DISTRIC T DEVELOPMENT PLAN SUMMARY FINANCE & IMPLEMENTATION STRATEGIES

TABLE OF CONTENTS PROCESS CASE STUDIES NEED, USE & BENEFIT COMMIT TEE RECOMMENDATIONS 1 2 3 PLANNING & DESIGN COMMIT TEE RECOMMENDATIONS RUPP ARENA FEASIBILITY STUDY DISTRIC T DEVELOPMENT PLAN SUMMARY FINANCE & IMPLEMENTATION STRATEGIES 4 5 6 7

LET TER FROM THE TASK FORCE January 31, 2012 In the spring of 2011, a group of 47 community leaders were asked to tackle difficult questions about our city s future and, just as importantly, the incredible opportunities that exist for the redevelopment of 46 acres of public property around the Lexington Center. We took this charge seriously, gathering facts and thoughtfully considering the multitude of issues associated with redeveloping this key part of Downtown. In our discussions, one thing became exceedingly clear: The potential to create a dynamic, urban entertainment district in and around Rupp Arena can enliven the entire city of Lexington. With the promise of new and expanded convention facilities, arts and entertainment venues, new retail and housing, and public space, the resultant District Development Plan can play a transformative role in Lexington s growth into the next great American city. The Rupp Arena, Arts and Entertainment District Task Force worked diligently to accomplish its mission -- to create a plan that elevates the entertainment and convention experience, to promote cultural expression and to leverage the uniqueness of our city so that the District envisioned will match the aspirations of the great people of Lexington. We dreamed big, conducted almost 40 meetings, visited three cities for case studies and hired the best talent available -- all with private funds. One committee diligently researched the needs, uses and benefits of such a vision for a District. Another carefully considered the critical question of whether Rupp Arena should be renovated or rebuilt in the context of a larger plan to create an arts and entertainment district. Yet another committee with technical expertise researched and learned the intricacies and challenges of the city s current facilities. A final committee looked to innovative public/private funding sources and partnerships that could implement the resulting plan. To aid our work, we retained nationally recognized arena and convention consultants and selected a world-class firm to build community consensus around the vision. I would like to thank each and every one of the Task Force members for their service and all those who supported and participated in this effort, including hundreds of citizens who joined the discussions. Throughout Lexington, momentum for the project is growing. And Governor Beshear s recent proposal of state funding has provided even more energy to advance to the next steps. I welcome you to review the following pages and see our summary of the immense amount of work that has taken place over the past 10 months, and the exciting vision of Downtown s future that has taken shape. I hope that you will seriously consider our attached recommendations, steps we believe are important to advance one of the most important economic development projects in our region. Sincerely, Brent Rice, Task Force Chair

Mayor Jim Gray REPORT ACKNOWLEDGEMENTS TASK FORCE CHAIRS Brent Rice - Task Force Chair Jim O Brien - Task Force Vice Chair Pam Miller - Task Force Vice Chair NEED, USE & BENEFIT Wil James - Committee Chair Linda Carroll Jim Clark Joe Costa Cecil Dunn Bill Farish Steve Grossman David Lord Everett McCor vey Barr y McNees P.G. Peeples Holly Wiedemann FINANCE COMMIT TEE Luther Deaton - Committee Chair Bill Bishop Sam Bowie Greg Goodman Pete Mahurin Davis Marksbur y Ann McBrayer John McCarty Chris Sullivan Jude Thompson Paul Varga TECHNICAL ADVISORY GROUP Bill Owen - Advisory Group Chair Mitch Barnhart Frank Butler Vince Gabbert Joe B. Hall Royce Pulliam Alan Stein Julian Tackett Craig Turner Woodford Webb PLANNING & DESIGN Pam Miller - Committee Chair Ray Ball Britt Brockman Tom Cheek Craig Greenburg Bill Henkel Stephen Huffman Bill Lear Debbie Long Jamal Mashburn Michael Speaks Chris Young SUPPORT STAFF Kevin Atkins - Mayor s Office John Wilkinson - Mayor s Office Stan Harvey - Urban Collage Louis R. Johnson - Urban Collage Soumi Basu - Urban Collage Renee Jackson - DLC MASTER PLANNING TEAM Space Group Omni Architects Adams, Kara Taylor BFMJ Inside Outside Atelier Ten 360Architecture Carman ARENA FEASIBILITY TEAM Global Spectrum NBBJ Skanska Thornton Thomasetti EOP Architects

PLANNING PROCESS In many ways, the Lexington Center is the center of Lexington. Geographically, it lies near the heart of downtown Lexington, and considering the potential expansions to the west part of downtown, it might serve an even more important role as the gateway to the surrounding neighborhoods. As we all know, it s also the center of Kentucky s sporting university - the UK Basketball program has called Rupp home for 34 seasons, meaning that the eyes of the state look upon the Lexington Center when the Wildcats are playing at home. The Task Force included the following working groups: Technical Advisory Group Review previous technical reports, create a preliminary report on technical considerations and provide feedback on the development plan and implementation strategies. Need, Use & Benefit (NUB) Committee Conduct feasibility and needs assessments for, convention/hospitality, sports facility, retail, arts and culture. Created District NUB Report and reviewed development plan Planning & Design Committee Conduct physical assessments, identify issues related both to urban, architectural and social context. Create the Preliminary Planning & Design Report. Draft RFP and work with consultant to conduct civic forums, design charettes and final plan. Finance Committee Explore financing mechanisms, identify case studies, and create preliminary implementation recommendations. 47 Community Leaders on Task Force $350,000 in private Fundraising Goal 30+ Committee & Task Force Meetings 3 Committee Tours of Existing Facilities 2 Case Study Site Visits & 11 other Case Studies Reviewed 2 Public Meetings Held Completion Date: January 31, 2012 Additional Local Investment to Date Lexington Convention $115,000 Center Study Feasibility Study $75,000 Downtown Traffic Study $465,000 Triangle Park Improvements $1,300,000 Total $1,950,000

CASE STUDIES The Task Force made two trips, to Columbus, OH and Indianapolis, IN, to visit other urban arts and entertainment districts. The Task Force in both cases was given a tour by the design firms that led those projects, allowing them to see behind the scenes details. In both cities the Task Force met with city officials including Columbus, OH Mayor Michael B. Coleman, as well as toured and met with business representatives who gave insights to the day-to-day life within the districts. This process allowed Task Force members to see projects that have been through the planning process and been implemented, catalyzing additional investment. Nationwide Arena District, Columbus, OH Last 10 Years - over $140 Million in Downtown Public Infrastructure, including Arena District Downtown, region s largest employer w/ 100,000 jobs The arena district has an investment of over $1 Billion The Arena District generates $20.4 million annually in state and local income taxes Wholesale District, Indianapolis, IN Over the last 16 years since the districts inception: 89 public & private projects have been built 2,538 hotel rooms 4,602 residential units $1.24 billion in total economic investment OTHER CASE STUDIES Staples Center, Los Angeles, CA Allen Fieldhouse, Lawrence, KS CenturyLink Arena, Omaha, NE KFC YUM! Center, Louisville, KY Raleigh Convention Center, Raleigh, NC Henry B. Gonzalez Convention Center, San Antonio, TX Duke Energy Convention Center, Cincinnati, OH Boise Center, Boise, ID Bricktown & Chesapeake energy Arena, Oklahoma City, OK Haymarket District, Lincoln, NE American Tobacco Historic District, Durham, NC

CASE STUDY TAKEAWAYS 1 Dream Big - these are 50 to 100-year economic development investments; 2 Ensure authenticity by reflecting local culture and allowing for incremental organic growth; 3 Make strong connections, tame wide streets and distribute parking in multiple parking decks; 4 Emphasize the pedestrian experience and human scale to create a diverse mixed-use district; 5 Utilize public space to catalyze private development, but avoid designing large public spaces that are only full at peak events; 7 Break down the large-scale box that typifies convention centers and arenas and link them to their immediate surroundings; 8 Pay attention to details, Incorporate high-quality materials; Create vibrancy through technology, graphics and signage; 9 Identify major private sector partners and create public/private partnerships; 10 Plan for flexibility, expansion and longterm maintenance. 6 Recognize the value of water and public art in creating a sense of place;

NEED, USE & BENEFIT The Need, Use & Benefit Committee (NUB) was charged with conducting a feasibility and needs assessments for, convention/hospitality, sports facility, retail, arts and culture. The Committee kicked off at the initial task force meeting on April 14th, 2011. and met 8 times over a period of four months. Throughout the 4 month process the NUB Committee toured and reviewed a number of facilities including: The Lexington Center/Rupp Arena, Lexington Opera House, Singeltary Center, UK Fine Arts Building and the Schmidt Building. The Committee also reviewed current and past reports which included the Retail Master Plan, Retail & Multi Tenant Opportunities and the Downtown Masterplan to name a few. Concurrently NUB worked with a number of consultants including John Kaatz, (Convention Sports and Leisure) who reviewed the current state of the Convention Center and its needs, and Libby Alexander who assessed the existing Arts Facilities and their current and future needs. The NUB committee s first hand knowledge of the existing state of Lexington s arts and entertainment facilities and effort to review and understand previous studies led to the following 9 core recommendations: Arts Venues include: Lexington Opera House Lexingon Children s Theater Lyric Theater Singletary Center for the Arts Cheapside Park Downtown Arts Center Natasha s KY Theater Lexington Convention Center Needs... Contiguous event space Additional exhibit spaces Additonal breakout rooms To be within a walkable center with an entertainment environment Restaurants within or near the center Dedicated outdoor spaces Arts Place Comedy off Broadway Carnegie Center Bell House 1 Establish the District. Roughly outlined by Oliver Lewis Way, Short Street, Broadway, and High Street, the area around the current Lexington Center should be considered as a potential district of mixed-use, arts and culture based development. The district should encourage positive place-making based on the identity and authenticity of the region. The success of the arena, the convention center, and the other assets will be successful to the extent that they are imagined as a cohesive district. Create a District Development Plan with mixed-use development, expanded arts & cultural resources, and a greater sense of identity. 2 Expand the Convention Facilities. The current facilities of the Lexington Convention Center, with 66,000 square feet of exhibition space and 40,000 square feet of meeting rooms and ballrooms dramatically under-serves the region s full potential to attract conventions and events. Based on a study by CS&L in 2011, we recommend that a convention facility with a minimum of 100,000 square feet of exhibition space and 40,000 square feet of dispersed meeting room and ballroom space would best serve the Lexington market. That facility could be an expansion of the existing facility or an entirely new one. Study and compare scenarios that call for an expansion of the existing facility or a new facility all together. 3 Optimize Rupp Arena for Maximum Fan Experience and Revenue Potential. Rupp Arena, with basketball as the primary tenant, needs to be updated to best serve the interests of the University of Kentucky and the community as a world class facility. For the needs of UK basketball and the Kentucky High School Athletic Association (KHSAA) Boy s State Basketball Sweet Sixteen, the new arena needs new amenities - club seats, suites, and enhanced scoreboards - to be competitive in the market. The committee, with the university s agreement, has concluded that the arena should remain downtown. A technical and financial study will be provided to assess the viability of renovating/expanding versus rebuilding the arena. Per the recommendations of the technical study, explore how the renovation/expansion or rebuilding of the arena will impact the overall urban design of the district.

NEED, USE & BENEFIT 4 Create a Small Performing Arts Facility. Several performing arts group such as the Lexington Philharmonic and the Central Kentucky Youth Orchestra, face challenges that range from scheduling difficulty and marketing because of the lack of a professional facility. Given this, the community has an acute need for a 800-1,000 seat performing arts hall with world-class acoustic and architectural character. Study how such a facility, created through adaptive reuse or new construction, would fit into the broader scheme of the District Development Plan. 5 Expand the Presence of Arts Education in the District. Transylvania, the University of Kentucky and the Bluegrass Community and Technical School have world-class arts programs with certain needs for space and facilities. These organizations have expressed a willingness to explore collaborations with the new district and the opportunities therein. In addition, Fayette County Public Schools (FCPS) has an established performing and visual arts school; FCPS has expressed interest in bringing some or all of these facilities to the downtown area. Explore how arts educations groups in the city can contribute to the district either through new facilities or the adaptive reuse of existing structures. 6 Create an Outdoor Gathering /Performance Space. We recommend that an outdoor amphitheater with some level of weather protection could serve the district as an additional performance venue and urban amenity. The amphitheater would be connected to a larger outdoor public space or plaza. Study the design and location of such a public space. 7 Create Spaces for Visual Art. Lexington s visual arts organizations, including the UK Art Museum and the Lexington Art League, among others, have agreed that new facilities to exhibit (and produce) visual art are needed in the community, and in downtown in particular. A range of ideas, from a contemporary art museum, to a Kunsthal-type space, to a UK satellite have been discussed. Study where and how the visual arts could play a role in the development of the district. 8 Expand Opportunities for New Private Sector Development and Public/Private Partnership. With nearly 46 vacant or underutilized acres in the district and its immediate vicinity, the committee recommends expanding the opportunities for private sector development and public/ private partnerships. Residential and commercial development would greatly enhance the overall maturity of the district, bringing people downtown and giving the neighborhood scale and texture. The city government should make concessions and agreements to encourage and facilitate such partnerships. Study the potential for private sector development as part of the overall Development Plan. 9 Create a Retail Environment that Complements the New Convention Facility While Drawing More People Downtown. With nearly 46 vacant or underutilized acres in the district and its immediate vicinity, the committee recommends the creation of a retail cluster with specialized retail opportunities. In addition, the committee recommends that future retail should be connected to existing public spaces (Triangle Park) and potential new ones, with abundant external connections, outdoor areas, and windows. The existing, Shops at Lexington Center, which have historically struggled, should be reconsidered. Study the opportunities to develop a retail environment that s connected to the convention facilities and draws patrons from downtown and the surrounding community.

PLANNING & DESIGN The Planning & Design Committee (PDC) was charged with reviewing previous studies, documenting existing conditions and issues and overseeing the preparation of the District Development Plan. The PDC s initial efforts took place over a 3 month period in order to prepare a report and draft an RFP to retain a master planning consultant. The PDC led a number of meetings to discuss the existing issues and conditions of the district including: Development Opportunities Building Stock Land Use Zoning Traffic Patterns Cultural Resources Historic Assets Streetscape Improvements The PDC met both internally and with neighborhood groups to discuss these issues as well as a number of past reports and studies including: 6 convention studies, 7+ Downtown development and subarea plans, as well as the Louisville Urban Design Program Report. The PDC s reports and findings served as a foundation of knowledge for design firms responding to the District Development Plan RFP. The PDC s initial report included the following eight recommendations: Previous studies include: Lexington Distillery District Town Branch Trail Master Plan, 2010 Current Issues & Opportunites 46 Acres of Public Land 3,000 surface parking spaces Surrounded by Historic Neighborhoods Townbranch Creek Runs Under Rupp Lack of Connectivity to Triangle Park One-way traffic Downtown Lexington Master Plan, 2006 Louisville Arena Urban Design Program 1 Develop a framework for organic growth that relies on economic development strategies The District Development Plan (DDP) will create a collective vision for the Arena, Arts, and Entertainment District as whole. This vision will reach all facets of Lexington s public life, from the urban design of the area to operational capacity of the cultural assets in the region. However, the plan should not be so inflexible as to prescribe only set courses of action. Instead, it should serve as a framework for the development and the design of the area, allowing for the appropriate phasing of the district and the inclusion of multiple partners. The Development Plan should be conceived as a flexible document for implementing a world-class Arena, Arts, and Entertainment District. 2 Create architectural character and leverage Lexington s unique identity. The Planning and Design Committee urges the DDP to celebrate iconic architecture and world class architecture through reuse and new construction. The design of any new or renovated facilities must happen through the best contemporary practices in architecture, engineering, and planning. In addition, ensure that great design reflects the unique character of Lexington and the Bluegrass Region by including public art, historic reuse/adaptation, and educational assets. The Development Plan should set the standard for contemporary design excellence that recognizes the unique identity of the Bluegrass Region. 3 Plan for Complete Streets and consider the impact of two-way streets The city recently designed and implemented significant streetscape improvements in the downtown core. In addition, the city is currently studying the impact of the changing many of its one-way streets back to two-way in order to calm downtown streets and make them less of thoroughfare and more of a destination. The RAAED impacts several important corridors, including Short Street, Broadway, Maxwell Street, Jefferson Street, High Street, and Patterson Street and continues the development of Main Street as a gateway to

PLANNING & DESIGN downtown. The development plan should take into account current proposals and make suggestions about further changes to the streetscape that would contribute to the success of the district. 4 Foreground the pedestrian experience, both through their physical quality and by making connections within the district and to surrounding districts The result of the streetscape improvement programs mentioned above is a greatly enhanced pedestrian experience that makes the connection between Rupp AAED, Distillery District, Downtown and UK. The improvements to the district should consider the needs of the pedestrian user, now hampered by the inhospitality of the superblocks that characterize the area. From well-designed park spaces to attractive retail and cultural assets, the district should make the area and the entire downtown more walk-able. By investing in structured parking and encouraging alternative transportation, the district can support this goal. In addition, it should recognize the presence of the Town Branch Trail and the larger movement to create greenways throughout the region. The Development Plan should encourage pedestrian activity and connections among the various contiguous neighborhoods and between Rupp AAED and the Downtown Core. 5 Create high quality public spaces that are well programmed and maintained. High quality public space systems are integral to successful urban environments. Public spaces such as streetscapes, trails, parks and plazas all play various roles in vibrant downtowns, providing walkable connections, intimate outdoor havens, and large event gathering spaces. Well-designed public spaces catalyze private investment and create value for surrounding neighborhoods. The Development Plan should include provisions for utilizing public spaces to catalyze new development, but should maximize density and development potential. 6 Encourage mixed-used development, diverse land uses, and innovative regulatory measures As a framework for future development, the Development Plan will suggest specific land uses. The Planning and Design Committee encourages the district to be mixed-use with a broad range of entertainment, arts, commercial, and residential development, as per the Need, Use, and Benefit Committee s recommendations. To the extent possible, the plan should recommend changes to the municipal regulatory structure, including zoning and permitting, that would support the creation of the RAAED. Create a development plan with mixed and appropriate land uses that suggests changes to land-use regulation. 7 Leverage the RAAED study to encourage and promote ongoing planning efforts Not occurring in the isolation, the RAAED s s place in downtown is complemented by other planning and development efforts in the area, including the Distillery District, the Town Branch Cultural District, CentrePointe and the Streetscape Master Plan. The Development Plan should have a thorough awareness of these ongoing efforts and make suggestions about how the RAAED will fit into the larger vision for downtown Lexington. The Development Plan should set the tone for the quality and character of future developments. 8 Ensure that the district facilities are mindful of ongoing mainteneance and sustainability. The success of the facilities of the RAAED area and its public space will succeed only to the extent that they are maintained and serviced. The large performing arts and exhibition spaces needs service entrances and back-of-house access. The streetscapes need landscaping and upkeep. New parking structures need clear and thorough management. The Development Plan should ensure that all planning and design suggestions will not compromise the maintenance of the district s assets and that a high level of sustainable development best practices are incorporated.

DISTRICT DEVELOPMENT PLAN SUMMARY Credit: Spacegroup/MIR

DISTRIC T DEVELOPMENT PLAN SUMMARY Looking southwest across Triangle Park toward the reimagined Rupp Arena. The public space out front allows for pre/post game activity and new retail/commercial opportunities. Credit: Spacegroup/MIR

FINANCE & IMPLEMENTATION STRATEGIES To achieve this transformational project, the following implementation strategies are recommended: 1) Hire dedicated staff and consultants under the Lexington Center Corporation to carry out the project. a) Project Director b) Project Planner c) Program Manager d) Legal/Bond Counsel 2) Create an advocacy and fundraising organization (the Town Branch Partnership ) for all projects along the proposed Town Branch Commons, from the Distillery District to East End. a) Private Fundraising b) Grant Writing c) Advocacy d) Events & Awareness e) Communications 3) Create a detailed Business Plan for project financing. a) Economic Impact Analysis b) TIF Feasibility c) Financial Feasibility d) First Baptist Feasibility (by others) e) School for the Creative and Performing Arts Feasibility (by others) 5) Solicit a Private Sector Development Partner(s) to build private development in High St Lot, along Main St. a) Housing b) Retail c) Hotel d) Commercial e) Infrastructure 6) Create a detailed Financing Plan/Bond Package by exploring and confirming the following potential funding sources: a) Ticket Revenue b) Stock Offering c) Advertising/Sponsorship Revenue d) Concert/Event/Concessions Revenue e) Facility Fee/Lease Revenue f) Ground Leases/Sales g) Local Funds (Parking, Water/Sewer, Parks, Others) h) Hotel/Motel Occupancy i) State General Funds/Economic Development Funds j) State Road Funds k) State Tourism Tax Incentives l) TE/CMAQ Grants m) TIF Revenue n) New Market Tax Credits o) Other 4) Solicit and hire design and construction professionals for Rupp Arena, the Convention Center and Town Branch Park. a) Surveyor/Engineer/Environmental Engineer b) Criteria Package Architect for Convention Center c) Design/Build Team for Convention Center d) Architect/Landscape Architect/Engineer for Rupp Arena, Town Branch Park e) Construction Manager-at-Risk for Rupp Arena, Town Branch Park