777 Taylor Street, Suite 100 Fort Worth, TX 76102

817.870.1692www.dfwi.org

Special thanks to Brian Luenser, Geno Loro, Sundance Square, and Raul Mosley for their photography.Cover image Brian Luenser

TRAILBLAZERAWARDS

GREENSPACE AWARD

Rotary Plaza

INNOVATION AWARD

Streams & Valleys

MARKETING AND PROMOTION AWARD

Fort Worth Convention & Visitors Bureau

PLACEMAKING AWARD

Sundance Square Plaza

PRESERVATION & ADAPTIVE REUSE AWARD

MorningStar Oil & Gas

SUSTAINABLE DEVELOPMENT AWARD

Burnett Plaza

URBAN DESIGN

City Place

PRESIDENT’S AWARD

Todd Holzaepfel

Created to showcase the most successful and innovative efforts in center city development,the Downtown Fort Worth Tailblazer Awards celebrate the vision and commitment of those

that make Downtown spectacular.[ ]

1

2014 was a remarkable year for Downtown in many ways.

In Sundance Square, we finished our first full year of operating the new

Plaza. New apparel retailers and restaurateurs are enlivening the streets and

numerous events, ESPN broadcasts, New Years Eve celebrations, Christmas

trees and many lessons learned along the way made our “shakedown” year

full of memories and ideas for the future.

High Speed Rail has entered our vocabulary again and great progress,

including significant Federal funding, was made on TEX Rail. Our friends at

The T say we will ride TEX Rail to DFW Airport in 2018. In other transportation

news, the 27 mile Chisholm Trail Parkway opened and work began in earnest

on the I-35 expansion.

Trinity Terrace broke ground on the River Tower, their new 23 story high rise retirement community. At publication,

the development was 96% reserved. Trinity District, a 256- unit apartment development on Samuels Avenue opened

fully in the third quarter of 2014 and is currently 93% leased. The Downtown multifamily market currently stands at

96.5% occupied, including these new units.

Fort Worth voters approved funding for a new multi-purpose arena at Will Rogers Memorial Center. Construction of

that facility is the prelude to the replacement of the Downtown arena with the urgently needed expansion of the

convention center. Downtown Fort Worth has already piqued the interest of many hotel developers. The expansion of

the convention center will open the doors to many new conventions and drive demand for even more room nights.

The City of Fort Worth and Downtown Fort Worth, Inc. issued a Request For Proposals for a Lancaster Corridor

master developer and selected the Catalyst Urban Development and Lennar Multifamily team. Both firms have a long

history of developing walkable urban communities and progress is being made on this important project. This devel-

opment will follow quickly on the heels of Pinnacle Bank Place, a 130 unit mixed-use development opening in 2015

across from the U.S. Post Office on Lancaster.

Open space, transit, transportation infrastructure, new residential developments, new developers entering the

market, the arena and its implications for Downtown set the stage for more growth and expansion of Fort Worth’s

center city. Exciting times continue Downtown as new opportunities are created and new energy is captured. You are

invited to be a part of the excitement!

Johnny Campbell, President and CEO Sundance Square

CHAIRMAN’S LETTER

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ABOUT US

DFWI's Mission The mission of Downtown Fort Worth, Inc. is to be the catalyst for transforming Downtown into a vibrant place to live, visit, enjoy andconduct business through aggressive leadership of programs, projects and partnerships.

Who We Are Formed in 1981, DFWI is Downtown Fort Worth’s planning, public space management and advocacy organization. This membership-basedorganization has contributed to Downtown Fort Worth's vitality by serving as a liaison, ombudsman, and information source for propertyowners, residents, business owners, lenders, developers, community organizations, and policy-makers.

What We Do DFWI is a 501 (c)(6) non-profit membership organization. In addition to coordinating the Downtown planning process, advocacy, memberservices, communications and Downtown leadership, DFWI members founded the first Public Improvement District in the state of Texasin 1986. DFWI continues to manage PID #1 and also manages PID #14. These PIDs provide enhanced services to property owners includingmaintenance and landscaping, public space management, promotions and marketing, research, transportation, planning, and security

enhancements to 564 acres of Downtown, includingstreets and sidewalks.

DFWI also administers the Tax Increment Finance Dis-trict (TIF) by contract with the City of Fort Worth. EligibleTIF projects include parking, infrastructure assistanceto new developments, historic preservation, afford-able housing, transportation and education.

DFWII Downtown Fort Worth Initiatives, Inc. is a

501(c)(3) non-profit corporation that provides a path-

way for foundation grants, philanthropic donations and

other contributions to help fund charitable, educa-

tional, and public-purpose Downtown projects. Each

year DFWII helps to bring more than 500,000 people

to Downtown by producing the MAIN ST. Fort Worth Arts

Festival and the XTO Energy Parade of Lights. DFWII

also developed the JFK Tribute in Fort Worth, redevel-

oped Burnett Park and is currently administering the

Heritage Park restoration design.

Strategic Action Plan - Plan 2023 Every 10 years, DFWI partners with the City of Fort Worth and the Transportation Authority (The T) to update the Downtown StrategicAction Plan. The plan's purpose is to build consensus around and establish a common vision for Downtown Fort Worth as a livable,healthy and economically vibrant center for the community. The Strategic Action Plan, Plan 2023, helps develop and align the budgetsof DFWI, DFWII, PID #1 and #14, and TIF #3.

Downtown’s progress over the past year on the following focus areas are highlighted in the pages of this report.

Six major focus areas: • Business Development •Education • Housing • Retail, Arts and Entertainment • Transportation • Urban Design, Open Space and Public Art

TIFPID #1PID #14Lancaster TIF

3

BUSINESS DEVELOPMENT

Vision Downtown Fort Worth will grow as a premier business location by providing a robust economic, intellectual and cultural environmentthrough the supporting infrastructures necessary to retain current and recruit future employers.

75,971 1.3%square feet of recently completed or renovated class Aoffice space

increase to theDowntown classA office space inventory

square feet of officespace absorbed byDowntown office marketsource: CoStar

All eyes on Downtown Fort Worth as ESPN broadcasts live from Sundance Square.

Objective:

Provide the educational systems that encourage a healthy business environment.

Santa Fe Freight House The Downtown TIF holds a long term lease on the historic Santa Fe Freight House building;UTA is the primary tenant. In the Fall 2014 semester, the UTA Fort Worth Center served 918students in seven professional degree programs. The UTA Fort Worth Center offers an executiveMBA, a professional MBA and graduate programs in criminal justice and criminology, healthcare administration, social work, and systems engineering.

267,4822014 Office MarketHighlights

4

Objective:

Focus on quality of life in Downtown Fort Worth to retain existing and recruitnew businesses and workers.

Downtown Fort Worth was named #1 of the Top 10 Best Downtowns by Livability.com, a national website that

ranks quality of life and travel amenities of America’s small and mid-sized cities.

According to the site, Fort Worth was chosen because of the number of people living Downtown continues to

grow as new developments add residential, office and retail options. The Downtown area's central business

office occupancy rate of 92 per-

cent (at the time) leads all Texas

cities, and its retail vacancy rate fell by 2.6 percent between

2012 and 2013. City and community leaders support a number

of rehabilitation and improvement projects that help bring in

more businesses, create a more walkable environment and

ease traffic congestion.

James Richards, FASLA

5

EDUCATION

Vision Targeted educational programs and new learning institutions in Downtown will focus on current and future industry clusters to attractand hold knowledge-based companies and workers. This effort will maintain Fort Worth’s primacy as host to a vibrant and innovativeregional workforce, and provide critical lifelong learning experiences for its residents.

Objective: Explore enrichment and hands-on learning opportunities for families and children.

Downtown High SchoolA cornerstone of PLAN 2023 is the establishment of a Science Technology Engineeringand Math (STEM) high school to serve Downtown and the center city. In February 2015,the Fort Worth ISD approved a $69M campus at the I.M. Terrell site that will include botha STEM and Visual and Performing Arts high school. This decision will create a new edu-cation option in the center city that can take advantage of our sciences, bio-med andarts clusters. In addition, this school will increase the availability of education options forfamilies with children who live Downtown.

Fab Now and the Maker Movement On January 16 & 17 2015, the Fort Worth Maker Community hosted Fab Now, itsinaugural event at Tarrant County College, Trinity River Campus East. The confer-ence brought together over 200 makers and those who wanted to learn more aboutthe Maker Movement. The movement is a national trend incorporating the talents ofhardware and software experts and enthusiasts. The making movement representsthe democratization of industrial fabrication. Makers create the intersection ofsoftware development, electronics, 3D printing, rapid prototyping, laser fabrication,the Internet of Things and more. The Plan 2023 Vision is to ensure that creativity occursin Downtown. DFWI's Marketing Department, with the support of the Education andMarketing committees led the marketing initiatives for the conference.

Objective:

Generate opportunities for informal educational events

District 9 Candidate Forum DFWI, the Fort Worth Downtown Neighborhood Alliance, and Historic YWCA conducted a District 9 Can-didate Forum on April 16, 2014 for the May 2014 election. Over 200 District 9 residents, Downtownstakeholders, and local media were in attendance for the 90 minute forum. Moderated by DFWI BoardMembers Gary Cumbie of The Cumbie Consultancy, and Nina Petty, Vice Chancellor for Real Estateand Facilities at Tarrant County College District, each of the five candidates was given the opportunityto present themselves, state their platform and answer questions posed to them from the audience.

YWLA students at FAB NOW

Gary Cumbie, Nina Petty

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HOUSING

Vision Building on past successes, the development of multi-family housing in DowntownFort Worth and the surrounding areas should be intentionally accelerated throughtargeted incentives and policies supporting this land use. We will set the stage forproducing market warranted housing by removing barriers to development. With abias toward density, high-quality design, and a variety of price points includingworkforce-affordable housing, quality owner-occupied and rental housing, we willadd to the diverse mix of residents in Downtown and increase the tax base.

Residential• The average price for Downtown condos and townhomes sold was $252,789 in 2014, an increase of 7.9% over 2013.

• The first owner-occupied new product in 4 years broke ground on Henderson Street. Henderson St. Townhomes is expectedto open 11 units in 2015.

• Financing and city approval was secured for the 130 unit Pinnacle Bank Place.• 8 unit Knights of Pythias opened in Hillside.

• Activity included a notable increase in activity from outside brokers interested in finding land for new Downtown multifamily developments.

96.5% $1,688Condos and town-homes units sold

4th quarter apartmentoccupancy rate

Average apartmentrent in Downtown for2014. 2% increaseover 2013

Average price per sq ftof Downtown condosand townhomes. 5.3%higher than 2013

Trinity District Apartmentscomplete construction.

story River Tower breaksground at Trinity Terrace

100 $198

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Objective:

Encourage the development of affordable workforce housing units in Downtown.

Hunter Plaza Hunter Plaza, the first affordable residential project to receive funding assistance by the Downtown TIFBoard, started construction in December 2014. The Fort Worth Housing Authority project will create 164one- and two-bedroom units, with 70% of the units (115) affordable to households at 60% of the areamedian income, adjusted for family size. The remaining units will be market-rate.

The TIF Board voted in 2012 to grant $1 million of the $27.5 million redevelopment cost to be used for af-fordable housing, and in 2013 to grant an additional $400,000 for streetscape and utility improvements.The project is expected to be complete in December 2015.

Lancaster RFQIn March 2014, DFWI worked closely with the City ofFort Worth's Housing and Economic Developmentteam to develop a Request for Qualifications for apartner and master development team for the surplusproperty along Lancaster Avenue. The project will bea unique opportunity to develop, build and operate asignificant mixed-use development on the south endof Downtown Fort Worth. DFWI participated in review-ing the responses and interviewing potential devel-opment teams. Catalyst Urban Development andLennar Multifamily have been selected for the project.

Objective:

Encourage development of residential and mixed-use projects in the core, Expansion Zones and Opportunity Areas.

Hillside Housing LegacyDowntown Fort Worth Initiatives, Inc. has entered into agreements with Rock Island Hillside Associates, L.P. (RIHALP) and the Fort WorthHousing Authority (FWHA) to transfer ownership of the Hillside Apartments to a new joint venture company. FWHA will purchase the RIHALPimprovements which will be transferred, along with DFWII’s title to the Hillside land, to a new FWHA non-profit subsidiary. The new non-profit will be a FWHA-DFWII joint venture which will own the apartments throughout the remaining 23 years of Hillside’s affordabilityperiod. After that, DFWII has an option to buy out the FWHA’s interest and own the property free and clear. The transaction is expectedto close in early 2015.

This transaction preserves 172 units of attractive and well-maintained mixed-income rental housing in Downtown while offering DFWII afuture 12 acre redevelopment opportunity. This is a legacy opportunity for DFWII, ensuring that the property remains in the hands of alocal entity that has the best interests of Downtown in mind. This opportunity was made possible by the hard work and foresight ofcommunity leaders who, in the mid-1990s, had a vision of what the east side of Downtown could become: a desirable, walkable residentialcommunity with excellent access to the city’s best employment, entertainment and transportation options.

Do not copy or reproduce without the expressed wri en permission of Catalyst Urban Development, LLC

Councilmember Ann Zadeh

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RETAIL, ARTS AND ENTERTAINMENT

Vision Downtown Fort Worth should be the most vibrant area of the city, built for our local residents and highly appealing to our out-of-townvisitors. Entertainment venues, restaurants, performing and visual arts, live theaters, public art and retail will combine to bring activitythroughout the day and night, attracting a great diversity of people with broad interests. These activities enliven our streets, sidewalksand buildings with fun, creativity and inspiration.

Retail

The development of Sundance Square Plazahas created new energy in the Downtownretail market. In Feburary 2015, Sundanceannounced that H&M would lease theremaining Barnes and Noble Space at 3rdand Commerce Streets. This is the first largeformat retailer to announce an opening inDowntown in the last 41 years. NEW RETAIL ADDITIONS:

Cheesecake FactoryHoya Korean KitchenOverland Sheepskin Co.Planet SubSilver Leaf Cigar BarTaco DinerThe Brass TapVivo 53White House Black Market

• Clothing store sales between the third quarter of 2013 and the

second quarter of 2014 were $10,703,103. An increase of 16.3%

over same previous period.

• 92.4% retail occupancy 4th quarter, 2014.

• The average Downtown retail rent per square foot was $22.00 in 2014

9

DFWI's Marketing DFWI's Marketing Department implements a multi-channel social media effort designed to keep Downtown patrons actively engaged inthe improvement of our center city. In just one year, the Downtown Fort Worth Facebook page saw an increase of more than 25,000followers and in December 2014 it reached 86,500 fans. Follow Downtown Fort Worth on:

/ DowntownFortWorth / DTFortWorth

/ DTFortWorth / Downtown Fort Worth, Inc.

In addition, DFWI’s website, www.dfwi.org, is designed to be the authoritative source of news and information for Downtown businesses,public officials, residents and visitors alike. The website, which has an average of 44,750 page views per month, features an extensivelisting of events, venues, research, attractions, Downtown projects, and more.

2nd Annual Main Table Art Buchwald said it best, “Dinner is not what you do in the evening beforeyou do something else. Dinner is the evening." On September 21, 2014,DFWI hosted the 2nd Annual Main Table event on beautiful Main Street.480 guests enjoyed elegant and delicious steak dinners from five ofDowntown’s premier restaurants: Del Frisco’s Double Eagle Steak House,Grace, Reata Restaurant, Ruth’s Chris Steak House and The Capital Grille.

Main Table Premier Chef Sponsors:

Burnett Park Through a grant from The Burnett Foundation, DFWII provides the administration, management, maintenance, and landscaping for BurnettPark.

DFWII partnered with several local organizations to program Burnett Park throughout the year. In January, the City of Fort Worth andMayor's office kicked off their 10 Week Wellness Challenge with a 15 minute walk around the park. Yoga classeswere offered free to the public courtesy of Indigo Yoga and the Downtown YMCA of Fort Worth from March toJune, 2014. In April, The Fort Worth Central Library sponsored a Poetry Reading to celebrate National Poetry Month.

Free Wi-Fi DFWII partnered with Behringer Harvard Burnett Plaza, LP to provide free public Wi-Fi to users inBurnett Park.

The Eagle Has Landed During the last week of February, 2014 a group of talented artists from the Fort Worth-Dallas area,called the “HOMECOMING! Committee,” revived the memory of Alexander Calder’s famous steel sculpture“The Eagle.” The sculpture stood outside of the Fort Worth National Bank building at 500 ThrockmortonStreet for almost 30 years, but was sold and moved from Fort Worth. In a statement about the fleetingnature of private art in public places, the artists created a 30 foot-tall inflatable replica of the originalsculpture and displayed it throughout the city at various locations, including an all-day display atBurnett Park.

Objective:

Coordinate with stakeholders to maximize potential for marketing plans that makeDowntown the destination in Fort Worth that attracts people at all times. Supportand strengthen the “I T ” factor that brings people into Downtown.

10

107 1.5

MAIN ST. Fort Worth Arts Festival Record crowds celebrated the city's love of fine art in all its forms atDFWII’s 29th MAIN ST. Fort Worth Arts Festival presented by Coors Dis-tributing Company of Fort Worth (now Andrews Distributing), held April10-13, 2014. More than 200 juried artists displayed a wide-ranging col-lection of handmade art to appreciative audiences along Main Streetand in the brand new Sundance Square Plaza. Numerous educationalopportunities were provided for young people, including the YoungPeople’s Art Fair presented by Tarrant County College and MAIN ST.Creates! presented by Wells Fargo. Three stages brought an eclecticblend of rock, blues and pop to the streets of Downtown, as well asan incredible performing arts showcase presented by the ChineseAcrobats. Downtown's MAIN ST. Fort Worth Arts Festival is made possible each year by scores of volunteers and sponsors.

XTO Energy Parade of Lights Grand Marshalls Miguel Harth-Begoya, Music Director, Fort Worth Symphony Orchestra, and his wife Maritza led the 32nd annual XTOEnergy Parade of Lights on November 28th. One hundred and seven entries from schools, non-profit and commercial organizations,churches and community groups made Downtown Fort Worth’s holiday parade a treat for the whole family. “Together for the Holidays,”was the theme of the 2014 parade, with over 9,900 Street Seats sold to parade goers and tens of thousands more viewing for free alongthe 1.5 mile parade route throughout Downtown. Professionally produced floats decorated with LED lights delighted the crowd, and thearrival of Santa and Mrs. Claus brought the parade to a spirited close.

FESTIVALS & EVENTS ADVISORY COMMITTEEMarilyn Ackmann, Chair - Atmos Energy

Larry Anfin - Community Volunteer

Gary W. Cumbie - The Cumbie Consultancy

Carlos De La Torre - De La Torre Companies

Jay Downie - Producer

Dave Fulton - Hilton Fort Worth

Larry Gantt - Community Volunteer

Marilyn Gilbert - Fort Worth Chamber of Commerce

Tracy Gilmour - Sundance Square

Mary Gonzales - Community Volunteer

Glen W. Hahn - Innovative Developers, Inc.

Marie Holliday, DMD - Flowers to Go

in Sundance Square

Leo Kinney - Community Volunteer

Nina Petty - Tarrant County College

Ronny Region - Community Volunteer

Becky Renfro Borbolla - Renfro Foods, Inc.

Richard Ruddell - Community Volunteer

Lynda Tiedtke - Community Volunteer

Parade Street Seats sold

Parade of Lights entries

Miles of parade routethroughout Downtown

9,900

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TRANSPORTATION

Vision Downtown should be a vibrant and sustainable environment, where people of all ages and mobility choices can be accommodatedefficiently and safely. Downtown Fort Worth should:

• Be the regional multimodal transportation hub for Fort Worth and Tarrant County

• Serve as the gateway for those arriving into Fort Worth

• Fully integrate pedestrian, transit, automobiles, and bicycle infrastructure and networks within the Downtown core

• Have substantial linkages connecting to both the region and surrounding neighborhoods

Objective:

Develop a comprehensive central city transit strategy and system that connectsregional rail at the I TC and the T & P Terminal through Downtown to thesurrounding communities in conjunction with a regional transit plan.

The T Master PlanThe Fort Worth Transportation Authority (The T) has launched a comprehensive, community wide planning process. The effort began in

late 2014 and will continue into 2015. This plan is an opportunity to ensure that the people of Fort Worth and the entire center city are

better served by our regional transportation investments.

TEX Rail The T’s intensive focus on TEX Rail has

yielded considerable advancements in

the last year. More than $150M has

been budgeted at the Federal Level and

significant milestones have been ac-

complished in the federally required

planning process. TEX Rail is currently

planned to connect Downtown Fort

Worth directly into DFW airport in 2018.

Budgeted at the Federal Level forTEX Rail

$150M

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Objective: Improve wayfinding

The City of Fort Worth has signed a contract for fabrication and installation of the proposedwayfinding system for 3 districts: Downtown, the Cultural District and the Historic Stockyards.Installation is expected to begin in early 2015. The Downtown TIF provided funding to cover thebalance needed for signage within the Downtown TIF district. The Cultural District Alliance raisedfunds for shortfalls in their area and the Stockyards also provided additional funding to completetheir program. The signs are currently scheduled for a 2nd quarter 2015 installation.

Objective:

In conjunction with the Urban Design objectives, work to advocate and ensureall streets and trails in Downtown are pedestrian-friendly. Use walkability im-provements as a tool to create connections between the Downtown Core andother developed areas. This will require a commitment that extends beyond theterm of this 10 year plan.

Hemphill Lamar Connector DFWI participated in design discussions regarding the new roadway, pedestrian andbike connection between Downtown and the Near Southside. The project is expectedto take approximately 20 months to complete. It will feature public art on the northand south side of the connection.

Public Discussion and Property Owner AdvocacyDFWI has hosted a number of public discussions on important topics such as Tower 55 improvements, Trinity River Vision bridge con-struction, and Downtown signage.

In addition, DFWI helps to facilitate discussions with Downtown property owners and city and state partners when needed. Mostrecently, DFWI convened a series of meetings to discuss traffic conditions at the intersection of Spur 280 and 6th Street with nearbyproperty owners and the City. The outcome will be targeted traffic calming measures that create a safer environment for all.

Downtown

SundanceSquare

ConventionCenter

Wayfinding

Bike Plan and Bike Share Since 2013, DFWI has provided $20,000 a year in funding to Fort Worth Bike Sharing, Inc.

(FWBS), a non-profit organization established by The T to manage and operate a bike

share system in Fort Worth. FWBS has installed 35 stations along with 300 bikes in

Downtown Fort Worth, the Near Southside and the Cultural District. In the first 20 months

of operations, over 20,000 users of the system have taken 54,000 trips, ridden over

170,000 miles, and have burned over 6.5 million calories.

In July 2013, FWBS was awarded a second federal grant to expand its system by another

10 stations and 60 bicycles. The additional stations are expected to be installed in Spring

2015 and include four Downtown locations: Trinity Bluffs; on Texas St. across from The

Henderson apartments; at 777 Main; and at the north end of Taylor Street, near Panther

Island Pavilion. DFWI maintains active representation on the FWBS Board of Directors.

TRANSPORTATION

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Objective:

Encourage more efficient and customer-oriented approach to on-street parkingand use of parking garages.

Free Public Parking The Downtown TIF leases space in private garages to provide free public parking to support Downtown’s retail, dining and entertainmentvenues. Through August 2014, the TIF had six leases supporting 2,800 free evening and weekend spaces, plus another 820 spaces avail-able for Bass Performance Hall events. When leases at City Center (Sundance Square garages #1 and #2) and 777 Main (Bass Hall parking)expired in August, the TIF Board temporarily extended those leases and then reached agreements with garage owners to extend andrestructure payments on them.

Through the expiration of the TIF District in 2025, the TIF has 3,331 free evening/weekend parking spaces open to the general public inthose garages plus the Sundance Square 3rd Street garage. In addition, 300 first-hour-free daytime spaces and 300 free evening/weekendspaces are available in The Tower; 64 2½-hour-free spaces are available in the Sundance Square 3rd Street garage for patrons of the FortWorth Library; 100 2½-hour-free daytime parking spaces with validation and 500 free evening/weekend spaces are available in the CityPlace north garage; and 250 free evening/weekend spaces are available in the Tarrant County Family Law garage. In addition to the freedaytime parking options, the TIF now has over 4,300 evening and weekend parking spaces free to the general public.

Free and paid public parking options can be found at www.fortworthparking.com.

4,300Free evening/weekend parkingspaces

P

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URBAN DESIGN, OPEN SPACE AND PUBLIC ART

Vision Downtown’s urban design, open spaces and public art should promote community pride and engage-ment, attract national and international acclaim, add vitality and foster intellectual stimulation. Itshould reinforce activity both day and night by providing a high quality environment defined by intriguingdesign and arts, permanent and temporary, contemporary and historic.

Objective:

Build on Downtown Fort Worth’s reputation as a premier urban design environ-ment showcasing the advantages of good design and harnessing educationalresources.

Design Center Fort WorthDFWI and the City of Fort Worth, have facilitated conversations, visited with Metroplex design centers, and formed a task force for Design

Center Fort Worth (DCFW) which is led by Michael Bennett, AIA, Principal/CEO, Bennett Benner Partners, Don Gatzke, past Dean of the

School of Architecture, Professor of Architecture, University of Texas Arlington, and Alesha Niedziela, Executive Director, AIA Fort Worth.

DCFW will serve as a resource to municipalities, communities and citizens of Fort Worth and North Texas to define, understand and promote

concepts of design excellence for the built environment and the public realm. The constituents the center will serve will be those typically

left out of the planning process.

DFWI has provided initial funding to assist with the formation of a non-profit organization and has helped broker conversations with

property owners for the center.

Objective: Encourage high -quality overall design of Downtown.

Downtown Design Standards In 2014, The City of Fort Worth and DFWI

reviewed and commented on 94 Downtown

Design Review Board (DDRB) cases, 74 of

which were approved administratively. The

DFWI’s Design Review Committee reviewed

the balance of the cases and provided

recommendations to the DDRB. In addition,

the DFWI Design Review committee is

providing guidance for updating the

Downtown Design Standards.

15

Heritage Plaza In the spring of 2014, DFWII, in partnership with the City of Fort Worth, issued a

RFP for Landscape Architecture Design and Related Consulting Services. In May

2014, the City passed a bond election which included $1.5 M for Heritage Plaza.

DFWII, in collaboration with the City and the Heritage Plaza Steering Committee,

is conducting more site due diligence with the selected team, a joint venture of

Studio Outside and Bennett Benner Partners, to define the scope of design im-

provements. The design for the Plaza is funded by the Amon G. Carter Foundation.

Design discussion and public meetings will be held in 2015.

Objective:

Encourage the installation of public art throughout Downtown.

Tabachin RibbonDowntown is now the home to Tabachin Ribbon, a 13 foot paintedmetal sculpture by Mexican artist Yvonne Domenge. One of sixsculptures commissioned by Mexico’s National Council for Cultureand Arts for temporary exhibition at Chicago’s Millennium Park,Tabachin Ribbon was donated to the City of Fort Worth as a gestureof international friendship. On Wednesday, October 15th, the City helda public dedication of the piece. DFWI was recognized for its supporton this project.

On June 6, the TarrantRegional Water District,Trinity River Vision Authority, and the Anfinfamily unveiled thebeautiful Major RipleyAllen Arnold Monumentat the Taylor StreetTrailhead.

Yvonne Domenge and Jenny Conn

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Recycling Grant Recycle on the Go PID #1 in partnership with The City of Fort Worth Solid Waste Services Division

implemented a Downtown recycling program which replaced 66 concrete trashcans

with dual-use bins. The waste containers house one bin for recycling of

aluminum cans and plastics and one for landfill trash. An average of

two cubic yards of recycled material is collected by contractors each week.

Security Enhancement PID #1 funds and provides support for a number of security enhancement

programs, including the Downtown Fort Worth Police Mounted Patrol Unit,

Operation Partnership Security Network and the Citizens Support Group for

the Bicycle Patrol.

PUBLIC IMPROVEMENT DISTRICTS #1 & #14

Two Fort Worth Public Improvement Districts (PIDs), founded and administered by DFWI, offer a comprehensive program of servicesincluding maintenance and landscaping, security enhancements, market research, public space management, communications andmarketing, transportation solutions, and planning.

PID #1Maintenance andLandscapingPID #1 contractors provide approximately

150 man-hours of streetscape mainte-

nance each day. Sidewalks are cleaned

with high pressure washers and hand

sweeping. Light poles and benches are

painted, graffiti and stickers are removed,

trees are trimmed, tree lights installed,

grackles are discouraged, grass is

mowed, garbage is removed and other

jobs are performed to keep Downtown’s

cleanliness and appeal at a high level.

of streetscape maintenance each day.

Cubic yards of recycle material collected each week

17

Downtown Banner Program The Downtown Banner Program administered by DFWI's Marketing Department provides display

space on Main, Houston, and Throckmorton Streets. The program offers organizations an op-

portunity to reach the thousands of people who live, work and play in Downtown daily. In 2014, 27

organizations participated in the program.

FW DNA Facilitated by DFWI and PID #1, the Fort Worth Downtown Neighborhood Alliance (FW DNA) has

been instrumental in keeping Downtown residents informed and involved in the various events

taking place in our center city. As of December 2014, membership reached an all-time high with

over 1,200 Downtown residents and businesses. Six Downtown residential buildings including Trinity

Bluff Urban Apartments, Trinity District Urban Apartments, Omni Residences, Neil P at Burnett Park, Houston Place Lofts, & Texas and

Pacific Lofts and Condominiums participate by purchasing annual memberships for all residents.

In addition to organizing regular monthly social gathering and informative meetings for its members, the

FW DNA kicked off a Perks Program in December, 2014. The Perks Program is a membership incentive

which provides special offers from Downtown businesses to FW DNA members when they show their FW

DNA Membership card.

General Worth Square and the JFK Tribute PID # 1 provides maintenance and landscaping services for General Worth Square and the JFK Tribute

in Fort Worth. Maintenance and repairs to the JFK Tribute are funded through a special private reserve

account established for this purpose. Tax deductible contributions to the JFK maintenance reserve

are encouraged. For more information, call Becky Fetty at DFWII.

PID #14 District contractors provide sidewalk maintenance along Samuels Avenue on Sundays and supple-

mental weekly trash pick-up. The PID also provides brackets and banners on the light poles that

identify the neighborhood as “Uptown Fort Worth.”

2014 PID#1 ADVISORY BOARD Jack Clark, Chair - Red Oak Realty

Rita Aves - Oil & Gas Building

Johnny Campbell - Sundance Square

Richard Casarez - ONCOR Electric Delivery

Andrew Casperson - Omni Fort Worth Hotel

Gary W. Cumbie - The Cumbie Consultancy

Jim Finley - Finley Resources Inc.

Dave Fulton - Hilton Fort Worth Hotel

Taylor Gandy - Ron Investments, Ltd

Melissa Graham - 777 Main

Marie Holliday, DMD - Flowers to Go

in Sundance Square

Teresa Jarvise - Starpoint Commercial

Properties, LLC

John Klukan - The Worthington

Renaissance Fort Worth Hotel

Delores Knight - Mallick Tower

Walter Littlejohn - The Fort Worth Club

Michelle Lynn - Building Owners

& Managers Association

Allison Millington - Behringer Harvard

John Podraza - XTO Energy Inc.

T. Pollard Rogers - Cantey Hanger, LLP

Heather Scoggins - Chesapeake Energy

Corporation

Tom L. Struhs - Struhs Construction

Jed Wagenknecht - Downtown Fort

Worth Blackstone Courtyard

Joy Webster - MorningStar Capital

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Sustaining Members

Ryan Akins** Dale Carnegie Training

Paul Ballard** The T

Edward Bass** Fine Line Diversified Development

Robert M. Bass** Keystone Group, L.P.

Michael Bennett**BENNETT BENNER PARTNERS

Greg Bird** Jetta Operating Company, Inc.

Johnny Campbell** Sundance Square

Richard Casarez** ONCOR Electric Delivery

Andrew Casperson**Omni Fort Worth Hotel

Jack Clark**Red Oak Realty

Jeff Davis**Republic Title of Fort Worth

Kevin Downing**Mutual of Omaha Bank

Douglas K. Eller*Chase

Jim Finley**Finley Resources Inc.

Dave Fulton**Hilton Fort Worth Hotel

Melissa Graham**777 Main

Steve Hambrick**PlainsCapital Bank

Brian E. Happel**BBVA Compass

Donald P. Hellman**Comerica Bank

Michael Hoffer**Hahnfeld Hoffer Stanford

Teresa Jarvise**Starpoint Commercial Properties, LLC

Sherry Key*Wells Fargo

John Klukan**The Worthington Renaissance Fort Worth Hotel

Karl Komatsu**Komatsu Architecture

Mark Linenberger**LINBECK

Walter Littlejohn**The Fort Worth Club

Patrick McFarlin**JACOBS

Pati Meadows**Kelly, Hart & Hallman LLP

Charles Milliken**Decker, Jones, McMackin, McClane, Hall & Bates, P.C.

Allison Millington**Behringer Harvard

Robert Molloy**Southwest Bank

Wade T. Nowlin**HUB International Rigg

Michael R. Pavell**Bank of America

Nina Petty**Tarrant County College District

John Podroza**XTO Energy Inc.

T. Pollard Rogers**Cantey & Hanger, L.L.P.

Merianne Roth**RadioShack

Jon M. Ruff**Spire Realty Group, LP

Robert W. Semple*Bank of Texas

Gloria Starling**The Capital Grille Fort Worth

Gary Wortel**Star-Telegram

Affilliate MembersAmee FuchsBehringer Harvard

Scott LemmonBehringer Harvard

Mark McClendonTarrant County College District

George VavrekLINBECK

Marcia Zelinsky XTO Energy Inc.

Corporate MembersOla Assem**Cleopatra, Inc.

Read Ballew**Balfour Beatty Construction, LLC

Richard T. Baumeister, Jr.**Sanford, Baumeister & Frazier, PLLC

Eddie Broussard**Texas Capital Bank

Tim Doke**UNTHSC

Glen W. Hahn**Innovative Developers, Inc.

Paul Johnson**Shannon, Gracey, Ratliff & Miller, LLP

MEMBERSHIP DFWI is a member driven non-profit organization. Member leadership is the core of DFWI's effectiveness and the organization relies on member participation.Membership is an opportunity for Downtown stakeholders, businesses, property owners, retailers, non-profit organizations, and individuals to support thevitality of Downtown Fort Worth.

Membership Meetings Annual Meeting - On March 27, 2014 over 400 leading business, government and industry

professionals attended DFWI's 32nd Annual Meeting at the Hilton Fort Worth Hotel.

The meeting featured keynote speaker Donald J. Borut, former Executive Director of the

National League of Cities, an organization dedicated to helping city leaders build better

communities. Also featured, courtesy of the Van Cliburn competition was Alex McDonald

who played La semain grasse by Igor Stravinsky.

DFWI Summer Series - A new offering for DFWI members was the 2014 Summer Series.

Members gathered for unique opportunities to mix, mingle, and sample offerings at three

Downtown restaurants, The Capital Grille in June, The Bird Cafe in July, and Cantina Laredo

in August.

Night at the Museum - On December 9, 2014, DFWI members enjoyed an exclusive, first peek at the newly renovated MorningStar Oil & Gas building.Members were welcomed to the space and given a description of the extensive private collection by Joy Webster. The collection includes Amon G. Carter's

plane, numerous automobiles and other rare, historical artworks and artifacts.

** DFWI Board and DFWII Board of Directors * DFWI Board of Directors

Merianne Roth and Shirlee J. Gandy

19

Scott SchusterFreedom Technologies, Inc.

Jake Sigler**W.G. Yates & Sons

John Yeung**Sheraton Fort Worth Hotel and Spa

General Members

Marilyn AckmannAtmos Energy

Neils AgatherThe Burnett Companies

Mike BarberCapital One Bank

Peter BennisPinnacle Bank

Mike BerryHillwood Properties

Jerry BolzPeloton Capital Partners

Tim K. BrusterFirst United Methodist Church

Bill BucheleDeloitte & Touche

Brian E. Chase**Bell Helicopter, A Textron Company

Joseph DeWoodyClear Fork Royalty

Dee Finley, Jr.Harris Finley & Bogle, P.C.

Brad ForsbergKPMG LLP

Taylor GandyRon Investments, Ltd

Noel GarsekWinstead PC

Robert L. GinsburgMcDonald Sanders, PC

Albon Head**Jackson Walker, L.L.P.

Patrick Hebrard-BoppPetroleum Club of Fort Worth

Robert L. HerchertFreese & Nichols, Inc.

Anne HollandSouthside Bankformerly OmniAmerican Bank

Clay Humphries **Pace Companies

Patricia A. JonesGM Financial

Dione Kennedy**Performing Arts Fort Worth, Inc.

Luther KingLuther King Capital Management

Tommy D. LawlerWeaver

Ken LentzEnilon

Brian Lynch**Ben E. Keith Beverages

Kaye Miller*Pier 1 Imports

Carolann MorrisInwood National Bank

Greg MorseWorthington National Bank

Phil NorwoodFrost Bank

Robert ParkKlabzuba Companies

Raul Pena, III**TranSystems

Pam PercivalFTS International

John H. RobinsonAmon G. Carter Foundation

Larry RogersHuitt-Zollars, Inc.

Heather ScogginsChesapeake Energy Corporation

Aric ShortTexas A&M University School of Law

Whit SmithThe Whitney Smith Company, Inc.

Brent SparksHKS, INC.

Gina TankersleyAnchor Roofing Systems

Leo TaylorWortham Insurance & Risk Management

Jed WagenknechtDowntown Fort Worth Blackstone Courtyard

Allen WallachPavlov Advertising

Joy Webster**MorningStar Capital

Associate Members

Neils AgatherThe Burnett Foundation

Larry Anfin Community Volunteer

Brad BarnesSouthWestern Exposition & Livestock Show

Jerry BartonJerry Barton Company, Inc. RealtorsRobert D. BendaWestwood Contractors, Inc.

David BoonPurdy-McGuire, Inc.

Victor J. Boschini, Jr.Texas Christian University

Naomi Byrne Fort Worth Housing Authority

Cole CacyeIdeal Partners

Misti CallicottReata Restaurant

Charlene CanfieldUNPJ Holding Co. Ltd.

Patricia Cantu AspanSpectrum Custom Painting

Wayne CarsonACH Child and Family Services

Tia ChambersAlliedBarton Security Services

Monty CleggLockheed Martin Armed Forces Bowl

Scott DanielsASI Business Solutions

Mary Margaret DavisMary Margaret Davis Real Estate Team

David H. Diesslin, CFPDiesslin & Associates, Inc.

John C. DownieDownie Productions, Inc.

Lisa Fuld4 Color Press

Antonio GarciaThe Christmas Light Company, Inc.

Eric GarrisonTBG Partners

J.A. Garrison, CPAJ.A. Garrision & Co., CPA’s

Randall GideonGideon Holdings

Allie GiraldoTownPlace Suites by Marriott

J.D. GrangerTrinity River Vision Authority

Craig GutowBenbrooke Realty Investment Company

Craig HaleRSP Architects

Craig HarbuckHigginbotham & Associates, Inc.

Barney B. Holland, Jr.**Fuelman of DFW

Marie Holliday, DMDFlowers to Go in Sundance Square

E. Randall Hudson IIIJavelina Partners

John HumphreyCockrell Enovation

Richard Jaynes, AIAVLK Architects

Dain “Adam” JonesDAJ Restaurant Management, Inc. dba Grace

Greg KalinaDel Frisco’s Double Eagle Steakhouse

Carole KlocekYWCA Fort Worth & Tarrant County

Ann KovichHalff Associates, Inc.

Bill LawrenceLawrence & Associates

Paul LindenbergerPlatinum Parking

Ben D. LoughryIntegra Realty Resources DFW

Jim ManskeyTBG Partners

John A. MessmannSt. Paul Lutheran Church

Mike MoncriefMoncrief Investments

Peggie MuirCity Club of Fort Worth

Steve Murrin, Jr.River Ranch at the Stockyards

Aaron W. NathanKimley-Horn and Associates, Inc.

Leslie OliverThe Fort Worth Public Library Foundation

Jim ParrDINASUBS

Lee D. Patterson**Trinity Terrace

Gladys PinkertonPinkerton Design

Scott PolikovGateway Planning Group

Marie ”Doc“ Holliday and Marilyn Ackmann

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Becky Renfro BorbollaRenfro Foods, Inc.

Janna RiveraHillside Apartments

Lee O. RogersThe Rogers Group

Van A. RomansFort Worth Museum of Science and History

JoAnn RoyerWilliams Trew Real Estate Services

Robert C. SangerEECU

Tony ShumanYMCA of Metropolitan Fort Worth

Fred Slabach Texas Wesleyan University

Jim SluckCommunity Volunteer

Tawney Smith Texas & Pacific Lofts

Tom StokerStoker Resource Group

Tom L. Struhs**Struhs Construction

Jeffrey Taylor, P.E.Dunaway Associates, L.P.

Vince TennysonCowtown Segway Tours

Caroline ThomasCommunity Trust Bank

Douglas L. Varner, P.E.CDM Smith

Bryan WagnerWagner Oil Company

Mike WestUT Arlington Fort Worth Center

George WestbyQuick Park – A West by Southwest Company

Heather WilliamsonFort Worth Westview Condominiums C/O BPMI

Diane WillinghamFlying Saucer

Tim D. YoungFort Worth Texas Real Estate

James YuPape-Dawson Engineers, Inc.

Directors EmeritusLarry Anfin **Community Volunteer

L.O. “Buzz” Brightbill, III **Southwest Bank

Gary W. Cumbie **The Cumbie Consultancy

Allan Howeth **Cantey Hanger

James R. Nichols **Freese and Nichols, Inc.

John V. Roach **Roach Enterprises

Terrance J. Ryan **Southwest Bank

John Stevenson **Keystone Group, L.P.

Greg Upp **Community Volunteer

Ex-Officio’s

Dale Brock**Fort Worth Downtown Neighborhood Alliance

Mae Ferguson**Fort Worth Sister Cities International

Marie Holliday, DMD**Fort Worth Metropolitan BlackChamber of Commerce

Robert Jameson**Fort Worth Convention & Visitors Bureau

Michelle Lynn**Building Owners & Managers Association

Stacy Marshall**Southeast Fort Worth, Inc.

Paul Paine**Fort Worth South, Inc.

Asusena Resendiz**Fort Worth Hispanic Chamber of Commerce

Bill Thornton**Fort Worth Chamber of Commerce

DFWI StaffAndrew Taft President Andy@dfwi.org

Matt BeardDirector of Public Improvement DistrcitsMatt@dfwi.org

Cleshia ButlerAdministrative AssistantCleshia@dfwi.org

Jay Downie Event ProducerJay@dfwi.org

Becky FettyDirector of Marketing & MembershipBeckyf@dfwi.org

Brandi HuckabeeControllerBrandi@dfwi.org

Melissa KonurDirector of Planning melissa@dfwi.org

Arrie MitchellDirector of Researcharrie@dfwi.org

Carole RobinsonExecutive Assistant/Office Managercarole@dfwi.org

Joanna SanchezStaff Accountantaccounting@dfwi.org

Allison WrightMarketing and Special Projects Managerallison@dfwi.org

Todd HolzaepfelOn January 30, 2015, Todd Holzaepfel was honored for 30 + years of serviceat his retirement celebration.

Todd was instrumental in the creation and management of the first PublicImprovement District in the state of Texas. Todd went on to manage andadminister Downtown’s PID program for 28 years.

Mayor Betsy Price presented a Certificate of Appreciation from the City ofFort Worth. Downtown FortWorth, Inc. recognized Toddwith the Downtown Trail-blazer President’s Award.

Congratulations to Todd onhis retirement!

Main Table fun

Kimberly and Richard Casarez

Ken Devero, Todd Holzaepfel and Terry Ryan

Downtown Fort Worth Initiatives, Inc. - 501(c)(3)

Revenues:

Festivals & Events $ 2,239,596

Downtown Parks/Public Art 234,252

Sante Fe Freight House 410,614

Housing 92,881

Total $ 2,977,343

Expenses:

Festivals & Events $ 2,198,974

Downtown Parks* 430,561

Sante Fe Freight House 410,614

Housing 39,458

$ 3,079,607

Net Income ($ 102,264)

*Excess expenses are offset by donations recognized in previous years.

Downtown Fort Worth, Inc. - 501(c)(6)

Revenues:

DFWI Administration $ 621,897

TIF Administration 183,382

TIF Board 3,407,500

PID #1 2,114,031

PID #14 18,255

Total $ 6,345,065

Expenses:

DFWI Administration $ 601,588

TIF Administration 183,382

TIF Board Obligations 3,407,500

PID#1 2,114,031

PID#14 18,255

Total $ 6,324,756

Net Income $ 20,309

DFWI Administration 9.8%

TIF Administration 2.9%

TIF Board Obligations 53.7%

PID #1 33.5%

PID #4 .3%

Festivals & Events 75.2%

Downtown Parks 7.9%

Santa Fe Freight House 13.8%

Housing 3.1%

FINANCIALS 142O

REVENUES

777 Taylor Street, Suite 100 Fort Worth, TX 76102

817.870.1692www.dfwi.org