Williamson County INVESTMENTS CORPORATION

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1 Williamson County INVESTMENTS CORPORATION 8004 Two Coves Drive Austin, Texas Tel Paris, Texas Opportunity Portfolio

2 TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Page 2 Proposal & Expected Incentives Page 3 Sources and uses of funds Purchase price and other compensation Timeline Pro-forma Page 11 Tax Shelters Return on investment projected for the life of financing 10 year cash-flow on operations Preliminary Interior and Exterior Plan Page 12 Legal Status of Developer Page 19 2

3 PROPOSAL & EXPECTED INCENTIVES PROPOSAL & EXPECTED INCENTIVES Uses and appearance of the Paris Project would be redeveloped into an adaptive mixed re-use in order to create and maintain vibrant commercial property that preserves the City of Paris s cultural heritage. The Paris Project concept would come alive with vibrant new life as it is repurposed through restoration of the property into luxury apartments with street level commercial business space for Restaurant and Retail, and Offices in an enriched mixed use community which would be an historical centerpiece for the City, the County and the State. The proposed interior appearance would be a complete restoration maintaining historical character of the distinctive interior yet incorporating energy efficiency and modern conveniences. The concept includes wood floors, and a fully integrated video surveillance security system, smart lighting and Wi-Fi. The building amenities will include the following: Historical Protection Fully restored to original character Full commercial and Community based Use All ADA, HVAC, Electrical, Plumbing, Structural, Fire and Safety Codes Ready for Restaurant, Retail and Office use to move in and serve the Community Luxury apartments Boutique Hotel Fully restored property that instills tranquility, harmony, peace and creativity Rooftop Patio Rooftop Gardens Parking This would be achieved by following the U.S. Secretary of Interior s Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings, and by following the standards for LEED Platinum certification developed by the U.S. Green Building Council. The outcome would be a blend of historic preservation of this landmark with energy- efficient, environmentally sound features a functional, green and aesthetically beautiful mixed-use structure that maintains its historic character and integrity. 3

4 PARIS PROPERTY SOURCES AND USES DRAW SCHEDULE 104 Bonham Sources and Uses Draw Schedule Pre-Development During Construction During Leasing TOTAL Commercial SF 39,064 Cost/SF 350 Commercial Construction Cost 13,672,400 Contingency 10% 1,367,240 Total Commercial Construction Cost 10,000 15,029,640-15,039,640 Residential SF 12,500 Cost/Sf 350 Construction 4,375,000 Site Work and Site Utilities 50,000 Demolition 618,768 Environmental Abatement 825,024 Furniture, Fixtures, Equipment 10,000 Parking 8,000 Contingency 10% 588,679 Total Residential Hard Costs 25,000 6,450,471-6,475,471 Total Hard Costs 35,000 21,480,111-21,515,111 % Commercial 70% % Residential 30% Soft Costs Engineering and Code Review 3% 451, , ,453 Architecture Fee 10% 1,506, ,453 2,151,511 Historic Preservation Consultants and HTC 17,500 7,500 25,000 Environmental Reports and Monitoring 10,000 40,000 50,000 Construction Utilities/Winter Conditions - 15,000 15,000 Survey and Civil Engineering 35,000 15,000 50,000 Cost Estimating 25,000 25,000 Title and Recording 12,500 12,500 25,000 Construction Period Insurance 154, ,692 Appraisal and Market Study 6,500 6,500 Accounting 2,500 7,500 10,000 Legal - Transaction 40,000 10,000 50,000 Legal - Partnership/TC syndication 75,000 5,000 80,000 Marketing and Leasing - 10,000 10,000 20,000 DECD/CHFA Oversight 50,000 50,000 Soft Cost Contingency 10% 167, , ,816 Subtotal Soft Costs 2,349,783 1,334,189 10,000 3,693,972 Subtotal - Hard/Soft Costs 2,384,783 22,814,300 10,000 25,209,083 Developer Fee 10% 630,227 1,260, ,227 2,520,908 Reserves 150, ,000 Buildings 3,950,000 3,950,000 Financing -Predevelopment Bridge Loan 109, , ,184 Total Development Cost 3,124,363 28,744, ,227 32,659,175 Sources Developer 3,124,363 20,566,600 (23,690,962) FHTC 19% 6,205,243 6,205,243 SHTC 24% 7,838,202 7,838,202 NMTC 18% 5,865,460 5,865,460 TIF 10% 3,265,918 3,265,918 ITC - Renewal Energy 4% 1,306,367 1,306,367 Developer Funds 8% 2,520,908 2,520,908 Loan 17% 5,657,077 5,657,077 Total Sources 100% 3,124,363 28,744, ,227 32,659,175 4

5 PARIS PROPERTY SOURCES AND USES DRAW SCHEDULE 25 NW 1st Sources and Uses Draw Schedule Pre-Development During Construction During Leasing TOTAL Commercial SF 3,511 Cost/SF 350 Commercial Construction Cost 1,228,850 Contingency 10% 122,885 Total Commercial Construction Cost 10,000 1,341,735-1,351,735 Residential SF - Cost/Sf - Construction - Site Work and Site Utilities 50,000 Demolition 42,132 Environmental Abatement 56,176 Furniture, Fixtures, Equipment 10,000 Parking 8,000 Contingency 10% 16,631 Total Residential Hard Costs 25, , ,939 Total Hard Costs 35,000 1,499,674-1,534,674 % Commercial 100% % Residential Soft Costs Engineering and Code Review 3% 32,228 13,812 46,040 Architecture Fee 10% 107,427 46, ,467 Historic Preservation Consultants and HTC 17,500 7,500 25,000 Environmental Reports and Monitoring 10,000 40,000 50,000 Construction Utilities/Winter Conditions - 15,000 15,000 Survey and Civil Engineering 35,000 15,000 50,000 Cost Estimating 25,000 25,000 Title and Recording 12,500 12,500 25,000 Construction Period Insurance 10,533 10,533 Appraisal and Market Study 6,500 6,500 Accounting 2,500 7,500 10,000 Legal - Transaction 40,000 10,000 50,000 Legal - Partnership/TC syndication 75,000 5,000 80,000 Marketing and Leasing - 10,000 10,000 20,000 DECD/CHFA Oversight 50,000 50,000 Soft Cost Contingency 10% 30,827 30,827 61,654 Subtotal Soft Costs 394, ,712 10, ,195 Subtotal - Hard/Soft Costs 429,482 1,773,386 10,000 2,212,868 Developer Fee 10% 55, ,643 55, ,287 Reserves 150, ,000 Buildings 349, ,500 Financing -Predevelopment Bridge Loan 17,584 51,603 69,186 Total Development Cost 502,388 2,285, ,322 3,002,842 Sources Developer 502,388 1,474,365 (1,976,753) FHTC 10% 300, ,284 SHTC 10% 300, ,284 NMTC 39% 1,171,108 1,171,108 TIF 10% 300, ,284 ITC - Renewal Energy 4% 120, ,114 Developer Funds 7% 221, ,287 Loan 20% 589, ,480 Total Sources 100% 502,388 2,285, ,322 3,002,842 5

6 PARIS PROPERTY SOURCES AND USES DRAW SCHEDULE 100 NW 3rd Sources and Uses Draw Schedule Pre-Development During Construction During Leasing TOTAL Commercial SF 1,058 Cost/SF 500 Commercial Construction Cost 529,000 Contingency 10% 52,900 Total Commercial Construction Cost 10, , ,900 Residential SF - Cost/Sf 350 Construction - Site Work and Site Utilities 285,000 Demolition 126,960 Environmental Abatement 169,280 Furniture, Fixtures, Equipment 10,000 Parking 8,000 Contingency 10% 59,924 Total Residential Hard Costs 25, , ,164 Total Hard Costs 35,000 1,206,064-1,241,064 % Commercial 47% % Residential 53% Soft Costs Engineering and Code Review 3% 26,062 11,170 37,232 Architecture Fee 10% 86,874 37, ,106 Historic Preservation Consultants and HTC 17,500 7,500 25,000 Environmental Reports and Monitoring 10,000 40,000 50,000 Construction Utilities/Winter Conditions - 15,000 15,000 Survey and Civil Engineering 35,000 15,000 50,000 Cost Estimating 25,000 25,000 Title and Recording 12,500 12,500 25,000 Construction Period Insurance 3,174 3,174 Appraisal and Market Study 6,500 6,500 Accounting 2,500 7,500 10,000 Legal - Transaction 40,000 10,000 50,000 Legal - Partnership/TC syndication 75,000 5,000 80,000 Marketing and Leasing - 10,000 10,000 20,000 DECD/CHFA Oversight 50,000 50,000 Soft Cost Contingency 10% 28,551 28,551 57,101 Subtotal Soft Costs 365, ,626 10, ,114 Subtotal - Hard/Soft Costs 400,487 1,458,690 10,000 1,869,178 Developer Fee 10% 46,729 93,459 46, ,918 Reserves 150, ,000 Buildings 449, ,500 Financing -Predevelopment Bridge Loan 16,220 38,559 54,779 Total Development Cost 463,437 2,040, ,729 2,710,375 Sources Developer 463,437 1,101,688 (1,565,125) FHTC 19% 514, ,971 SHTC 24% 650, ,490 NMTC 8% 226, ,941 TIF 10% 271, ,037 ITC - Renewal Energy 4% 108, ,415 Developer Funds 7% 186, ,918 Loan 28% 751, ,602 Total Sources 100% 463,437 2,040, ,729 2,710,375 6

7 PARIS PROPERTY SOURCES AND USES DRAW SCHEDULE 357 Kaufman Sources and Uses Draw Schedule Pre-Development During Construction During Leasing TOTAL Commercial SF 3,500 Cost/SF 550 Commercial Construction Cost 1,925,000 Contingency 10% 192,500 Total Commercial Construction Cost 10,000 2,107,500-2,117,500 Residential SF - Cost/Sf - Construction - Site Work and Site Utilities 50,000 Demolition / Structural 287,000 Environmental Abatement 91,000 Furniture, Fixtures, Equipment 10,000 Parking 8,000 Contingency 10% 44,600 Total Residential Hard Costs 25, , ,600 Total Hard Costs 35,000 2,573,100-2,608,100 % Commercial 81% % Residential 19% Soft Costs Engineering and Code Review 3% 54,770 23,473 78,243 Architecture Fee 10% 182,567 78, ,810 Historic Preservation Consultants and HTC 17,500 7,500 25,000 Environmental Reports and Monitoring 10,000 40,000 50,000 Construction Utilities/Winter Conditions - 15,000 15,000 Survey and Civil Engineering 35,000 15,000 50,000 Cost Estimating 25,000 25,000 Title and Recording 12,500 12,500 25,000 Construction Period Insurance 10,500 10,500 Appraisal and Market Study 6,500 6,500 Accounting 2,500 7,500 10,000 Legal - Transaction 40,000 10,000 50,000 Legal - Partnership/TC syndication 75,000 5,000 80,000 Marketing and Leasing - 10,000 10,000 20,000 DECD/CHFA Oversight 50,000 50,000 Soft Cost Contingency 10% 37,803 37,803 75,605 Subtotal Soft Costs 499, ,519 10, ,658 Subtotal - Hard/Soft Costs 534,140 2,895,619 10,000 3,439,758 Developer Fee 10% 85, ,988 85, ,976 Reserves 150, ,000 Buildings 549, ,500 Financing -Predevelopment Bridge Loan 22,492 89, ,968 Total Development Cost 642,626 3,706, ,994 4,595,203 Sources Developer 642,626 2,556,471 (3,199,096) FHTC 19% 873, ,088 SHTC 24% 1,102,849 1,102,849 NMTC 18% 825, ,825 TIF 10% 459, ,520 ITC - Renewal Energy 4% 183, ,808 Developer Funds 7% 343, ,976 Loan 18% 806, ,136 Total Sources 100% 642,626 3,706, ,994 4,595,203 7

8 PARIS PROPERTY SOURCES AND USES DRAW SCHEDULE 201 Bonham Sources and Uses Draw Schedule Pre-Development During Construction During Leasing TOTAL Commercial SF 35,786 Cost/SF 350 Commercial Construction Cost 12,525,100 Contingency 10% 1,252,510 Total Commercial Construction Cost 10,000 13,767,610-13,777,610 Residential SF 47,714 Cost/Sf 350 Construction 16,699,900 Site Work and Site Utilities 50,000 Demolition 1,002,000 Environmental Abatement 1,336,000 Furniture, Fixtures, Equipment 10,000 Parking 8,000 Contingency 10% 1,910,590 Total Residential Hard Costs 25,000 20,991,490-21,016,490 Total Hard Costs 35,000 34,759,100-34,794,100 % Commercial 40% % Residential 60% Soft Costs Engineering and Code Review 3% 730, ,147 1,043,823 Architecture Fee 10% 2,435,587 1,043,823 3,479,410 Historic Preservation Consultants and HTC 17,500 7,500 25,000 Environmental Reports and Monitoring 10,000 40,000 50,000 Construction Utilities/Winter Conditions - 15,000 15,000 Survey and Civil Engineering 35,000 15,000 50,000 Cost Estimating 25,000 25,000 Title and Recording 12,500 12,500 25,000 Construction Period Insurance 250, ,500 Appraisal and Market Study 46,500 46,500 Accounting 2,500 7,500 10,000 Legal - Transaction 40,000 10,000 50,000 Legal - Partnership/TC syndication 75,000 5,000 80,000 Marketing and Leasing - 10,000 10,000 20,000 DECD/CHFA Oversight 50,000 50,000 Soft Cost Contingency 10% 261, , ,023 Subtotal Soft Costs 3,691,275 2,040,982 10,000 5,742,256 Subtotal - Hard/Soft Costs 3,726,275 36,800,082 10,000 40,536,356 Developer Fee 10% 1,013,409 2,026,818 1,013,409 4,053,636 Reserves 150, ,000 Buildings 4,950,000 4,950,000 Financing -Predevelopment Bridge Loan 171, ,576 1,161,482 Total Development Cost 4,911,589 44,766,476 1,173,409 50,851,474 Sources Developer 4,911,589 28,273,610 (33,185,199) FHTC 19% 9,661,780 9,661,780 SHTC 24% 12,204,354 12,204,354 NMTC 11% 5,373,268 5,373,268 TIF 10% 5,085,147 5,085,147 ITC - Renewal Energy 4% 2,034,059 2,034,059 Developer Funds 8% 4,053,636 4,053,636 Loan 24% 12,439,230 12,439,230 Total Sources 100% 4,911,589 44,766,476 1,173,409 50,851,474 8

9 PARIS PROPERTY SOURCES AND USES DRAW SCHEDULE 112 Bonham Sources and Uses Draw Schedule Pre-Development During Construction During Leasing TOTAL Commercial SF 2,700 Cost/SF 350 Commercial Construction Cost 945,000 Contingency 10% 94,500 Total Commercial Construction Cost 10,000 1,029,500-1,039,500 Residential SF 2,700 Cost/Sf 350 Construction 945,000 Site Work and Site Utilities 50,000 Demolition 64,800 Environmental Abatement 86,400 Furniture, Fixtures, Equipment 10,000 Parking 8,000 Contingency 10% 116,420 Total Residential Hard Costs 25,000 1,255,620-1,280,620 Total Hard Costs 35,000 2,285,120-2,320,120 % Commercial 45% % Residential 55% Soft Costs Engineering and Code Review 3% 48,723 20,881 69,604 Architecture Fee 10% 162,408 69, ,012 Historic Preservation Consultants and HTC 17,500 7,500 25,000 Environmental Reports and Monitoring 10,000 40,000 50,000 Construction Utilities/Winter Conditions - 15,000 15,000 Survey and Civil Engineering 35,000 15,000 50,000 Cost Estimating 25,000 25,000 Title and Recording 12,500 12,500 25,000 Construction Period Insurance 16,200 16,200 Appraisal and Market Study 6,500 6,500 Accounting 2,500 7,500 10,000 Legal - Transaction 40,000 10,000 50,000 Legal - Partnership/TC syndication 75,000 5,000 80,000 Marketing and Leasing - 10,000 10,000 20,000 DECD/CHFA Oversight 50,000 50,000 Soft Cost Contingency 10% 36,216 36,216 72,432 Subtotal Soft Costs 471, ,400 10, ,747 Subtotal - Hard/Soft Costs 506,347 2,600,520 10,000 3,116,867 Developer Fee 10% 77, ,843 77, ,687 Reserves 150, ,000 Buildings 549, ,500 Financing -Predevelopment Bridge Loan 21,191 68,821 90,012 Total Development Cost 605,459 3,374, ,922 4,218,066 Sources Developer 605,459 1,966,322 (2,571,781) FHTC 19% 801, ,433 SHTC 24% 1,012,336 1,012,336 NMTC 10% 405, ,405 TIF 10% 421, ,807 ITC - Renewal Energy 4% 168, ,723 Developer Funds 7% 311, ,687 Loan 26% 1,096,677 1,096,677 Total Sources 100% 605,459 3,374, ,922 4,218,066 9

10 PARIS PROJECT COMBINED OPPORTUNITY AND COMPENSATION Source Commitment Type Details Estimated Amount Federal HTC Federal Program Tax Credits $18,356,799 State HTC State Program Tax Credits $23,108,515 New Market TC Federal Program Tax Credits $13,868,007 TIF Federal Program Tax Credits $9,803,713 ITC - Renewal Energy Tax Credits Energy Conservation Program Tax Credits $3,921,486 Developer Funds (Developer Fee) Funds Funds $7,638,412 Loan Funds Funds $21,340,203 Total $98,037,135 The Paris Project is in the Opportunity Zone: A permanent exclusion from taxable income of capital gains from the sale or exchange of an investment if the investment is held for at least 10 years Based on total development costs of $98.03 million dollars, according to the PRESERVATION ECONOMIC IMPACT MODEL the historic rehabilitation project in the City of Paris is expected to create the following economic impacts: 1587 direct and indirect/induced jobs $49.85 million in business and household income $2.21 million generated in state tax revenue $1.28 million generated in local revenue $90.39 million in gross state product 10

11 PROFROMA PROFROMA PARIS PROJECT 10 YEAR PROFORMA Static Poforma - Commercial and Residential First Year Second Year Third Year Fourth Year Fifth Year Apartments (62,914 SF) Average Rent / Unit / Month* Monthly Rent 80,640 83,059 85,551 88,118 90,761 Annual Rent 967, ,710 1,026,612 1,057,410 1,089,132 Less Vacancy 7%, 5%, 5%, 5%, 5% -67,738-49,836-51,331-52,871-54,457 Gross Effective Income 899, , ,281 1,004,540 1,034,676 Expenses / Unit / Month Units Months Annual Expenses -151, , , , ,200 Commercial (89,619 SF) 89,619 89,619 89,619 89,619 89,619 NNN Rent / SF / Yr Annual Commercial Rent 1,075,428 1,107,691 1,140,922 1,175,149 1,210,404 Less 10 % Vacancy -107, , , , ,040 Gross Effective Commercial Income 967, ,922 1,026,829 1,057,634 1,089,363 Net Income Before Taxes and Reserves 1,716,628 1,792,597 1,850,911 1,910,974 1,972,839 Reserves $450 per unit Net Income after Reserves 1,688,278 1,764,247 1,822,561 1,882,624 1,944,489 Taxes - 10% of Net Operating Income -168, , , , ,449 Annual Cash Flow before Debt Service 1,519,450 1,587,822 1,640,304 1,694,361 1,750,040 Debt Service - $21,340,203-5% 30 year loan -1,067,010-1,067,010-1,067,010-1,067,010-1,067,010 Net Cash Flow 452, , , , ,030 Sixth Year Seventh Year Eigth Year Ninth Year Tenth Year Apartments (62,914 SF) Average Rent / Unit / Month* Monthly Rent 93,484 96,288 99, , ,217 Annual Rent 1,121,806 1,155,461 1,190,124 1,225,828 1,262,603 Less Vacancy 5% -56,090-57,773-59,506-61,291-63,130 Gross Effective Income 1,065,716 1,097,687 1,130,618 1,164,537 1,199,473 Expenses / Unit / Month Units Months Annual Expenses -151, , , , ,200 Commercial (89,619 SF) 89,619 89,619 89,619 89,619 89,619 NNN Rent / SF / Yr Annual Commercial Rent 1,246,716 1,284,117 1,322,641 1,362,320 1,403,190 Less 10 % Vacancy -124, , , , ,319 Gross Effective Commercial Income 1,122,044 1,155,706 1,190,377 1,226,088 1,262,871 Net Income Before Taxes and Reserves 2,036,560 2,102,193 2,169,795 2,239,425 2,311,143 Reserves $450 per unit Net Income after Reserves 2,008,210 2,073,843 2,141,445 2,211,075 2,282,793 Taxes - 10% of Net Operating Income -200, , , , ,279 Annual Cash Flow before Debt Service 1,807,389 1,866,459 1,927,300 1,989,967 2,054,514 Debt Service - $21,340,203-5% 30 year loan -1,067,010-1,067,010-1,067,010-1,067,010-1,067,010 Net Cash Flow 740, , , , ,504 11

PRELIMINARY INTERIOR & EXTERIOR PLAN PRELIMINARY INTERIOR & EXTERIOR PLAN PRELIMINARY INTERIOR & EXTERIOR PLAN The proposed plan is to renovate the Historic Property into adaptive mixed use

12 PRELIMINARY INTERIOR & EXTERIOR PLAN PRELIMINARY INTERIOR & EXTERIOR PLAN PRELIMINARY INTERIOR & EXTERIOR PLAN The proposed plan is to renovate the Historic Property into adaptive mixed use commercial and residential space as a destination of choice, a viable vital part of the community. Additionally, the combination of Restaurant, Retail, Offices and Luxury Apartments that inspire harmony and tranquility will enhance the property and create a destination of choice for the community, tenants and visitors. All historic items will be preserved and recreated, the façade, stairways, and all items which reflect its original character. 12

13 Exterior Current 13

14 Interior Current 14

Interior Commercial Space Facsimile Commercial Space Healthy Building: Use low or no VOC low/no off-gassing) paints, cabinets and carpets to reduce harmful toxins in the air.

Restaurant, Retail and Office Space The space is designed to feature a restaurant, retail and office space, thereby catering to different customers.

Wood floors and stairways will be completely restored. The façade, windows and doors will all be restored to their original grandeur.

15 Interior Commercial Space Facsimile Commercial Space Healthy Building: Use low or no VOC low/no off-gassing) paints, cabinets and carpets to reduce harmful toxins in the air. Install high quality indoor air ventilation system and verify that the systems are providing adequate fresh air. The Ground level focus on dining and retail creates a Destination Space. Restaurant, Retail and Office Space The space is designed to feature a restaurant, retail and office space, thereby catering to different customers. The historic character will be maintained for all to enjoy and appreciate. All ADA, fire and safety codes will be satisfied with respect to the property. Wood floors and stairways will be completely restored. The façade, windows and doors will all be restored to their original grandeur. Apartments and Parking with Rooftop Patio High end apartments and parking in downtown Paris as well as rooftop patios are incorporated into this location for the community to enjoy. Elevators that allow access to all levels enhances the Paris Project to become its highest best for the next century while preserving the past century. 15

16 Interior Commercial Space Facsimile 16

Interior Residential Space Facsimile Sixty-Three Upscale Apartments Install high-performance kitchen and bathroom exhaust fans that vent to the outside, thus reducing cooking smoke and odors, and

Stainless steel appliances (refrigerator, dishwasher and stove), as well as kitchen hood that vents to the outside, will be provided to all apartment units.

Each apartment would have a programmable thermostat to allow adjustable control of the heating and cooling within each apartment for maximum comfort.

17 Interior Residential Space Facsimile Sixty-Three Upscale Apartments Install high-performance kitchen and bathroom exhaust fans that vent to the outside, thus reducing cooking smoke and odors, and humid conditions that enable mold and mildew growth. The environmentally-friendly finishes will be high-quality and selected based on both their aesthetic appeal as well as their long term durability. Stainless steel appliances (refrigerator, dishwasher and stove), as well as kitchen hood that vents to the outside, will be provided to all apartment units. Ample closets as well as stackable washer and dryer units. Each apartment would have a programmable thermostat to allow adjustable control of the heating and cooling within each apartment for maximum comfort. The apartments are designed to maximize sunlight and views in the primary occupied spaces making for brighter and more enjoyable spaces. Operable window and ceiling fans will give residents the option to enjoy the outdoor air while inside. The kitchen and living rooms are designed as open plans which create a more spacious appearance and allow for more social engagements between the living room and kitchen areas. Interior Finish Complete restoration of t h e historic distinctive interior character with the addition of modern conveniences. Interior Elevators and Stairs Elevators and stairs will be restored in historic character with access to all levels, including the rooftop patios. 17

18 Paris Project Property Overview 18

19 LEGAL STATUS OF DEVELOPER LEGAL STATUS OF DEVELOPER The development of historical property requires the creation of complex legal structures due to the financing sources traditionally utilized, including State and Federal Tax Credits, state subsidies, and/or financing.. A. Developer Legal Structures: Below is a listing of the currently assumed legal structures for the property based on the objectives as well as a typical structure for a tax credit financed property. There are a multiple options that can be pursued for any of the legal structures described below and it is understood that continued dialogue with lenders and investors, could result in modification to the below proposed structures. B. Ownership: Developer / Investor Structure: The likely financing source for the City Owned Property is State and Federal Tax Credits, which require the developer to create a Limited Liability Company in which the Developer (or an affiliate) is a 0.01% Managing Member and the Investor is a 99.99% Member. This structure enables the Investor to receive the benefit of the Tax Credits in exchange for equity to enable the Developer to redevelop the property. The LLC will be the owner of the Property, which is currently proposed to consist of Commercial and Residential Space. The LLC would be structured with a fee simple ownership interest. The tax credit investor would remain within the ownership structure for 15 years of the 30 year affordability period. Typical to such structures, full ownership would revert to the developer or related entity at the time the tax credit investor exits the ownership structure following Year 15. C. Other: Depending on financing sources, there may be multiple mortgages and deed restrictions required in order to redevelop the property. At the maturity date (year 30) the development is generally refinanced with new funding sources to make capital repairs and to extend the affordability period. 19

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