PILLAR: Growing
AGENDA DATE: November 10, 2026
COUNCIL DISTRICT(S): 8
DEPARTMENT: Office of Economic Development
PRIORITY: Targeted Economic Growth
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SUBJECT
Title
Authorize a fifth amendment to the Tax Increment Development, Chapter 380 Grant, and Chapter 380 Loan Agreement (“2018 TIF/Chapter 380 Agreement”) with WCWRD Inc and its affiliates or subsidiaries (“Developer”), approved as to form by the City Attorney, related to the Reimagine RedBird Mall Redevelopment Project (“Project”), now known as the Shops at RedBird, generally located at the southeast corner of Camp Wisdom Road and Westmoreland Road in the Mall Area Redevelopment TIF District, specifically including modifications to Section 2.C (10) of the 2018 TIF/Chapter 380 Agreement and Section 8 of the Third Amendment to the 2018 TIF/Chapter 380 Agreement as further described below, and any modifications to any other associated Project documents as may be necessary to effectuate the specific modifications described below; and as consideration for the fifth amendment, require Developer to execute a no-cost lease to the City of Dallas Police Department for the creation of a Dallas Police Department Resource Center or Storefront within the Shops at RedBird with the following lease provisions: (i) minimum 5,000 square feet of premises; (ii) minimum seven-year term that shall remain in effect regardless of any change in ownership of the property or Project during the seven-year term; and (iii) cancellable only by the City of Dallas Police Department - Financing: This action has no cost consideration to the City (see Fiscal Information)
*In alignment with Economic Development Incentive Policy.
Body
BACKGROUND
The 2018 TIF/Chapter 380 Agreement was authorized by the City Council on June 13, 2018, by Resolution No. 18-0850 and amended by the City Council on January 8, 2020, by Resolution No. 20-0118 (“First Amendment”), on May 13, 2020, by Resolution No. 20-0763 (“Second Amendment”), on June 23, 2021, by Resolution No. 21-1156 (“Third Amendment”), and on May 22, 2024, by Resolution No. 24-0779 (“Fourth Amendment”).
More than a decade ago, in partnership with the City, the Developer began working to transform and reimagine a dying mall into a vibrant and high-quality mixed-use center for southern Dallas. This year, the Developer is approaching completion of the Project requirements as defined by the 2018 TIF/Chapter 380 Agreement.
In August 2026, the Developer submitted a request for a fifth amendment to the 2018 TIF/Chapter 380 Agreement. The request has 2 components:
Component No. 1: The Developer is currently required by Section 2.C (10) of the 2018 TIF/Chapter 380 Agreement to construct a minimum of 40,000 gross square feet of new retail, restaurant, and entertainment buildings by December 31, 2026. Developer has completed 34,725 gross square feet of new retail, restaurant, and entertainment buildings. When the City Council approved the Fourth Amendment on May 22, 2024, the Developer anticipated completely satisfying the 40,000 square foot requirement through a signed lease for the development of an approximately 50,000 square foot Tom Thumb grocery store and an additional ancillary retail. However, Tom Thumb terminated its lease at the end of 2024, and the grocery store did not get developed. Although the Developer is currently in negotiations with two restaurants and one retailer, the Developer does not anticipate that any resulting new retail, restaurant, or entertainment buildings could be designed, permitted, constructed, and opened by the December 31, 2026 deadline stipulated by the 2018 TIF/Chapter 380 Agreement.
Component No. 2: The Developer seeks minor revisions to the language in Section 8 (“Sale of the Project”) of the Third Amendment to the 2018 TIF/Chapter 380 Agreement which governs the City approval of the Developer’s potential sale of the Project.
In the 2018 TIF/Chapter 380 Agreement, the requested amendments to the specific provisions are as follows: (deletions are shown as strikethroughs; additions are shown in italicized and underlined font):
a. amending Section 2.C (10) as follows:
“Constructing a minimum of 40,000 34,000 gross square feet of new retail, restaurant, and entertainment buildings by the CO Date (defined below), such gross square feet which shall include the approximately 20,000 square foot Foot Locker and 2,500 square foot Starbucks within the Project;”
b. amending Section 8 (“Sale of the Project”) of the Third Amendment to the 2018 TIF/Chapter 380 Agreement as follows:
“Notwithstanding anything contained in the Agreement or 2016 Chapter 380 Agreement to the contrary (including without limitation, Sections 5.E, 5.M, 6.N, and 23.C of the Agreement and the Third Amendment to the Agreement), from and after the Effective Date of this Third Fifth Amendment, Developer may, subject to prior written approval of the Chief of Economic Development and Neighborhood Services or, if such position does not exist or is not filled, the assistant city manager with managerial authority over the Office of Economic Development designated by the City Manager (“Chief”), which shall may be granted or withheld in the Chief’s sole reasonable discretion, sell, ground lease, and/or otherwise dispose of the Project, in whole but not in part (except as otherwise permitted in this Agreement) (a “Project Sale”), to an unaffiliated third party purchaser (“Third Party Purchaser”) subject to such Third Party Purchaser assuming the Loan, the Deed of Trust, and the obligations under the Agreement and the 2016 Chapter 380 Agreement (if applicable) if the following conditions are met (the “Project Sale Conditions”):
(1) the Infrastructure Work has been completed and the Programmatic Requirements have been satisfied except for completion of 40,000 square feet of new retail, restaurant, and entertainment buildings referenced in Section 2.C(10) of the Agreement;
(2) City has received not less than sixty (60) days prior written notice of a proposed Project Sale (a “Project Sale Notice”), which shall identify the Third Party Purchaser and provide the City with a copy of the letter of intent or purchase and sale agreement (such letter of intent or purchase and sale agreement which may be redacted to remove the purchase price and other material confidential and proprietary terms concerning the Project Sale) and sufficient financial and management information for the City to ascertain the qualifications of such Third Party Purchaser to continue the development and operation of the Project. Developer shall provide any other information reasonably requested by the Chief regarding the Third Party Purchaser’s financial responsibility, experience, and general fitness to complete the Project and assume the obligations under the Agreement and the 2016 Chapter 380 Agreement;
(3) at the time of delivery of the Project Sale Notice, no Developer Default shall exist;
(4) the Third Party Purchaser has agreed to assume all obligations of Developer under the Agreement, the 2016 Chapter 380 Agreement, the Note, and the Deed of Trust and the City has been provided evidence of the same;
(5) the Third Party Purchaser, or a creditworthy person of similar net worth as Loan Guarantor that is acceptable to the Director, has agreed to execute and deliver a Loan Payment Guaranty in substantially the same form as required under the Agreement approved as to form by the City Attorney; and
(6) if the Third Party Purchaser intends to finance the acquisition of the Project with a loan secured by a lien on the Project, the lender of such loan has agreed to entered into a subordination agreement in substantially the same form as attached as Exhibit I to the Agreement.
In the event the Project Sale Conditions are satisfied and the Chief provides written approval of the Project Sale, City will work in a commercially reasonable manner with Developer to consummate the Project Sale and will execute such documents as may be required under the Agreement and the 2016 Chapter 380 Agreement, or as may otherwise be necessary to consummate such Project Sale, including without limitation an amendment to the Agreement to make revisions necessary to reflect the Project Sale from Developer and/or its Affiliates to a Third Party Purchaser. Developer shall reimburse City at the closing of the Project Sale for any out-of-pocket expenses actually incurred by the City in connection with the Project Sale to a Third Party Purchaser. Failure to obtain Chief approval of a Project Sale before execution of the Project Sale shall constitute Developer Default under the Agreement and the 2016 Chapter 380 Agreement.
As consideration to the City for this fifth amendment, the Developer shall be required to execute a no-cost lease to the City of Dallas Police Department for the creation of a Dallas Police Department Resource Center or Storefront within the Shops at RedBird with the following lease conditions: (i) minimum 5,000 square feet of premises, (ii) minimum seven-year term that shall remain in effect regardless of any change in ownership of the property or Project during the seven-year term, and (iii) cancellable only by the City of Dallas Police Department
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On September 30, 2026, the Mall Area Redevelopment TIF District Board of Directors reviewed and approved an initial version of the Developer’s requested amendment and recommended forwarding to City Council with an added requirement that the no-cost lease for a Dallas Police Department Resource Center or Storefront be (i) for a minimum seven-year term, (ii) remain in effect regardless of any change in property or Project ownership during that term, and (iii) be cancellable only by the Dallas Police Department.
On November 2, 2026, the Economic Development Committee was briefed regarding this matter.
The City Council was briefed by memorandum regarding this matter on November 6, 2026. <https://dallascityhall.com/government/citymanager/Documents/Council%20Materials/26-3436A%20%20%20%20Authorize%20a%20fifth%20amendment%20to%20the%20Tax%20Increment%20Development,%20Chapter%20380%20Grant,%20and%20Chapter%20380%20Loan%20Agreement.pdf>
FISCAL INFORMATION
This action has no cost consideration to the City. (Note: For the Dallas Police Department Resource Center/Storefront lease, the rent shall be $0.00, and the cost of leasehold improvements shall be borne by Developer)
OWNER/DEVELOPER
WCWRD Inc
Peter Brodsky, President and Director
MAP
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