Item #7

GroundFloorActivationProgram DowntownDallas360PlanMainStreetDistrictRetailActivationStrategy

I. In2011,CityCounciladoptedtheDowntownDallas360AreaPlanfundedbytheDowntownConnection TIF District. The plan set forth a shared vision for Downtowns future that provided implementation actions for achieving the vision. The plan is a longterm, strategic guide to ensure Downtown Dallas is a vibrant urban center, by providing clear, targeted recommendations. The recommendations and concepts presented in the plan are intended to be considered when reviewing development, consideringpublicinvestmentsandmakingdevelopmentdecisions. In conjunction with the Downtown Dallas 360 Plan, a Main Street District Retail Activation Strategy was completed. The strategy aims to create a contiguous downtown core that eliminates gaps in the pedestrian experience created by vacant buildings and ground level space and disjointed streetscape improvements. The Main Street District Retail Activation Strategys Tool Box provides techniques and methods for achieving a vibrant and active ground level experience for downtown residents, workers andvisitorsandwillbeusedtoguidethedistrictsGroundFloorActivationProgram. II. PriorityAreas(GeographicFocus)

III. PopUpRetail In an effort to activate vacant space and clean up derelict properties, the Main Street District Retail Activation Strategy calls for popup art and retail uses. Pop up uses are defined as those that are temporary in nature and require only basic infrastructure to operate. The ultimate goal is to generate retail leasing activity by activating these storefronts with temporary uses. The pop up program will be applicabletopropertieswithinZonesAandBoftheMainStreetDistrictRetailActivationStrategy. TheCityofDallaswillcreateacoordinatedpopupprogramthatwillmarketparticipatingspacestoboth temporary and permanent tenants. The program will be created under one umbrella brand with coordinatedwindowsignagethatidentifiesthespaceasapartoftheprogram,andcontainsinformation onwhotocontactforpermanentleasinginterest. Participatingbuildingownerswillberequiredto: Providespaceatnocost,includingutilities,totenants Provide space in CO condition (if space is not up to code, the landlord may be eligible for a WhiteBoxGrant) Provide a minimum threemonth agreement with an option to renew for one additional six monthtermiftenantisdeemedsuccessfulandspaceisnotpermanentlyleased Providerepairandmaintenanceofthepremiseasitstandsatthepointofoccupancy Tenantswillberequiredto: Creativelymerchandiseandlightupwindowfrontage Activatethespacewithapprovedevents MeetaminimumrequirementofoperatinghoursassetbytheRetailCommittee Vacatethepremiseswithin15daysifapermanentleaseissecured Finish out the space at their own cost, with no permanent changes to the location without landlordapproval(thisincludesinteriorandexteriorfinishout) Maintain the interior and exterior of the property, providing basic janitorial maintenance including clean up and removal of all waste, to include garbage, refuse, rubbish and litter from thepremisesandtheareawithintenfeetoftheProperty Seekapprovalfromthelandlordforexteriorsignage Provideinsurancetothelandlord ReportsalesandpatronageonaquarterlybasistotheCity IV. GroundFloorActivationIncentiveToolBox One of the greatest leasing challenges facing the downtown core is the lack of contiguous lease ready space. Outdated and derelict facades create holes in the pedestrian experience moving from one retail or restaurant venue to another. Approximately 100,000 square feet of vacant/available space exists in zones A and B in the Main Street District today. This includes space that is in need of

improvement before a tenant can move in, but can be activated relatively quickly with white box improvements. The Retail Activation Strategy recommended incentive tools that could be used to activate the vacant ground floor space of the downtown core. The City will use a mixture of the incentives described below to activate vacant street level space with retail that attracts and serves downtown residents, workers, andvisitors. The intent of the program is to provide financial assistance to owners of buildings with vacant ground floorspaceto: Decreasetheamountofvacantstreetlevelspacewithinthedowntowncore Attractretailusesorservicesthatincreasesdiversityofdowntownshoppingoptions Encouragehighqualityinteriorbuildoutofvacantgroundfloorspace Stimulateprivateretailinvestmentandpropertyimprovement Improve the appearance of downtowns streetscape by activating vacant streetlevel storefronts Createnewjobs ActivatevacantspacestemporarilywithPopUpbusiness Thisprogramaimstogeneratepermanentleasingactivitybyprovidingbuildingownerswithagrantto bring vacant ground floor space to white box, lease ready condition, improve the facade of existing buildings in disrepair, activate blank walls with shallowdepth retail public art, and/or construction of outdoor dining or patios. Such improvements will also improve the pedestrian experience, filling in emptyanddarkgapsatthegroundlevel,linkingcontinuousactiveblockswithothervibrantspaces. IncentiveToolBox White Box Grant. Grant is available to building owners with vacant ground floor space to reimburse costs to bring the space to a white box, leasable condition. Generally acceptable improvements are thosethatcanremaininthespaceaftervacationbyatenantandbeusedbyafuturetenantinthesame leasedpremises.Grantfundscannotbeusedfornonfixedequipmentofinventory. Improvementsmayinclude: Flooring ElectricalRepair/Upgrade Windows/Doors HVAC/MechanicalRepairorUpgrades Lighting FireSuppression AttachedFixtures Plumbing ADAAccessibilityImprovements DryWalls FeatureWalls The White Box Grant will reimburse eligible project costs over a two year period. The amount of the grant will be based on the size of the building and total cost of improvement project. Reimbursement will be up to $30.00 per square foot of vacant space or no more than 30% of total project costs, whicheverisless.Theprogramwillnotinvestmoreinaprojectthantheowner. Faade/Storefront Renovation Grant. Grant is available for building owners to enhance the exterior of theirbuildings,particularlyatthestreetlevel.Generallyacceptableimprovementsarethosethatcreate

an active storefront, entrances and/or display windows. Faade lighting installation that adds visual interest to a faade/storefront is encouraged. For historic buildings, faade and storefronts should be restoredtotheiroriginalconditionsbutimproved,wherepossible,toenliventhestreet. Improvementsmayinclude: Exterior treatments including painting, Removal of elements that cover murals,bricking architecturaldetails Restoration of details on historically Repairs, replacement and installation of significantbuildings exteriordoors,windowsandtrim Awnings and signage, including Structuralimprovementstothefaade installationcosts LightingImprovements Blankwallactivation The Faade/Storefront Renovation Grant reimburses 50% of total eligible project costs over a two year period,withamaximumgrantamountof$30,000.Applicantmustmatchgrantamountonatleastaone toonebasis.Theprogramwillnotinvestmoreinaprojectthantheowner. Outdoor Dining/Patio Grant. Grant is available for building owners to construct additional outdoor cafesandpatiostofurtherlivenandanimatethegroundfloor.Outdoordiningmayoccuronsidewalks, private property or public open spaces. Patios should serve as an extension of a restaurant space onto private or public spaces. This grant intends to encourage businesses and building owners to provide such experiences and/or improve existingconditions. The Faade/Storefront Renovation Grant reimburses 50% of total project costs over a two year period, with a maximum grantamountof$30,000.Applicantmustmatchgrantamount on at least a one to one basis. The program will not invest moreinaprojectthantheowner. Pegasus Plaza Caf Grant. Grant provides funding to activate Pegasus Plaza, a key element of the main Street Retail Activation Strategy. As the geographic center of Downtown, this Main and Main corner shouldbeameetingpoint,gatheringplaceandprimeretaillocation.TheadditionofacafonthePlaza willtransformitsuse.ThePegasusPlazaCafshouldactivatetheplazawithbreakfast,lunch,dinnerand latenightfoodandbeverageservice. A private restaurant developer of the Pegasus Caf will be eligible for a onetime grant to reimburse up to40%ofprojectconstructioncosts,nottoexceed$150,000.Aminimum5yearoperationagreementis arequirementtoreceivegrantfunds. The Magnolia Hotel will receive first right of offer to develop the caf. If they do not wish to move forward, a developer/operator will be secured by a Request for Proposals (RFP) to be issued by the City of Dallas with input from the Retail Committee. This RFP will spell out more specific operating guidelines including Dallas Park and Recreation Department approval of park property use, default terms,revenuecontributionsbacktotheProgramandownershipofthestructure.

Glass Boxes Grant. The Activation Strategy recommends street retail to complement existing ground leveluses.ThisstreetretailmaybehousedinGlassBoxesasoutlinedintheStrategy.Twoclassifications of Glass Box retail are recommended, those in the public and private realms. Locations in the public realm are primarily identified in or near parks and plazas, such as Browder Street, Belo Garden and Pegasus Plaza, but may also be in the pedestrian rightofway of sidewalks and other open areas where space allows. Privately developed kiosks may also be appropriate on private property such as the Comerica Plaza Tower and Third Rail Lofts. Glass Box users may sell: soft goods (i.e. art, apparel, accessoriesandgifts),aswellasuniquefoodserviceand/orserviceretailsuchasnewsstands. Glass Box use, design and location are critically important. Glass Boxes in the public realm will be developed through an RFP process, while glass boxes on private property may be proposed directly by developers who intend to lease the space to tenants, or operators who show the ability and wherewithal to construct and operate the spaces. Preferred locations of glass boxes in the public realm include public open spaces, parks and plazas, areas adjacent to blank walls, parking garages,andDARTstations. GlassBoxGrantsforprivatedevelopmentwillreimburseupto40%oftheboxesconstructioncostsover a2yearperiodwithamaximumgrantamountof$300,000,contingentuponcontinuedoperationofthe structure.Eachspacemayremainvacantfornomorethan45dayseitherafterconstructionorbetween tenant rotations. Any violation of the occupancy agreement will result in a monthly claw back of grant funds at $1,000/month. Minimum two year lease/occupancy agreements are required. The named ownerisrequiredtoreportsalesonaquarterlybasistotheCityofDallas. Glass Box Grants for construction in a public open space, parks or plazas will reimburse 100% of boxes construction cost over a 3 year period. The City of Dallas will negotiate lease and occupancy agreement andrequirementswiththeprospectivedeveloper.

ThefirstphaseofGlassBoxgrantsshouldbeprioritizedwithinZoneA,pertheMainStreetDistrictRetail Activation Strategy. However, the Retail Committee may reserve the right to adjust these locations dependingondeveloperinterest. V. Eligibility Grants are available to property owners recruiting new businesses to occupy vacant ground floor space oftheirdowntownbuildings.Expansionstoanexistingstreetlevelbusinesstoprovideoutdoororpatio dining is acceptable. Relocation of a business currently located downtown to another location downtown is not eligible for this program. National retailers, local establishments and independent operators are sought to achieve a well rounded tenant mix that caters to unmet consumer need and/or serveasdestinationestablishments. Preferredbusinessesinclude,butarenotlimitedto: BookStore JewelryStore Apparel/Shoes&OtherSoftGoods SpecialtyBoutique FlowerShop Restaurant SportingGoods Bakery DrugStores Candy/IceCream/Yogurt AlterationShops HomeFurnishings GourmetFood,SpecialtyGrocery Businessesnotlistedmaybeconsideredonacasebycasebasis. VI. GrantFunding Grant awards are not as of right; they are determined on a casebycase basis. Funds are dispersed only after all project improvements are completed, paid invoices for eligible project costs have been submittedandreviewedbytheCity,theisoccupiedandopenforbusinessandhasmetallrequirements inthecontractualagreementforthegrant.TheCityreservestherighttorecommendfundingatalesser amount than requested based on size of space, proposed improvements, budget and diversity of retail use. ApplicantsmustcomplywithCityofDallascodes,permits,healthregulations,etc. VII. ToolBoxFundingSources The Ground Level Activation Program is funded by the City Center and Downtown Connection TIF Districts, with minimal contributions from the Citys Public/Private Partnership fund. The program supportsspecificgoalsofeachTIFDistrictsadoptedProjectPlansrelatedtostreetlevelactivationofthe downtowncore. CityCenterTIFDistrictGoals Encouragedevelopmentofstreetfrontretail. ProvideTIFincentivestofundagroundflooractivationprogrambasedontherecommendations oftheDowntown360Plansretailactivationstrategy. Encouragedevelopmentofnewresidential,retail,office,andmixedusedevelopments Activate300,000squarefeetofvacantgroundfloorand/orretailspaceinthedowntowncore.

DowntownConnectionTIFDistrictGoals ImprovepedestrianconnectionsbetweenandwithintheUptownandDowntownareas. Improve the appearance of the buildings, surface parking lots, undeveloped sites and parks and openspaceswithinDowntownConnectionarea. Supportredevelopmentoftheexistingbuildingsupply. Improve key linkages between the DART light rail transit mall and other significant Downtown and Uptown venues by extending streetscape improvements and encouraging streetlevelpedestrianorienteddevelopment. Encourage the redevelopment of surface parking lots and undeveloped sites, especially those located on key pedestrian linkages, to create residential and retail opportunities and achievecriticalmassgoalswithinthedistrict. Listed below are the funding amounts contributed to this initiative by each TIF District. Downtown Connection TIF District Funds are in cash and are currently available for project reimbursement. City Center TIF District funds are collected annually. The District has allocated 15% of its annual increment collected for 5 years (2013 through 2018) and 10% of annual increment for the remaining term of the District(2019through2038)totheGroundFloorActivationStrategyProgram. DowntownConnectionTIFDistrict $1,525,155RetailInitiativelineiteminDistrictBudget CityCenterTIFDistrict $8,300,000GroundFloorActivationlineiteminDistrictBudget Total $8,825,155 VIII. Application TheapplicantmustmeetwithCitystaffpriortosubmittinganapplication.Grantapplicationswillnotbe scheduled for review by the appropriate committee and board until all requested information is submittedandreviewedbyCitystaff. Grantsubmissionrequirements: Completedapplication(SeeAttachmentA) Written statement of what the project will involve and why improvements are needed. Provide as much detail as possible, including what is changing or being replaced, type of new materials tobeused,color,locationonbuilding,etc. Color photographs of existing conditions: (1) ground level of building; and (2) surrounding groundlevelofadjacentbuildings Detaileddescriptionofprospectivetenantandbusinessforvacantspaceincludingthefollowing: o Fundingsourcesandusesfortheproject o Proposedtimelineforprojectconstruction o Projectedopeningdate o Floorplan/layoutofphysicalspace,includingsquarefootageandexistingfixtures o Photographs, renderings of proposed improvements to the interior, including design/layout/feel(photosofsimilarconcepts,materialsamples,etc) Architecturaldrawingsand/orrenderingsoftheimprovementsassociatedwiththeproject Detailedproposalfromalicensedcontractorreflectingworktobeperformedandcosts Copyofleaseforthevacantgroundfloorspace(maybeindraftformattimeofapplication,but acopyoftheexecutedleasemustbesubmittedforreimbursement)

IX. ReviewProcess Reviewandconsiderationofagrantapplicationisatwostepprocess.ARetailCommitteecomprisedof private sector individuals (downtown stakeholders), Downtown Dallas Incorporated (DDI) and City of Dallas staff. DDIs representative and City staff will serve in a nonvoting advisory and administrative capacity. The Retail Committee will review grant applications and make a recommendation of approval or denial to the TIF Boards. The City Center and Downtown Connection TIF Districts Board of Directors willmakethefinaldecisionongrantfundingforproposedprojects. Onceagrantisapprovedtheapplicanthasuptosix(6)monthstobeginconstruction.Onceconstruction hasstarted,theapplicanthasone(1)yeartocompleteprojectandopenforbusiness.Ifthebusinesshas notopenedattheendoftheoneyearperiod,theapplicantwill benotifiedinwritingthat thegrantwill lapse and the agreement will be terminated. If an approved project is nearing the 6 month to begin construction or one year to open requirements, the applicant may request an extension. One extension may be granted at the discretion of the TIF Boards. Any expenditure incurred for an approved, but not completedprojectwillnotbereimbursed.