Report on the Development. Potential of. Property

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Report on the Development Potential of Tennessee Children s Home Property The City of Spring Hill Approximately 103 Acres June 28, 2013

June 28, 2013 Mr. Victor Lay City of Spring Hill 199 Town Center Parkway Spring Hill, TN 37174 RE: Development Potential of Tennessee Children s Home Property Dear Victor: The team of Fifth Lane Real Estate Company, LLC, Spectrum Properties Emery and Kiser+Vogrin Design ( Team ) is pleased to provide this report on the development potential for the property known as the Tennessee Children s Home (the Report ). This Report along with the plans and spreadsheet calculations shall serve to satisfy our agreement for services dated February 7, 2013. The goal of this Report is to provide an opinion with regard to the development potential of the Tennessee Children s Home property by looking at a variety of uses that could be economically viable as well as provide a city center for the citizens of Spring Hill. The Team brings to the table several decades of land planning, land development and land sales experience. The findings are a candid view of the opportunities, challenges and development potential for the Tennessee Children s Home property. The site is uniquely positioned in the heart of Spring Hill, yet has access and visibility limitations as it stands today. The Team has been impressed with the foresight of Spring Hill s civic and business leaders with regard to this site. In its current configuration of approximately 103 acres (see aerial on subsequent pages) the Team has established that out of that amount of property only 63 acres are developable due to the property s existing flood land and historical structures. Clearly this has an impact on the development opportunity and in turn the potential development value of the property. Given the market trends for the Spring Hill area the Team estimates that a mixed use development would yield a raw land value in the range of $4 to $5.3 million. This range is not an appraised value as the Team is not and does not represent to be licensed real estate appraisers. The range represents a potential development value for the property in its current condition based on a land plan, sales assumptions, land uses, sales timetable and discount rate (all included in the Report).

Two primary aspects of the development plan were identified as potential obstacles to the initial economic success of the development. The first obstacle revealed is the list of potential uses that will be received well in the market at this location. Specifically, a significant portion of the development value of the property is derived from (i) city and/or civil uses and (ii) residential uses. The Team believes that too much of the land s development value is dependent on those two key components. The general objective for a mixed- use development is to spread the market risk of development cycles between four or more different uses. The specific concern under this scenario is that excess risk is placed on residential and the fact that the property would not be tied to Williamson County public schools. The second concern identified is the access and visibility within the existing traffic patterns. This was best addressed by (i) moving city hall and city s civic areas to the site generating traffic and a destination and (ii) creating a new roadway connecting Kedron Parkway with Main Street (Hwy 6) in a way that would encourage a new traffic pattern through the new city center. Although any future purchase of any property by The City of Spring Hill would need to follow due diligence and proper land surveys and investigation, the Team cannot recommend the purchase of the Tennessee Children s Home property at the current asking price. We appreciate the privilege to work with you and your team on this project. We are available for follow up or any questions you may have with regard to this Report. Sincerely; Fifth Lane Real Estate Company, LLC Spectrum Properties Emery Report attached

4 Aerial Map This Report reflects the opinion of Fifth Lane Real Estate Company, LLC and its team members based on its experience and specific assumption made herein. This Report is not a statement of property value or a recommendation to purchase or not purchase and develop the subject property. No guarantees of value or market depth are being made. Anyone interested in purchasing the subject property should conduct their own due diligence including a professional appraisal, and site survey.

5 Land Use Plan In the creation of the Land Use Plan, the Team assessed the existing conditions of the site, and its immediate surroundings. Numerous meetings with local officials, including a city hall meeting held on the evening of March 3, 2013 as well as many follow- up phone calls served as the basis for the components within the plan. The site measuring approximately 103 acres is enhanced with large green spaces, rolling terrain and a lake amenity. Additionally, there are two relatively large areas of floodplain and an important historic structure. The resulting developable land is reduced to approximately 60 acres. As the historical and natural amenities of the site enhance the plan, those 43 acres do not participate in the economic viability of the plan. The objective of creating a Land Use Plan was to establish a city center for the citizen of Spring Hill that is celebrated as functional as well as symbolic. Given the configuration of the site, a front door to the development was difficult to determine. Potential visibility to the site is strong from the corner of Kedron Parkway and Main Street, however at that corner establishing a strong visible entrance presents a significant challenge. To ensure the development s long- term viability the Team looked to bring traffic and activity into the site; this was done by placing in the interior of the property the city and civic areas (city hall, library, passive park, etc). Additionally, the natural green areas as well as the authentic historic structure provide a venue for city celebrations such as Homecoming Parades, Fourth of July or Christmas tree lighting. An economically viable town center has several uses (office, retail, restaurant, civic, governmental, recreational and residential) and an active traffic pattern through the center (the City of Franklin is the best local example). While the natural ridge north of the floodplain area served as the best location to place retail and restaurants that would be serve to attract people into the site, the Team struggled with the viability and location for office uses. The Team did see a good opportunity for a retirement village as part of the town center. Its residents could enjoy the natural beauty of the site as well as the amenities of the library and lakeside activities and walking trails. The amount of the more commercial uses was determined by market demand rather than permitted densities allowed by zoning. The remaining land was designated residential and separated into four residential types to best penetrate the market without causing over supply issues at one product type or price point.

6 The breakdown of uses reflected in the Team s Land Use Plan is as follows: Civic Area 96,000 square feet Flex Space 45,000 square feet Retail 60,000 square feet Townhomes 52 units Single family lots 36 units (rear alley loaded) Single family lots 24 units (larger alley lots) Single family lots 16 units (cottage lots alley lots) Retirement Community 200 unit facility The Land Use Plan also incorporates the following reserved areas: Lake & Amphitheater 27.2 acres Ferguson Hall site 4.5 acres Great lawn at City Hall 2.1 acres Eastern floodplain 8.9 acres

7 Land Use Plan

8 Financial Model and Assumptions The following detailed financial model ties to the final Land Use Plan (by KVD illustrated on the previous page) and each site corresponds to the use, price and lot sale timeline. Assumptions were also made on the cost side and will need to be confirmed with local contractors once engineered plans are in place and approved by the governmental authorities. Costs: Costs for planning and engineering of the necessary infrastructure were made based on the need for approximately 4,600 linear feet of new primary roadway and 1,550 linear feet of secondary (residential) roadway to open up the property from a marketing and sales perspective. Construction costs assume $500/LF of roadway, plus money for sewer, water and storm water piping. A specific cost line item was listed for landscaping treatments of the approximately 34 acre that includes (i) 27 acres for the pond and amphitheater, (ii) 4.5 acres around Ferguson Hall, and (iii) 2 acres for the great lawn extending from the new City Hall to Ferguson Hall. Please note that the approximate 9 acres or rear floodplain as part of the retirement develop is assumed to be part of the retirement land development and not included in this calculation. Please note that the landscape line item is zero and that the final cost for such site amenities is dependent upon the city s investment appetite. For example an extravagant amphitheater (like one built in Brentwood) would significantly increase that budgeted line item. Financing costs assume a municipal rate of 3% annually. Marketing and administrative costs assume an exclusive owner s representative sales person being paid based on sales as well as money to pay for outside brokers. The final cost assumption is a 7% contingency on all costs, which is conservative based on the preliminary stage of the plans. It is important to note when comparing land values to the area market that there is an economically significant variance between the gross land mass and the amount of land developable. The following chart illustrates this point. 103 acres 60 acres $4,000,000 $38,835/ac $66,667/ac $5,300,000 $51,456/ac $88,333/ac For prospective land development sites that are to be predominately for single family residential the above range of pricing represents a significant premium, even for sites in the Cool Springs area.

9 Income: Land parcel prices are based on market and adjusted for this specific site. The idea was to price the land to sell within eight (8) years of infrastructure commencement. Each parcel is individually priced based on end use (based on the Land Use Plan) and location. The financial model reflects the detailed assumptions for lot, use, price, and sales schedule. Cash Flow: The development s cash flow is calculated based on the income, minus expenses over the estimated period of time necessary to construct the land improvements and the estimated time to sell the parcels. It is assumed that the land development involving planning, design and construction will be in two phases. This strategy will open up the property to both Main Street and Kedron Parkway to generate the greatest activity. The initial phase will make available land parcels for city, civil, retail and mixed uses. The strategy of initially being in position to sell retail as well as a variety of flex space parcels is intended to generate quick activity. Phase two of construction will open up the land on the north side for the four (4) different types of residential offered for people to live in the town center. The phased construction of roadway improvements may be adjusted to ensure flexibility to react to changing market conditions and developer interest. In determining the potential cash flow, consideration was given to the amount of land and resulting building size to be placed on the site to ensure that assumptions did not result in a flood of product in any given year. Both phasing and potential land uses were considered when developing a realistic sales pattern. The resulting recommended price for the raw undeveloped land equates to the range provided in the cover letter (see attached detailed cash flow projections and corresponding assumptions).

10 Cash Flow Calculation Spreadsheet Spring'Hill,'TN "Children's&Home&Site"&Development&Spreadsheet June&28,&2013 ''''''''''''''''''''''''''ESTIMATED'DEVELOPED'LAND'VALUE'= $5,352,685 NPV'@'5% Assumptions Total&Gross&Acres 103.0 &I&Pond,&Amp (27.3) &I&Ferguson&Hall (4.5) &I&Great&Lawn (2.1) &I&Rear&Flood (8.9) 60.3 &Total&Gross&Developable&Acres Land&Value Land&Value VALUE'ASSUMPTIONS: as&%&dev&$ Contribution $/BSF&or&U &Civic&Uses 96,000&RSF $200/BSF 20% $3,840,000 $40.00 &Retail& 60,000&RSF $180/BSF 15% $1,620,000 $27.00 &Flex&Space 45,000&RSF $165/BSF 12% $891,000 $19.80 Home'Price'if Residential Lot'='18% &Townhomes 52&units N/A N/A $1,560,000 $30,000 &&I&I&I&I&I&I&I&I $166,667 &SF&Lots&I&Alley 36&units N/A N/A $1,170,000 &50'&x&120' $32,500 &&I&I&I&I&I&I&I&I $180,556 &SF&Lots&I&Cottage 16&units N/A N/A $560,000 &35'&x&120' $35,000 &&I&I&I&I&I&I&I&I $194,444 &SF&Lots&I&No&Alley 24&units N/A N/A $984,000 &65'&x&135' $41,000 &&I&I&I&I&I&I&I&I $227,778 &Retirement 200&units N/A N/A $3,000,000 $15,000 ''''''''''''Gross'Land'Proceeds'=' $13,625,000 COST'ASSUMPTIONS: 60'acres NOTES'&'ASSUMPTIONS: &Planning&&&Engineering $4,458/acre $268,600 Estimate 268,640 assumed&8%&of&construction&costs &Construction&Costs&+&Landscape $55,734/acre $3,358,000 4,600&LF&Rds& 2,645,000 $500/LF&+&15%&(KVD&LF&measurements) &Finance&Costs $17,409/acre $1,048,900 1,550&LF&Rds 713,000 $400/LF&+&15%&(residential&circular&road) &Marketing&&&Sales $11,308/acre $681,300 Finance 1,048,869 (land&=&$5.5&mm,&fiancing&costs&=&3%) &Project&administration&costs $3,009/acre $181,300 5%&Sales 681,250 assumes&selling&broker &Contingency $6,224/acre $375,000 Dev.&Mgt 181,330 5%&of&Construction&costs '''''''''''''Development'Costs'=' $5,913,100 Landscape 0 Estimate&for&34&ac.&natural&area Contingency 374,976 7%&of&all&costs&(less&sales&&&mgt). '''''''''NET'LAND'PROCEEDS'= $7,711,900 SALES'VELOCITY'ASSUMPTIONS'(Absorption): LOT BSF USE Land&as&$/BSF 0 1 2 3 4 5 6 7 8 INDIVIDUAL'LAND'SALES'PROCEEDS Civic 48,000 City&Hall $40.00 1,920,000 Civic 48,000 Library/Civic $40.00 1,920,000 Retail 12,000 Retail&#1 $27.00 324,000 Retail 12,000 Retail&#2 $27.00 324,000 Retail 12,000 Retail&#3 $27.00 324,000 Retail 12,000 Retail&#4 $27.00 324,000 Retail 12,000 Retail&#5 $27.00 324,000 Flex&Space 9,000 Flex&Space&#1 $19.80 178,200 Flex&Space 9,000 Flex&Space&#2 $19.80 178,200 Flex&Space 9,000 Flex&Space&#3 $19.80 178,200 Flex&Space 9,000 Flex&Space&#4 $19.80 178,200 Flex&Space 9,000 Flex&Space&#5 $19.80 178,200 Townhome 5 Townhome&lots $30,000 150,000 Townhome 5 Townhome&lots $30,000 150,000 ResidentialIAlley 6 Alley&lots $32,500 195,000 ResidentialIAlley 7 Alley&lots $32,500 227,500 ResidentialIAlley 9 Alley&lots $32,500 292,500 ResidentialIAlley 9 Alley&lots $32,500 292,500 ResidentialIAlley 5 Alley&lots $32,500 162,500 ResidentialI&Cottage 4 Cottage&lots 35,000 140,000 ResidentialI&Cottage 4 Cottage&lots 35,000 140,000 ResidentialI&Cottage 4 Cottage&lots 35,000 140,000 ResidentialI&Cottage 4 Cottage&lots 35,000 140,000 ResidentialIStd 7 NonIalley&lots 41,000 287,000 ResidentialIStd 8 NonIalley&lots 41,000 328,000 ResidentialIStd 9 NonIalley&lots 41,000 369,000 Retirement&Comm. 200 Retirement 15,000 3,000,000 TOTAL%ANNUAL%SALES $4,314,000 $712,200 $1,194,200 $1,267,700 $1,513,700 $820,700 $3,512,500 $290,000 DEVELOPMENT'COSTS Phase&I Main&Circle&Road 79% (3,027,426) (1,630,153) Phase&II Residential&Road 21% (816,089) (439,432) NET%ANNUAL%PROCEEDS ($3,027,426) $2,683,847 ($103,889) $754,768 $1,267,700 $1,513,700 $820,700 $3,512,500 $290,000 Fifth&Lane&Real&Estate&Company,&LLC &Information&herein&deemed&accurate,&but&not&gurarnteed.

11 Recommendations and Next Steps The Team commends the city leaders for its foresight and vision to plan for a town center that would not only be an amenity to the citizens of Spring Hill, but one that would reflect the unique history and character of the city. The Team strongly believes the City of Spring Hill ought to actively seek a location for such a planned development. To ensure long- term economic stability the site needs to front a highly travelled roadway that will provide visibility necessary for retail and office tenants. In our opinion, the subject property does not provide that crucial component that will yield long- term stability. Other sites within the city limits along Main Street or along the interstate corridor ought to be investigated.