21 P 5987 MAINTENANCE TO GO $15,636.25 HOUSTON DOWNTOWN MANAGEMENT DISTRICT 13 AP Check Register (Current by Bank) Check Dates: 2/1/2021 to 2/28/2021

Check Date Status* Vendor ID Payee Name Amount No. 32942 02/25/21 P 7400 PFEIFFER & SON, LTD $808.37 32943 02/25/21 P 7712 POWER PEST CORP $7,820.00 32944 02/25/21 P 3400 RAFFLE PARKING COMPANY,LLC $860.00 32945 02/25/21 P 8119 ROADRUNNER RECYCLING, INC $1,797.81 32946 02/25/21 P 2550 SCOTT FINKE $14.22 32947 02/25/21 P 8151 SEARCH HOMELESS SERVICES $13,105.94 32948 02/25/21 P 0596 STRIKE MARKETING $5,000.00 32949 02/25/21 P 8301 SWA GROUP $46,725.00 32950 02/25/21 P 8609 TOUCH & AGREE PROPERTY $2,740.60 32951 02/25/21 P 9140 WEINGARTEN ART GROUP $2,825.00 32952 02/25/21 P 9081 WESTPARK COMMUNICATIONS, L.P $52.50 32953 02/25/21 P 9787 BSREP II HOUSTON OFFICE 3HC $22,025.04

BANK A REGISTER TOTAL: $2,341,459.35

BANK ID: B - CAPITAL ACCT-JPMORGAN 102.000 3911 02/25/21 P 9750 717 TEXAS LP $2,426.77

BANK B REGISTER TOTAL: $2,426.77

GRAND TOTAL : $2,343,886.12

* Check Status Types: "P" - Printed ; "M" - Manual ; "V" - Void ( Void Date ); "A" - Application; "E" - EFT ** Denotes broken check sequence. 14 15 MEET THE TEAM

The District operates to leverage public funds with assessments to improve facilities and services and accelerate area improvements that benefit the area above and beyond the level presently provided by local government or voluntary effort. NEW!

A brand strategy and A full-service marketing An interdisciplinary A full-service video Freelance photographer and creative agency. team specializing in brand experience firm production studio creative. • Campaign strategy media-services. specializing in visual • Video pre-production • Photography storytelling through design, and messaging • Media negotiations • Video production • Short videos software, and film. • Content creation • Digital and social media • Content • Website • Design marketing • Software We Are Downtown 16 Advertising ▪ Social (paid and organic)- ongoing ▪ Digital TV (Connected TV and Hulu)- commercials beginning in April ▪ Experimenting by producing 15 sec commercials instead of 30 sec for the spring ▪ #1 Events- cistern, movies @ MSP, exercise at Discovery Green, live music at Finn Hall, Aquarium ▪ Shake up your everyday and come explore Downtown. From new art installations to live music, sweat sesh’s and movie nights, we’re keeping Houston inspired and entertained. Join us. We are Downtown. ▪ #2 Food- Day 6 Coffee, Bravery, Guard & Grace, Little Dipper/Main St., Saint Arnold ▪ Eat. Drink. Sip. Slurp. Love. Downtown Houston’s restaurants and bars are open and ready for you, whether you’re looking for dine-in or take-out, indoor or al fresco. Join us. We are Downtown ▪ KTRK Ch. 13 Partnership- :15-:30 commercials beginning in May

Stakeholder Workshop/WADT/Marketing 101 | Thursday, March 25 at 10 am 17 18 19 20

DOWNTOWN HOUSTON ON TIKTOK:

And did you know @Downtown.Houston is now on TikTok? TikTok is a great way to make video content on-the-fly with a robust editing tool.

It’s great for behind-the-scenes content, like seeing how your business is run, meeting more of your team or shouting out the Downtown community.

Though a newer platform, it’s one that Downtown is experimenting with in order to make more real-time content. 21

QUESTIONS? Bagby Holiday Décor: Why 22

▪ Mayor’s directive to transform and enliven the west side of Downtown “like Avenida on the east” ▪ Enormous investment in Bagby street improvements ▪ Support of large and longtime stakeholders and attractions ▪ Leverages audiences visiting civic and public spaces during the holiday season; supports hotel and office in the area ▪ The “street” becomes a unique and exciting destination ▪ Supports Downtown as a whole as “the place to be” during the holidays 23 24 25 26 27 28 29 30 31 32 ▪ All trees will have twinkle lights ▪ 70 banners (single banner that faces towards street) 33 Holiday Décor Budget 34

2021 2022 2023 2024 2025 Total Service Plan

Bagby Street

Decorations $ 476,106 $ 476,108 $ 476,108 $ 260,843 $ 260,843 $ 1,950,008

Tree twinkle lights $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 20,000 $ 100,000

Total $ 496,106 $ 496,108 $ 496,108 $ 280,843 $ 280,843 $ 2,050,008

Current Budget (Main Street & Market Square Park) $ -

Budgeted $ 425,000 $ 425,000 $ 425,000 $ 425,000 $ 425,000 $ 2,125,000

Projected $ 300,000 $ 300,000 $ 425,000 $ 425,000 $ 425,000 $ 1,875,000 35

DISCUSSION 36

ACTION ITEM Authorize executive director to sign an agreement and related expenditures for Main Street and Market Square Park holiday décor.

SERVICE PLAN 2021-2025 Account Code 834.207 Budget Amount $ 425,000 2021

REQUEST $ 300,000

DESCRIPTION Our holiday décor program focuses on Main Street from Polk to Commerce.

Main Street- Polk to Commerce- sphere trees, pole décor, NOEL display and street transverses- $189,000 Market Square Park- $20,000 Twinkle Lights- $55,000 Power relocation & pole décor installation/deinstallation- $30,000

We have a three-year lease with Always in Season for the Main Street décor for 2018-2020; now in year four, costs have dropped as we’ve paid out capital costs and now are just paying for storage, labor, installation and deinstallation and basic refurbishment.

DISCUSSION The changes to Downtown over the past three years have been extraordinary—new residential, hospitality, office, retail and education facilities—and much of this development has been on Main Street or within just a block or two away.

Most world-class cities have spectacular holiday décor, creating a destination that ultimately support and promote economic development.

The plan supports Downtown becoming the greatest place to be; positions Downtown as a regional holiday destination; drives traffic to Downtown businesses supports existing holiday activities; and creates PR and buzz.

DBE PROGRAM Contractors are not DBE firms.

ACTION ITEM Authorize executive director to sign an agreement and related expenditures for Bagby Street holiday décor.

SERVICE PLAN 2021-2025 Account Code 834.207 Budget Amount $ 425,000 2021 ($300,000 programmed for Main Street/ Market Square)

REQUEST $ 500,000

DESCRIPTION We have identified three areas along Bagby for signature moments: 1000 block (HPL & Sam Houston Park), 800/700 block (Hobby Center & Tranquility Park) and 400 block (Downtown Aquarium). Each is a creative and original design (read: nothing else like it in Houston) made with the highest quality materials. This also includes installation of twinkle lights in the new street trees.

DISCUSSION Due to Bagby Street improvements being completed earlier than anticipated, we are presenting a holiday décor package for 2021 for consideration. This project is not budgeted so the monies requested will overspend the current budget item. Please note that the lease agreement is for three years, if we extend, years four and five expenses would decrease approximately 43 percent.

Bagby Street is unique; and unlike Main Street, the décor is not just an “accessory” but needs to be a major attraction, driving people to the street, while supporting the major destinations located along Bagby. Why do we need to make an impact: - Mayor’s directive to transform and enliven the west side of Downtown “like Avenida on the east” - Enormous investment in Bagby street improvements - Support of large and longtime stakeholders and attractions - Leverages audiences visiting civic and public spaces during the holiday season; supports hotel and office in the area - The “street” becomes a unique and exciting destination - Supports Downtown as a whole as “the place to be” during the holidays This is a sole source procurement as Always in Season is the only local holiday specialist of its size in Houston and the exclusive dealer of French lighting designer and supplier Blacheré Illumination products.

DBE PROGRAM Contractors are not DBE firms.

ACTION ITEM Authorize Executive Director to enter into an agreement for electricity service starting in 2023.

SERVICE PLAN 2021-2025 Account Code 812.201, 822.252, 822.253 Budget & Year N/A

REQUEST N/A (Execution of agreement only)

DESCRIPTION This authorization allows the District to enter into an agreement to change our electricity provider to TXU Energy and lock into a fixed rate including nodal charges for 36 months starting in 2023.

DISCUSSION The District’s energy advisor reached out to us and researched available offers to lock in rates. Some companies are not signing agreements currently due to the power grid issues occurring during the recent artic freeze. TXU has an offer for a fixed rate at approximately $0.041, which is below our current rate of $0.051. This rate would apply to all meter accounts on our collective bill, including the Operations Center, warehouse and all the electrical meters for the streetscape amenities.

M/WBE Participation N/A

MEMORANDUM March 11, 2021

TO: Board of Directors

FROM: Brett DeBord, Director of Operations and Capital Projects

RE: Operations Update

FACILITIES UPDATE: (Scott Finke, Operations Administrator)

Graffiti Removal: There has been an increase in the amount of graffiti on private properties in recent months. Once graffiti has been reported or seen by the District, we contact the property manager to request the owner of the property to remove the graffiti. If the owner does not have the capability to remove the markings in a timely manner, the District can provide assistance with the removal or covering the graffiti for the property. Our goal is to remove the markings as soon as possible to reduce the amount of graffiti within the District and minimize the chances of others adding more graffiti to the area.

Texas Avenue Decorative Pole Skirts: Over time, some of the decorative street light pole skirts along Texas Avenue have been damaged due to vehicular accidents. Staff located a fabricator that was able to make a pattern of the existing skirts and manufacture ten replacement skirts, which were received at our warehouse on March 4th. The District is now working with another vendor to produce the historical marker inserts for the pole skirts. Eight of the skirts will be installed to replace damaged skirts, and the remaining two will be stored at the warehouse for attic stock.

QUALITY CONTROL UPDATE: (Keith Gould, Quality Control Manager)

Landscaping: Prior to the February 15-19 artic freeze, all irrigation was turned off, lines were drained, and backflow preventers were covered. The flowers that were covered at the Main Street Fountain and Market Square Park were able to survive the freeze; however, there was significant plant damage throughout the District. Removal of dead flowers and the cutting back of brown plants began the following week and are expected to recover in mid-late March. Color Specialists will be doing a Spring color changeout starting the week of March 1 with the McKinney/Lamar pots and Crawford Island. Main Street Square, Main Street trough planters, and Dallas Street are scheduled for the week of March 8th. Market Square Park will be ready for color change out on March 19th and Main Street medians will be on April 12th.

Block by Block: Scoring for the month of January was a 4.23, which is a slight drop from a 4.43 the previous month. During the week of the freeze, most of Block by Block employees were not able to report to work due to icy roads and/or problems they were encountering with their homes. Homeless congregations left many areas of Downtown littered with trash. Once cleaning ambassadors were able to be deployed again, removal of litter and homeless waste was completed in a timely manner. Graffiti removal increased from 416 in January to 542 in February, which can be attributed to little presence of pedestrians during the week of the freeze.

Homeless Encampments: The DRT unit of HPD is adjusting their schedules to work 5 days a week in downtown, thus giving us an extra day for encampment clean ups. Starting in March, the Chartres Encampment will be cleaned on Mondays and Thursdays, Pierce Encampment will be serviced on Tuesdays and Fridays, and Allen Parkway will be cleaned on Wednesdays. The Chartres Encampment is still seeing a tent increase in the area between Ruiz and Runnels, with the latest tent count of 72. The Pierce Encampment has stayed steady with a tent count of 29, and Allen Parkway is rapidly expanding with a tent count of approximately 50 tents. In addition to the encampment clean ups, the DRT is assisting us in cleaning the areas of 400 San Jacinto, Beacon, Main/Preston, Bagby underpass, and other hotspot areas on an as needed basis.

CONSTRUCTION AND CAPITAL PROJECTS: (Dusty McCartney, Construction Manager)

Bagby Street Improvement Project: The Bagby Project continues to make incredible progress by completing the 12” waterline on the east side of Bagby from Walker to Dallas. The electrical contractors have begun pulling wire at the intersections of Texas/Bagby and Prairie/Bagby that will provide power for the new traffic signals, pedestrian signals, and pedestrian push buttons. Roadway paving in Hobby Center block between Rusk and Walker has been completed. Current project completion is scheduled for March 2022.

Downtown Landscape Infill Project: The Landscape Infill project is moving along rapidly. With two blocks complete, the remaining five blocks are scheduled to be completed before the end of March. This new addition to downtown will bring pleasant landscaping along the parking lots that not only looks appealing but will create a safe barrier between the parking lots and the pedestrian sidewalks.

Operations Center Generator: The Operations team had a walk-through review with the garage owner and received positive feedback of this new addition. The location of the transfer switch and generator roll up box have been relocated to the original generator location which puts it closer to the road if the need arises for a temporary generator to be on site. Staff is expected to 41

receive the final revisions of the drawings by the end of month and then will proceed with the bidding process.

PUBLIC SAFETY AND EMERGENCY RESPONSE: (James Kennedy, Operations Manager)

Outreach Programs: Due to this winter storm, the George R. Brown served as a warming center for those in need, including the homeless community. As a result, our outreach team with SEARCH spent a few days at the warming center connecting with approximately 400 homeless individuals and connecting over 200 to housing programs. Our teams continue to work with the City of Houston and the Coalition for the Homeless to serve the homeless community.

Downtown Public Safety Guides: The number of ambassador interactions took a small drop in February; 2,791 compared to 3,531 in January. The drop in numbers is due to the few days our teams were off the street during the winter storm and the following days after the storm where people remained home. The winter storm kept our team off the streets for three days, but they returned at the end of the week to aid in identifying issues and other recovery efforts.

Interestingly, our civility complied interactions increased to 4,116 as compared to 3,999 in January. This is indicative of the number of issues we have been dealing with throughout the month of February. Overall, our homeless count dropped to 623 compared to 646; however, individuals responding as “non-compliant” increased.

Off Duty HPD Police Program: HPD officers were called to work extra on duty patrols in preparation and response to the winter storm, which caused a slight drop in the numbers from 422 in January to 318 in February. There was also a dip in overall quality of life issues, falling from 205 in January to 174 in February.

SEAL Security: The winter storm impacted SEAL as they were unable to provide patrols for three days (M-W) during the storm. On Thursday, they were able to work from 9am – 5pm and were back to 100% on Friday. While considering the impact of the storm, the calls to the 24-hour hotline decreased from 203 in January to 165 in February. However, there has been a growing concern regarding public safety and theft in private garages around downtown. We have worked with our SEAL teams to increase evening patrols to many of the parking garages in the northern part of Downtown and will continue to shift patrols and deployments to proactively meet this need.

Page 4 of 4 42 Positive Interactions Homeless Count Sidewalk Cleaning Garbage Disposed (Tons) Reliability Report 15,555 635 4.33 193 83% Total Average Average Total Average Safety & Quality Control

DPSG Monthly Interactions HPD Monthly Interactions 20000 20000 1400 100 18000 18000 90 1200 16000 16000 80 14000 14000 1000 70 12000 12000 60 800 10000 10000 50 600 8000 8000 40

6000 6000 400 30 4000 4000 20 200 2000 2000 10 Ambassador Ambassador 0 0 0 0 Civility- Civility- Complied Complied BC BC

Civility-Non Civility-Non Compl

Homeless Count Sidewalk Cleaning

900 802 777 4.6 800 710 646 4.5 700 606 610 623 4.47 588 4.43 566 548 4.4 600 511 4.36 481 4.33 4.3 4.32 500 441 4.3 4.28 4.3 4.23 400 4.2 4.2 4.17 4.23 300 4.1

200 120 4

100 3.9

0 3.8

Garbage Disposed (Tons) Reliability

120 108.77 February 100% 100% 76% 100% 65% 102.15 103.77 January 100% 100% 72% 100% 13% 100 92.19 90.43 88.76 December 100% 100% 74% 100% 0%

81.55 November 100% 100% 76% 100% 0% 80 75.01 October 100% 100% 78% 100% 0% 67.12 67.31 59.86 September 47% 70% 86% 100% 0% 60 48.13 August 0% 91% 100% 0% July 0% 91% 100% 0% 40 June 83% 0% 92% 100% 0%

May 100% 90% 94% 100% 0% 20 April 100% 93% 94% 100% 0%

March 100% 100% 97% 100% 0% 0 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

Surls Fountain Laurens Fountain Equipment Programs Main St.

MEMORANDUM March 11, 2021

TO: Board of Directors

FROM: Robert C. Pieroni

RE: Economic Development Program Update

Update on the Office Market:

Downtown’s Class A vacancy began March at 21.5% compared to 21.6% at the beginning of February with leasing activity during the past 90 days totaling nearly 673,00-SF. Mid-sized legal and business services firms were among the most active signing 10 leases totaling more than 290,000-SF. The largest transaction was a 38,000-SF new lease by Greenberg Traurig LLP which relocated to different floors within Wells Fargo Plaza. Downtown’s in-office population remains stable at 15-16% as the vaccine is slowly being deployed to the most vulnerable in our population.

Despite setbacks and expected hesitation regarding location decisions due to the COVID-19 pandemic, we believe the significant recent investments by our real estate community will position Downtown to rebound faster than perhaps expected given its collective impact on public perception. With Skanska USA Commercial Development’s recent announcement of 1550 on the Green, Downtown currently has over 1.5M-SF of office under construction, and 22 buildings totaling 19.3M-SF have undergone renovation since 2016. In January, Houston-based Hines and an affiliate of Cerberus Capital Management LP, announced Downtown’s tallest Downtown Office Leases buidling will once again be named December 2020, JPMorgan Chase Tower. The 75- story building changed its name to January - February 2021 700,000 600 Travis in recent years after JPMorgan Chase, the building’s 600,000 main tenant, relocated in 2006, but 500,000 in July signed a 250,000-SF lease 400,000 and will be moving its Houston 300,000

Technology Center, which Feet Square 200,000 employs more than 1,500 100,000 technologists, from 1111 Fannin. - <5,000 5,000-20,000 20,001-50,000 >50,000

New Renewal Sublease

Market Highlights: Residential: Downtown’s overall multifamily occupancy began March at 84.1%, up over February’s rate of 82.3% reflecting the 95 units being occupied during the past month. Rents have stabilized at approximately $1.84-SF/MO with 116 units absorbed year-to-date. Five new multifamily properties are under construction containing more than 1,300 units and four: Sovereign at the Ballpark (229 units); McKee City Living (120 units); Brava (373 units); and Fairfield Residential’s 1810 Main (286 units), are expected to be delivered during the year totaling 1,008 units. Meanwhile, Trammell Crow’s yet to be named tower at 800 Walker (309 units) will be completed during late-2022. As all five properties are finished and commence leasing – notably appealing to a variety of demographic cohorts such as empty nesters, working professionals, mixed affordable housing and the expanding college and university enrollment - Downtown’s residential population is expected to exceed 13,000 by 2023, up from approximately 10,000 residents based on average historical occupancy. Hospitality: The most current data shows Downtown’s hotel occupancy closed January at an average of 14.8%, while low, that rate has stabilized over the past 90 days. Weekends are drawing increasingly more leisure guests in recent months with Fridays in January rising to 21.3% while Saturday occupancy was nearly twice the daily average at 27.0%. In December, the average occupancy was 19.6% and 26.3%, respectively. Last month’s severe winter weather brought many guests to Downtown hotels due to the power outage and as such, February’s monthly occupancy and daily averages should reflect this temporary increased demand. Publications Update: February publications included an expanded Downtown Economic Recovery Monthly Monitoring Update to include historical enhancements and additions to the construction pipelines, leasing activity and performance indicators along with the ongoing bi- weekly Return to Downtown Workforce Survey. Meanwhile, the 37th annual Downtown Office Story publication is underway and more than 75% of those office properties have already completed and returned their 2020 results. This report will be released in spring 2021, is an in-depth proprietary longitudinal analysis of the competitive Downtown office market, based on the collection and analysis of primary data from our most competitive buildings. 45

MEMORANDUM March 11, 2021

TO: Board of Directors

FROM: Lonnie Hoogeboom

RE: Planning & Design and Capital Projects Update

North Houston Highway Improvement Project (NHHIP): Based on the Notice of Availability posted by TxDOT on September 25, 2020, the Final Environmental Impact Statement (FEIS) has been issued and public comments received. Further, the Record of Decision (ROD) was issued by TxDOT on February 4, 2021. FEIS and ROD documents are available for agency and public review at the project website, www.ih45northandmore.com. Per issuance of the ROD, TxDOT is now able to initiate Design-Build contract letting and right-of-way acquisition for the project, with an initial focus on Segment 3.

With long-term continuity of highway and civic opportunity planning since 2012 when the NHHIP was re-launched, Downtown District staff anticipates 2021 as another intensive planning year, with an increased level of engagement with TxDOT, its consultants and contractors, Mayor Turner and his highway Steering Committee, various City departments, METRO, HCFCD, and a broad range of central city agencies and stakeholder groups.

During 2020, TxDOT sub-divided Segment 3 of the NHHIP into 4 project areas. TxDOT will issue respective RFQs, RFPs and award construction contracts for each project area as it progresses towards construction. While staff and consultants will focus on the full extents of Segment 3, the 2021 work effort is prioritized for the following project areas: • Segment 3A –IH-69 from Montrose Blvd. to Alabama St. (Design-Bid-Build Bid Letting Due: late Fall 2021) • Segment 3B –IH-69 from Alabama St. to McGowen St. and SH-288 from Wheeler St. to McGowen St. (Design-Build Proposal Due: October 2021) • Segment 3C –IH-10 from Houston Ave. to Waco St. and IH-45 from North St. to Runnels St. (Design-Build Proposal Due: May 2023).

To continue regular agency meetings with TxDOT and to support the City of Houston in its negotiations with TxDOT, District staff and consultants will continue the work effort to develop aesthetic and technical documents that guide TxDOT’s procurement process and inform future civic opportunities as capital projects by Downtown organizations or allied partners. The current focus of Downtown organizations is preparation of letting documents for Segment 3A and collaborations with consultants, City and County personnel for the IAJR (“Interstate Access Justification Report”) released in February 2021.

46 MEMORANDUM March 11, 2021 Page 2 of 2

Warehouse District Vision Plan Staff and consultants have prepared three planning scenarios as development framework alternatives for the neighborhood. These alternatives were presented at a March 2, 2021 Public Workshop, attended by 54 stakeholders. An online survey and interactive map are available for additional public feedback and District Board members are invited to participate in this process: http://www.downtowndistrict.org/programs/planning-capital-projects/ https://swa.mysocialpinpoint.com/wdvisionplan_2

During March-April, the consultants will consolidate the public feedback into a recommended local area plan for the Warehouse District, and then work towards a final report and public presentation, likely to be issued in June 2021.

METRO LRT / Capitol & Rusk Streets: Based on METRO intentions to modify the light rail infrastructure on Capitol and Rusk such that the southern lane along both streets will become a dedicated transit lane in lieu of the current shared use with other vehicles, a public meeting was hosted by Central Houston, Inc. on February 25, 2021 for METRO to present this project. Based on feedback from stakeholders with objectionable concerns raised and the need for deeper analysis of the proposed modifications requested by multiple parties, METRO is slowing implementation plans and will conduct the requested analysis, with stakeholder coordination with Central Houston to follow.

Downtown Redevelopment Authority / TIRZ 3 Update: Staff is currently focused on two capital projects for the Authority, both projects recommended in Plan Downtown. • Bagby Street Improvements: See Director DeBord’s “Operations and Construction Update” for current project status. • Southern Downtown Park: In October 2020, the Authority elected to redesign and re- bid the project. For the modified park and building design, the contractor procurement process was initiated December 3, 2020 and culminated in the submission of four contractor proposals on January 25, 2021. Staff and consultants conducted an evaluation of the proposals and reviewed the pertinent evaluation criteria with the Authority’s Capital Projects Committee (CPC) on February 4, 2021 and Authority’s Board of Directors on February 16, 2021. The Board awarded the contract for construction to Structura and the associated construction expenses. A groundbreaking ceremony is scheduled for Friday, March 12, 2021. Construction is scheduled to commence on or before March 15, 2021 with park opening in early-April 2022.

PD&CP Committee: As needed, the next monthly meeting is scheduled for March 25, 2021, 12:00-1:30 PM, with subsequent meetings held the last Thursday of each month.

MEMORANDUM March 11, 2021

TO: Board of Directors

FROM: Angie Bertinot

RE: Marketing/Communications & Retail Program Update

2021 Marketing & Communications

Overarching goal: While addressing the uncertainty, hesitation and constant changes at this pivotal moment in time, communicate a sense of urgency for Houstonians to experience the community of people, places and stories that make up Downtown through visual storytelling that has direct, specific and immediate calls-to-action. Provide comprehensive info on what to do, where to go and how to get there; build the size of the audience that interacts with Downtown; and increase awareness and engagement of Downtown through communications, marketing and programming.

The following is the status of priority projects.

Public Relations

Downtown media coverage generated by HDMD and The CKP Group for February totaled more than $531,8749 earned PR value with 12 media placements and 41,043,721+ impressions. Highlights for the month included stories on Downtown development.

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Media Relations Activities - Coordinated with Evan Black, Houston CityBook on Downtown development coverage opportunities - Delivered January 2021 media monitoring

Upcoming Opportunities - News release and photography for More Space: Main Street - News release and photography for south downtown park groundbreaking - News release for Market Square Park programming - Innovation pitches (case studies and success stories)

Downtown Magazine Stories for the spring issue include a feature supporting our new campaign We Are Downtown with a host of personal and business profiles and other callouts, a compilation piece on all the construction projects underway and recently completed, an expanded Backstage featuring the Houston Symphony and short profiles on CHI board chair, Niloufar Molavi, and GHP board chair (and CHI board member), Amy Chronis. We were waylaid a week because of the winter storm, but the issue will be “out” by end of the week.

Market Square Park Programming Even after Governor Abbott’s lifting of restrictions, we will continue to produce low touch events at Market Square Park under City of Houston guidelines. Our first movie is March 12 and we’ll be hosting them twice a month through the summer.

#WeAreDowntown Our social platforms, website and weekly eBlast, The List, have all been updated to showcase new We Are Downtown (WADT) campaign. Next steps are integrating the campaign into our paid advertising and work will begin on our spring TV commercial and video vignettes.

Advertising - Social (paid and organic)- ongoing - Digital TV (Connected TV and Hulu)- commercials beginning in April - Experimenting by producing 15 sec commercials instead of 30 sec for the spring #1 Events- cistern, movies @ MSP, exercise at Discovery Green, live music at Finn Hall, Aquarium o Shake up your everyday and come explore Downtown. From new art installations to live music, sweat sesh’s and movie nights, we’re keeping Houston inspired and entertained. Join us. We are Downtown. #2 Food- Day 6 Coffee, Bravery, Guard & Grace, Little Dipper/Main St., Saint Arnold Eat. Drink. Sip. Slurp. Love. Downtown Houston’s restaurants and bars are open and ready for you, whether you’re looking for dine-in or take-out, indoor or al fresco. Join us. We are Downtown - KTRK Ch. 13 Partnership- :15-:30 commercials beginning in May

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Stakeholder Workshop/WADT/Marketing 101 | Thursday, March 25 at 10 am- we will be inviting stakeholders to a branding campaign overview. Black Sheep Agency will review campaign and then focus on how stakeholders can integrate it into their own marketing.

Southern Downtown Park Please save the date for the groundbreaking and park naming announcement of the southern downtown park: Friday, March 12 at 10:30. This event will be an invitation only, in-person event. Masks will be required, and social distancing highly encouraged.

Holiday Décor Main Street and Market Square Park holiday décor continues to support Downtown by creating a lively and vibrant environment. Per our lease agreement with Always in Season, capital costs for the décor were paid out in years 1 through 3 (2018-2020) and this year, costs decrease as we are paying for storage, labor, installation and deinstallation expenses only. Additional costs include twinkle lights on key streets and the trees lining all four sides of Market Square Park and some installation costs with Pfieffer & Son.

An authorization follows for Main Street and Market Square décor.

Due to Bagby Street improvements being completed earlier than anticipated, we are presenting a holiday décor package for 2021 for the board to consider.

Bagby Street is unique; and unlike Main Street, the décor is not just an “accessory” but needs to be a major attraction, driving people to the street, while supporting the major destinations located along Bagby. Why do we need to make an impact: - Mayor’s directive to transform and enliven the west side of Downtown “like Avenida on the east” - Substantial investment in Bagby street improvements - Support of large and longtime stakeholders and attractions - Leverages audiences visiting civic and public spaces during the holiday season; supports hotel and office in the area - The “street” becomes a unique and exciting destination - Supports Downtown as a whole as “the place to be” during the holidays

We have identified three areas along Bagby for signature moments and each will be unique: 1000 block (HPL & Sam Houston Park), 800/700 block (Hobby Center & Tranquility Park) and 400 block (Downtown Aquarium). Each is a creative and original design (read: nothing else like it in Houston) made with the highest quality materials. A presentation will be included in the board meeting book.

An authorization also follows for Bagby décor.