City of Approach to Mall Redevelopment Greater Dallas Planning Council August 8, 2019

Kevin Spath, AICP, HDFP Assistant Director City of Dallas | DallasCityNews.net Office of Economic Development 1500 Marilla Street Dallas, TX 75201 O: 214-670-1691 | C: 214-288-1774 [email protected] Director Courtney Pogue

Assistant Director Assistant Director Assistant Director Assistant Director Kevin Spath Robin Bentley Avis Chaisson Jiroko Rosales Area Development Business Development Community Development Finance and Compliance

Office of Economic Development Overview 2 Background • The Office of Economic Development (OED) is guided by Strategic Engagement (City’s economic development plan adopted by City Council in 2005 and updated in 2013)

• In 2018, began the process to create a new economic development strategic plan.

• New plan is anticipated to be finalized later this year.

• Once adopted by City Council, all policies, programs, and tools will be revised to align with the new plan.

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“Economic Vibrancy” Economic Development Toolbox • Primary programs • Public/Private Partnership (PPP) Program (grants/loans, tax abatements) • Tax Increment Financing (TIF) Program • Supplementary programs • Public Improvement Districts (PID) • New Markets Tax Credits (NMTC) • City of Dallas (EB-5) Regional Center • Property Assessed Clean Energy (PACE) • Opportunity Zones • Small Business Programs (grants/loans) • South Dallas/ Opportunity Fund • Dallas Film Commission Partnership Grants • Low Income Housing Tax Credits (LIHTC) • Dallas Housing Finance Corporation (DHFC) • HUD Section 108 Loan Program • State programs (TEF; Enterprise Zones; Skills Development Fund)

• NCTCOG programs 4 • Other initiatives (workforce development; healthy food, resiliency, etc.)

“Economic Vibrancy” Public/Private Partnership Program • Chapter 380 Loans and Grants • Chapter 380 of the Local Government Code authorizes municipalities to offer incentives designed to promote economic development. Specifically, it provides for offering loans and grants of city funds or services to promote state and local economic development and to stimulate business and commercial activity.

• Tax Abatements • Several statutes authorize the City to enter into agreements to abate all or a portion of the new taxes created after the date of the agreement. Abatements can last no longer than 10 years and may be granted in any of the following areas:

1. Tax Abatement Reinvestment Zones (Chapter 312 Tax Code) 2. Neighborhood Empowerment Zones (Chapter 378 Texas Local Govt Code) 3. Tax Increment Reinvestment Zones (Chapter 311 Texas Tax Code)* 4. Texas Enterprise Zones (Chapter 2303 Texas Government Code)

*Tax abatements within Tax Increment Reinvestment Zones require approval of the TIF board of directors as well as approval of the governing bodies of all taxing jurisdictions contributing tax increment to the district. 5

“Economic Vibrancy” Tax Increment Financing Program • Chapter 311 of the Texas Tax Code allows creation of Tax Increment Reinvestment Zones to collect tax increment above a base year for reinvestment to benefit the zone.

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“Economic Vibrancy” Highlights (2018 and YTD 2019) • $1.3 billion private investment leveraged by $87 million City investment (reimbursements; grants; estimated taxes foregone with abatements)

• Leverage: $15 private for every $1 City • Jobs to be created: 5,474

• Jobs to be retained: 3,414

• Significant projects: • Red Bird Mall redevelopment- $157,000,000 • Amazon e-commerce - $131,000,000 (1,500 jobs) • Nokia Global HQ- $83,000,000 (2,000+ jobs) • Vistaprint - $74,000,000 (600 jobs) • Home Depot - $134,000,000 (500 jobs) • Chime Solutions – (1,000 jobs)

Office of Economic Development Overview 7 Dallas TIF Program

• The City of Dallas has been in the TIF business since 1988.

• There are currently 19 active TIF districts (the first two districts State-Thomas and Cityplace Area have sunset).

• As of 2019, overall property values have grown 363% ($12.5 billion) cumulatively over the total of the base values for the TIF districts.

Office of Economic Development Overview 8 Dallas TIF Program • Most TIF districts are ‘pay as you go.’ Developer funds improvements and receives payment(s) upon completion of obligations set forth in development agreement and subject to availability of TIF increment

• Only two TIF districts have sold TIF bonds – Cityplace Area (after a healthy income stream was established) and Downtown Connection (at inception – enhanced by City General Fund)

• Sales tax revenue not included in Dallas TIFs

• In order to make projects feasible and further neighborhood revitalization, more creative structuring and layering of other sources is often needed

Office of Economic Development Overview 9 Dallas TIF Program • 1988-1999: 7 TIF districts created (in/near downtown core) (State-Thomas; Cityplace Area; Oak Cliff Gateway; Cedars; City Center; Farmers Market; Sports Arena)

• 2005-2010: 12 TIF districts created (most adjacent near existing or planned DART stations)

• 2014: Mall Area Redevelopment TIF District (first non-contiguous boundary)

• 2017: University TIF District (also non-contiguous boundary)

Office of Economic Development Overview 10 Dallas TIF Program Increment Sharing

• TOD TIF District (2008) was the first TIF district in Dallas to set boundaries to allow for increment sharing from areas with stronger market conditions to areas with weaker market conditions.

• Downtown Connection TIF District, Sports Arena TIF District, Mall Area Redevelopment TIF District, and University TIF District also have similar increment sharing provisions.

Office of Economic Development Overview 11 Mall Area Redevelopment TIF District (2014) • Two non-contiguous sub-districts: • the Montfort-IH 635 Sub-District in area • the Westmoreland-IH 20 Sub-District in area

• City participation: 0% in 2015; 90% from 2016 through 2042; 75% in 2043; and 55% in 2044.

• County participation: 55% from 2020 through 2039.

• The TIF District expires on December 31, 2044 or when budget has been collected.

• Increment sharing between sub-districts: 10% of the annual tax increment generated by the Montfort-IH 635 Sub-District (less payment of annual administrative expenses) transferred to the Westmoreland-IH 20 Sub-District

12 Mall Area Redevelopment TIF District

13 Mall Area Redevelopment TIF District

• Originally (40-50 years ago), these malls were created with complex configurations of super-blocks, private land ownership, and reciprocal easement agreements that bound multiple owners together.

• Over the last 10-15 years, as market conditions have changed drastically, these inflexible configurations have heavily burdened each mall and have significantly hindered market adaptation.

• As a result, these mall areas are challenged by ever-increasing obsolescence (economic and physical), and, without public participation, revitalization and redevelopment of these areas is extremely difficult.

14 Montfort-IH 635 Sub-District

• is recommended by and consistent with the Galleria-Valley View Area Plan adopted by City Council in May 2013,

• serves as a long-term funding tool to help implement the shared vision for the area, and

• leverages other implementation tools (PD 887 form-based zoning and Thoroughfare Plan amendment) approved by City Council in June 2013.

15 Montfort-IH 635 Sub-District

Vision for the Valley View Center Mall area:

• higher density mixed use development with vibrant retail, office, and entertainment uses, as well as mixed income housing choices;

• integrated network of walkable streets and open spaces,

• break down the super blocks into pedestrian-scale developable parcels

• community-scale central park with the potential to serve as a regional destination that will also support local residents, workers, and visitors, making up for a severe lack of open space in the area.

16 Montfort-IH 635 Sub-District

Illustrative Vision for the Galleria- Valley View Area

17 Westmoreland-IH 20 Sub-District

• is recommended by and consistent with the ULI Advisory Services Panel report sponsored by the City in 2009, and

• serves as a long-term funding tool to help implement many of the report’s recommendations over time.

18 Westmoreland-IH 20 Sub-District

Vision for the Southwest Center Mall area:

• higher density mixed use redevelopment with residential, retail, office, entertainment, and community uses,

• area-wide rezoning and thoroughfare plan amendments consistent with the vision,

• coordination with TxDOT to improve freeway access,

• City support in helping to close funding gaps and push forward projects that might not otherwise succeed,

• City support in land assembly and developer recruitment, and

• continued City assistance with public infrastructure improvements in the area (network of new internal streets, new streetscape on existing perimeter streets, new central open space, etc.).

19 Reimagine Red Bird Project Budget Item Cost Percent of Total Budget Land Acquisition $21,770,664 14%

Site development/ $23,235,998 15% infrastructure New Construction Costs $20,591,824 13%

Rehabilitation/Adaptive $47,441,803 30% Reuse Construction Costs Tenant Improvements $14,514,800 9%

Soft Costs $16,302,768 10%

Hard and Soft Cost $10,481,286 7% Contingency Developer Fee $2,834,735 2%

Total Project Costs $157,173,878 100% 20

Economic and Neighborhood Vitality June 13, 2018 City Council • City to provide up to $22,000,000 in gap financing for the construction of infrastructure for the project. Funds allocated from the following sources:

• $8,012,200 in 2017 General Obligation Bonds from Proposition I (Economic Development and Housing) awarded as a conditional grant; • $1,743,282 in 2012 General Obligation Bonds from Proposition 1 (Street and Transportation Improvements), awarded as a conditional grant; • $244,518 in 2006 General Obligation Bonds from Proposition 1 (Street and Transportation Improvements), awarded as a conditional grant; • $12,000,000 in Public/Private Partnership Program (PPP) Funds to be awarded as a Chapter 380 interest-only loan with 15-year term and 2% interest rate.

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Economic and Neighborhood Vitality June 13, 2018 City Council

• As additional security for the City, the City also awarded Developer tax increment funds from the Mall Area Redevelopment TIF District in the amount not to exceed $15,600,000 (which is equal to the total amount of all principal and interest due under the Chapter 380 loan agreement).

• Developer assigned all TIF increment payments back to the City. As assigned increment is paid to the City of Dallas, it will be used to pay down the loan.

• If the amount of TIF increment collected prior to the maturity date of the loan is insufficient to pay all amounts due under the note, City has the right to collect payment pursuant to the payment guarantee and/or execute its security interest under its lien.

22 ReImagine Red Bird Project

Mall Area Redevelopment TIF District Projected Increment Revenue to Retire TIF Fund Obligations B C B - C Category TIF Budget** Allocated TIF Balance Montfort-IH 635 Sub-District Public Infrastructure Improvements; Environmental Remediation & Demolition; Grants for Economic Development $264,229,113 $0 $264,229,113 Set Aside for Land Acquisition for Sub-District-Wide Central Open Space*** $72,659,277 $0 $72,659,277 Set Aside for Sub-District-Wide Infrastructure Improvements $24,219,759 $0 $24,219,759

Westmoreland-IH 20 Sub-District Public Infrastructure Improvements; Environmental Remediation & Demolition; Parks, Open Space, Trails, Gateways; Grants for Economic Development $72,665,022 $15,600,000 $57,065,022

Administration and Implementation* $7,684,059 $438,322 $7,245,737

Total Project Costs $441,457,229 $16,038,322 $425,418,908 * TIF Administration costs are pending until collection of sufficient tax increment to reimburse the City. TIF Administration costs shown are expended through FY 2016-2017. ** TIF Budget shown above is in current dollars (updated yearly); TIF Project Plan and Reinvestment Zone Financing Plan shows the budget in net present value. *** For land acquisition and associated costs; not for design, construction, maintenance, or operating/programming costs.

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