Dome Site Development Term Sheet Virginia Beach City Council Directional Briefing Deputy City Manager Ron Williams January 8, 2019 1

Resort Strategic Action Plan (Adopted 2008) Development Strategies Create great districts with distinctive identities Improve transit and pedestrian connections between destinations Create a transition from the resort area to the neighborhoods Enhance visual access to the Oceanfront Grow residential Provide additional higher-quality hotels Concentrate retail Cluster office uses near Convention Center and Birdneck Continue to focus on achieving a "YearRound Resort" 2

Request for Letter of Qualifications February 8, 2017 Responders were encouraged to demonstrate their ability to transform this site into a family-friendly unique multi-use destination to include features such as: Multi-block mixed use development Entertainment concepts Minimum 3,500 seat live entertainment performance venue Unique or new to market retail Unique or new to market authentic restaurants Residential but not as a primary use Year-round programming attractive to both locals and tourists 3

Venture Waves LLC - Principal Leadership Disclosures Venture Realty Group Venture Realty Group 1, LLC Venture Waves LLC Donna MacMillan Whitaker Michael A. Culpepper John L. Gibson, III Elizabeth Matulenas Matthew Lafler Steven D. Green Fiona Sadler WM Jordan Company John R. Lawson H2O Investments Joe LaMontagne The Costen Companies Tim Costen Pharrell Williams Bishard Development Corp. Steven W. Bishard John K. Bishard Robert A. Deacon 4

Venture Waves LLC - Service Disclosures Architect: Oppenheim, Hanbury Construction Contractor: WM Jordan Engineer: WPL, Kimley-Horn Legal: In-House Real Estate Broker: Venture Realty Group, Madison Marquette, CBRE Financing: Property Owner: TBD Virginia Beach United Methodist Church 5

250 Workshop Attendees January 2018 Public Engagement 2500 Survey Responses 1400 Written Responses 6 6

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Exclusive Dealing Period Feasibility Studies During the Exclusive Dealing Period, Venture and the Authority, determined that equally sharing the expenses for studies and analyses was necessary to evaluate the proper scope and form of development which included: 1. Entertainment Feasibility Study Validated market demand & affirmed recommendations for venue size 2. Retail Feasibility Study Validated market demand & affirmed recommendations for retail mix 3. Overall Economic Impact Analysis Forecast overall economic impact of entire mixed use development 4. Parking Feasibility Study Validated parking demand & recommended total # of spaces 10

Real Estate $2,227,400 Sales $ 683,673 Meals $ 2,300,623 Amusement $ 2,411,664 BPOL $ 546,400 Total Annual Taxes $ 8,169,760 Fiscal Impact Estimated Tax Revenues Stabilized Year 1 Distribution of Tax Revenues Amount to TIP $ 2,855,056 Amount to General Fund $ 2,816,508 Amount to Schools $ 1,912,897 Amount to other funds $ 585,299 Total Annual Taxes $ 8,169,760 11

20 Year Fiscal Impact $57 M to General Fund $49 M to VB Public Schools 12

Economic Impact 3600 Jobs during construction 2000 Jobs once operating & stabilized $147,592,000 Total Operating Impact 13

Alignment of Financial Principles & Recommendations Project produces a net positive benefit to the City in 20 years Project produces enough revenues to cover expenses Project produces direct revenues to the General Fund and Schools based on current policy and distribution formula All project related expenses (debt service, incentives) are supported by the TIP Fund Annual Incentive of Tier 2 TDFP & Venture s Tax Revenues Generated for TIP 10% Return on Cost for Developer 14

Dome Site Development Process RFQ Review & Interview MAY 2017 Developer Selection NOV 2017 VBDA Approval of Cost Sharing Studies DEC 2017 Public Engagement JAN 2018 Studies Reported AUG 2018 Term Sheet JAN 2019 Development Agreement JUN 2019 BUILD 2020-2023 15

Term Sheet Overview 16

Page 1 Provides overview of development agreement and background of selection process Provides definition of Term Sheet An outline of terms Non-binding agreement Forms the basis for a transaction to commence negotiation of definitive document for development of the Dome Site 17

Page 2 1.Project Description Ground lease for 60 years from VBDA for $1.00 per year with two 20-year extensions Create a leasehold condominium regime Mixed-use development containing multiple buildings and uses Adjacent parcels may be considered for part of development Elements of project include: a. Entertainment Venue b. Parking Facilities c. Commercial Facilities d. Residential Facilities e. Streetscapes 18

Page 2 (cont d) 2.Developer Obligation The Developer will construct all elements of the Project. All components above are subject to mutual collaborative refinement. The Developer s construction of the Project shall comply with the City Council s Small Business Enhancement Program. Developer will acknowledge the City Council s 10% minority subcontractor goal and will work with the City to identify and use minority subcontractors to the extent commercially reasonable. 19

Page 3 3. City/Authority Participation a. Parking Facilities Design, development and construction will be purchased from Developer by Authority on a pay as-you-go basis. Authority will pay actual costs based on a guaranteed maximum price contract proposal obtained through a mutually acceptable competitive process, currently programmed for $30,000.00 per space with design and pricing to be finalized in the pre-development period Inclusive in the Authority s costs shall be a Development Fee for the Parking Facilities equal to 2% of the total cost Authority shall operate and collect revenues from the parking facilities in the same manner as other publically-owned parking facilities at the Oceanfront. Authority shall grant to the Developer a mutually agreeable parking license wherein the Developer, or its successors and assigns, shall have the exclusive right to use a designated number of parking spaces throughout the Project, with the locations and cost of such Parking License to be established in the development documents. 20

Page 3 (cont d) 3. City/Authority Participation a. Entertainment Venue Design, development and construction of a 3,500 person capacity venue will be purchased from Developer by Authority on a pay as-you-go basis Authority will pay actual costs not to exceed $30,000,000 with pricing established by design and a guaranteed maximum price contract proposal obtained through a mutually acceptable competitive process Inclusive in the Authority s costs shall be a Development Fee for the Entertainment Venue equal to 2% of the total cost Prior to completion of the Entertainment Venue, the Authority shall enter into a lease with Oak View Group ( OVG ) for the lease and operation of the venue OVG shall contribute a minimum of $5,000,000 to the cost of the Entertainment Venue with OVG s contribution made pro rata throughout the design and construction period. 21

Page 4 3. City/Authority Participation c. Streetscapes Authority shall provide funding for Design, development and construction of the Streetscapes on a pay as-you-go basis for actual costs not to exceed $7,500,000 Developer shall agree that the Project will be subject to a special assessment established pursuant to a Special Services District ( SSD ), which will pay for certain enhanced services at the Project, and for maintenance and upkeep of all Streetscapes. SSD rate will be set by City Council after consultation with the Developer during the pre-development period The Developer shall reserve the exclusive right to service all areas of the Project for concessions, umbrellas, cabana service, food and beverage service, and all other vending or services comparable to the operation of a mixed-use development of this quality, subject to applicable permits and licenses. 22

Page 4 (cont d) 3. City/Authority Participation d. Incentive TDFP + Performance Grant (i) Assist the Developer in qualifying for Tier II TDFP financing with the City s additional ½ percent share coming from the TIP Fund (ii) Provide an annual performance grant in an amount when added to the TDFP sufficient to yield a total Incentive of up to $5,000,000 per year for twenty years based on the integrated project scope, with a development budget currently estimated at $227,500,000. Performance Grant will be payable solely out of tax revenues generated by the elements of the Project owned by Developer and otherwise payable to the TIP Fund. The Performance Grant will be payable quarterly in arrears. 23

Page 4 (cont d) 3. City/Authority Participation e. Performance Grant during first 3 years of stabilization First 3 years of stabilization means the first 3 years after substantial completion of the Project Developer may not generate sufficient Net Operating Income, which when combined with TDFP and the Performance Grant amount, to attain a Return on Cost of 10%. To address this potential shortfall, the parties will agree to increase the Performance Grant to achieve Return on Cost of 10% in stabilized years 1-3 with a corresponding reduction in the Performance Grant in the final three years. During this period, in addition to the revenues identified above, Developer shall receive credit for the value of all taxes paid at the Project, provided that such amounts shall be paid by the TIP Fund and not the General Fund. 24

Page 4 (cont d) 3. City/Authority Participation f. Performance Grant during first 3 years of stabilization To satisfy the expressed aspiration for a pedestrian-oriented cohesive development project, with the features described above, the City has authorized the transfer of title of the Project to the Authority. After approval of this Term Sheet the City and Authority will consummate that transaction and the Authority shall apply to the City for (i) the administrative reclassification of the use of the Eighteenth Street right of way between Arctic and Pacific Avenues, and (ii) conditional closure of Nineteenth Street between Arctic and Pacific Avenues. 25

Page 5 4. Next Steps a. Public briefing of Term Sheet on January 8 th b. Public Comment and City Council vote on Term Sheet on January 15 th c. Authority vote on Term Sheet on January 15 th d. Development of definitive, binding documents. Included in the documents will be a pre-development period where the parties will agree to jointly fund design of the Project to allow definitive pricing to be attained. At execution of definitive documents (which will follow additional public outreach and a vote by both City Council and the Authority) the parties will have agreed on guaranteed maximum price contracts and the Authority s audit and cost verification rights for all elements of the Project being constructed and a competitive bidding process for the construction work paid for by the Authority. The parties will also agree on a plan of finance for the Project. e. At the time of execution of the definitive documents, the Authority and City will enter into a support agreement whereby the City agrees to fund the Authority s obligations for the Project. 26

Project Term Sheet City Investment * Parking Garages 1934 spaces x $30,000 per space $58,020,000 Entertainment Venue $30,000,000 Common Spaces $ 7,500,000 Total Capital Investment $95,520,000 Potential Annual Incentive Payment - 20 Yr Term (Tier 2 TDFP + Performance Grant) $ 5,000,000 * Does not include value of real estate property appraised at $37 M 27

Commonwealth of Virginia Tourism Development Financing Program Program provides two different tiers of financing to compensate for a shortfall in project funding. TIER 1 TIER 2 28

Breakdown of Annual Incentive Payment Tier 2 TDFP & Performance Grant Estimated $5,000,000 +/- $3,183,000 +/- generated by Tier 2 TDFP (1.5% from each participant) $1,000,000 from City, $1,000,000 from State, $1,000,000 from Developer $1,387,000 +/- by dedicating 100% of Admissions taxes generated by Venture s condominium units (excludes Entertainment Venue) $430,000 +/- by dedicating 20% of Meals taxes generated by Venture s condominium units (excludes Entertainment Venue) 29

Outstanding Issues Terms for Church Block (Office tower with parking) Terms for Entertainment Venue Operating Agreement & Cost Participation to be finalized Terms for Norfolk Southern/Dominion Parcel & 18 th Street Fee owned by Norfolk Southern, leased to Dominion for substation Relocation of substation opens block for vertical development 30

Next Steps 1. VB Development Authority vote on Term Sheet January 15 th 2. Public Comment & City Council vote on Term Sheet on January 15 th 3. Negotiate Development Agreement for final approval in 2019 31

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