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2012-11-20 Info Packet
`��•` CITY COUNCIL INFORMATION PACKET CITY OF IOWA CITY www.icgov.org November 20, 2012 IP1 Council Tentative Meeting Schedule NOVEMBER 26 WORK SESSION I132 Work Session Agenda IP3 Memo from Transportation Planner: Presentation of development proposals (Gilbert Street / College Street) `1` r IN City Council Tentative Meeting Schedule November 20, 2012 mL o CITY OF IOWA CITY Subject to change Date Time Meeting Location R!M'u "vii iii iw ti uir d' p ,' a. 'y;;il'i "I'I_ �'���� ��ii ��..,�;, 4dGia'n��ii) ,ar ,. '��u�h������� i� °�4�� ii�i��i Monday, November 26, 2012 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, November 27, 2012 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, November 27, 2012 7:OOPM Special Formal Meeting Emma J. Harvat Hall 'ii'i ¶Ian Il tl -h rIN �'9�I�IPIII�ik It 4A ' i 'i �Ii P'It x, ;��;I y I��E(a 'II I r .I F1 ��C �� I'' �� Tuesday, December 4, 2012 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, December 4, 2012 7:OO13M Regular Formal Meeting Emma J. Harvat Hall Friday, December 7, 2012 1:OO13M Special Formal /Ex. Session /Evaluation Emma J. Harvat Hall Tuesday, December 18, 2012 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, December 18, 2012 7:OO13M Regular Formal Meeting Emma J. Harvat Hall i�-¢ 0 ,i �° `'i'I''i ����� ��� �ai Thursday, January 3, 2013 7:30 AM Work Session - Area Legislators Emma J. Harvat Hall Saturday, January 5, 2013 8:OOA -5:OOP Work Session Meeting - BUDGET Emma J. Harvat Hall Monday, January 7, 2013 1:00- 5:OO13M Work Session Meeting - BUDGET- CIP Emma J. Harvat Hall Tuesday, January 8, 2013 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, January 8, 2013 7:00 PM Special Formal Meeting Emma J. Harvat Hall Tuesday, January 22, 2013 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, January 22, 2013 7:00 PM Special Formal Meeting Emma J. Harvat Hall Monday, January 28, 2013 5:00 PM Work Session Meeting - BUDGET Emma J. Harvat Hall �� �' �E r r��,�u���y� „I� �4 �I,�II Tuesday, February 5, 2013 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, February 5, 2013 7:00 PM Formal Meeting Emma J. Harvat Hall Tuesday, February 19, 2013 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, February 19, 2013 7:00 PM Formal Meeting Emma J. Harvat Hall iii =k,' Tuesday, March 5, 2013 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, March 5, 2013 7:00 PM Formal Meeting Emma J. Harvat Hall Tuesday, March 19, 2013 5:00 PM Work Session Meeting Emma J. Harvat Hall Tuesday, March 19, 2013 7:00 PM Formal Meeting Emma J. Harvat Hall CITY OF IOWA CITY 410 East Washington Street Iowa City. Iowa S2240 -1826 (319) 356 -5000 (3 19) 3S6 -S009 FAX www.lcgov.org City Council Work Session Agenda November 26, 2012 5:00 PM Emma J. Harvat Hall - City Hall 410 E. Washington Street Presentation of development proposals for College Street/Gilbert Street ➢ Sherman Associates — Option # 1 ➢ Chauncey Gardens ➢ The Chauncey ➢ 4 Zero 4 ➢ Ryan / Iceberg 111 LjA All CITY OF IOWA CITY MEMORANDUM Date: November 19, 2012 To: Tom Markus, City Manager From: John Yapp, Transportation Planner irr' Re: Presentation of development proposals at the Nov. 26 City Council work session Background IP3 Im On August 31s`, the City released a Request for Proposals (RFP) for the redevelopment of the northeast corner of College St / Gilbert St. The properties on this corner have been assembled by the City over time, and formerly included an auto repair shop, bus depot, sporting goods store, and other uses. MidAmerican Energy owns a portion of the property proposed for redevelopment which is occupied by an electric substation; this substation is proposed to be relocated in all the development proposals. We received nine proposals in response to the RFP. A review committee consisting of representatives. from the City Council, City Manager's Office, City Attorney's Office, Dept. of Planning and Community Development, and Dept. of Public Works and Engineering recommended five finalist proposals to invite to give presentations to the City Council at its Nov. 26 work session, beginning at 5:00 PM. We held a lottery to determine the order of presentations; the five finalist proposals are in the order they will be presented, and do not represent a ranking: Name (in the Primary Floors First Floor - Office Resident Dwelling Commercial Building order they will be Contact tenant Floors Floors Units G.S.F. Gross presented Nov identified S.F. 26 Sherman George 13 New Pioneer 1 11 132 units 52,624 199,223 Associates Sherman Co -op Option #1 Chauncey Jesse Allen 18 New Pioneer 2 14 78 units 58,972 182,301 Gardens Co -op The Chauncey Steve 20 Movie 3 15 inc. 35 hotel 127,032 283,322 Rohrbach theaters / hotel units / 69 Bowling floors residence alley 4 Zero 4 Jake 8 Bike Library; 2 5 57 units 69,727 138,728 Christensen New Pioneer & Tim Co -op Dwight Ryan / Iceberg Marc 5 New Pioneer 0 4 59 units 24,800 69,100 Gullickson Co -op and Jim Bergman November 20, 2012 Page 2 Presentation of finalist proposals and opportunities for public input We have asked each development team to give a 20- minute presentation to the City Council at the Nov 26 work session, and plan on 15 minutes of discussion with the City Council about their proposal. These presentations will be recorded and replayed on City Channel 4. We have also placed all five proposals on the City website for public review at www.icgov.org /cgproiect, and have designated an email address to which public comments to the City Council may be addressed at cg pro lectinput(aD-iowa -citLr orq. We will schedule verbal public input for the December 4 formal Council meeting, and will also collect input from traditional regular mail. All input will be collected as correspondence -to- Council and forwarded to Council in formal meeting packets over the next several weeks; input received before we set up the email link for this project is attached. Financial Information Each proposal is different in terms of size, scale, number of commercial and /or office floors, and number of residential units. Similarly, each proposal has identified differing degrees of financial participation by the City, and each proposal has different implications in terms of taxable value. We have asked staff from the National Development Council (the City's financial consultant) to review the proposals in terms of financial implications, and provide general reaction appropriate for this stage of the process (attached). Once a preferred concept and developer is selected, analysis and negotiations will begin in earnest on a development agreement including any financial arrangements with the City. At this stage, however, the attached information from the National Development Council provides a first -blush reaction to the financial information in the proposals. Decision - making Following the presentations, collection of public input and responding to any additional requests for information from the City Council, the City Council will be asked to select a preferred development concept/developer. Staff recommends a second - most - preferred and perhaps a third be identified in case a mutually acceptable development agreement cannot be reached with the preferred developer. The criteria Council should use in determining a preferred concept include the criteria outlined in the RFP document, consideration of public comment, consideration of the merits of each proposal, and other factors deemed to be in the best interest of the City. The criteria in the RFP, which are consistent with general downtown goals and City economic development policies, include: • Increasing the taxable valuation of property • Redevelopment of blighted property • Encouragement of desirable projects such as downtown hotels, workforce housing, arts and entertainment venues, downtown grocery, class A office space, and similar uses • Encouragement of projects which result in increasing downtown destination points to continue to draw people downtown • Providing a safe and inviting downtown for residents and visitors • Encouragement of housing opportunities for residents from a variety of age groups and income levels November 20, 2012 Page 3 Following selection of a preferred development concept/development team by the City Council, staff will begin negotiating a development agreement with the preferred developer. At that point, staff will be able to delve into more detail regarding potential financial incentives /need, and present a recommendation to Council after review by the Economic Development Committee per normal process. After selection of a preferred developer, there will be additional stages in the development process to address specific issues or conditions including rezoning of the property (currently the property is zoned P, Public), and sale /conveyance of the property to the preferred development entity. We anticipate these processes will take several months. Recommendation Staff recommends proceeding with the process for City Council to select a preferred development concept/preferred developer for the northeast corner of College St / Gilbert St: • November 15: Issuance of media release identifying the five finalist proposals, placement of the proposals on the City website, and creating an email link for public input • November 26: Presentation of finalist proposals to City Council by development teams • December 4: Agenda item on City Council formal agenda for public comment • December 18: Agenda item on formal agenda for selection of a preferred development concept/developer U MEMORANDUM Date: November 19, 2012 To: Jeff Davison, Director of Planning & Community Development, City of Iowa City From: Raquel Favela, Director, National Development Council Tom Jackson, Director, National Development Council CC: John Yapp, Community Development Coordinator, City of Iowa City RE: Private Developer for the College Street/ Gilbert Street Northeast Corner Site RFP Finalists At your request, NDC has reviewed the materials submitted by the five finalists for the College /Gilbert request for proposals (RFP). Because the responses propose developments that have not matured past the conceptual phase, critical information necessary for a full financial analysis and the underwriting of City gap financing assistance is not fully available at this time. This lack of this information, including detailed and supported construction and soft cost estimates, verified demand and market absorption rates for the proposed units, as- complete fair market valuations, and private debt and equity financing commitments, isn't necessarily unreasonable at this stage of the City's selection process. It does, however, suggest that a sensible apple to apples comparison of each project's merits, with regard to its economic impact and /or need for City tax increment financing or other gap filing support, cannot be completed at this time. Further complicating the comparison: Some of the proposals contemplate for -sale residential condos (in addition to commercial condos for the coop relocation and office space in several), some residential is all rental (even if legally defined as condominiums for property tax assessment purposes), and two proposals, The Chauncey and Chauncey Gardens, have not clearly specified the mix between these two very different options. Selling significant portions of a project as opposed to holding and managing them collectively as a rental development for the foreseeable future provides very different risk and return scenarios. The quality of information provided with regard to operating revenue and expense assumptions varied widely — from fairly complete information in the Ryan /Iceberg, Sherman Associates and 4 Zero 4 proposals to much abbreviated submissions for The Chauncey and Chauncey Gardens. For Chauncey Gardens and The Chauncey, the respondents did not provide enough information for NDC to develop and evaluate an operating pro forma or cash flow statements. College /Gilbert Development RFP November 19, 2012 Page 2 Given these limitations, we can offer the following observations on the three (3) proposals that provided adequate information to support a preliminary underwriting analysis: • 4 Zero 4 — the development team has proposed senior debt that is below the project's projected capacity, but the combination of a relatively high equity investment and TIF support in the amount of $5.5 million keep both cash -on -cash (CoQ returns and the overall internal rate of return (IRR) at levels that support the gap request. • Ryan /Iceberg — the proposed private debt level matches, or slightly exceeds, the project's debt capacity given common underwriting criteria for the Iowa City market. The requested level of TIF support and relatively low equity commitment provide CoC returns and an IRR that exceed market returns for projects requiring City assistance. • Sherman Associates (George Sherman) — has very aggressively sized the private debt commitment and has identified an equity investment that provides modest CoC returns and a reasonable IRR. For their Option #1— they indicate a willingness to pursue New Markets Tax Credits or other options to close a remaining $6.3 million gap. Again, the underwriting for any City assistance to the selected development team is very preliminary at this point and will be continually refined as additional details on costs, revenues and financing sources are pinned down. Toward this end, questions that should posed to each of the development teams during the next phase of interviews should include: • What is the market demand for the unit / tenant mix you've proposed and what level of market analysis did you use? • What lender underwriting criteria were used to determine your construction financing and senior debt assumptions for the project? • How was the amount of TIF subsidized financing that you estimated calculated and what repayment terms do you envision? • What is the Cash on Cash return you seek to achieve and what Internal Rate of Return are you using to determine your equity investment? How do you feel this IRR relates to the risks and benefits of developing properties in the Iowa City market? Please let us know if you would like to discuss any of the points raised in this review prior to our next scheduled visit to Iowa City on November 26, 2012. N > C O — u � N m X m o L H ++ C O p u m �! E L p w Q C w N O L C � O C � N f6 E >y a O > > O L 0 N � L a� E m N to 0 H � C7 O. O O L U O v H L r.+ m O c w � 47 O y CL ._ 0 3 a +� c m � E c d L t bo E c o a, E yCL O > a� a>i -a -o !� m o M o o c ao O c , on m E L � w O. C N M r d E O N Z Q . John Yapp From: Erin Fleck <e.v.fleck @gmail.com> Sent: Saturday, October 06, 2012 8:28 AM To: John Yapp Subject: Corner of Gilbert & College Hello, I am a long time resident of Iowa City. I grew up in Solon and I have been living in Iowa City since 2001. I am 31 years old. I have to tell you that the LEED platinum building is the clear winner for Iowa City. We must start thinking and planning and building for the future and making environmentally stewardship one of our top priorities. The LEED building does that. Iowa City has the potential to be a model oasis of environmental sustainability (walk - ability, bike - ability, amazing organic food, community engagement, etc.). The LEED buliding would define Iowa City in an incredibly positive way. It would make the statement that Iowa City cares for the future. It would be both urban in its scale and create density rather than sprawl AND it would be in harmony with its environment. That harmony includes the building's ability to produce so much of its own energy, the fact that the 8 story height matches the scale of the surrounding buildings, and the way the first floor businesses walk out into the park creating a park -like entry into commercial space. I love that this the building is integrated into our community on so many levels. Also, the aesthetic of the building has enough in common with the other newer buildings of downtown Iowa City that it fits in but it also is different enough that it contrasts to create a more complex overall aesthetic. The drawing I can see reminds me very much of a couple of some new buildings in Portland, Oregon and that is a very good thing. I am not afraid of modern architecture and I believe with preservation of our older buildings to contrast with the more modern buildings we will have a beautiful Iowa City (unfortunately, so many of Iowa City's buildings are architectural throw -aways or worse - -like the building on top of the old Red Avocado site). Finally, the LEED building is a more appropriate scale for our city. The movie theatre proposal building is 20 stories. It dwarfs its surroundings and I think it just does not fit in that location or even any location in Iowa City. At 20 stories, I believe that would be the tallest building near central downtown. I think that will look both goofy and looming, a terrible combination. If the new buildings are going to harmonize with our older buildings in a pleasing way then both need to be visible. There is beauty in the interplay between these different building styles that will be erased if all the new buildings dwarf the old. I love the Jefferson Building. I love the Old Capital. I never want them to be entirely hidden from view by huge new buildings. That would be an incredible loss to our city. We should build on what we have, not obliterate it. I wish we had zoning that harmonizes building heights -like Japan or other larger cities. Now that Iowa City is building up we need to update our building/zoning codes to keep our city in balance. Thank you for taking the time to read this email, Eren John Yapp From: Joy Bayshore Sent: Thursday, November 01, 2012 3:48 PM To: John Yapp Subject: Gilbert St. /College St. In my mind, the plans for Chauncey Gardens and Iceberg Development Group are far and away the most visually pleasing and adaptable to the space where the new building will be sited. The varied articulation breaks up what could be just a glass box and softens the mass of the buildings, making them more in scale with the neighboring buildings instead of the Monster on the Block. Lopping off a floor or two on the Iceberg Project would also bring it down to a more moderate scale and lessen its massiveness. The materials on the buildings offer some variation also, offering something a little different for the area. With some more elevation drawings, the Burns /MDK building may have some merit, but it's impossible to tell from the elevations provided. The other projects are designs that don't fit into the heart of a small, Midwestern town like Iowa City, and would be as disappointing as another of the 'made for students' brick block buildings lining Gilbert St. I am just truly tired of so much uninspired, and sometimes ugly, architecture in this town and would like to see this project become a centerpiece of loveliness for the downtown area instead of another eyesore. Joy Bayshore r I I, I PRIVATE DEVELOPER PROPOSAL FOR THE COLLEGE STREET i GILBEF3 f STREET NORTHEAST CORNER SITE SUBMITTED BY JAKE CHRISTENSEN TIM DWIGHT JUSTIN DOYLE TABLE OF CONTENTS (1) Letter EA 'kqvj ?a4 (2) Primary Contact Information ................... ..............................5 (3) Legal Name and Address ............................ ..............................7 (4) Identification of the Legal Identity ............ ..............................7 (5) Organizational Chart ................................ ..............................8 (6) Development Experience ......................... .............................13 (7) Description of Finances.. ................... ..... ........_........_...........17 (8) Visual Description ..................................... .............................22 (9) Proposed .....................40 (10) Letter of No Litigation (Exhibit B) ......... .............................41 (11) References Enclosed (12) Please Review Page 5 (13) Proposal Submittal Signature Form Enclosed FOUR i ZERO i FOUR 2 LETTER OF INTENT LETTER OF INTENT Jake Christensen 506 3rd Street Suite 200 Des Moines, IA 50309 City of Iowa City Attn. John Yapp and Jeff Davidson 410 East Washington Street Iowa City, Iowa 52240 Dear John and Jeff, EA 'kqvj ?a4 Please accept this letter as formal interest from Christensen Development and partners Tim Dwight and Justin Doyle to develop a minced use building on the site located at the intersection of College Street and Gilbert Street. We have created an entity named 4 Zero 4, LLC that memorializes our collaboration. Respectfully, Jake Christensen President Christensen Development 4 Zero 4, LLC FOUR i ZERO i FOUR 3 LETTER OF INTENT Tim Dwight Integrated Power Corporation 448 Ignacio Blvd. #188 Novato, CA 94949 City of Iowa City Attn. John Yapp and Jeff Davidson 410 East Washington Street Iowa City, Iowa 52240 Dear John and Jeff, EA 'kqvj ?a4 Gilbert and College are two streets in Iowa City that encompass rich heritage. Born in Iowa City, I have witnessed development and transformation throughout the years. Iowa City has become a safe, environmentally conscious, bike friendly community. This community is where I call home and I want to aid in its development and contin- ued growth. Throughout our proposal you will see features that encourage walking, riding bicycles, and renting electric vehicles. Providing the community with these options will encourage a healthier lifestyle. We will incorporate solar power and natural air ventilation systems. Four Zero Four will offset tremendous amounts of energy, clean our air and conserve our resources. These variables lead in the transformation to a more active, robust and healthier community. We are proud to have the opportunity to set the bar for future developments to bring more value to our lives. We have created 4 Zero 4, LLC to memorialize our collaboration. Respectfully, Tim Dwight Business Development Integrated Power Corporation FOUR i ZERO i FOUR 4 2, CONTACT INFORMATION JaKe CHnSTensen Founder Christensen Development 506 3rd Street, Suite 200 Des Moines, Iowa 50309 (515) 689 -3000 jake @christensendevelopment. com Tim DWIGHT Business Development Integrated Power Corporation 448 Ignacio Boulevard, #188 Novato, California 94949 (319) 631 -2006 tim.dwigl-tc@ipowerr-oirp.com JusTin DOYLe Principal MODUS Engineering 1717 Ingersoll Avenue, Suite l 11 Des Moines, Iowa 50309 (515) 251 -7280 jdoyle@modus-eng.com EA'kgrw4 FOUR i ZERO i FOUR 5 FOUR ZERO FOUR PARTNERS JaKe CHnsTensen I , ; Christensen Development was formed and founded by Jake Christensen in 2003 and has success- fully completed over $100,000,000 worth of projects. The focus of the company has been infill projects, redevelopment, historic renovation projects in downtown Des Moines and Omaha. The company and its partners have successfully renovated and developed century old warehouses, high rise historical buildings and neighborhood related commercial and residential projects. Jake was honored as one of Des Moines' Forty Under 40 and was a member of the 2005 Greater Des Moines Leadership Class. Currently, Jake serves as a member of the City of Des Moines Zoning Board of Adjustment, Neighborhood Development Cooperation Board of Directors, Des Moines Playhouse Board of Directors, YMCA -Y Camp Board of Directors, Executive Committee for the Iowa Parks Foundation, an the Board of Directors for Operations Downtown. He also held a 4 -year term on the Urban Design and Review Board for the City of Des Moines. Jakes experience and success is unmatched and a vital attribute in the success of 4 Zero 4 TIMOTHY J, DWIGHT Jr As a long time native of Iowa City, Tun has grown extremely passionate about providing truly sustainable energysources. With a degree in SHLP the collegiate All - American football and track athlete and former NFL standout is currently the President of the Iowa Solar /Small Wind Energy Trade Association. Tim's persistence was the driving force behind his company, Integrated Power Corporation. iPower specializes in photovoltaic integration. With Tims expertise and experi- ence, 4 Zero 4 will become the latest edition to the Iowa City Skyline fully capable of producing as much energy as it consumes. JUSTIn C. ❑OYLe Justin has led the Des Moines office of MODUS since 2006. He is passionate about creating long term client relationships and works with diligence to effectively maintain the design mantra throughout the entire staff. As one of MODUS' Principles, Justin offers a range of experience leading electrical and mechanical engineering teams. Many projects Justin has led have been deeply focused on providing energy efficient and sustainable solutions. FOUR i ZERO i FOUR s 3. LEGAL NAME AND ADDRESS 4. IDENTIFICATION OF LEGAL IDENTITY I LEGAL NAME, ADDRESS a IDENTITY EA ?a 4 LEGAL NAME AND ADDRESS a, IDENTIFICATION OF LEGAL IDENTITY Jane CHrisTensen Founder Christensen Development 506 3rd Street, Suite 200 Des Moines, Iowa 50309 (515) 689 -3000 jake@christensendevelopment.com Tim DWIGHT Business Development Integrated Power Corporation 448 Ignacio Boulevard, #188 Novato, California 94949 (319) 631 -2006 tim.dwight@ipowercc)rp.com JUSTin DOYLe Principal MODUS Engineering 1717 Ingersoll Avenue, Suite 111 Des Moines, Iowa 50309 (515) 251 -7280 jdoyle0a modus- eng.com FOUR I ZERO I FOUR 7 5. ORGANIZATIONAL CHART PROJECT TEAM i ORGANIZATIONAL CHART E,j'!v.A9j4 DEVELOPING CORPORATION JAKE - TIM - JUSTIN I I I I DESIGN TEAM �] SHIVCH f�C-W I n R c-_ Ei i T E �. 1 I N E E R I N 1. I rivuuID � I r�llnnric � � I I i,l Powered by C -WISE �� Mower I '� I I REALTOR ANCHOR TENANT AWf 1N 14 Ew PIONEER' 6 hood co-op I BUILDER BEAL I DERKENNE CONSTRUCTION FOUR I ZERO i FOUR 8 I�PROJECT TEAM I ORGANIZATIONAL CHART El \�• DEVELOPING CORPORATION 4 Zero 4 P&A 506 3rd Street, Suite 200 1 Des Moines, Iowa 50309 1 (515) 689 -3000 • Contact: Jake Christensen h,4 DESIGN TEAM Skive- Hattery, Architecture - Engineering I www.shive- hattery.com SHIVCI- IATTC—RY Architectural Design - Structural Engineering - Civil Engineering = „ 2834 Northgate Drive I Iowa City Iowa, 52245 1 (319) 354 -3040 Contact: Mark Seabold, AIA, LEED AP MODUS I www.modus- eng.com M L.J LJ U 0 118 E. College Street I Iowa City, Iowa, 52240 1 (319) 248 -4600 wA C1 171 1 1 Q Mechanical Engineering - Electrical Engineering Contact: Andy Bean, PE C -1NI$E C -Wise I cwise.com 906 S. 7th Avenue I Iowa City, Iowa, 52240 1 (319) 621 -4168 LEED Consultant - LEED Management Contact: Martha Norbeck, LEEP AP BD +C poweredby Integrated Power Corporation I ipowercorp.com I Power 448 Ignacio Boulevard, #188 Novato, California 94949 (319) 631 -2006 Contact: Tim Dwight BUILDER BEAL I OERRENNE CONSTRUCTION * t Beal Derkenne Construction I www.bdconstruct.com 321 E. Walnut St. Suite 100 1 Des Moines, Iowa, 50309 1 (515) 288 -0345 Contact: Andy Beal FOURIZEROIFOUR 9 I PROJECT TEAM i ORGANIZATIONAL CHART , MANAGEMENT AGENCY d oy I e Doyle Properties PO Box I Waukee, Iowa 50214 I (515) 710 -9495 properties Contact: Ryan Boyle REALTOR 2346 Kr, moo Realtors Iowa www.tkrinfo.com 5 10 2346 Mormon Trek Blvd. � Iowa City, Iowa 52245 1 (319) 351 -8811 Contact: Chris Campbell LEGAL CONSULTATION Stein Moore Egerton Weideman, LLC 5 518 S Clinton Street I Iowa City, Iowa 52245 I (319) 351 -5610 Contact: Leslie Moore FOUR I ZERO I FOUR 10 I� NEW PIONEER FOOD CO -OP , !W New Pioneer FOOD Co -OP New Pioneer is a full service cooperative supermarket owned bythe community since 1971. New Pioneer supports foods pro- duced without synthetic pesticides and fertilizers. Our vision of sustainable agriculture features foods free of chemical residue and air, earth, and groundwater free of agricultural contaminants. We encourage and support organic growers while simultane- ously educating our shoppers and the public about the health and ecological benefits of buying sustainably and locally- produced food. We hold concerns about genetically engineered foods and the future of our food systems, and we emphasize the importance of food safety in all of the products we choose to sell. Vv W%'L. %J W IP Our Mission Statement New Pioneer is a cooperatively owned business, fully serving the needs of the natu- ral products consumer. We emphasize high quality, fair prices, and product informa- tion. We are an environmentally and socially responsible member of the community we serve. New Pioneer's mission is to serve the needs of its members and to stimulate the local agricultural production of natural and organic foods by providing a market for such foods. The Cooperative fully recognizes the value and dignity of work and shall place a high priority on the health, welfare, and happiness of all its employees. The Cooperative shall strive to set a community standard for the best possible working con- ditions, training, wages, benefits, and opportunities for advancement for its employees. Investing in the Community As part of our mission, New Pioneer contributes to many community programs. It's important to our members that we conduct and contribute to fundraisers for local or- ganizations that address human needs. We've helped Hospice, Free Lunch, ICARE, Domestic Violence Intervention Project, Free Medical Clinic, Table to Table, and dozens of other local organizations. FOUR I ZERO I FOUR 11 I ?v4 1111111117- k NEW PIONEER FOOD CO -OP E �� New Pioneer FOOD Co -OP (conT,) New Pioneer Information (from fiscal year 2012) • $24,000,000 in annual sales volume • 25,000 members • 185 employees • Approximately 75% of employees are Full-Time with benefits • Benefits include health insurance, PTO, 401(k), annual bonus, premium pay for holidays worked, parental leave, staff discount Support of Community . $8,000 contributed annually to Crisis Center through the 5 cent bag fee • $43,000 in direct donations and sponsorships of local non - profits • $20,000 donated to Local Foods Connection by New Pioneer members through the dividend donation program (fiscal yr. 2011) • 2 Full Time staff positions focused on community outreach and education • Soilmates gardening education program reached: • 24 area schools • 297 classes • 7,900 students New Pioneer 2 -acre Earth Source community garden • Supported 7 community garden projects Sustainahility • $1,600,000 of product purchased from local farms and producers • Direct supply relationships with dozens of local farms and producers • Composts nearly all food waste: • Diverts from landfill 10,000+ pounds monthly • Practice identified by Iowa DNR as unique among Iowa supermarkets • Nearly all waste cardboard, plastic and metal is recycled • Packaging & Poodservice • 70% of deli products packaged in fully recyclable containers made of 100% recycled content • All hot foods and drinks served in compostable paper usingwater based inks • Hot food containers made of 100% recycled content • Paper grocery bags Forest Stewardship Certified, 100°% recycled content • Bicycle repair stations on site at each store Wp� R food Cc -cp ir FOUR I ZERO I FOUR 12 6, DEVELOPMENT EXPERIENCE DEVELOPMENT EXPERIENCE CHRISTENSEN C D E V E L O P V E N T E,j IO Christensen Development is a real estate development and consulting firm that specializes in historic renovation and urban development. Their experience includes: Historic Renovation Urban Infill Development Historic Tax Credits Enterprise Zone Credits Tax Increment Financing Development /Construction Management Geothermal /Energy Saving Implementation FOURIZEROIFOUR 13 DEVELOPMENT EXPERIENCE ESOO DES MOINES, IA Mixed use urban infill development 79 market rate apartments 12,000 sq. ft. of retail Largest private geothermal project in Iowa Roof deck, rooftop exercise room TIF, Enterprise Zone Credits PROJECT DESCRIPTION The 6 -story mixed use in -fill project sits with - in the Historic East Village district in Des oines. Jake Christensen is the co- developer and co -owner of this 15 million dollar project. The building was the largest private geo -ther- al installation at the time of completion. The street level retail spaces created an opportunity for Zombie Burger to be the catalyst it is. The residences have been 100% occupied since the opening. The project utilized the State Enter- prise Zone Credit, Tax Increment Financing, Federal Energy Tax Credit and tax abatement. CURRENT STATUS L mPLeTeo in Zoos E,j Ift D L_ FOURiZEROiFOUR 14 DEVELOPMENT EXPERIENCE P LIBERTY BUILDING DES MOINES, IA Hyatt Place Hotel - 93 rooms 16 condos 35,000 square feet of retail, office 262 stall parking ramp TIF, EZ Credits `State & Federal Historic Credits PROJECT DESCRIPTION The 12 -story building situated in the core of downtown Des Moines was transformed from an insurance headquarters building into an active mixed use building. Jake Chris- tensen is a co- developer and co -owner of the 32 million dollar project. The street level re- tail houses a health club, and the lobby to the only Hyatt in Iowa. The upper floors house office space, hotel rooms, and high end con- dominiums. The project utilized the State and Federal Historic Tax Credits, the State Enter- prise Zone Credit, Tax Increment Financing, and tax abatement. CURRENT STATUS ComPLeTeD in 2010 EA '!rA4%w4 FOUR i ZERO i FOUR 15 DEVELOPMENT EXPERIENCE HAWKEYE TRANSFER LOFTS DES MOINES, IA 70 market rate apts. 82,000 square feet 55 underground parking stalls Fitness center Rooftop terrace Federal Historic Tax Credit State Historic and Enterprise Zone Credits PROJECT DESCRIPTION The building is an adaptive reuse of a 7 -story arehouse building. Jake Christensen is the co- developer and co -owner of this 13.5 million dol- lar project. The project created 70 market rate housing units to add to the workforce housing options in downtown Des Moines. The project tilized the State and Federal Historic Tax Cred- it, the State Enterprise Zone Credit, Tax Incre- ment Financing, and tax abatement. The build- 9 re is the tallest building south of the downtown co and for years was unused and invisible. The building has been 100% occupied since it opened. www.aptransferlofts.com CURRENT STATUS COmPLereD In 2009 E,j j4 I� k i FOURiZEROiFOUR 16 7, DESCRIPTION OF FINANCES ABOUT FOUR ZERO FOUR 4 Zero 4 SOURCES &USES EA 'kqvj ?a4 Address: 404 Gilbert 4 Apartments: 57 units Average Apartment Size: 985 sf Residential Apartment SF: 56,168 sf Commercial SF: 42,698 sf Total Rentable Building SF: 98,866 sf Total Gross Building SF: 138,728 sf Total Site SF: 24,000 sf Sources Total Comments TIF $5,500,000 New Pioneer Sale $4,850,000 Upper Floor Condo Sales $4,000,000 Construction Loan $7,060,937 Cash Equity $7,630,124 Total Sources $29,041,061 Uses Total Per Unit Per SF Land -City of Iowa City $1,100,000 $19,298 $7.93 Land- Alley- City of Iowa City $200,000 $3,509 $1.44 Land - Mid- American $400,000 $7,018 $2.88 Mid - American Relocation $950,000 $16,667 $6.85 Hard Cost Construction Shell $17,341,000 $304,228 $125.00 Design Fees $1,473,985 $25,859 $10.63 Tenant Improvement Allowance $1,067,450 $25.00 Finishes $684,000 $12,000 $12.18 Legal $25,000 $439 $0.18 Carry Costs $1,300,000 $22,807 $9.37 Development Fee $2,229,879 $39,121 $16.07 Construction Management Fee $334,747 $5,873 $2.41 Marketing $20,000 $351 $0.14 Appraisal $15,000 $263 $0.11 Contingency -8% $1,750,000 $30,702 $12.61 Mortgage Orig. Fees & Closing Costs $150,000 $2,632 $1.08 Total Uses $29,041,061 FOUR i ZERO i FOUR 17 ABOUT FOUR ZERO FOUR E,j'!r.A9j4 Rwl Fsmie Tae fill Bfi. laMAsorman CtmuOmia .4isv3fmm[ - Rcidntizl.iv�nzea- 8127,411 s( Co141,1 wuren[ ury Tat laP iW(IWy I - Jme 30) I,aa.r.aw cmme�dLL -Texm Rwi,MIU1TUn TcW Tee® 2014 2015 3016 2017 NIS Nl1 2020 2021 2033 2023 2024 3 ]H8000 $ 173,760 $ 2`.4,41$ $ 305628 $ 311 ]b $ 317,575 1 1/3]5 S )]0,921 1 33]2-8 $ 333,189 1 351070 S 2,134900 S 2.07698 S 2$21150 S 3,25573 S 1310,9$4 $ 2157.102 S 2404sq S 2,62.329 S 3501376 S 2,85.003 S 2602,431 4 12 3925 8 12,M 25 S 12 928 3 12 25 S 12 43929 S 12° 3 25 1 12263 T� S 12 43925 S 1 3125 3 12^' 5,825 3 13 43825 S 14.666,725 S 14715.183 $ 14764610 S 14915.126 S 14.866.450 $ 14918903 S 14.912A04 $ 13.036.910 1 15.0$1639 S 15.139A15 $ 05973T O.W149917 004149917 6.0409917 0.04149917 0.04149917 0.0410917 OA4149917 6.041 499 17 0.44149917 0.4149917 0.4149917 N11 (2112 20122013 261Y2014 M114•'2015 2015 I6 101N201] 20171'.018 201002019 a19]2cm 202M2021 '_04112022 $ "% S ]0.071 $ 12.313 S 12359 $ 32610 S 13,066 S 13.328 S 13594 S 13,966 S 14143 1 14%99 6 eg M3 3 9172 d 93399 S 9+.950 E 96659 S 98796 1 10o n2 1 102,]e7 S 101,843 S 14.08 S 2M0.4 S 254.04 S 2-54.054 S 14.Q4 S 254.054 1 354.054 S 254.054 S 154,054 3 24,054 3 1 306 ,529 4 35.9608 S 357,639 $ 159,]11 $ 361$26 $ %9979 S 366,178 S 369,4i0 $ 3'.0,703 $ 3T3,041 FOUR i ZERO i FOUR 18 CONSOLIDATED CASH FLOW 4 Zero 4 IOWA City 116n1 Grovnb (ApmeveRQ 100 °e L00°r 1.nn °a 100% 1.OR° /n LIJn °� LPl% 12,2 °, 1.(10°0 01ber ]swine Gmmh(Apemnem) 0.5(4 /o 0.30 °a 0,50% Rem Growlb (COmmermul) 10.W, CAM Reimbureemem GfoMb(Cn.dmdfl 1001114 1 2!001 I 2.0096 106% I W. I '00° 2.00% 1 2.(M% 1 103% 1 2.00% 0lher lucome OrowlL(Cn.mw 4 I I 0.50°/" I 0,50% 0.50% 0;50% 056% I 010% 1 D.50-A 0.50°s 1 0.50% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Ap2d.t Rereoe Yeesl Yem'2 Yem3 Year4 Yem5 Yeer6 Yem4 Ye6 8 Yeer9 Y.10 Ye6a tl Grass Reu $ 712.165 S 712,165 1 $ 719.187 1 $ 726,480 $ 2,13.]45 S 941,082 S 748.493 S 755.978 $ 763.537 S n1.175 S 778,885 01her Income $ 22.680 $ 2.680 I $ 22,793 1 S "907 S 23,022 S 234137 S ]3.253 S .3,369 1 S 23.446 S n,603 $ 23521 GWAS polnll91 Rwnae '$ 734845 I 734,845 $ 242080 $ 749,387 S 256,766 $ 764219 S 771745 $ 779.347 S 787,0,13 S 794,776 S 802,666 Vacancymd C011ecdon Lass 61.00% 1 7.00% 1 7.00 °S 1 7OMI 700% 1 7 W% 1 700 °1e 1 7.00 °a I 7.00° -6 7.00% 7.00% $ (477,649 1 8 (51,439) S (51,946) S (52,45 S (51.974)1 (53,495) S (54,022) S (14,514)1 S (55491 S (15,634) b (56.182) Net Ap4lTOeol Revnue $ 59,196 $ 683,406 S 6901 ?4 S 696,9 ?0 5 703,992 S 7L0,TA S 91].723 $ 724,]93 5 731931 S 739,142 S 746,424 C081me0181 Revnue Dmeltents $ 512,376 S S12.376 S 512,776 $ 512,376 S 512,376 S 563,614 S $63.614 S 563,614 S 563.614 $ 563,514 S 563.614 CAMR�mb... S 594114 S 116,,902 S 175916 S 17.434 S 182-023 $ 186,6,45 S 190.417 $ 194,225 S 198.110 S 2.42,072 S M6.I13 other income $ S S S S $ $ S S S $ Grohs POln11a1 Revnue S 570.490 $ 629,278 $ 688.292 S 691,610 S 695 99 S 750299 S 754,010 $ 757, &39 S 761,723 $ 765,666 $ 769.727 Vscmcruud C.D j.n W, 50.00% 10,00% 10.00% 10.00% 10,00% .10.00° /a 10,00% 10.00°/ 10.00% 10,00% 10.il0" /o S (245,245) S ffi2,92S $ (68,829) S (69, 18LJ S (69540 $ (75,030 $ (75,403) $ (75,754) $ (]6,172 $ (76,569) & (76,993) N�Cooamemlel Reveaoe S 285,245 S 566,350 $ 619,46? S 622,629 S 625,a5'9 S 675,267 S 676,627 S 687,015 S 685,551 S 659,117 S 692,714 TOtp113Ree11ve Grose lunwe $ 542,441 $1,249.756 $ L,309.597 $ 1,119,559 S L,329.651 IS 1.385,991 1 S L,396751 IS 1.406,847 1 $1.417.483 1 $ 1.428,259 S 1.439.178 pxpeese Fsiimstes Reet Eswe Tucs $ $ 304428 $ 355608 I. 357,639 S 359.711 $ 361824 S 363,979 S 366,178 S 365.420 $ 370,708 $ 373,041 IRSwamce S 32,4W S 33,048 S 33,709 S 34,363 S 3%%71 S 35,77] S 36,-087 S 37,217 S 37,961 S 38,720 S 39,494 lI6E¢es $ I WO $ 15300 9 13,603 15,919 S 16.236 $ .6561 $ 16592 $ 10.230 S 17,173 S 17927 $ 18.286 R,piw & wki nmP S S,WO S 8,160 $ 8.323 $ 8489- $ wb $ 8,832 S 9.009 $ 9,189 $ 9.373 S 9560 S 9.751 MmieOng 5 12,000 $ 12,240 S 12,485 S 12,735 S 12990 3 13,2-50 S 13.50 S 13,755 S 14,061 S 14.342 S 14,629 AdmiNs Ve & $ecnnty $ moo $ ;,570 $ ] 441 S 1,714 $ 3,7$$ S 3,M4 S },941 $ 4,020 S 4,100 S 4,192 $ 4,166 Replacemrnt Reserves $ 17,10 $ 19,412 S 17.991 S 1 8,147 S 18,510 $ LS,950 $ 19,258 $ 19643 $ 20,036 $ 20,437 $ 20,846 Mawgemem S 24,410 S 50,239 $ 58532 $ 59,380 $ 59.834 $ 62,370 $ 62,536 $ 63,308 $ 63,782 S 64372 S 64,763 TowlExpe $ 112,410 $ 450,327 S 506,095 $ 510,405 S 514,799 S 521,319 S 521917 5 530,570 $ 535,313 $ 54,146 3 54776 Ne 0p ma glamme $ 4 }0011 799,429 1 $ 003,502 S Mq,l14 $ 814,552 $ 864638 $ 8704_.. $ 176,270 $ 95'-,169 $ 581111 $ 890.102 C,ul Expemes E $ IO,WO S 10,000 S mono S 10,000 13 10,000 I S 10400 1 S 10,000 1 S 10400 I $ L0,000 I S 10,000 CAM Mf $ 419031 $ 789.429 $ 793 02 $ 799,154 $ 394,Wl 1 854.638 S "A94 S 866,278 S 872169 $ 878,111 $ 8&4102 Remsio0 ###6RM#NN S4ks. ESp. S 556,314 Ne Reverelau Valae MWgf%p o llebl Service $ 63.733 $ 01,731 $ 622;685 $ 622,658 $ 622;686 $ 622,6M $ 632,665 S 622,688 $ 622,688 $ 622,658 S 622,686 Del¢ Sernae C.., Rat 0.68 127 1.29 130 1.31 139 1.0 1.41 1.42 1.43 1.44 C4,11 R1me ARer llebl IS (20L,703)j S 157.696 1 $ 170814 1 S L76MO 1 $ 182,164 $ 231,950 IS 237746 1 $ 243.590 S 249.481 $ 255,423 $ 26L.414 "Nate:ESrs$ysarproforma urdades12.o.As oprral7ons ( /income. Fs ➢en+t a.dDe SeMre)as mpJnjealease u ➢!o belrtR January201). Rwl Fsmie Tae fill Bfi. laMAsorman CtmuOmia .4isv3fmm[ - Rcidntizl.iv�nzea- 8127,411 s( Co141,1 wuren[ ury Tat laP iW(IWy I - Jme 30) I,aa.r.aw cmme�dLL -Texm Rwi,MIU1TUn TcW Tee® 2014 2015 3016 2017 NIS Nl1 2020 2021 2033 2023 2024 3 ]H8000 $ 173,760 $ 2`.4,41$ $ 305628 $ 311 ]b $ 317,575 1 1/3]5 S )]0,921 1 33]2-8 $ 333,189 1 351070 S 2,134900 S 2.07698 S 2$21150 S 3,25573 S 1310,9$4 $ 2157.102 S 2404sq S 2,62.329 S 3501376 S 2,85.003 S 2602,431 4 12 3925 8 12,M 25 S 12 928 3 12 25 S 12 43929 S 12° 3 25 1 12263 T� S 12 43925 S 1 3125 3 12^' 5,825 3 13 43825 S 14.666,725 S 14715.183 $ 14764610 S 14915.126 S 14.866.450 $ 14918903 S 14.912A04 $ 13.036.910 1 15.0$1639 S 15.139A15 $ 05973T O.W149917 004149917 6.0409917 0.04149917 0.04149917 0.0410917 OA4149917 6.041 499 17 0.44149917 0.4149917 0.4149917 N11 (2112 20122013 261Y2014 M114•'2015 2015 I6 101N201] 20171'.018 201002019 a19]2cm 202M2021 '_04112022 $ "% S ]0.071 $ 12.313 S 12359 $ 32610 S 13,066 S 13.328 S 13594 S 13,966 S 14143 1 14%99 6 eg M3 3 9172 d 93399 S 9+.950 E 96659 S 98796 1 10o n2 1 102,]e7 S 101,843 S 14.08 S 2M0.4 S 254.04 S 2-54.054 S 14.Q4 S 254.054 1 354.054 S 254.054 S 154,054 3 24,054 3 1 306 ,529 4 35.9608 S 357,639 $ 159,]11 $ 361$26 $ %9979 S 366,178 S 369,4i0 $ 3'.0,703 $ 3T3,041 FOUR i ZERO i FOUR 18 ABOUT FOUR ZERO FOUR PROPOSED APARTMENT RENT ROLL EA �!4 unit N SP Bed IBats Tenant Nante Rem Due Total Due Move In Date Leax Expiration Deposlt$ 401 1048 2 m S 1,100 $ 1.100 40z 1163261 S 1.221 5 1,221 403 1258 2 br S 11321 S 4321 404 1688 2 b, S 1,142 S 4142 405 546 studio $ 601 $ 601 40ti 790 1 b, 5 830 .S 830 407 1057 2 b, S 1.110 S 1,110 408 1075 26, § 1,129 $ 1,129 409 611 studio § 672 $ 672 410 687 2 b, 5 931 .S 931 411 542 ato& S 596 S 596 412 738 1 b, S 775 S 773 413 725 1 bt 5 761 $ 761 501 104826, S 1,100 S [,IN SOz 116326, S 1,221 S 1,221 503 125826, S 1,321 S 1,321 SOS 1058 2 b, § 1,142 § 414$ 505 546 studio § 601 § 601 506 790 1 b, S 830 S 830 507 1057 2 br 5 1.110 5 1,110 508 1075 2 br S 1,129 S 1.129 509 611 studio § 672 § 672 510 748 studio S 823 S 823 511 1146 2br $ 1.203 S 1303 $11 881 2 b S 931 S 931 513 738 1 M $ 775 S 775 514 725 1 br $ 761 S 761 6411 1048 2 br $ 11100 S 4100 64M 1163 2 bl S 1.221 S 4221 603 1.58 2 M $ 1,321 S 1,321 604 1088 2 br S 1.142 S 1,142 605 546 studio S 601 S 601 606 790 11, 5 830 .S 830 607 1057 2 br 5 1.110 S 4110 608 10752br S 1.129 S 1,129 609 611 studio S 672 S 672 610 748 studio S 823 S 823 611 1146 2 br S 1.203 S 1,203 612 887 2 bl S 931 $ 931 613 738 1 N S 175 S 775 614 725 1 b, S 761 $ 761 701 1048 2 br S 1.100 S 11100 701 1163 2b, 5 1,221 5 1,221 703 125826, S 1,32t S 1,321 704 1088 21" § 1,142 $ 1,142 705 546 studxr S 601 S 601 706 790 1 br 5 S30 S 830 707 1057 2 b S 1,110 s 1,110 708 1075 2 6, $ L129 $ 1,129 709 611 swdia S 672 S 672 710 748 studio S 823 S 823 711 1146 2 b, S 1,203 $ 1.,203 712 887 2 M $ 931 $ 931 713 738 1 N S 775 S 775 714 725 1 br S 76L S 761 801 3000 2 br 5 3.150 S 31150 002 30M 2 br 5 3,150 $ 3,150 985 $ 59.347 S 59. }47 p ofUnits Proposed Mo Vacam Unit Vacancy$ Revenue kss Vw Occupawy% studio 12 5 &155 0 $ - $ 8,155 Lw0 1 br 12 S 9.463 0 $ - $ 9,463 IW/. 1 br loft 0 S - 0 $ - $ - W. 2br 33 5 41.729 0 $ - S 41,729 0% 2 br loft 0 5 0$ S 0% TotdReut PoteeffiI 57 $ 59,347 0 $ - S 59.347 100% A®uvll}: S 712,165 FOUR i ZERO i FOUR 19 ABOUT FOUR ZERO FOUR Potential Apartment Income E,j IO Unit Mix Floor Plan Ave SF Units Unit Ma Total SF Ave Rent/Mo RentiSF/Mo Rent/YY studio 618 1 12 1 21.05 % INCOME PROJECTION $ 680 1 $ 1.10 Project Name: 4 Zero 4 Date: 28- Sep -12 Address: Gilbert & College Time: 10:00 AM City /State: Iowa City File: $ 789 $ 1.05 $ 113,551 Economic Gross Potential Income Potential Apartment Income E,j IO Unit Mix Floor Plan Ave SF Units Unit Ma Total SF Ave Rent/Mo RentiSF/Mo Rent/YY studio 618 1 12 1 21.05 % 1 7,4141 $ 680 1 $ 1.10 $ 97,865 1 br 751 12 21.05% 9,012 $ 789 $ 1.05 $ 113,551 1 br loft i - $ - I $ 1.05 $ - 2 br 1204 33 57.89% 39,742 $ 1.265 $ 1.05 $ 500,749 2 br loft I - $ - I $ 1.05 $ - Totals orAverage 985 57 1 Iwo% 56,168 $1.041 1 $1.06 $ 712,165 Other Income (Monthly) $ 22,680 42 Parkin $ $ 22.680 UnitlMo Total Other Income Gross Potential Apartment Income Stabilized Vacancy & Collection Loss Net Apartment Revenue Potential Commercial Income $ '45 $ 22,680 $ $ 22.680 UnitlMo SF /Mo $ 1.074 $ 1.09 1 S 734,845 $ 683,406 Floor Plan Total SF Base ReOUSF CAM/SF Gross RendSF Base liewlYr CAMNr Gross RenUYr Other Income (Monthly) Total Other Income Gross Potential Commercial Income Stabilized Vacancy & Collection Loss ( %) Net Commercial Revenue Total Effective Apartment and Commercial Net Revenues FOUR i ZERO i FOUR PSFMo PSF/Yr $ 1.34 $ 16.12 1 688,292 10.00% $ (68,829) $ 619,463 $ 1,302,869 20 ABOUT FOUR ZERO FOUR 4 Zero 4 Iow elty Rrnl G.wh(Apa4mara) 201" lA0% 1.00% L00% L009a 1510° Otllw innometimxih(Apanmem) 1w21 SOII 0.50°6 0.50% 0.50 °m Odtl% O.SOW { 14J359 2014 2015 2016 2017 2018 2019 2020 Aprlmn2 Rn Ym,I Y.,2 YIa23 Yol4 Ycac5 Ymr6 Y., Gmss Rcnn 1 712.165 S 112,165 5 1192 8] S 126,480 S 131 141 1 241,082 $ 748, Glha lucwnn $ 22,680 $ 22b80 S ?2,19? S 22,907 S 23,422 S 2.M $ 23] Grnu POlel11W R<vglr $ i34,8e5 $ ➢34,865 f ]42'5, $ 749.35] $ ]56,766 126•I'219 ni,l Vzs-mlcvad Callcctinalms 65:004 7 Q - 7Q0 7,W 2,00% 7.00°,4' 7.0091 T Ne 9mN UuyI me 301 $ (477,649) S (51.439) S (51,9161 $ (52,4571 S (92.914) $ (53.495) 8 (54.( N[I ApnNlroa Reveor I E 257196 1 $ 6834'J6 1 f 6 ,134 1 $ 696,930 1 $ 7623792 1 E ]10]24 E 712' ToMl ERaelb'e Gros home 1 $ 3]196 1 $ 683496 690,114-1 $ 696930 1 $ 7W,792 1 $ 7lq724 1 7171 E,me Est .. 9Aw 9 9,7W t Y986 i 10,186 1'.o,4en4y1 -TVa S 29 y0$4 S Real &.. TLL S 214U54 $ 258.191 $ 262 10 $ 262.672 $ 262]4$ T 262922 $ 263 hcunn¢ 211601 $ 22,875 $ 23334 $ 25.800 $ 24276 $ 24161 $ 25: I3u89es 6 269,019 $ 10,591 $ 10.803 $. "A 19 $ 11.239 $ IIA64 $ ill RI,Wi MnM¢quntt f 5648 $ 5761 5 5976 $ 5 94 $ 6,1]4 $ 6,: h k6in9 Mai $ 12,240 $ 12,465 S 12,735 S 12,990 $ 13,250 $ 13,: AGmiuisnmive &Se ty $ 2,4]1 i 2,520 $ 257t 622 S 17,442 $ 1],]91 $ IS t4] S 18,510 $ 18880 $ 195 $ 30.753 S 31,056 $ 31,362 $ 31,670 $ 31,983 $ 32.; TlW Fxp¢�ce $ 360,212 f 36fi.16o E 36908] 4 3]o,0ag 5 3rz,049 $ 1]A( NO 0,.Wg U.W $ 1]5751 1 $ 323,194 $ 323,974 $ 328$43 $ 3337"4 1 $ 338675 $ 343) Cwpila$Eapom $ is 6922 I $ E.922 I $ 0322 is 6,922 1 $ 6.922 I $ 65 Cash Fbw $ 115,731 S J16,272 $ 317,052 $ 321 t S 326,921 $ 331,731 1 S 3364 Resmaion Sala ESprnlc NH Rn'enbn Valr MiB"M $ 437,297 $ 437.297 $ 431,036 $ 01A36 $ 43!036 $ 43IP36 S 01 �bl Sari Cg,.,R a I 0.4 0.7" 1 0]5 1 0.76 I O.T 1 0.79 1 0.90 C,AH.xAnC 1 $ C261,547 $ (121P2111 f (113,98411 $ ID911s f IW]19 E C99 2UJJ E 94' "Note Pirl1 ywryrolwrma inAades f2 mnrhl oyanidorca (t mme, Exprwx, and]h61 SeMre) ao nryro!<+o leirc lm re &Inx Ja E,j Im 2022 2021 2024 2025 2026 Real HTafe iv cesS E4lmm 201" 1.11 zo-16 20o ame ml$ aom 1w21 SOII 2. N25 21N.5 1. IpN Aszan,cm { 14J359 i 201,375 S 7V,413 t 211561 k ^_IS. ?9E S RpICB s L4j10 6 a 9.001 $ nlfSl S 238257 S M.W S .71. S 625 =Tt5 Reti4enwel n...zmM t 12661,4x9 6 1az41sz5 S Izz43s9s t 6 1141FZ5 S lde(18s 6 Iz2a 8" 6 lzx Ae S I22aRS 6 lazvazs 6 LL.541sz5 S uws=S 6 11 rs6,9m TefJ AsspemeM S 162,4,4.181 162,4{].171 f 162,451338 M121.129 162.659.61'! 162,463933 S 12.K8J15 121]62.9 }6 S IRa]9AC6 1R.4].OT S IL8868@ 11.891.]05 18,119 p1 ue oLY16Y1'! 0941 17 aNla ll oMi619 DM1�17 o..1l 17 0.01149917 O.RH�17 wWlt J owl E l7 0.041�17 O.NlG 17 oLY14 l7 T Ne 9mN UuyI me 301 201ID12 1.1..0 zo13 14 m1AM1s xm SI�16 201991] zo19201a 2m R2m9 zo19¢IYSO 2% 21 zMl.=1 2o}Zm1t 1oz 1a IBw !� , B ki" Y $356 S 8}* 9 8,6,41 S 9a6� 0 9,0tl S 9$26 S Y,mo 0 9Aw 9 9,7W t Y986 i 10,186 1'.o,4en4y1 -TVa S 29 y0$4 S 25{,054 S 214U54 S 254054 S 2540$4 5 254054 S P L54 $ 6254 54 S 2$ 0$4 S )5",054 S 211665 5 211601 Td T.. - 158,191 }6}.410 26 }3T 26$.748 }b},9}R 6 269,019 }59.:80 S 2fif994 S ffiJ,558 M2b45 11091 SL490 FOUR i ZERO i FOUR 21 8. VISUAL DESCRIPTION I�ABOUT FOUR ZERO FOUR , ABOUT 4 Zero 4 Iowa City's . downtown area has been evolving rapidly over the past decade. 4 Zeros 4's proposed development project located at 404 E. College Street will continue that evolution and showcase an example of building amore sustainable community. Targeting LEED Platinum Certification by incorporating cutting edge architecture and state of the art engineering, 4 Zero 4 will provide a sustainable living and working mixed -use project by establishing Net Zero living writs and energy efficient retail and commercial office space. Utilizing over 1,300 photovoltaic panels, the project not only creates one of the largest building mounted renewable systems in the Midwest but creates an identifiable icon for sustainability in Iowa City. 4 Zero 4 will activate the corner of College and Gilbert Streets by providing a modernized and energy efficient location for the New Pioneer Co -op, by providing 42,000 square feet of Class ' °A commercial office space, and by providing both residential condominiums and apartments that comply with Work Force housing requirements. The building will be designed to encourage an active lifestyle by providing free retail space for the Iowa City Bike Library with bicycle parking and repair areas on site, by creating open stairwells with dramatic views of Iowa City, and by utilizing the alley north of the site to provide a park plaza for the benefit of building occupants and the general public. 4 Zero 4 believes this project will lead by example and create a new standard for development in Iowa City. FOUR i ZERO i FOUR 22 VISUAL DESCRIPTION E,j Im I i 0 __y_ � � �'m ■— 3 ne � �rCLL EPa- 9�y ` . ' i Yt., T GG i�� ' III ✓� h A � e VIEW FROM CORNER OF COLLEGE AND GILBERT STREETS FOURIZEROIFOUR 23 VISUAL DESCRIPTION EA,!v,jo4w 4 DOWNTOWN MAP SHOWING RELATIONSHIPS FOUR I ZERO i FOUR 24 VISUAL DESCRIPTION EA'!v4 is r r .r { F f t Gh cep ��� Swa ark ' Chauncey, ` ( Swan Parking Ramp North Alley City of Iowa_ r Site define in RFP a 4 ' _ m E P. l Site Area Calculation City of Iowa City Site - 16,500SF Mid American Property - 7,500SF North Alley - 3,200SF Total area included in proposal - 27,200SF FOUR i ZERO I FOUR 26 VISUAL DESCRIPTION r e ++ E, A I� !r4 j4 Or rr,, sm i dr low J College Street —ANk. Rm t Proposed Site ammenities Park buffer to provide public space on North Side and provide access to Park Circulation Between building and Parking garage to access Park Bicycle Parking and Benches on South Side -Active College Street traffic FOUR I ZERO i FOUR 26 .. -w± i dr low J College Street —ANk. Rm t Proposed Site ammenities Park buffer to provide public space on North Side and provide access to Park Circulation Between building and Parking garage to access Park Bicycle Parking and Benches on South Side -Active College Street traffic FOUR I ZERO i FOUR 26 VISUAL DESCRIPTION Ao- -- o -- - w Ch au nce Swan Park 1 C [C] Iowa City Bike Library EA j4 Parking level - 24.000sf 43 parking spaces Electric "zipcal" availability Bike Library - 1,400sf Entry lobbies - New Pioneer Co-op compressor room Mechanical space Trash and Recycling compactors Parking Ramp connection -Washington Street Level I:on FOUR i ZERO i FOUR 27 VISUAL DESCRIPTION EA �!4 Short Term Parking Retail level - 19,608sf New Pioneer Co-op - 16,415sf New Pioneer Co-op Loading Dock - 1,959sf Entry lobbies Bicycle parking Exterior dining Park plaza dining Parking Ramp connection - College Street Level Jew Pioneer Co-op narking in garage on ;allege Street level 4 College Street FOUR I ZERO I FOUR 28 VISUAL DESCRIPTION EA �!4 Mezzanine level - 3.160sf New Pioneer Co-op Teaching Kitchen New Pioneer Co -op offices Access main elevator lobby and stair Mechanical space Additional internal exit stair required r- College Street FOUR I ZERO I FOUR 29 VISUAL DESCRIPTION a EA�!4 J l I un !T llil l I I I I t EP 1 4- — Commercial Office level - 22.500sf Tenant space - 21,349sf Interior light well Entry lobbies Parking Ramp connection - top level 0 College Street FOUR I ZERO I FOUR 30 VISUAL DESCRIPTION Y Commercial Office level - 22.500sf Tenant space - 21,349sf Interior light well Entry lobbies I EA 9ja College Street FOUR I ZERO I FOUR 31 VISUAL DESCRIPTION EA 'Plvw 4 College Street ' Residential level - 16.030sf Residential units - 11,561sf 7 - 2BR apartments 3 - 1 BR apartments 3 - Efficiency apartments Interior light well Mechanical Entry lobbies FOUR I ZERO I FOUR 32 VISUAL DESCRIPTION EA 'Plvw 4 College Street ' Residential level - 16.030sf Residential units - 12,880sf 8 - 2BR apartments 3 - 1 BR apartments 3 - Efficiency apartments Mechanical Entry lobbies FOUR I ZERO I FOUR 33 VISUAL DESCRIPTION Y UT V � I � I I I I Residential level - 6.100SF Residential units - 4,080SF 2 - 3BR apartments Solar array Rooftop Gardens/ Rooftop Plaza Mechanical Entry lobbies C�4 College Street FOUR I ZFRO I FOUR 34 0sf or 1 Y D D F! Residential level - 6.100SF Residential units - 4,080SF 2 - 3BR apartments Solar array Rooftop Gardens/ Rooftop Plaza Mechanical Entry lobbies C�4 College Street FOUR I ZFRO I FOUR 34 VISUAL DESCRIPTION E,j Im VIEW FROM CITY HALL DURING FARMERS MARKET SATURDAY VIEW FROM TOWER PLACE AND PARKING RAMP FOURIZEROIFOUR 35 VISUAL DESCRIPTION E,j IO VIEW FROM UPPER LEVEL OF CHAUNCEY SWAN RAMP DURING FARMERS MARKET SATURDAY FOURiZEROiFOUR 36 VISUAL DESCRIPTION E,j IO FOURiZEROiFOUR 37 VISUAL DESCRIPTION E,j IO FOURiZEROiFOUR CaI I FOUR ZERO FOUR IN REVIEW , RIM EW7- WHY 4 Zero 4? SusTanaBIUTY • Project is targeting U.S. Green Building Council LEED Platinum Certification. • The project will include both active and passive sustainable systems. • Solar panels will provide renewable energy for the building. The project will utilize 1300 photovoltaic panels, creating one of the largest building- mounted renewable energy systems in the Midwest. The panels also reduce the solar heat and glare radiated from typical construction. • Building will utilize quality construction and quality materials including a concrete and steel structure with energy efficient shell and building systems. The building incorporates roof plazas with rooftop gardening and gathering areas. Under building parking is provided for residential units including electric "Zip Car" spaces for residents without vehicles. • An internal light well provides natural light deep into the commercial office spaces and New Pioneer Co -op ground floor space. CommunlTv A combination of condominiums and apartments is envisioned for the upper stories. • Apartments sized to work force housing criteria will be provided to bring families and young couples downtown to live. • Residential units will be provided with energy monitors to live a "Net Zero" lifestyle by balancing energy usage. Short term diagonal parking will be provided along College Street. • Bike parking and repair plazas are located on the park side as well as at the College Street building entry. • 4 Zero 4 will donate space to the Iowa City Bike Library as a park side tenant with exterior bike plaza. • Open stairs encourage activity and exercise for building users and residents. OTHer Pro.lecT BenefTs 42,000 SF of Class "A' Commercial Office Space is provided on Levels 2 and 3 connected to the upper level of the Chauncey Swan Ramp. • A Letter of Intent is in place for New Pioneer Co -op to be 4 Zero 4's ground floor anchor tenant with direct access to the Chauncey Swan Ramp, Chauncey Swan Park, and the corner of College and Gilbert Streets. • The project will maximize the use of land by acquiring the Mid - American Energy site and by requesting the vacation of the adjacent North Alley for development. A letter of intent is in place for the purchase of the Mid- American property to allow this team fast acquisition and removal of the on site equipment. The North Alley will be used as a stepped public plaza for residents, office workers, Co -op consumers, Farmers Market pa- trons and the general public to activate Chauncey Swan Park. FOUR I ZERO I FOUR 39 9, PROPOSED PLAN PROPOSED PLAN N r O N r O N r O IN E,j Im FOURiZEROiFOUR 40 10 . LETTER OF NO LITIGATION LETTER OF NO LITIGATION To Whom It May Concern: EA'kgrw4 This letter is to serve as written record that the partners of 4 Zero 4, an Iowa Corporation (Jake Christensen, Timothy Dwight, and Justin Doyle) attest to having no litigation proceeding, no outstanding judgments, and are not part of any known pending investigations. Furthermore, the partners have been neither convicted nor indicted of any crime. Signed, Jake Christensen Timothy Dwight Justin Doyle FOUR I ZERO I FOUR 41 11 , REFERENCES Bankers iust It's oar name ... and oar promise. September 26, 2012 Re: Christensen Development.l,LLC. To Whom It May Concern, TonD w. wtsaMnN VICE PRLSID=A SEN[ORLENDING OFFICER C() 9 RCIAL BANKING SERVICES PHONE -315 -245 -2468 Fox- 515 - 245.5216 MODR.E— 515- 314 -4752 EMAIL— iwishma rDhankcrshust. coin The purpose of this letter is to confirm Jake Christensen and Christensen Development 1, L.L.C. have been a customer of Bankers Trust for more than six (6) years and have handled all obligations as agreed. Mr. Christensen has extensive experience in the real estate development arena and has worked on a wide variety of real estate projects. Based on our long history and knowledge of Jake Christensen and Christensen Development 1, L.L.C., we are confident that should Christensen Development choose to accept this endeavor that they can perform. I would not hesitate to refer Mr. Christensen to you. Should you have any question please do not hesitate to call me (515) 245 -2468 Sincerely, 1 Todd W. Wishman Vice President and Senior Lending Officer Commercial Banking Services 453 7th Street • P.O. Box 897 • Des Moines, Iowa 50304 -0897 • 800 -362 -1688 • www.bankerstrust.com Iowa City Area Development Group Extraordinary opportunities in unexpected places. September 26, 2012 City of Iowa City Attention: Tom Markus 410 E. Washington St. Iowa City, IA 52240 It is with great honor that we submit this letter of support for 4Zero4's application to develop a unique and energy efficient structure on the corner or Gilbert and College St. We have had the opportunity to share visions with Tim Dwight on the types of interstate commerce companies ICAD is looking to bring to downtown and the innovative spaces they require. He shares our passion for advancing the creative culture of the area through providing the types of office spaces that will attract and advance technical firms. With 4Zero4's commitment to green building and energy efficiency, we see this project as being a model for future development in the area on how to merge attractive architecture with low carbon footprints. In closing, we are very excited that Tim has brought his passions for alternative energy and community building back to the Iowa City Area. ICAD looks forward to working with him as he brings his vision to fruition and helps us grow our creative economy. Sincerely, Mark Nolte Interim President Iowa City Area Development Group mnolte@iowacityarea.com 325 E. Washington Street, Suite 101 Iowa City, IA 52240 319.354.3939 IowaCityAreaD eve IopmenI com 'ISR ARk September 11, 2012 TimDwight Christensen Development 506 3rd Street Suite 200 Des Moines, IA 50309 DearTun: lowA Chy Bicyck Library A PRojFcr of ENVIRONwwAI AdvocA ifs, tNc_ P.O. Box 1837,1owA Ciry,14 52244.1831 www.bikehhamy.oaq On behaIfo the Iowa City B rke Library and our volunteers and leaders, I am excited to offer this letter of support for your proposal to develop the College St f Gilbert St Northeast Corner Site. We are particularly enthusiastic about the opportunity that you are offering the Bike Library to return to the area that we have called home for the past eight years. We recognize that our location is a key component in our success and ability to serve the public. Beyond the inclusion of the Iowa City Bike Library, your proposal demonstrates a powerful commit- ment to a livable and sustainable Iowa City. Your use of solar power along with the goal of creating a net zero energy building perhaps the most energy efficient building in the country is most commendable. Furthermore, we also would like to express our deep gratitude for allowing us to use space in your building at 700 South Dubuque Street. In light of recent discussions, news stories and social media buzz surrounding the redevelopment of the College St /Gilbert St. site (and the imminentdenrise of our current location) we have received an outpouring of support and concern from the corranunity regarding our short and long -term future. Thanks to your generosity, we have been able to keep our supporters at ease. Thank you for your help and thank you in advance for your support in the new building. We look forward to a long and mutually beneficial and sustainable future together. We wish you the best of luck with your proposal. Sincerely, Brian Loring Iowa City Bike Library f --IT r OF DES MOINES OFFICE OF THE CITY MANAGER September 26, 2012 To Whom It May Concern: Christensen Development has been an active real estate development company in downtown Des Moines. The projects that Christensen Development has been co- developer of include; 1. 12 story Historic Liberty Building Hyatt Place Hotel 2. e300 mixed use in -fill retail and residential 6 story 3. AP Transfer Lofts 70 unit historic adaptive re -use The City of Des Moines has participated with the developer in the form of Tax Increment Financing agreements on each of the properties; many involving creative development and financing solutions from both sides. Christensen Development is in good standing with the City of Des Moines and we look forward to working with them again in the future. Feel free contact me at (515) 283 -4055 or maandersonPdmvnv.org with any questions. Sincerely, Matthew A. Anderson Assistant City Manager Ofta of the Oty M ... 9e • 7 515.243.4141 CRY HvR • A[CI Robert D, Rs,!iive • GC h':anCS IA SLV'A • ,dngov,wp Letter of Intent for Mixed Use Project This Letter of Intent pertaining to a mixed use development Project is entered into on , 2012 by and between 4 Zero 4, LLC( "Developer ") and New Pioneer's Cooperative Society ( "New Pioneer'). Recitals A. New Pioneer is a cooperative association formed under the laws of the state of Iowa presently operating grocery stores in Iowa City and Coralville, Iowa. New Pioneer is interested in expanding and relocating its Iowa City retail business operations to an alternate facility that better serves New Pioneer, its members and the community. New Pioneer is aware of the City of Iowa City's interest in seeking requests for proposals for a project to be built at the northeast quadrant of the intersection of College and Gilbert Streets in downtown Iowa City ( "Site "). Subject to the requisite approvals of its membership and Board of Directors, New Pioneer is interested in pursuing the Site as a possible location for its relocated business activities. B. Developer is a developer of real estate projects and has indicated an interest in developing a multi -use commercial/residential project on the Site (the "Project "). Once the City of Iowa City ( "City ") completes and publishes its Request for Proposals ( "RFP "), Developer is contemplating submitting a proposal for the acquisition of the Site for development of the Project. C. New Pioneer is interested in being a part of the Developer's Project, and the Developer desires having New Pioneer be an occupant of the Project, believing New Pioneer's participation enhances the feasibility of the Project. D. The parties wish to enter into a non - binding letter of intent to express the basic parameters for their continuing discussions and negotiations for New Pioneer to be included as a proposed occupant of the Project in connection with the Developer's proposal to be submitted to the City, and ultimately for the parties to enter into a contract for New Pioneer's acquisition, Construction, fixturing, occupation, use and operation of a portion of the Developer's Project. Expression of Intentions 1. Participants. Developer intends to submit a timely Project proposal to the City in response to the City's anticipated RFP. Developer further intends on being the principal developer and owner of the Project, most likely through one or more development entities that Developer may form. The parties recognize that a Project of this size may require additional investors and financing through one or more sources. Additionally, the parties recognize that this Project will require the involvement of multiple professional consultants and participants such as architects, engineers and other design consultants; accountants and lawyers; financial institutions; a contractor; and various potential investors. Developer agrees to keep New Pioneer advised of the key participants to be involved in the design, construction and financing of the Project, as well as principal investors therein. 2. The Project. As presently conceptualized, the Project will involve one level of underground parking; retail on the first floor (New Pioneer) level; two to four floors of office commercial; and three to six floors of residential. It is anticipated that the building will be appropriately separated into condominiums to allow the entire first floor, including mezzanine if required, to be a separate unit to be acquired by New Pioneer, with other spaces in the building to be condominiumized as the Developer may deem appropriate for either sale or leasing. The Project will be built on three parcels now owned by the City as well as an additional parcel presently owned by MidAmerican Energy Company. The land is described as follows: Lots Five and Six, Block 43, of the Original Town of Iowa City, Iowa. The, property excludes the alleyway along its north boundary, and the property is immediately adjacent to a City parking facility along its east property line. 3. Project Contingencies. The parties acknowledge that the following are among various matters that constitute contingencies that must be satisfied for the Project to proceed: a. The City's proceeding with its request for proposals for the development, anticipated to come out August 27t ", 2012. b. The Developer submitting a proposal that is accepted by the City, such proposal to likely contain elements for the City's financial support, such as reduced land cost, TIF financing and /or other City participation. c. Acquisition of the City's portion of the site under terms and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. d. Acquisition of MidAmerican's portion of the site under terms and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. e. Rezoning of the parcel as may be required for the anticipated uses (grocery /retail; office; and multi - family residential) within the Project. f. City site plan and building permit approval of the Project under terms and conditions acceptable to the Developer and New Pioneer. In addition to the foregoing general threshold contingencies, the Developer will also have usual and customary Project feasibility considerations before its final decision to proceed with the Project, including requirements and conditions that may be imposed by the Project's investors and lenders. As such, the Project will be conditioned upon feasibility based on Project costs as well as final financing arrangements, all to be acceptable to Developer. 4. Purchase Agreement. The Developer and New Pioneer anticipate continuing their discussions and negotiations in working towards a mutually acceptable purchase agreement and related documents ( "Purchase Agreement ") containing final terms and conditions for New Pioneer's purchase of a condominium unit on the ground floor of the Project, built out to a level of finish defined in the Purchase Agreement. The Purchase Agreement will provide substantially more details than presently contained in this Letter of Intent with regard to time frame, costs and contract contingencies. This Letter of Intent expresses the parties' current intentions in general terms for the purpose of providing a base for continuing discussions, negotiations, refinement of Project details, and each party's more specific requirements. K Prior to entering into the Purchase Agreement it is anticipated that Developer will have waived most if not all general and financial feasibility contingencies for proceeding with the Project, and shall also be able to demonstrate such financial capacity as will be necessary to fully perform the Project, whether through performance bonds, bank letters of credit or through other means satisfactory to New Pioneer. 5. New Pioneer's Conditions and Contingencies. In order for New Pioneer to proceed with any commitment to participate in the Project, it will have certain requirements including, but not necessarily limited to, those in the following categories. Only preliminary specifications of these conditions and contingencies are set forth below, which are expected to be refined and modified as the parties get closer to implementing a Purchase Agreement: A. Approvals. New Pioneer's proceeding with this Project requires membership and Board approvals. New Pioneer has obtained membership approval for entering into a purchase agreement. Additional Board approval will need to be obtained at various phases of the Project including, but not limited to, approval of the Purchase Agreement and satisfaction and/or waiver of contingencies that may be reserved in the Purchase Agreement. B. Plans and Specifications. Final plans and specifications for the configuration, construction and shell build -out of New Pioneer's space within the Project will need to be incorporated into the Purchase Agreement likely as an exhibit describing the intended condition of the property at the time of closing and transfer of possession. Developer, through its contractors, will construct the building and fit out the New Pioneer space to "Shell" condition according to such plans and specifications as may be modified fi•om time to time by agreement of the parties and/or through a change order process. Subject to final plans and specifications, the currently anticipated general features of the build -out of New Pioneer's space within the Project to "Shell" condition, is as follows: Shell Description It is expected that the New Pioneer condominium unit will be 100% complete on the exterior of the building less signage, and that the interior of the shell includes the following: 18 foot clear height to the underside of the structure Concrete Floor that is hard steel troweled Exposed concrete columns, beams, and ceiling structure- unpainted Provisions under -floor including rough -ins for refrigeration Provisions for sanitary connections The interior side of the exterior walls will include insulation and vapor barrier only, ready for sheetrock Rough -in provisions for a kitchen hood Electrical service capacity for 1,200 AMPS Mechanical, Plumbing, Electrical, and Fire Protection Systems and IT infrastructure will be installed by New Pioneer in such a way that they are independently metered systems 3 The entire build -out of the New Pioneer space in the Project from "Shell" to finished condition will be completed by New Pioneer and/or its contractors. C. Condominium Purchase Price. The final purchase price for the New Pioneer condominium unit shall be subject to New Pioneer's and Developer's agreement. It is anticipated that the purchase price will be determined based on the "Developer's Cost" for the New Pioneer condominium unit built -out to "Shell" condition. The specific mechanism and/or formula for determining the Developer's Cost will be subject to the agreement of Developer and New Pioneer and specified in the Purchase Agreement. The Developer's Cost will be based on design/build pricing and bidding, including a contractor's percentage acceptable to Developer and New Pioneer. The possibility of a Developer's profit or fee is to be negotiated, with any such amounts that might be included in the Developer's Cost to be subject to New Pioneer's approval. The method of determining and verifying labor and material costs, and allocating those to New Pioneer's condominium unit, will also be subject to New Pioneer's approval. New Pioneer anticipates that Developer will allocate to the purchase price an equitable portion of the Developer's Project costs for land acquisition, construction financing, construction period insurance, construction period property tax, design, and construction, plus the Developer's design and construction costs and fees of building out the New Pioneer condominium unit "Shell" to the approved plans and specifications, but exclude from the purchase price any marketing expense and sales commissions, and also exclude any Developer's profit or fees except those subject to approval from New Pioneer. It is anticipated New Pioneer's purchase price will include an equitable portion of the costs of the common elements of the building that benefit or serve the New Pioneer unit, but will exclude any costs for common elements that provide no benefit or are not used by the New Pioneer unit. All such costs shall be established in a manner that is acceptable to New Pioneer, shall be within a maximum cost that will be specified in the Purchase Agreement, and will be subject to reasonable verification by New Pioneer (or its agent Loeffler Construction & Consulting). Payment by New Pioneer for its completed condominium "Shell" unit shall be at the time of closing and transfer of possession, with earnest money to be negotiated and specified in the Purchase Agreement. New Pioneer and Developer each acknowledge that it is difficult to accurately estimate the total Project cost and the cost of the New Pioneer space completed to "Shell" condition at the time of responding to the City's RFP. Nevertheless, given information available as of the date of the execution of this Letter of Intent, New Pioneer and Developer acknowledge that $120 per square foot of useable space is a good faith estimate of the "hard construction cost' for the "Shell ", with the actual "Developer's Cost" to be subsequently specified in the Purchase Agreement or otherwise by written agreement of New Pioneer and Developer. The "hard construction cost" excludes "soft costs ", such as land costs and architect fees. These additional costs, when known with accuracy, shall be equitably allocated between New Pioneer and the Developer, in a manner that is subsequently agreed to in writing by both parties. D. Financing Contingency. New Pioneer's purchase is subject to receiving a commitment for financing its condominium unit upon such terms and conditions as may be acceptable to New Pioneer in its sole determination. This financing contingency will either be waived before entering into the Purchase Agreement or reserved in the Purchase Agreement with 4 a requirement for satisfaction or waiver before Developer commences New Pioneer's specific "Shell" build -out. E. Public Support. To the extent that the Developer is able to obtain TIF financing and/or other benefits through the City as an incentive to proceed with the Project, New Pioneer anticipates receiving an equitable allocation of such benefit to reduce the costs of the New Pioneer portion of the Project, because the city is very interested in the development having a occupant such as New Pioneer in the project. F. Design and Construction. The general design and configuration of the Project will need to be compatible with New Pioneer's intended use of the first floor, and otherwise acceptable by New Pioneer in its determination. Such consideration will include, but not necessarily be limited to, the following: i. Locations of entrances and exits ii. Arrangements for deliveries, loading zones and trash storage iii. Specified Utilities, electrical service, gas service, Mechanical and Plumbing iv. Exterior and interior design and materials V. HVAC systems with separate operation from remainder of building vi. Underfloor Refrigeration Rough -in vii. Electrical Service separate fi•om remainder of building viii. Separate gas, water, electricity and other meters ix. LEED design and implementation X. Elevator service for both first floor and mezzanine xi. Trash, composting and recycling facilities xii. Parking immediately adjacent to the grocery entrance; 100 stalls G. Proiect Personnel. Key personnel on the Project will need to be acceptable to New Pioneer, including the architect, engineer, Project manager, general contractor, key subcontractors and possibly others. H. Parkin . New Pioneer's going forward will be contingent upon an agreement with the City, satisfactory to New Pioneer in its sole determination, with regard to pedestrian access from the adjacent parking ramp as well as for 100 parking spaces to be made exclusively available for New Pioneer's use within the adjacent parking ramp. New Pioneer will be responsible for negotiating such arrangements with the City, with the intent to have such matters resolved, if possible, before entering into the Purchase Agreement, but otherwise a condition of the Purchase Agreement. I. Condominium Matters. New Pioneer's proceeding will be conditioned upon Developer providing a condominium declaration that is acceptable to New Pioneer in all respects. New Pioneer anticipates that the condominium declaration will carefully define all units and all general and limited common elements, specifically setting forth those limited common elements that are for the exclusive use of New Pioneer's unit; the exclusive use of New Pioneer's unit and some, but not all, of the other units; and the exclusive use of some of the other units but excluding New Pioneer's unit. Additionally, the declaration will need to appropriately allocate W common element maintenance, repair and replacement expenses, as well as building operational expenses, so that New Pioneer pays assessments only for those common elements and those operational expenses that relate to those aspects of the building that serve or benefit New Pioneer's unit, and that New Pioneer is not paying for the expenses associated exclusively with one or more other units in the building. The process for assessments, building reserves, building management, owners association, voting, insurance and other condominium matters will all need to be acceptable to New Pioneer. The condominium declaration will either need to be approved by New Pioneer before entering into the Purchase Agreement or its approval will become a condition of the Purchase Agreement. Additionally, any rules in connection with the building's operation will need to be compatible with New Pioneer's intended use, including but not limited to those that may affect hours of operation or shipping and receiving. J. Basic Space Requirements. It is now anticipated that New Pioneer will have the following space requirements within the Project: i. Not less than 19,000 useable sq.ft. (net of stairs, elevator shafts, utility shafts and other nonusable areas) on the first floor (street level) with direct pedestrian access to the sidewalks on Gilbert and College Streets, as well as direct pedestrian access to the adjacent parking ramp; ii. Not less than 3,000 useable sq.ft, on a mezzanine or 2" d floor for store operations which will include offices, meeting rooms, employee locker rooms and the server room, etc. iii. Not less than 600 useable sq.ft, of mechanical/equipment room space in the lower parking level iv. College Street loading dock access v. First floor climate controlled walkway and space for exterior seating of approximately 2,000 useable sq.ft, along the north side of the building (in addition to, not part of, the 19,000 sq. ft.) vi. Not less than 200 useable sq.ft, in lower parking level for trash, recycling and composting (may be combined with other building users so long as New Pioneer's requirements are satisfactorily met) 6. Time Frame. The parties acknowledge that the Project is still in an early phase. However, if the Developer's Project is not going to come to Tuition within a reasonable time frame, then New Pioneer may wish to pursue other possible opportunities. As such, the parties agree that they shall proceed with the expectation that the Project will be ready for occupancy some time during the 0' calendar quarter of 2014 through the I" and 2nd calendar quarters of 2015, and each party shall keep the other timely advised of any matters that might arise that could materially affect the availability of the Project for such occupancy. 7. Cooperation and Coordination. Unless negotiations and discussions are terminated by either party, it is anticipated that the parties will coordinate their plans and cooperate to the extent reasonable in connection with further developing plans for the Project and specifically in connection with responding to an RFP from the City, While Developer shall take the lead responsibility for all such matters, New Pioneer shall cooperate to the extent of its desired space within the Project. New Pioneer is committed to be a part of the Developer's Project as the 2 Developer proceeds with his proposal and feasibility analysis, provided the Developer continues to demonstrate a serious interest in pursuing the Project, continues to assemble a team of professionals, contractors and investors capable of f ilfilling the Project, and articulates a reasonable plan for financing the Project. If at any time prior to entering into the Purchase Agreement the Developer shall determine that this Project is no longer feasible, Developer shall promptly notify New Pioneer of such determination. Similarly, if at any time prior to entering the Purchase Agreement should New Pioneer determine that it no longer wishes to participate in the Project or that Developer's progress on the Project is not satisfactory, in New Pioneer's sole determination, New Pioneer may indicate to Developer its election to terminate negotiations and discussions pertaining to the Project. New Pioneer will reasonably cooperate, on a non - exclusive basis, with Developer towards the objective of the Developer becoming the approved proposal submitted to the City for the development of the Site and for Developer to proceed with its Project which will incorporate the condominium space for New Pioneer's ownership and use. However, New Pioneer reserves the option should there be, in New Pioneer's determination, other viable and timely projects, for New Pioneer to work with any other party for a project on the Site or elsewhere that appropriately and/or timely addresses New Pioneer's business needs. 8. Additional Office Space. Before the Developer commits to selling or leasing space on the second floor that would leave less than 5,000 useable sq.ft. remaining, the Developer will contact New Pioneer with regard to any interest for additional second floor office space. This option for additional office space is independent of the 3,000 useable sq.ft. on the mezzanine or second floor for store operations as specified in 51(ii) above. 9. Confidentiality. New Pioneer and Developer hereby each agree to hold as confidential all the other's plans, building designs, concepts, strategies of construction, financial circumstances, cost estimates, financing, and other matters related to a party's potential participation in the Project as may have been or may be disclosed by one party to the other party in connection with the discussions and negotiations related to this Letter of Intent and the Project, and that are not otherwise generally known ( "Confidential Information "). Any disclosure of Confidential Information of a party by the other party shall only be made after the party whose Confidential Information is being disclosed has agreed to such disclosure in writing in advance. The parties each acknowledge that if Developer submits a proposal to the City of Iowa City, and also if the Developer's proposal is approved by the City, disclosure of certain Confidential Information and the Purchase Agreement contemplated herein to specified third parties as a part of implementing the Project will likely be necessary. In that event, the parties agree to cooperate in such disclosures, which shall be agreed to in writing in advance. The parties further agree this provision shall survive in the event of termination of this Letter of Intent. Nothing in this provision is intended to limit a party from disclosing the Confidential Information of the other, on a need to know basis, to a party's representatives, consultants, lender(s), attorneys, contractors or other agents, in connection with its due diligence and investigations relating to the continuing discussions and negotiations contemplated by this Letter of Intent. 10.. Non - Binding. This Letter of Intent does not constitute an agreement to negotiate, but solely constitutes an outline of some of the terms for negotiation. The parties will in good faith 7 diligently pursue discussions and negotiations in an effort to come to and refine terms and conditions for final documents for each party's review and approval, some of which may be multi -party agreements. While this Letter of Intent is intended to provide the parties guidance in pursuing negotiations and discussions, except for Paragraph 9 and the next paragraph of this Paragraph 10, it is not binding, and the terms of any final agreement may be the same as, similar to or different from the provisions of this Letter of Intent. New Pioneer and Developer each acknowledges and agrees that each is proceeding with its side of negotiations at its sole cost and expense (which may involve substantial transaction costs) and that either party may terminate negotiations for any reason, at any time, without any liability or obligation to the other. Further, neither party shall have any legal rights or claims against the other party by reason of any action taken, statements made, writings delivered or other matters undertaken by a party in reliance upon this non - binding Letter of Intent including, without limitation, any expenditure of funds, partial performance of transactions contemplated herein, or any other actions of a party. This letter of intent shall be of no further effect upon either i) the parties entering into final agreements, or ii) the termination of discussions and negotiations between the parties pertaining to the matters contained herein, The patties anticipate that their discussions and negotiations will be completed or terminated before the expiration of twelve months after the execution of this Letter of Intent. llnvnlnn nr New Pioygopis- Vo9perative Society N By_ Ramji Board Date R 06. fz-- Date 0 LETTER OF INTENT THIS LETTER OF INTENT (hereinafter "the Agreement"] is entered into this _ day of 2012, by and between MidAmerican Energy Company [hereinafter "MidAmerican "] and 4 Zero 4, LLC [hereinafter "Developer "]. WHEREAS. MidAmerican is the owner of a small parcel of real property on which a MidAmerican electrical substation is situated, located near the intersection of College Street and Gilbert Street, Iowa City, IA, and legally described on Exhibit A attached hereto [hereinafter "the MidAmerican Property "]; WHEREAS, the City of Iowa City is the owner of real property locally known as 404 E. College Street, Iowa City, IA, and legally described on Exhibit B attached hereto [hereinafter "the City Property "]. The City Property is adjacent to the MidAmerican Property described herein; WHEREAS, Developer is interested in acquiring the City Property for the development of a mixed commercial and residential use project to be located thereon. As a part of said development, Developer is interested in also acquiring the MidAmerican Property, and MidAmerican is interested in selling the MidAmerican Property to Developer; WHEREAS, the parties recognize Developer's interest in purchasing the MidAmerican Property and MidAmerican's interest in selling the same to Developer is dependent upon the contingencies set forth herein; WHEREAS, in consideration of Developer's and MidAmerican's respective interests, the parties desire to set forth certain understandings and initial agreements relating to Developer's potential purchase and development of the MidAmerican Property. NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES CONTAINED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, IT IS HEREBY AGREED AS FOLLOWS: 7, initial Evaluations. The parties recognize that certain evaluations of the MidAmerican Property are necessary to determine the feasibility of the development project contemplated by Developer of the City Property above - referenced and to determine the expense of and time period necessary to remove the substation located on the MidAmerican Property, which could affect Developer's interest in proceeding with the acquisition of the MidAmerican Property. MidAmerican agrees to permit the following initial evaluations by Developer at Developer's sole expense: A. Appraisal. The parties agree that a reasonable purchase price for the MidAmerican Property cannot be determined until an appraisal of the property has been completed. The parties agree that appraisal of the property shall be performed by Cook Appraisal, LLC of Iowa City, Iowa, and Developer shall be solely responsible for the cost of said appraisal. MidAmerican hereby agrees to grant access to the MidAmerican Property for appraisal purposes. B. Phase II Site Assessment: The parties agree that soil and site analysis must be performed in order to evaluate any contamination of the soil and C. determine whether further testing or remediation efforts are required to permit development of the MidAmerican Property as contemplated by Developer. MidAmerican agrees to grant access to the MidAmerican Property for evaluation and analysis by Developer's retained environmental services company. Developer shall be solely responsible for the cost of said Phase II Site Assessment, and Developer agrees to keep the report confidential, unless disclosure to a third -party is otherwise agreed between the parties. Developer also agrees to share the results of the Phase 11 Site Assessment with MidAmerican; however, the parties agree that the results of said assessment are the property of Developer, and MidAmerican shall not disclose said results verbally or in writing to any other party without the prior written approval of Developer, unless the results obligate MidAmerican to disclose the results by law, Developer and MidAmerican acknowledge that if the mixed use development of the project proceeds, disclosure to specified third parties as a part of said development will likely be necessary. If additional testing or remediation is required, the parties agree to negotiate further regarding said additional testing and /or remediation services. Substation. If Developer proceeds with purchase of the MidAmerican Property, Developer understands it shall be his sole expense to remove the substation, relocate the feeders, convert Sub D feeders and Sub F 4- F-1 feeder from 4kV to 13kV, and reimburse MidAmerican the expense for taking the equipment out of service. The parties agree that additional evaluation of the expense and time period to accomplish relocating and converting feeders is necessary before a full agreement on the subject real estate transaction can be determined. MidAmerican agrees to initiate steps to further evaluate the process and estimate the cost of the removal and relocation of feeders, but MidAmerican shall not incur any fees for the same without advance written approval of the Developer. MidAmerican reasonably expects that it should be in a position to provide a cost estimate to Developer for the removal, relocation, and conversion of equipment as above - referenced by October 15, 2012. Further, if a Purchase Agreement between the parties is reached, subject to satisfaction of required contingencies, MidAmerican reasonably expects that it can remove the substation and relocate the feeders within 12 months of an executed Purchase Agreement, which date shall be more clearly defined in the Purchase Agreement. 2. Negotiation of Purchase Agreement and Contingencies. Upon report of the, appraisal, Phase II Site Assessment, and further evaluation of the expense and time period to remove the substation, if Developer wishes to proceed with purchase of the MidAmerican Property, MidAmerican agrees to negotiate with Developer with respect to the undertakings of the real estate transaction contemplated herein, including but not limited to, the Purchase Price, the. Purchase Agreement, including contingencies thereto, the removal of the substation and relocation of feeders, and any matters ancillary to Developer's purchase of the MidAmerican Property. The parties recognize any Purchase Agreement for Developer's purchase of the MidAmerican Property must be subject to certain contingencies including, but not limited to, the contingencies set forth in section 1 and as follows: A. City's Selection of Developer's Proposal. As set forth herein, Developer's interest in the purchase of the MidAmerican Property is pursuant to and contingent upon Developer's ability to develop a mixed commercial and residential use project located on the City Property described in Exhibit B hereto. Developer intends on submitting a bid to the City's Request for Proposal, which RFP is anticipated to be published by the City in September, 2012. Developer's purchase of the MidAmerican Property is thus contingent upon Developer winning the City RFP and acquiring the City Property, B. Financing Contingency. This offer is contingent upon Developer securing financing and a written loan commitment under the terms of and with the lender of its choosing for the purchase of the City Property, the purchase of the MidAmerican Property, and for its intended mixed use development to be located on said properties. The parties agree to negotiate the deadline by which this financing contingency must be released as a part of the Purchase Agreement. C. Confidentiality. The parties agree that the terms of the Purchase Agreement and all matters ancillary to it shall be confidential and privileged between the parties, except as otherwise provided herein. Any disclosure by either party to another party shall be agreed to in writing between Developer and MidAmerican before said disclosure occurs. Developer and MidAmerican acknowledge that if the mixed use development of the project proceeds, and Developer purchases the subject property, disclosure of the Purchase Agreement terms to specified third parties as a part of said development will likely be necessary. The parties further acknowledge said agreement may be deemed public record by the Iowa Utilities Board and /or the Office of Consumer Advocate, despite the parties' wishes for it to remain confidential. 3. ermination of Agreement The Developer may terminate this Agreement upon written notice to MidAmerican if the Phase II Site Assessment, appraisal, or evaluation /estimate to remove the substation, relocate the feeders and reimburse MidAmerican for the expense of taking the substation out of service, is unacceptable to Developer. Developer or MidAmerican may terminate this Agreement upon written notice to the other party if the parties are unable to reach an agreement on the Purchase Price, specific terms of the Purchase Agreement, or any other necessary terms for the purchase /sale of the MidAmerican Property. This Agreement shall be terminated if Developer's Proposal is not selected by the City for the development of the mixed commercial and residential use project above - referenced herein, or if Developer does not purchase said City Property for any reason. 4. Governing Law. This Agreement shall be governed by and construed In accordance with the laws of the State of Iowa. S. Constructlon. This Agreement shall not be construed more strongly against any party regardless of who was more responsible for its preparation, 6. Notices. Any notices to be served for any reason herein shall be deemed delivered if sent by certified mail, return receipt requested, to the following addresses: For Developer: Leslie L. Moore, Attorney for Developer Moore & Egerton, LLP 518 S. Clinton St. PO Box 2416 Iowa City, IA 52244 For MidAmerican: Joseph F. Moore MidAmerican Energy Company 3500 104th Street Urbandale, IA 50322 7. Severabillty. In the event any provision of this Agreement is held invalid, illegal or unenforceable, in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue to be valid and enforceable. 8. Entire Agreement This Agreement and all agreements, documents and instruments contemplated herein shall constitute the entire Agreement between the parties hereto and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in connection with the subject matter hereof. Any modifications of this Agreement shall be in writing, signed by the parties, and attached by Addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the day and year first above written. tuber and Vice- President 4 ZERO 4, LLC, DEVELOPER oseph F. Moore MIDAMERICAN ENERGY COMPANY 12, PROPOSER'S RESOURCES &ASSETS 13. PROPOSAL SUBMITTAL FORM EXHIBIT "A" Proposal submittal signature form The undersigned attests to his/her authority to submit this proposal and to bind the firm herein named to perform if the firm is selected by the City of Iowa City. The undersigned further certifies that he/she has read the Request for Proposal, terms and conditions, and any other documentation relating to this request; has complied in all respects with all conditions hereof, and this proposal is submitted with full knowledge and understanding of the requirements and time constraints noted herein. The undersigned hereby further acknowledges that it accepts the terms of the Request for Proposals in its entirety and by the submission of its proposal hereby waives any claims or claims to irregularities that arise out of such RFP, the process employed by the City to solicit and develop proposals, the RFP evaluation process described in the RFP, and agrees to release and hold harmless the City, its employees, agents, and consultants from any claim, loss, or damage arising therefrom. The undersigned hereby authorizes any person, firm or corporation to furnish any credit history and financial condition or other information required by the City to verify information related to the Firm's submission to the City. I hereby certify, on behalf of the undersigned firm, that the above information is true and correct to the best of my knowledge and that the City may rely on the information provided. Firm name: Home office address: City, state, zip: Signature: Date: 21 ZERO The Chauncey One Cinema at The Chauncey Bowling at The Chauncey Cafe at The Chauncey Hotel at The Chauncey Residences at The Chauncey 5- L Response to Request for Proposal for a Private Developer for the College Street / Gilbert Street Northeast Corner Site submitted by The Chauncey, L.L.C. September 28, 2012 The Chauncey, L.L.C. Iowa City, Iowa College St. I Gilbert St Northeast Corner Project Table of Contents 1. Letter of Interest ................................................................. ............................... 2. Primary contact person and contact information ................ ............................... 3. Legal name and address of the development entity ........... ............................... 4. Identification of the legal entity ........................................... ............................... 5. Development Team's organizational chart and Firm Bio' s . ............................... 6. Description of proposer's previous experience .................. ............................... 7. A description of the proposer's financial capacity ............... ............................... 8. Avisual description of the proposed Project ...................... ............................... a. conceptual drawing or schematic, 11 b. conceptual square footage of commercial and /or office space, ...........Pg. c. conceptual square footage and size of residential units, - 34 d. schematic layout of commercial and residential floors and parking, e. schematic of the pedestrian -level fagade. 9. Proposer's plan for construction and financing of the Project ........................... a. organization and management approach, b. general schedule for the completion of the Project, c. plan for including MidAmerican Energy property, d. description of a general financing plan, e. letters of intent from prospective purchasers and /or tenants, f. marketing approach to secure purchasers or tenants, g. the proposed property purchase price, h. the proposed amount and description of gap financing assistance, 10. Completed Exhibit „ B.. ........................................................ ............................... 11. References Letters ............................................................. ............................... 12. Unique resources, capabilities or assets ............................ ............................... 13. Completed Exhibit „ A.. ........................................................ ............................... ...........Pg. 1 ............Pg. 2 70 ............Pg. 2 73 ...........Pg. 2 ...........Pg. 3 - 7 ...........Pg. 8-10 ............Pg. 11 - 13 ...........Pg. 14 - 34 ................Pg. 35 - 57 ...........Pg. 58 ............Pg. 59 - 70 ............Pg. 71 - 73 ...........Pg. 74 The Chauncey, L.L.C. 221 E. COLLEGE STREET, SUITE 300 IOWA CITY, IOWA 52240 September 28, 2012 City Clerk City Hall 410 East Washington Street Iowa City, IA 52240 RE: Private Developer Proposal for the College St / Gilbert St Northeast Corner Site City Clerk, The Chauncey, L.L.C. development team appreciates this opportunity to express its interest in being considered as the developer for the mixed -use facility project for private development at the College St / Gilbert St northeast corner site as requested in the City's Request for Proposal dated August 31, 2012. Our project, The Chauncey, is a mixed -use twenty (20) story urban building featuring an arts and entertainment theme. The project will bring two new movie theaters, 12 bowling lanes and art and sculpture gallery space to downtown Iowa City. Up to 59,000 SF of Class A office space is proposed with Rohrbach Associates PC moving into and owning one of the office floors. The Chauncey is designed to include 35 hotel guest rooms with residential units above. All commercial and residential units at The Chauncey will be structured as condominiums. A minimum of 20% of the residential units will be within workforce housing rental and purchase guidelines. The Chauncey is a glass, metal and terra cotta urban building clad with exterior design elements that clearly delineate the functional areas within the building. The use of warm colored terra cotta and metal panels will allow the building to transition from the "cool" central business district on the west to the "warm" residential areas to the east. Our proposal also includes upgrading Chauncey Swan Park. This upgrade will make the park more visually attractive and functional for a variety of uses including evening viewing of movies. With the appropriate development, this site has the potential to become a landmark location. The Chauncey maximizes use of the site which results in smart growth for this urban in -fill setting. Our team's proposal will require FAA height approval. If necessary, the height can be adjusted to meet the ultimate FAA height determination. Afirst class, mixed -use, multi story urban development requires dedication by the development team to the design, construction and marketing phases and also quality management of the project when complete. The Chauncey development team is committed to excellence of all phases of the project and has decades of experience in Iowa City. Our team will devote the time, expertise and resources necessary to make The Chauncey another success for downtown Iowa City. Environmental Sustai nabil ity is an integral part of our design philosophy and practice. In addition to systematic approaches, likethe LEED rating system, we strive to design buildings for energy efficiency and durability. Designing for the long -term means minimizing the use of energy throughout the life of buildings, lessening the impact of construction on our shared environment. We look forward to your review of our submittal and the opportunity to present our credentials to develop this exciting project. If, in the meantime, your review committee has any questions, please feel free to contact us. Sincerely and with great enthusiasm! The Chauncey, L.L.C. Steven A. Rohrbach AIA Michael Hahn Monica B. Moen Marc B. Moen phone: 319.430.3010 221 E. COLLEGE STREET facsimile: 319.358.6778 IOWA CITY, IOWA 52240 The Chauncey, L.L.C. Iowa City, Iowa 44 College St. I Gilbert St Northeast Corner Project 9. Signed letter on the proposer's letterhead indicating an interest in the Mixed -Use Facility Project. Signed Letter Pg.1 2. Primary Contact person and Contact information. Steven A. Rohrbach 325 E. Washington Street, Suite 400 Iowa City, Iowa 52240 Email: srohrbach @rohrbachassociates.com Phone: 319.338.9311 Fax: 319.338.9872 3. Legal name and address of the development entity, including all joint ventures, limited partnerships and limited liability companies, and the percentage of interest of each. Proposers are encouraged to include size of their firm, parent company if applicable, and officers /principals of the firm. The Chauncey, L.L.C. 221 E. College Street, Suite 300 Iowa City, Iowa 52240 4. Identification of the legal entity with whom the City would contract, whether the entity exists currently orwould be created for the purpose of this project, and the names and titles of all parties authorized to act on behalf of proposer. The Chauncey, L.L.C. 221 E. College Street, Suite 300 Iowa City, Iowa 52240 Members include: Steven A. Rohrbach Michael Hahn Monica B. Moen Marc B. Moen * additional investors may be added The Chauncey, L.L.C. was organized for the purposes of responding to the City's Request for Proposals to privately develop the property located at the northeast corner of College St. & Gilbert St., and developing that property if selected as the preferred developer. The members have been committed to excellence in design, construction and development in Iowa City for many years, including a number of mixed -use projects. K The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Co m o e n g r o u p 5. An organizational chart showing all members of the proposed development team including but not limited to developer, management agency, legal, design professionals, and consultants. n Contact information should be provided for each team member. R O H R R O C H• A$$$OC161F$ HR A R C H I T F C 1 5 LEFF LAW FIRM, L.L.P. Developer: ATTORNEYS AT LAW The Chauncey, L.L.C. F IAtll.1.Y5t01n9 221 E. College Street, Suite 300 Iowa City, Iowa 52240 Email: marcomoengroup.com 319.430.3010 Design Professional: Steven A. Rohrbach AIA Rohrbach Associates PC 325 E. Washington Street, Suite 400 Iowa City, Iowa 52240 Email: srohrbachCDrohrbachassociates .com 319.338.9311 Management Aaencv: moengroup 221 E. College Street, Suite 300 Iowa City, Iowa 52240 Email: marcCDmoengroup.com 319.430.3010 Consultants — TBD MEPT Engineering Structural Engineer Civil Engineer Acoustical Elevator General Contractor: Mike Hahn McComas- Lacina Construction, L.C. 1310 Highland Court Iowa City, Iowa 52240 Email: mhalm@)mccomaslacina.com 319.338.1120 Legal: Patrick Ford Leff Law Firm, L.L.P. 222 South Linn Street Iowa City, Iowa 52240 Email: ford@)IefOaw.com 319.338.7551 191 The Chauncey, L.L.C. Iowa City, Iowa Comoengroup n C] College St. I Gilbert St Northeast Corner Project Management Agency - moengroup - Firm Bio moengroup has managed commercial and residential real estate in downtown Iowa City continuously since 1988. Properties currently managed include: 228 S. Clinton Street (Starbucks & loft) 210 S. Clinton Street (Whiteway 2000: Joseph's Steakhouse & residential units) 103 -105 E. College St. (Savings & Loan Building: retail, bank & offices) 115 E. College St. (Graze restaurant & lofts) 118 S. Dubuque St. (The Fieldhouse bar & residential units) 255 Iowa Ave. (AKAR and residential units) 221 E. College St. (Plaza Towers: retail, offices, hotel, conference center, health club & residential units) 123 N. Linn St. (Brewery Square: Linn St Cafe & Devotay restaurants, LaJames college of cosmetology, Iowa City Press Citizen & professional offices) 51 The Chauncey, L.L.C. Iowa City, Iowa ROHRRACH ASSOCIATES PC A R C H I T E C T 5 Plaza on 5th Plaza on 5th - Condo Coralville Center for the Performing Arts Area: 148,000 S Completion Date: Summer2011 Cost $23,000,000 9'i College St. I Gilbert St Northeast Corner Project Design Professional - Rohrbach Associates PC - Firm Bio Rohrbach Associates PC was founded in Iowa City, Iowa to provide leading edge, full - service Architectural, Landscape Architecture and Interior Design Services to Eastern Iowa and the Midwest Region. The firm is led by architects Steven A. Rohrbach AIA, Kenneth J. Berzinski 11 AIA LEED AP, Kenneth A. Stirm III AIA and William T. Downing AIA. A combined 90 years of architectural experience enables our firm to provide a wide range of services including Programming, Master Planning, Design and Documentation, Construction Administration, Post Construction Services, Project Management, Building Evaluations, Sustainable Design /LEED Processing and Stewardship Planning. The firm is built upon the concept of personalized service and design. We believe that successful building design reflects a concentrated interactive effort between the owner and architect. This ensures that all interests are satisfied within a functional and economic framework. This is achieved through experienced management in all phases of the project. Successful projects require an honest, trusting relationship between the owner and architect. We specialize in technical projects that require special training and services from the architect such as University Buildings, Educational Facilities, University Residence Halls, Research Facilities and Laboratories, Hospital and Healthcare Centers, Medical Office /Clinic Facilities, Financial Institutions and Commercial Multi -use Buildings. Design Professional - Rohrbach Associates PC - Experience Plaza on 5th & Coralville Center for the Performing Arts Coralville, Iowa Located on the corner of Fifth Street and 12th Avenue in Coralville, Iowa, the 125,000 SF Plaza on 5th features shopping and dining experiences with local flavor on the ground floor. One floor up, class A commercial office space is available for businesses. The four floors above offer upscale residential units. A connected theater is the first theater facility for the City of Coralville. The 7,800 SF space features a proscenium style theater and a 400 -seat auditorium and lobby. 6'1 The Chauncey, L.L.C. Iowa City, Iowa UI -West Campus Residence Hall Area: 180,000 SF Completion Date: June 2015 Cost $35,000,000 UI - College of Public Health Area: 130,000 SF Completion Date: January 2011 Project Budget $47,700,000 UI - Pappajohn Biomedical Discovery Building Area: 212,000 GSF Completion Date: 2014 Project Budget $133,300,000 L College St. I Gilbert St Northeast Corner Project Design Professional - Rohrbach Associates PC - Experience The University of Iowa - West Campus Residence Hall Iowa City, Iowa The ten story residence hall will consist of nine residential floors, including six floors of Living Learning Community (LLC) room configurations, and three floors of mixed Cluster (double loaded corridor) and LLC type room configurations. Floors 2 -7 are the Living Learning Communities. There are a total of 12 LLC units, which are communities designed to promote the university's living /learning programs, accommodating 324 students in double rooms and 12 Resident Assistant rooms. The unit type will be unique to the University of Iowa's campus and will accommodate living /learning communities of up to 28 students and 1 RA per LLC. Each LLC has a pod of 5 unisex bathrooms, an enclosed group study room, and a lounge with dining space. Public amenity space is planned for the ground floor which will accommodate the hall staff offices, student laundry, seminar room, a large multipurpose room and lounge. The University of Iowa - College of Public Health Academic Bulding Iowa City, Iowa This building is organized as twin five -story wings which house the program on either side of a central atrium, known as the "dialogue ". The dialogue space is the public, interactive zone of the building, promoting collegiality and collaboration among the users. The exteriorview of the building is designed to reflect the building's diverse inner life. The University of Iowa - Pappajohn Biomedical Discovery Building Iowa City, Iowa The Pappajohn Institute and John and Mary Pappajohn Biomedical Discovery Building will be the centerpieces of Iowa's innovative discoveries in the life sciences, providing transformative approaches to health care, unprecedented educational opportunities and unique possibilities for economic development. The 200,000- square -foot, nine -story facility, located next to the Carver Biomedical Research Building on the UI health sciences campus, will house laboratories and office space dedicated to leading -edge, cross - disciplinary research involving scientists from across the entire campus. 11 The Chauncey, L.L.C. Iowa City, Iowa L, w f� College St. I Gilbert St Northeast Corner Project General Contractor - McComas Lacina Construction L.C. - Firm Bio McComas - Lacina Construction (MLC) has been a locally owned General Contractor in the Iowa City area since 1977. MLC is a full service general contractor employing 150 field workers and 20 professional staff. The Firm completed numerous private and public projects of similar size and complexity to The Chauncey over the last 35 years. Headquarters: 1310 Highland Court Iowa City, Iowa 52240 Phone: 319.338.1125 FAX: 319.338.5964 Years in Business: 35 Years Primary Areas of Operation: Iowa City, Coralville, Eastern Iowa Legal - Leff Law Firm L.L.P. - Firm Bio Leff Law Firm was founded by Arthur O. Leff in 1929 and has continued as LEFF LAW FIRM, L.L.P. a general practice law firm in Iowa City since then. ATTORNEYS AT LA W es "LMED 1929 The firm represents clients with respect to a wide variety of civil matters, including real estate, property development, business organization and establishment, as well as estate planning and civil litigation. Leff Law Firm holds theAVO peer- review rating from Martindale - Hubbell@, the highest rating available. Partners in the firm: Chuck Traw, Randy Willman, Steve Ballard, Mark Danielson, Tim Grady, Tom Maxwell, and Patrick Ford. Of Counsel: Phil Leff and Bruce Haupert, who practiced with the firm until their respective retirements, remain "of counsel' to the firm but are no longer engaged in the day -to -day practice. 7 The Chauncey, L.L.C. Iowa City, Iowa Whiteway 2000 Building Plaza Towers Plaza Towers - Penthouse C], College St. I Gilbert St Northeast Corner Project 6. Description of proposer's previous experience, including a brief description of at least two mixed -use projects where the proposer played a substantial role. The descriptions should include the specific role of the proposer and the current status of the projects. Sufficient reference contact information should be provided for each project in order to permit the City to verify the information. Mixed Use New Development Projects: All projects listed below were developed by members of the proposer and constructed by McComas - Lacina Construction, Inc. Whiteway 2000 Building: 210 -212 S. Clinton Street, Iowa City Occupants: Joseph's Steakhouse (main floor and lower level) 39 residential units (studio and 1 bedroom lofts) opened August 2000 100% occupancy Plaza Towers: 221, 231 & 241 E. College Street 201 S. Linn Street 225 S. Linn Street opened February 2006 Occupants: Formosa Restaurant Bread Garden Market & Bakery hotelVetro (55 luxury studio suites & conference center) Eastwind Healing Center Virtue Medicine, P.C. Heartland Yoga Iowa City Fitness Neumann Monson Architects MidAmerican Securities moengroup 100% Occupancy 50 Residential units 5 Studios (550 SF) 26 one bedroom (1100 SF) 8 one to three bedroom (1650 SF) 4 three bedroom (2200 SF) 1 three bedroom (3300 SF) 4 two bedroom 2 story penthouse (1825 SF) 2 two bedroom 2 story penthouse (2150 SF) 100% occupancy W The Chauncey, L.L.C. Iowa City, Iowa Vogel House Starbucks Building College St. I Gilbert St Northeast Corner Project Mixed Use New Development Projects: (cont) Vogel House: 255 -259 Iowa Avenue, Iowa City Occupants: AKAR (main floor and lower level) 24 residential units (studio and 1 bedroom lofts) opened August 2003 100% occupancy Renovation Projects: Starbucks Building: 226 -228 S. Clinton Street Occupants: Starbucks Coffee Residential / Office — 2nd level 100% occupancy Graze Building: 113 E. College Street Occupants: Graze Restaurant 2 lofts (2nd level) 100% occupancy Other Properties owned and Operated: Savings & Loan Building: 103 -105 E. College Street Occupant: Retail, Bank and Office Building 100% occupancy Blackstone Building: 118 S. Dubuque Street Occupants: The Fieldhouse Bar 11 one bedroom apartments 100% occupancy Brewery Square: 123 N. Linn Street Occupants: Linn Street Cafe & Devotay (restaurants) LaJames International College of Cosmetology Iowa City Press Citizen offices Professional Offices 100% occupancy W The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Forrner Vto's Building I Park @201 New Development under Construction: Former Vito's Building: 118 E. College Street Main Floor Retail Second Level Offices Park @201: 201 E. Washington Street (formerly Wells Fargo Building) Main floor - retail Levels 2, 3 & 4: offices Levels 5 — 14: 26 residential units 10 The Chauncey, L.L.C. Iowa City, Iowa P, College St. I Gilbert St Northeast Corner Project 7. A description of the proposer's financial capacity to obtain acquisition, construction, and permanent financing, including letters of interest from lenders and /or tax credit allocates. A discussion of the financing sources and partnerships utilized for prior projects and references from these parties are also welcome and encouraged. We have an excellent and long standing relationship with our lenders. Park @201, currently under construction, recently received financing commitments from a number of lenders. Our equity position in current holdings, and individual investors committed to the proposed development, place us in excellent position to obtain construction and permanent financing. See Letters of interest from lenders below. Prior and current projects utilized banking institutions, life companies and Tax Increment Financing sources with success for all parties. See Reference letters under section 11. Letters of Interest from Lenders 1. MidWestOne Bank 2. University of Iowa Community Credit Union pg. 12 pg. 13 11 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Lender Letter of Interest- MidWestOne Bank MidWesf l Bank 1kTM September 25, 2012 Mr. Marc 3. Moen The Chauncey, LLC 221 E. College Street Suite 300 Iowa City, Iowa 52240 RE:The Chauncey Development Dear Marc, Please let this letter serve as Midwest ONE Bank (MW D) "letter of interest" to provide Construction and permanent financing for the proposed new "The Chauncey' development. It should he noted that this is not a commitment to lend. We appreciated the opportunity to review your plans for the site. Upon acceptance of The Chauncey, LCC proposal to build this project by the City of Iowa City, MWO would Ionic forward to taking next steps in the approval process. Please let us know It you need any additional information Officer tar vVtvW.n7id�•vCSlone.com (SOO) 24: -4418 ibinLF Member FDIC IS 12 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Lender Letter of Interest - University of Iowa Community Credit Union MORMON TREK BLVD, IOWA CITY, IOWA 52246 • TELEPHONE: (319) 341 -2144 September 17, 2012 The Chauncey, L.L.C. ATTN: Marc B. Moen 221 E. College Suite 308 Iowa City, IA 52240 Dear Marc: This will confirm the University of Iowa Community Credit Union (UICCU) has been in discussions regarding financing'The ChauncW which is being proposed for the comer of Glltrert Street and College Street. Aker reviewing the proposal, the UICCU has interest in financing the project. Subject to underwriting credit approval, the UICCU would seek two or three local institutions to participate in the construction financing as well as the permanent finari If you have any further questions, feel free to contact me at 319- 341 -3074 or swilson @uiau.org. Sincerely, I 1W Sr ice President Commercial Services IOWA AVENUE MORMON TREK TOWNCREST CORALVU.LE GRINNELL 319- 339 -1000 319- 339 -1002 3l9- 3341030 319- 339 - 1020 641 -236 -8822 48 13 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa wi 8. A visual description of the proposed Project, including: a. conceptual drawing or schematic; b. conceptual square footage of commercial and /or office space; c. conceptual square footage and size of residential units; d. schematic layout of commercial and residential floors and parking; e. schematic of the pedestrian -level fagade. Executive Summary The Chauncey The Chauncey is a dynamic twenty (20) story urban building which will include first floor commercial /retail space, class A office space, hotel guest rooms and residential units. A minimum of 20% of the residential units will be leased or sold within workforce housing guidelines and will be developed to the same quality and finishes as all units at The Chauncey. The facility will connect to Chauncey Swan Park and Chauncey Swan Parking Facility. The overall theme for the project is arts and entertainment including two movie theaters operated by FilmScene, art and sculpture gallery areas, a twelve (12) lane boutique bowling facility and a restaurant which opens onto Chauncey Swan Park. The mixture of arts and entertainment will create a destination location for people of all ages. The commercial /retail public levels on the first and second floors are surrounded by a transparent perimeter exterior wall system, exposing the theaters within. Curved sculptural theater forms contrast with the rectilinear lines of the building. Anorth -south lobby and gallery area connect the building's main entrances. The Site The proposed site is the quarter block parcel located on the northeast corner of the intersection of Gilbert and College streets. Additionally, this proposal includes the redevelopment of Chauncey Swan Park to reach its full potential as a city park, and to better support the overall project theme of an arts and entertainment complex. An existing, mid -block alley between College Street and Washington Street, will be incorporated into the development and will provide transition space between the park and the new building. The interior of the park will provide daytime recreation space and a lawn area for viewing evening movies. This proposal also incorporates the MidAmerican site and will require the removal and relocation of the existing MidAmerican equipment. 14 The Chauncey, L.L.C. Iowa City, Iowa College St. I Gilbert St Northeast Corner Project The Architecture The Chauncey is clad with glass, metal and terra cotta, with exterior design elements that clearly delineate the functional areas within the building. The use of warm colored terra cotta and darker metal panels will allow the building to transition from the "cool" central business district on the west, to the "warm" residential areas to the east. The metal rain screen, and large loft warehouse style punched openings, identify the commercial levels. The darker metal at these levels create a simple form in contrast with the buildings lighter materials and colors. The building continues vertically with the use of a curtain wall system to create light filled hotel rooms and residential condominiums with panoramic views. Hotel and residential levels are tied together vertically by continuous metal screen walls which also separate the different portions of the balconies. The warm color and texture of the vertical circulation core tie these elements togetherwith a grid of terra cotta that extends from grade level to the roof coping. Patio gardens at the roof of the commercial levels, and residential levels, soften the strong contemporary lines of the "U shaped tower. The top of the tower terminates in a canted metal roof over the two - story penthouse condominiums. The Chauncey will serve as a landmark that identifies the eastern edge of the downtown area and transitions to the east residential area of Iowa City while adding interest and texture to the skyline. The Parking The Chaunceywill provide 52 on -site parking spaces which will meet the residential required parking. This proposal requests the utilization of the existing Chauncey Swan parking ramp to accommodate the needs of the hotel, commercial and retail components of the project. The Building Height The Chauncey is planned to maximize the site for commercial, class A office, retail, hotel and residential uses. The development team feels strongly that a building of the size proposed is the best use of the land for the present and future needs of Iowa City and represents smart growth. The Chauncey will require FAA height approval. If necessary, the height can be adjusted to meet the ultimate FAA height determination. 15 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Site Location Plan Site The building site is a quarter block area and our proposal also includes upgrading of Chauncey Swan Park. The park will be reconfigured as an inviting public gathering place including an amphitheater for viewing movies. 16 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Exterior Images View from the Southwest Exterior The exterior of the building will be clad with a combination of terra cotta rain screen, metal panels and aluminum and glass curtain wall systems. Twenty -eight foot (28') tall glass walls dramatically enclose the FilmScene theaters. 49. 17 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Exterior View from the Northwest Exterior A richly colored terra cotta will be used to clad the vertical stair and elevator components as they run continuously up the exterior walls of the north and south side of the building. Warm dark metal panels surround the large windows which provide natural daylight into the three (3) commercial office floors. The residential floors will be an aluminum and glass curtain wall system, maximizing light and views. 49. 18 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Exterior Images View of Pedestrian Facade from Ground Level Southwest View of redesigned Chauncey Swan Park at Night from the Northwest 19 The Chauncey, L.L.C. Iowa City, Iowa College St. I Gilbert St Northeast Corner Project Site Plan The Site The south entrance on College Street incorporates a covered drop -off lane for hotel guests. This entrance and a north entrance off the park provide convenient pedestrian access for the public and for building occupants. An interior connection through the building core promotes easy navigation to all building areas from the north or south entrances. A signature feature of The Chauncey is the integration of the site into the arts and entertainment theme. The entertainment concept within the building will transfer to the reconfigured parkto facilitate evening outdoor movie screenings. Agrand stairfeature will mitigate the elevation change between the park and the main floor of the building while providing seating along the park's edge. Terrace areas immediately adjacent the building will provide outdoor dining space with dramaticviewsto the park. Agently sloping lawn will be created in Chauncey Swan Park. Acurved seating wall along the west edge of the park will provide fixed seating and new plantings on the west and north perimeters of the park will buffer street noise and provide a sense of privacy for park users. A removable movie screen will be hung from the west wall of the existing parking ramp during evening screenings. Existing lighting, planters, benches and landscaping on the east side of the park will be updated to better coordinate with the renovated park and and facilitate unobstructed views of the movie screen. Storage rooms and accessible restrooms to support park activities are located in the lower level of The Chauncey. 20 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Architectural Building Sections Sectional view through the building identifying the functional areas of each floor. N 21 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Architectural Building Sections Sectional view through the FilmScene theaters and the Commercial Class A office floors above and parking level bleow. PA The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Basement Parking Floor Plan ra tit ►7 0 1 B IS H Basement Level Vehicular access is from the lowest level of the adjacent Chauncey Swan Parking ramp. The private secured lower level garage accommodates approximately 52 parking stalls dedicated to building occupants. is 23 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa won i *4 Kitchen auho aeiG First Floor Retail Floor Plan Cnn r� 7 x Mech I utility Loaning • .... ... � c ...; .�� Spachit iJ �o E tt^ff �tl _-- ._____ �V._--- -. —1\ Ck,o North Entrance x 777)c' South Entrance - Gabby vo Porte- cochere • m m N d D OB •�Od I� �� � �7 0 9 8 le (j; Level One Level One is the main level of a two story space accommodating two movie theaters (100 and 150 seats), a boutique style bowling center (total of 12 lanes on 2 levels), restaurant, hotel and building lobby and hotel check in desk. There is a covered drop off entrance on College Street to the south and a second pedestrain entrance on the north side of the building adjacent the park. Open art and sculpture galleries are accommodated around the theaters and the hotel lobby. This level is approximately 24,140 GSF. Mzl The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Mezzanine Retail Floor Plan Storage Mechanfcal Men Wo mert "' O£tfce Office Storage Mechanfcal Men Wo mert s.µ eo. 00 f ■ r Mezzenlne �,i�y •• Gellwy if • • • Opert fo f■ below ppeo to below • r • Opon fo below OW 0 4 e Isar Mezzanine Level Upper levels of the theaters and bowling center are accessed from the mezzanine level with additional gallery space around the theaters. Large areas are open to the level below, creating a stimulating environment. This floor is accessed by public stairs and elevators on the north and south sides of the building, a grand staircase from the lobby and by connection to the Chauncey Swan Parking Ramp. This level is approximately 19,406 GSF. 25 - o • The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Third Floor Commercial Office Plan III I I t#-I LQ � ._ � 0 1 B I6 q. Level Three This level is class A office space. Large windows on all sides will fill the office with natural light. This floor plan layout identifies the opportunities for the floors to be subdivided. This level has have approximately 18,000 NSF (19,800 GSF) 26 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Four - Fifth Commercial Office Floor Plans r� v� ►7 v � a ro Fr Levels Four through Five These levels are class A office spaces. Large windows on all sides will fill the offices with natural light. This floor plan layout provides the flexibility for single tenant useage. These levels each have approximately 18,000 NSF (19,800 GSF) 48 27 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa M Sixth Level Hotel Floor Plan Room Room Room Room Room Room Room I 607 606 605 604 603 602 601 p i 550 SF 550 SF 550 SF 550 SF 550 SF , 550 SF 550 SF I Room 608 550 3F Room 609 Li0o5F Mesh. 77 Lobby an/emnue Fit. ess Cen[er' ;oungy ; a , { ,fey �• „_, , S a Roof Patio Garden FM M 6 4 a ion Level Six One (1) hotel suite and eight (8) hotel studios with balconies are located on level six. Afitness center, laundry, lounge and roof garden are available to hotel guests and building residents on this level. P&I The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Seventh - Eiahth Hotel Floor Plans a� Pn ✓ax Pmaw Pnwp WxonY BmvcnY .1 Bueur r Room Room Room Room Roam Room Room n,. 7071807 7061806 705/805 7041804 7031803 7821802 7011801 550 SF 5505F 550 SF 5505E 5505£ 550 SF 5505F Lobby C StoF 0MO AOOm Room Aoom Room 708/808 710/8 10 711/811 712/812 7131813 • p• SSO SF 5505£ 5505E 3505E 5505E I wv. ✓r ✓air �,✓,rc m Fao-om uro�r e�xonr Roam 709/809 i.5oo SF 5, i a P~ %�R Levels Seven and Eight Levels seven and eight have a total of twenty six (26) hotel suites and studios with balconies. 29 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Ninth Residential Floor Plan .r:M Unrt Unit Unit Unit unit Unit unit e.� 997 906 965 904 903 902 901 �n1 SSO SF 5505F 5505F 550 SF 5W SF Md)SF 3303E 11 (jlf flvn Lobby lnercarcs oAtanN 5 S50 Z divkh� .S SF each jw FI 11..1 Ninth Floor The ninth floor is the first residential floor with 13 studio and one bedroom condominiums. a 30 W Unit 9?2 Unif 943 ���� aso Sr 6695E Q� ■ jw FI 11..1 Ninth Floor The ninth floor is the first residential floor with 13 studio and one bedroom condominiums. a 30 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Tenth - Sixteenth Residential Floor Plans 11503, Roo! Units Units Below IWf, 1101, 0101, 1301. ]002, 5102, 1201 1301 IW1503. u0t, 1501, 160] 1102, 1505, ]501 3 1.6505F 1,1003E i ■ ■ Units units $tOY. 1004 1155, 1205, 1505, 1Wi, 1101. 12d, 1001, 1205. 1505. 1605 164 ]502,1602 Lobby 1.650 5F 1.1005F Em. ■ f �� oe¢wiv wimnr l - units 005. 1106, 1205 r 1306,]104 . 15061606 005E Roo/ below 1 I� I �I rr Y� NOW c a e IOR Tenth - Sixteen Floors Levels 10 -16 are residential floors with a mixture of one and two bedroom condominiums. These floors have six (6) units per floor as designed. The units are set up on a 550 SF module that will allow them to reduce or increase in size to respond to market demands. 31 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Seventeenth - Eiahteenth Residential Floor Plans Roof ❑nits Vnits Below 1101. 1001 1703.1603 1.6505F T.f005F -• ® 1 • - • units W $�!. 1705,1505 I, 610 5F Lobby __ • Roof Below urt »s 1101, f00] 1,i006F U.41 f701. 1509 ►I 1.1� ►7 fl • • NR Seventeenth - Eighteenth Floors Levels 17 & 18 have a mixture of one and two bedroom condominiums. These floors have five (5) units per floor as designed but, as with levels 10- 16, the size may be modified. A roof garden is accessed from level 17. 32 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Nineteenth & Twentieth Residential Floor Plans m.& a Roof unit unit Below MI 903 ZM SF 3,Y90 SF An w ♦ox.eme nnere Aror ion.ro.r -e Lobby teneene m 1-4-1e unit .ewv anovv tfRlt3 'ex 1903 "MO SF 2,050 SF xww ®ego« .ero• meow I Nineteenth Floor ® Y ~ F fiR Twentieth Floor Nineteenth and Twentieth Floors These floors provide four, two bedroom, two story residential penthouse units 49 33 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Conceptual Square Footages The conceptual building areas are as follows: Basement Floor - Parking 24,086 SF First Floor- Retail 24,140 SF Second Floor /Mezzanine - Retail 19,406 SF Floors Three thru Five - Commercial Class A Office Space 59,400 SF Three Floors 3 @ 18,000 NSF Floors Six thru Eight — Hotel Units 33,750 SF Hotel Suites 3 @ 1,100 NSF Hotel Studios 32 @ 550 NSF Floors Nine thru Twenty — Residential Units 122,550 SF One Bedroom 12 @ 550 NSF One Bedroom 35 @ 1,100 NSF One Bedroom 18 @ 1,650 NSF Two Bedroom with Loft 1 @ 1,500 NSF Two Bedrooms with Loft 2 @ 2,050 NSF Two Bedrooms with Loft 1 @ 2,600 NSF Total Building Gross Square Feet 283,332 SF RLI The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa 9. Narrative describing the proposer's plan for construction and financing of the Project. This should include: a. organization and management approach to the Project; The Developer (The Chauncey, L.L.C.) The Design Professional (Rohrbach Associates PC) and the General Contractor (McComas - Lacina Construction, L.C.) have worked closely together to create an urban, downtown - density building. We are committed to excellence in design, materials, management and urban uses to create a dynamic facility. We will utilize the same organization and management as was used with the Plaza Towers project. The developer has been, and will continueto be, intimately involved with decisions regarding configuration of all areas (common areas, retail, office, hotel and residential), uses that will be represented in the building, layout of residential units, drafting of the horizontal property regime in a manner that maximizes the potential of the building and synergy between the mixed uses, and marketing of the building. moengroup will manage the building when complete. b. general schedule for completion of the Project following property acquisition; Schedule Activity Months 112 13 4 15 16 17 18 19 110111112 13114115116117118119120121 22123124125126127128129130 31132133134135136137138139 49 Property Acquisition Design GMP Pricing Construction Docs. Package 1 -Site Prep /Foundations Package 2 - Structure /Shell Package 3 - Finish Mid America Relocation son Construction Building Demolition Site /Foundations /Structure Shell /Residential Floor Finish First /Mezzanine Floor Finish 97' 1911 The Chauncey, L.L.C. Iowa City, Iowa .km'-4� "__ - e College St. I Gilbert St Northeast Corner Project c. plan for including or not including the MidAmerican Energy property in the Project. The development team has reviewed the proposed project site and the potential connection to the Chauncey Swan Parking Ramp and has concluded that the MidAmerican Energy property is a required component to the success of the Project. d. description of a general financing plan, preliminary pro forma including anticipated and /or potential financing sources. The preliminary project budget is $53,830,350. The preliminary pro- forma, cost and potential financing sources are set forth in the spread sheets below: THE CHAUNCEY 20 Story mixed use development Cost & Source of funds Site acquisition Construction Cost b.c,.t n.mb.1 p.,d.e by m: 1 Architectural and consultant fees $50,040,000 Survey printing soil testing construction testing $100,000 essential appliances, window treatments and furnishings $1,107,000 insurance during construction $20,000 Construction Interest $2,563,350 TOTAL $53,830,350 SOURCE OF FUNDS equity and borrowed funds $40,380,350 gap (Tax Increment Funding requested) $13,450,000 THE CHAUNCEY 20 Story mixed use development PRELIMINARY PRO -FORMA INCOME COMMERCIAL RENTS $3,751,969 RESIDENTIAL RENTS $1,992,000 TOTAL GROSS RENT $3,743,969 EXPENSE MAINTENANCE, REPAIRS, UTILITIES, INSURANCE, SERVICE CONTRACTS, etc (not passed through to tenants through to tenants) $327,871 PROPERTY TAXES (not passed through to tenants) $654,100 TOTAL non -pass through expenses $981,971 NOI $2,761,998 PROPERTY TAX PROJECTIONS OF COMPLETED PROJECT Commercial Property Taxes $647,040 Residential (including hotel) Property Taxes $654,100 TOTAL PROPERTY TAXES $1,301,140 1911 The Chauncey, L.L.C. Iowa City, Iowa College St. I Gilbert St Northeast Corner Project e. copies of any letters of intent from prospective purchasers and/ or tenants. 1. FilmScene will lease theater components Letter of Intent - FilmScene Pg. 38 Support Letter - The University of Iowa Pg. 39 2. Rohrbach Associates will purchase one floor of office space (approximately 18,000 SF) and will move its office to this office level. Letter of Intent - Rohrbach Associates PC Pg. 40 Financing of RAPC - Midwest One Bank Pg. 41 RONRRACM ASSOCIATES PC A R c e i i e c. s 3. Developer will construct a functioning 12 lane, two level bowling center Bowling Market Survey* Pg .42 * Key elements of the market study are attached. The entire 77 page report is available upon request. A ? 37 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Letter of Intent - FilmScene 1410 GRANT CT. IOWA CITY, IA 54440 319 - 541 -5443 WWW ICFILMSCENE ORG September 17, 2012 Mr. Marc B. Moen The Chauncey, LLC 221 E. College Street Suite 300 Iowa City, Iowa 52240 RE: LETTER OF INTENT to lease space at The Chauncey Dear Marc, This will confirm that FilmScene has worked with the development and design team on The Chauncey from the beginning of site selection and through the initial design process of The Chauncey. FilmScene Board of Directors, by unanimous vote, committed to be part of The Chauncey development proposal. Please let this letter serve as proof of our intent to lease theater, theater lobby and shared common space in the proposed "The Chauncey" development. The space devoted exclusively to FilmScene under the current building program is 6,886 square feet, not including building lobby and shared common areas on both the first and mezzanine floors. Of that 3,734 square feet is devoted to the two theaters which are both two stories in height. These square footages and configurations may be adjusted as the design is finalized to meet our needs. Upon acceptance of The Chauncey, L.L.C. proposal by the City of Iowa City to develop the site, FilmScene intends to negotiate final lease terms with The Chauncey, L.L.C. Thank you for your commitment to working with FilmScene on this exciting project in downtown Iowa City. Please contact the undersigned if you need any additional information. Sincerely, FilmScene awi�- {—�- BY. Andy Brodie TITLE: FilmScene Co- Founder FILMSCENE IS A NONPROFIT ORGANIZATION DEDICATED TO ENHANCING THE CULTURAL VITALITY OF THE IOWA CITY AREA THROUGH THE PRESENTATION AND DISCUSSION OF FILM AS AN ART FORM. Al 191.1 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Letter of Support - The University of Iowa L,; Ti- ll111' UNIVERSITY OF IOWA MEMORANDUM To: Marc Moen From; Tom Rocklin and Douglas Tr], Re: Your Development Proposal on Gilbert Street Date: September 18, 2012 Office of the 5enier Vlee President and Treasurer 305 �esvp hall Imva Ny, lowe 52242 -1336 3[A31z33 -a Fv 319- 353-1069 You have shared with us some of your thinking about a building project located neat the downtown and UI campus that could have elements benefiting students. In particular we discussed connections with student entertaitwiem vrd academic interests with cinema and lire arts as a concept that could be mutually beneficial, 'Toward that end we introduced you to those within the College of Liberal Arts and Sciences who could provide the best insight about academic interests as well as those within the Division of Student Life that are engaged with students outside Ike classroom. Ifyour group is selected as the developer, we can continue our discussions on the cinema components and how UI students may be involved. We look forward to further considerations of ideas where private development and University interests may coincide. Thanks for your continuing interest and engagement. cc: David Kieft 49 1«] The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Letter of Intent - Rohrbach Associates PC r? ROHRBACH ASSOCIATES PC T R C H I T F C T 5 September 12, 2012 Marc B. Moen The Chauncey, LLC 222 South Linn Street Iowa City, Iowa 52240 RE: The Chauncey Development Marc: Please let this letter serve as our `letter of intent' to purchase one full floor (approximately 18,000 SF) of Class A office space in the proposed new "The Chauncey" development. Further it is our intent to move our offices onto that floor once the project is complete and lease the balance of the floor to a new leased tenant. Upon acceptance of The Chauncey L.L.C. proposal to build this project by the City of Iowa City, an L.L.C. will be created to purchase the property. That L.L.C. will than lease the space to Rohrbach Associates PC for their architectural practice. We have attached a letter of intent from Midwest One bank for assistance with the financing of our project. Please let us know if you need additional information. Sincerely, h Associates PC Sohrbach AIA IS Commerce Center 325 E W.,hmgtan Suite 400 P.O. Box 2238 I. City, IA 522442238 V;319.338.9011 Fox: 319.338.9872 40 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Financial of RAPC - MidWestOne Bank tom, September 25, 2012 Mr. Steven A. Rohrbach Rohrbach Associates, PC 325 E. Washington Street Suite 400 P.O. Boa 2238 Iowa City, IA 52244 -2258 RE: The Chauncey Development Dear Steve Please let this letter serve as Midwest ONE Bank's IMWO) "letterof intent" to finance the purchase of one full floor of office spare in the proposed new "The Chauncey" development jprojectl. This "letter of intent" is subject to MWO Loan Committee approval. MWO has reviewed the project with a real interest in moving forward with a formal financing agreement. MWO understands it is your intention to establish a LL C. to purchase the property with the intent of Rohrbach Associates PC renting a portion of the space with the balance to be leased. Please let me know if you Officer any additional information. www.mich restone-.Cam ° (SOS)) 2=47 -4418 49 mria Member FDIC Pl7 51 l The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Bowling Survey Bowling Center Survey Prepared For: The Chauncey, L.L.C. Iowa City, Iowa Prepared By: Bill Kratzenberg Bowling Services, Inc. September 7, 2012 F] 514 The Chauncey, L.L.C. Iowa City, Iowa Prepared for The Chauncey, L.L.C. September 7, 2012 OBJECTIVE College St. I Gilbert St Northeast Corner Project Bowling Services, Inc. William Kratzenberg Marc Moen of The Chauncey, L.L.C, requested a market survey and financial forecast for the purpose of including bowling lanes within a development project in downtown Iowa City. This proposed development is a high rise building providing bowling, two theatres, education /conference space, retail outlets, offices, and condominiums. The city is requesting proposals for the development of this land which is currently unoccupied and unattractive. The project being proposed is designed to provide the city with downtown attractions as well as meeting some needs of the University. A survey of the University of Iowa students indicated that bowling was the most requested activity not offered on the campus. This project addresses the student's request, the need of the community for theatres, plus educational and conference space. With the sale of this property, the city will benefit by creating an ongoing income stream from real estate taxes, improving the site and providing additional services to the community. The survey is to determine the feasibility for the bowling portion of the project and to provide for the recommended number of lanes and activities to be included. vdge 9' �L i, Iowa 5 91 The Chauncey, L.L.C. Iowa City, Iowa College St. I Gilbert St Northeast Corner Project Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg BUSINESS SUMMARY • The survey is positive for the construction of a Bowling Entertainment Center with 12 lanes, food service, a sports observation bar, and party /meeting rooms. • All demographics are positive to support the recommendation of this study. • There are no modern bowling centers in the defined market. • The population to lane ratio is more than adequate to support the recommendation of this study. • The site will fully impact the market and will support a Bowling Entertainment Center. • The location in the downtown area expands the opportunities beyond the primary draw area because of the additional attractions offered. • This center will offer equipment features unique in the market area. • The continued population growth in the area will increase the potential for this center. • The financial projections provide adequate cash flow to support investment in this project. 371 Pa g Al Iowa City, Iowa 01 The Chauncey, L.L.C. Iowa City, Iowa Prepared for The Chauncey, L.L.C. September 7, 2012 MARKET /SITE INFORMATION College St. I Gilbert St Northeast Corner Project Bowling Services, Inc. William Kratzenberg The primary trade area as defined by SMA is over 455,000 people, with over 1,000,000 visitors per year and is one of the strongest hotel markets in the state. The site for this project will be in downtown Iowa City, close to the campus of Iowa University. The major employers are the University and the Iowa Medical center, which includes Veterans Hospital, University of Iowa Hospital, and clinics. Iowa City is strategically located in the center of the largest population region in the state attracting workers from a 60 mile radius. There are 66,537 employees in 4,246 businesses within the determined 10 mile draw area of the site. The list of the largest employers reflects 10 companies employing 500 - 1,000, 7 companies employing 1,000- 2,000 and 2 with more than 2,000. The largest employers are Iowa University and University Health Care with over 26,277 employees. The redevelopment of the land currently owned by the city will be adding some needed services for the city and students, as well as a tax revenue base for the city. In addition, the development proposal being submitted will dramatically improve the appearance to the area. Employer Number of Employees University of Iowa 18,486 University of Iowa Hospital and Clinics 7,791 Iowa City Community Sc 1,676 Veterans Hospital Administration 1,351 Mercy Iowa City 1,266 ACT, Inc. 1,254 Pearson Educational Measurement 1,200 Hy -Vee 1,166 City of Iowa City 1,140 Systems Unlimited 838 401 Pa g 49 Iowa City, Iowa i:�7 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg 491 Page D DEMOGRAPHICS The demographic data utilized in this study was obtained from STDB, an independent company providing statistical information. Studies obtained from STDB are based on the most current information available regarding the specific sites within the market. This data source is considered the most reliable and consistent information available from which to make qualified recommendations, therefore it is the primary information used in developing the conclusions of this report. Population, employment and other demographic information was obtained and reviewed from the Chamber of Commerce, Iowa City Development Group and Community Development department; however this information is not specific to the site but helpful in understanding the area. A copy of the STDB report is included in this report. The demographic data for this site is compared to the demographics of other successful family recreation centers recently constructed. Iowa City, Iowa Ell The Chauncey, L.L.C. Iowa City, Iowa Prepared for The Chauncey, L.L.C. September 7, 2012 Demographic Analysis College St. I Gilbert St Northeast Corner Project Bowling Services, Inc. William Kratzenberg H uniber ai lance Iowa City ITMile Radius 12 Mi hN t 10-Mile Radi us 12 Midwest IMile Radius 16 Midwest 15-Mie Radus 24 Current Population 120,067 39.949 82798 W. 043 • Change since 19% 37.2 12.3 (5.6) 10.4 • Projected 5 year change 9.2 12.8 2.0 3.6 Per year growth 1.85 2.6 0.4 9.8 C Househdds 48,915 15,364 35,999 38,310 Average Aqe 29.8 35.6 32.1 32.2 Average H ousehold l neon 65,755 72.490 38,384 57.5T7 % llnder315,001/ 13.1 8.6 28.6 6.7 NErrplgeesin Drawarea 66,527 14,705 27,690 46,711 N Employers 4,246 1,292 2,130 2,826 Effective Population 112,059 36,513 59,117 82,144 Hunter of effective lanes 36 12 16 fi0 Population to lane ratio 3,137 3,042 3,694 1,369 All economic indicators in the defined market reflect positive comparisons. The area has obviously experienced solid growth. Income and population to lane ratio compares favorably to other surveys and support the construction of a bowling recreation facility. The incomes clearly indicate the availability of disposable income for entertainment and recreation expenditures Attached is an analysis of the impact of the college students on the demographic profile of the market relative to population and household income levels. Of the demographic information from this special report two factors are most important; one is the 11,000 students included in the general population with very low income thus reducing the average household income levels; secondly, the estimated student population included represents an estimated 36% of the total student population of 30,294. These additional 20,000 students are not included in the population data but are presently living and spending dollars in the community. This is reflected in the higher than normal (15.1 %) of low household incomes under $15,000. For the purposes of this report the analysis and ratios developed are conservative and understating the actual population in the market. It is impossible to calculate the amount of money brought into the market by the additional subsidies provided to the students which would also escalate the level of household incomes. 501 Pa g Iowa City, Iowa E VA The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg John Millar, who has spent part of his career assessing "university- dominated college towns," says Iowa City's young adults represent an annual hidden economy of more than $100 million. A strategic assessment conducted by Virginia -based Divans Real Estate Inc. and presented to the Iowa City Council, stated the $105 million in hidden economy could support roughly 270,000 square feet of retail property. The report also states about 11,000 18- to 24- year -old University of Iowa students are counted in the U.S. Census as households with little or no income. The report states that the result is a "corruption" of the average household income as the average student spends about $3,500 on shopping center goods per year. Millar mentioned a stark contrast between the average household income of in -state University of Iowa students & families averaging about $70,000 in annual household income and Illinois families - primarily from western Chicago suburbs - coming in at almost $120,000 annually. "Once you consider the family household income, I was surprised by the affluence," Millar said. The city commissioned the study in June to try to determine a more accurate picture of the area's average household income as an incentive for potential business owners who might consider locating in the downtown Iowa City area. Iowa City Economic Planning Director Wendy Ford said the study, prepared for Iowa City and the University of Iowa, which split the $50,000 bill, involved a community survey of more than 3,500 respondents who were asked about what kinds of businesses they would like to see in the downtown area. The "tremendous sample" of respondents to the survey identified an interest in seeing new businesses in the downtown and Riverfront Crossings District in the form of a movie theater, bakeries or women's apparel stores. Only 25 percent of respondents addressed an interest in national restaurants. Millar also noted Iowa City's local business push for the Self- Supported Municipal Improvement District as the perfect driver for encouraging new businesses to the area. With the "huge gap" of student - reported income removed, Millar said Iowa City's average annual household income within a 1 -mile radius of downtown is about $92,000. 511 Pa g Iowa City, Iowa 48 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg With students included, the average drops to about $44,000. The 5 -mile radius shows an average of $93,000 annually without the students included versus $65,000 with the students with the average maintaining a similar trend up to the 20 -mile radius. Other large economic drivers in the community addressed by the study included the University of Iowa Hospitals and Clinics and college sporting events with 51,000 visitors to Johnson County per Hawkeye football game and roughly $100 million added to the economy for a seven home game season. 521 Pa g Iowa City, Iowa CG] The Chauncey, L.L.C. Iowa City, Iowa Prepared for The Chauncey, L.L.C. September 7, 2012 Impact on Draw Area College St. I Gilbert St Northeast Corner Project Bowling Sendces, Inc. William Kratzenberg Center # Lanes Dstanee from Site Rating (1 -1g) % Impact # Effedwe lanes New Site 12 0.0 10.0 100 12 Colonial 24 40 50 100 24 Total 36 36 When measuring the impact existing bowling centers have on a new center site, consideration is given to the distance between the new center site and the existing centers, the services offered, location within the draw area, condition of the equipment, convenience of parking, and location. 531 Pa ge 49 :19.99 �io�i co..oa B-11 IIA l0 6 pen4i.' u ��a Ica 1 Fig 23 KIU'5 GAME 7 .. Brwrswkk .� ; I 8rurtawick .. MOM cosw�cmwerr wn O COSMIC OR cosmic OR NON- COSMIC BOWLING' `YVom •o.'I. � NON - COSMIC 60WLING Bnnuwkll Bmnswick Brunswick Brunswkk Iowa City, Iowa 6161 The Chauncey, L.L.C. Iowa City, Iowa Prepared for The Chauncey, L.L.C. September 7, 2012 Population to Lane Ratio College St. I Gilbert St Northeast Corner Project Bowling Services, Inc. William Kratzenberg When measuring the impact existing bowling centers have on a new center site, consideration is given to the distance between the new center site and the existing centers, the services offered, condition of the equipment, convenience of parking, and location. One of the most important measurable factors in determining the feasibility for a Bowling Recreation Center is the ratio of the effective population to the number of effective lanes within the defined market of the proposed site. The 2010 population in the 10 -mile radius of the proposed site is 120,067, which will grow to 128,952 by 2014, based on a projected growth rate of 1.85% per year. The effective population is reduced by the population with incomes of less than $15,000, which is 15.1 %. The effective population will be 112,059 after making the adjustment for low incomes. With 36 effective lanes, which include the recommended 12 lanes, the population to lane ratio is 3,137 to one. A ratio of 2,000 to one is recommended for this market. If the student population of 20,000 that is not included in the population, the ratio would elevate to 3,668 to one. This is a market that is clearly under - serving the bowling community. If this project was built to meet the bowling potential of the market it could be 32 lanes rather than the recommended 12 lanes. The addition of this center will have no impact on the existing center based on its location and business plan to attract group business, company outings, student activities and birthday party programs. 541 Pa g i • 1 1 � • 1 I • s Iowa City, Iowa 51 The Chauncey, L.L.C. Iowa City, Iowa Prepared for The Chauncey, L.L.C. September 7, 2012 William M. Kratzenberg 5442 Gallery Court Atlanta, Georgia 30338 Experience College St. I Gilbert St Northeast Corner Project Bowling Services, Inc. William Kratzenberg Phone: 770.394.0285 Cell: 770.329.8233 4197 — Present Consultant Consultant to Bowling Industry. Clients include Brunswick Corporation and various bowling proprietors most listed on web site www.bowlingservicesinc.com. Proprietor of 24 lane center, active participant in MUBIG (organization of chain operators), served four years on Board of Directors of Bowling Proprietors Association and remain on committees for member benefits and education and training. 12192 -4197 Managing Partner, American Recreation Centers, Sacramento, California 13 bowling centers acquired and operated for joint venture partnership with American Recreation Centers, a publicly traded company. 11191 —12/92 President, Louisiana Recreation, Inc. Purchased and operated three bowling centers. 2190-10192 Senior Vice - President, AMF Bowling Centers, Atlanta, Georgia Responsible for $53,000,000 sales, 2,500 employees. Operating Cash Flow 32.7 %. Responsible for Marketing, Personnel, Service and Construction Departments and Food and Beverage operations. 3182-1190 Vice - President / Director of Operations, All American Bowling Corporation, Atlanta, Georgia Responsible for bowling and food service business. Annual sales: $25,000,000. Profit improvement on existing business 41.2% in three years. Total Company profits grown 138.2 %. Responsible for Operations, Marketing, Personnel and Service departments. 681 Pa g Iowa City, Iowa 6% The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg 2179-2182 Director of Operations, Brunswick Corporation, Skokie, Illinois Responsible for marketing and the operation of 250 company -owned bowling centers with 6,000 employees. Annual sales exceeded $120,000,000. Direct responsibility of Regional Managers, Director of Marketing Services and National Food and Beverage Manager. Reported to Division President. 3175-1178 International Regional Manager, Brunswick Corporation, Skokie, Illinois Supervision of six District Managers with responsibility for 52 bowling center operations in the U.S., Canada and Europe. Annual sales: $19,000,000. 1,800 employees. Achieved best R.O.S. of four regions. 2173 to 2175 District Manager, Brunswick Corporation, Charlotte, North Carolina Supervision of 11 bowling center managers. Annual sales: $4,000,000. 275 employees. Won the Divisions President's Award for the greatest profit improvement of 25 districts in the company. 1171 to 1173 National Merchandise Manager, Brunswick Corporation Development of marketing programs for product sales in bowling centers. Responsible for sales promotion, advertising programs, point of sale materials, product selection, production scheduling and inventory control. Supervised in -plant vending operations. Annual sales: $1,200,000. R.O.S. 14% 1168 to 12170 Management Contract Representative, Brunswick Corporation Developed the program structure and marketing concept to sell contract management services to investors. 9165 to 12167 Project Manager, Brunswick Corporation Acquired bowling centers for company operation, negotiated leases and performed market and site evaluations to determine profit potential. 10164 to 8165 Market Development Manager, Brunswick Corporation Developed marketing programs for bowling proprietors to improve the profitability of their business. 691 Iowa City, Iowa F-14 69 The Chauncey, L.L.C. Iowa City, Iowa College St. I Gilbert St Northeast Corner Project Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg 8160 to 9164 Sales Representative — Bowling Division, Brunswick Corporation Annual sales $700,000 to $1,000,000 6154 to 7160 Route Salesman, Jays Foods, Chicago, Illinois Sale of snack products to retail outlets; servicing accounts and new market sales responsibilities. 701 Pa g Education University of Cincinnati Graduated in 1960, Marketing, BBA University of Wisconsin — Product Manager Seminar — International Marketing Seminar — Sales Management Seminar Brunswick Advanced Management Programs — Role of the General Manager — Utilization of Human Resources — World -Wide Marketing Harvard Graduate School Strategic Marketing Management Iowa City, Iowa (.,I The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Prepared for The Chauncey, L.L.C. Bowling Services, Inc. September 7, 2012 William Kratzenberg Bowling Industry Activities Bowling Proprietors' Association 2002 — Current Board of Directors Member National Bowling Council 1986-1992 • Marketing Committee • Education Training Committee • Senior Bowling Committee Bowling Proprietors Association 1982-2001 • Chain Committee • Senior Bowling Committee Chairman • Long Range Planning Committee • Strategic Committee • Standards Committee Chairman • Single Membership Multi -Unit Bowling Information Group 1978 —2002 • President • Vice President • Treasurer Director Chicago land BPAA 1978-1980 Brunswick Corporation 1960-1982 All American Bowling Corporation 1982-1990 AMF Bowling 1990-1992 MidAmerica /Red Carpet 1994-1997 Industry Consultant 1997 — Present • Competitive Surveys • Pricing Review • Operation Overview • Financial Analysis • Market Studies • Marketing Planning • Business Plans 711 Pa g 49 Centers Supervised 256 47 70 13 Iowa City, Iowa 6'1•.'1 The Chauncey, L.L.C. Iowa City, Iowa . Val Al r I I I College St. I Gilbert St Northeast Corner Project f. description of the marketing approach to secure purchasers or tenants. The commericial uses at The Chauncey will be attractive to potential office users and residents. Marketing has already begun: RETAIL /COMMERCIAL LEVELS: • 2 screen Cinema: commitment received from FilmScene (http: / /www.icfilmscene.org /) • 2 story 12 lane bowling center: The Chauncey, L.L.C. has committed to building a bowling center. Market survey objective and business survey is attached. (Entire 77 page document is available. Movie theater and bowling alleys rank very high on what consumers want downtown as determined by the Downtown Iowa City Strategic Assessment completed by Divaris Retail Estate in 2011. This is true of all consumer groups surveyed (University of Iowa Students; University of Iowa Faculty and Staff,- and Iowa City /Johnson County Residents. OFFICE LEVELS: • Office Space: 54,000 NSF of class "A" of office space is proposed. • Commitment received for one third (1/3) of the total office space. The Downtown Iowa City Market Niche Analysis commissioned by the City of Iowa City and completed by Marketek in 2007 concluded that downtown Iowa City has the potential to capture 50,457 SF of new office space per year from 2004 to 2014. The Marketek report also concluded that a passive approach to downtown office development, however, would likely result in the achievement of only a fraction of its estimated potential." No Class A office space has been added downtown since the Marketek report was completed. To capture new office users office space must be developed proactively HOTEL LEVELS: • Developer is consulting with Davidson Hotels and Resorts (http: / /www.davidsonhotels.com) regarding guest room layout and operation of the hotel.Davidson manages Sheraton Iowa City Hotel and hotelVetro, both of which are successful. Davidson Hotels and Resorts is the preferred operator of the hotel at The Chauncey. 6% The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa —t There is demand for well located, well managed, quality properties downtown evidenced by: • Consistent 100% occupancy and continued strong sales at Plaza Towers • Long term lease of second level class A office space at 118 E College Street (currently under construction) • Strong pre - construction commercial andresidential sales at Park @201 (currently under construction) • Serious requests from numerous prospective tenants and buyers (commercial and residential) requesting detailed information on pre -sales and pre- leasing on downtown projects. g. The proposed purchase price and the explanation of the purchase price for the Project property. Fair Market Value should be determined by an appraisal which factors in the restrictions on the uses within the new development. h. The proposed amount and description of gap financing assistance for the Project. Gap financing in the form of Tax Increment Financing JIF) will be requested. Based on preliminary cost and proformas, the amount requested will be $13,450,000. The projected increase in property taxes of the completed project is over $1.3M annually. See spread sheet below. THE CHAUNCEY 20 Story mixed use development Cost & Source of funds Site acquisition Construction Cost c1d91111,11P wdmw 91mm r11�11 $50,040,000 Architectural and consultant fees Survey printing $100,000 soil testing construction testing essential appliances, window treatments and furnishings $1,107,000 insurance during construction $20,000 Construction interest $2,563,350 TOTAL $53,830,350 SOURCE OF FUNDS equity and borrowed funds $40,380,350 gap (Tax Increment Funding requested) $13,450,000 WA The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa 90. A statement relative to whether any of the principals, development entities, or members of the development team have ever been indicted for or convicted of a felony, and a description of any and all litigation involving the principals, development entities, or members of the development team during the past five years (Complete Exhibit "B "). None of the principals, development entities, or members of the development team have ever been indicted for or convicted of a felony. The only litigation involving the principals, development entities, or members of the development team during the past five years is set forth in Exhibit "B" below. EXHIBIT "B" LISTING OF LAWSUITS OR LITIGATION WITHIN THE PAST FIVE YEARS Lawsuit or Litigation 1. McComas - Lacina Construction, L.C. v. TLD -WT, L.L.C., et al. — Johnson County No. EQCV073009 and TLD -WT, L.L.C. v. McComas - Lacina Construction, L.C., Johnson County No. LACV072976. Status or Outcome 1. This litigation was filed after a mechanic's lien was filed by McComas - Lacina Construction, L.C. in the amount of $160,906.24, plus interest, by virtue of the failure of TLD -WT, L.L.C. to make payment on the construction obligation for construction of the building at 2225 Mormon Trek Blvd., Iowa City, Iowa. Both of these lawsuits, which have been combined for trial purposes, are still pending. Comments 1. An exhibit attached to the petition in the action in which TLD -WT, L.L.C. is the Plaintiff, a letter from Neumann Monson Architects dated March 4, 2010, indicated that "maybe $7,500" would be a sufficient amount for the owner of that project to withhold from McComas - Lacina Construction, L.C. It is felt that the position of TLD -WT, L.L.C. in both of these lawsuits is without merit. 49 58 The Chauncey, L.L.C. Iowa City, Iowa f� Illy K�.A CI]-SNMF.It f +.W C.S 1 dl Al E 1w1E Iowa City Area Dmlopmarn Group tnrxo.o���ry r.oe�rr��i „�s e�.nnx�eo�Na u�acea. THE UNIVERSITY OF IOWA Hills Bank and Trust Company CEDAR KARDS TTRRI. SII People you can bank on.' "r MERCY Ir IOWA CITY PROM CORALVILLE D College St. I Gilbert St Northeast Corner Project 11. References from financial institutions, city governments, and community organizations that will permit the City to verify the capabilities of the proposer. 1. Reference Letter - Iowa City Chamber of Commerce pg, 60 2. Reference Letter- Iowa City Area Development Group pg. 61 3. Reference Letter - The University of Iowa 4. Reference Letter- BBSSI 5. Reference Letter - U of I Community Credit Union 6. Reference Letter - Hills Bank and Trust 7. Reference Letter - Evergreen Capital 8. Reference Letter - Iowa City Coralville Area CVB 9. Reference Letter - Cedar Rapids Bank & Trust 10. Reference Letter - Mercy Hospital - Iowa City 11. Reference Letter - The City of Coralville pg 62 pg. 63 pg. 64 pg. 65 pg. 66 pg 67 pg 68 pg 69 pg 70 We The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - Iowa City Chamber of Commerce September 25, 2012 City of Iowa City ATTN[ Tom Markus, City Manager 410 E, Washington Street Iowa City, IA 52240 Dear Mr. Markus, TA AREA CHAMBER ��� OF COMMh:RCF. On behalf of the Iowa City Area Chamber of Commerce, please accept this reference for moengroup. Marc Moen and his partners have significantly improved Iowa city's financial standing. The Vogel House, Winteway Building, and Plaza Towers projects have increased the Iowa City tax base and attracted non - student residents and office workers who support downtown retailers. moengroup projects have enhanced the city's dynamism. Their contemporary architecture, interlaced with our beautiful historical structures, creates an urban environment that appeals to the knowledge workers who are critical to our economy. Moan's buildings also include more subtle notable attributes They represent a vision that demonstrates our potential_ Change is uncomfortable for some people, but initial resistance to moengroup projects is frequently followed by not only acceptance, but appreciation. Some of the largest detractors of a moengroup plan have subsequently become joyful inhabitants of the building! A stunning example of moengroup's work, Plaza Towers, is more than a building; it's a community center. The partners in moengroup deliberately included the accoutrements sought by downtown residents: a grocery store, fitness center, fine restaurant, and yoga studio. The moengroup is committed to establishing buildings with 'third spaces," where the community can congregate. These structures provide a place for public discourse that fosters community conversations. The moengroup partners are generous philanthropists who regularly host fundraisers, and contribute liberally to community non - profits, such as Riverside Theatre, the Engled Theatre, the Community Foundation of Johnson County, Iowa City Public Library, Habitat for Humanity, and the United Way of Johnson County. moengroup projects are the envy of many communities. We are grateful that Marc Moen and his partners choose Iowa City as the home for their stunning architecture, and we hope you will continue to support their endeavors . WI warm regards, Nancy Quell t President ED is 325E VVaaingwn Suite 1m lain Ciiy, IA 54240 Telephone. 13191317-9537 Fnc 131913389956 tivww iowacilvalca W In [K6] The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - Iowa City Area Development Group c, Iowa City Area Development Group Extraordinary opportunities in unexpected places. September 12, 2012 City of Iowa City Attention: Tom Markus 410 E. Washington St. Iowa City, IA 52240 It is with great honor that we submit this letter of reference for Rohrbach Associates PC Architects. As one of the prominent Iowa City architects whose work has demonstrably benefitted the landscape of this community and region, the principals of this firm have long supported the views and mission of the Iowa City Area Development Group. Their modern vision for creating unique, inviting spaces with distinctive eye for detail in the structures they have designed has created significant benefit to the area as we work to attract investment, businesses and talent. ICAD is eager to work with the Rohrbach team in marketing the needed office space this project will bring to the city. With the size, location and concept of this project it would be an ideal fit to be featured nationally as part of the Shovel Ready Certification network of site selection consultants and national real estate firms. In closing, we are grateful for the ongoing support Rohrbach Associates has provided to ICAD and the Iowa City Area and trust they would be a valuable partner to the city for this project. Sincerely, Mark Nolte Interim President Iowa City Area Development Group mnolte@iowacityarea.com 325 E. Washington Sheet, Suite 101 Iowa City, IA 52240 319.354.3939 IowaCityArea Development.com [t1il The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Lj THE LIJL' UNIVERSITY OF IOWA September 4, 2012 Rohrbach & Associates 325 E Washington Street Iowa City, Iowa 52240 To whom it may concern, Reference Letter - The University of Iowa FACILITIES MANAGEMENT Planning, Design & Construction This letter is written in reference to Rohrbach & Associates and the design - re[ated work they have provided for the University of Iowa during my 19 years of serving the campus, as a project manager, and now as Director of Planning, Design & Construction. The University of Iowa completes roughly $150M of construction work on an annual basis, in maintaining and improving the campus. All of the design work associated with this construction is managed by University staff, but provided through contracts to State- of-lowa consultants. Rohrbach & Associates have, through their consistent and positive performance, become one of a small group of architecture] firms typically called upon by the University for design services. 1 have come to respect the expertise and input provided by Steve Rohrbach and his staff and they have Consistently answered every difficult challenge we have placed before them- The level of Care by which Rohrbach completes construction documents results in fair and competitive bidding by contractors in the region and issues or errors and omissions are seldom if ever a problem of project delivered by Rohrbach & Associates. The firm is very dedicated to this community and University and their commitment is evident in the hard work they do on behalf of our objectives. I fully endorse Rohrbach & Associates as a turn worthy of consideration for any range of project types, though they have excelled on projects at the University in projects that include research, housing and student services. Regards, Rod Lehne Director Planning, Design & Construction 48 200 winniry &mim nundin8 lmv Q%u 52242 M -335 -1205 Fer319 -335 -1210 w .frcilitir.Wi Cdu I'M The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - BBSSI September 11, 2012 Mr. Marc Moen The Moen Group 221 E. College Street Iowa City, IA 52240 Dear Marc: It is with sincere pleasure that I write you in regard to our experience in working with your team on the Plaza Towers construction financing. At that time, I was the Managing DirectortSVP of BB Syndication Services and negotiated the financing parameters with you on behalf of BBSSI and worked closely with you throughout the whole process. As we both know, this was a complex pmject due to the many moving parts involved between the residential, commercial, and hotel units as well as working with Iowa City staff on their portion of the funding. When we became involved in the project it was relatively late in the game and all the pre -sale and pre -lease requirements had been met. What hadn't boon received was final approval from the City Council as I remember but that was quickly taken care of While the Moen Group and BESS] did a lot of work on this project, d wouldn't have happened without great help from the City of Iowa City, (especially Karen Franklin 8, Eleanor Dilkes). In financing over $256 of projects throughout the U.S. over the years, this one project stands out as a truly collaborative effort that was organized and "shepherded" by the Moen Group to its ultimate success. Perhaps the best part of it all was to be part of making a landmark project possible that undoubtedly will be around for many years complementing all the improvements done to the College Street neighborhood. Please feel free to have anyone who may have questions relative to the working relationship enjoyed by all to call me directly and I will expound further in detail if needed. It admittedly has been a few years since this financing took place but the memory of the cuality of the project and the Moen Group team hasn't faded one bit. Devi W. Dahli Madison, WI (668) 516 -9179 48 f:B1 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - University of Iowa Community Credit Union 319 - 339 -1000 or 500- 397 -3790 • www.uiccu.org Commercial Services P9 Bo. 2246, Iowa City, Iowa 52244 September 14, 2012 City of Iowa City 410 E. Washington Street Iowa City, 1A 52240 -1826 RE: Letter of reference for Marc Moen Dear City of Iowa City, more Mom is a valued member of the University of Iowa Community Credit Union ( UICCU). UICCU has been fortunate to have had the opportunity to finance several commercial real estate loans with Marc, including the plaza Towers and the former Vito's building in downtown Iowa City - Through the real estate projects that he has taken on in downtown Iowa City with the UICCU, Marc has demonstrated his ability to develop premium quality buildings unequaled in the vicinity. My interactions with Marc find him to he prepared, organized and well grounded in his approach to developing new projects. Please do not hesitate to contact me if I can provide further information. Yours truly, Wilson Senior Vice President, Commercial Services 49 BSI The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - Hills Bank Hills Bank and Trost Company 9/07/12 City of Iowa City Attn: Tom Markus, City Manager 410 E. Washington Street Iowa City, IA 52240 Re: Marc Moen Reference Dear Tom, 1009 2nd Street Coralville, IA 52241 319- 351 -8000 I am writing to support and recommend Marc as a project partner with the City of Iowa City- Marc is a responsible, resourceful and energetic individual. I have known Marc since he established personal and family fmancial relationships. with Hills Bank and Trust Company over a decade ago- His experience and record of success, in the real estate and development industry, are proven and he continues to look for opportunities that will enhance our downtown area. Marc has maintained his accounts in an excellent status and is deliberate in making decisions that will be beneficial for the long term. We have worked with him and his partners on a variety of projects and they have all become successful. If an issue happened to arise that challenged his original plan, he has been able to creatively work toward solutions that ultimately deliver success. Based on my experience with him, I would encourage your support for future projects. Sincerely, Brad Langgut Senior Vice. President Hills • Iowa City • Coralville • North Liberty • Ketone • Cedar Rapids • Lisbon • Mount Vernon • Marion • Wellman hillsbank.com 1 -800 -445 -5725 1-1.7 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - Evergreen Capital ^-b evergreen �1 capital September 23, 2012 To whom it may concern: It is with great pleasure that I submit this recommendation for Marc Moen and his dedicated team at the maengroup. You are undoubtedly aware of Marc's successes in the Iowa City area as a commercial developer. During the more than six years that I've worked with Marc I have had the opportunity to work closely with him on one such success — Plaza Towers. € was charged with assisting Marc in obtaining a long term financing solution for Plaza Towers. This proved to be a difficult task due to the uniqueness of the property. with Marc's valuable insight and assistance, we were able to correctly identify a loan structure that would meet his needs while allowing his group the flexibility required to manage the project appropriately. Marrs knowledge of the industry and his professionalism helped to make our working relationship a positive one. Mares projects are always carefully done. He pays particular attention to detail and maintains architectural appeal. Not only are his projects aesthetically pleasing they have a tremendous positive impact on Iowa City's central business district. Thank you for your time and should you have any further question please do not hesitate to contact me. Regards, 7Y,a �l President Evergreen Capital Group, Inc. I VERGRfiL'N (:;119'1': \l. GROUP, INC. 32H ('resccnr St. SC. ('War Rapids, lows 52403 r1=ron[yk vcr- csp.cnm 49 [:11 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - Iowa City Coralville Area Convention & Visitors Bureau September 18, 2012 Tom Markus, City Manager City of Iowa City 410 E Washington St Iowa City, IA 52240 Dear Mr. Markus, The Iowa City /Coralvllle Area CVO is excited and very suppo rrive of redevelopment plans for the former bus depot site at the comer or College Street and Gilbert Street NE. We understand that a team assembled by longtime Iowa City resident and enthusiast, Marc Moen, Is submitting a proposal for this site and want to express both our appreciation and confidence in their abilities to deliver on a shared vision. Marc and his development team of Rohrback and McComas- Lacina have proven time and time again that they have the expertise and resources to deliver on a project the entire community can be proud. They have repeatedly demonstrated their commitment to the Iowa City community by walking most any square block in downtown Iowa City. Each and every project I have seen them take on over the past 12 years has been completed with a new quality standard. This redevelopment site will continue to enhance local quality of life while providing yet another great mixed -use "toy' in the CVB's promotional toy box. Please call me directly at 319.337.6592 If I ran speak further to the Moen Groups qualifications or commitment to our community. Warmre"l r �'d hamberger resident Cc: Marc Moen, Maen Group Wendy Ford, City of Iowa City 908 FirSL Avenue /Hayden Fry Nay, reral, 111,. lova 52241 1 1FLEPMBNE ° 119 337 6592 - 800 283 6592 FACSIMILE - 319 331 9953 MMX.loMa Cltycoralvlllearea.or9 IS A-A The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - Cedar Rapids Bank & Trust CEDAR RAPIDS BANK &r TRUST People you can bank on'"^ September 12, 2012 City of Iowa City ATTN: Tom Markus, City Manager 410 E. Washington Street Iowa City, IA 52240 RE: Marc Moen, Moen Group Mr. Markus: 5001 st Ave NE, Ste 100 . Cedar Rapids, IP.5.4u1 Phone, 310 6622728 5400 Council Street NE Ced. r Rapkls, IA 51407 Phone: 110.743 3555 www.crbt.com Cedar Rapids Bank and Trust financed the Plaza Towers building between September 2006 and January 2010. In 2006, the building was in the process of achieving stabilized occupancy. We found the stabilization process to be in line with our expectations in terms of timing end terms of new leases. Once the project was stabilized, the property had sufficient cash flows to pay operating expenses and service our debt. Marc Moen was responsible for the stabilization process, and the stabilized property operation was consistent with projection we reviewed prior to making the loan. All loan terms and conditions were handled as agreed during the time Cedar Rapids Bank & Trust financed Plaza Towers. Cedar Rapids Bank & Trust is pleased to offer a positive reference for Marc Moen and his group for future development projects. If you have questions, please call me a t (319) 743 — 7159, Member FDIC IS Sincerely, 7ahn Hall Assistant Vice President Commercial Banking 1Y:1 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa "ir MERCY September 17, 2012 Rohrbach Associates PC 325 E. Washington Street Iowa City, IA 522 To Whom It May Concern: Reference Letter - Mercy Hospital - Iowa City Mercy Hosptlnl wro.0 ul.:.�nim r rcxY, vxas3l.s E.mejnamal M.di... Ernaardinam Care. 3193MM.M xw.vmnelmanor l.e We are happy to provide a reference for Rohrbach Associates, a group that we have had a relationship with for over nineteen years. During our leadership over the last twelve years, Steve Rohrbach and his staff members have been involved in programming, planning, design and construction services related to Mercy Hospital, Iowa City capital improvement and new building construction projects. Steve Rohrbach and his team have provided architectural services on over $75 million worth of projects to Mercy Iowa City. The Rohrbach Associates team has proven to be dependable, straightforward and honest. They have served as a positive steward for Mercy, communicating with the City of Iowa City and other surrounding community planning and building committees. Overall, we are trusting in their recommendations and follow - through on our capital projects, One project in particular illustrates their attention to detail and concern for quality. The capital project was to renovate the long- standing convent that represented Mercy's identity for a long time and convert it to an in- patient Hospice Unit. This unit has received very positive patient feedback and has been successful in providing the level of patient care we strive for. We believe that their creativity, hard work, and sensitivity was paramount in making this capital improvement a positive addition to our campus and community. We are pleased to recommend Rohrbach Associates to anyone looking for a very capable architectural fim3 that has, in our opinion, exceeded our expectations. Regards, Glen Winekauf V.P. orproressional mid Support Services 48 l r132MiIlcr Director of Environmental Services We] The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa Reference Letter - City of Coralville Jam_ NVOM C®RALVILI September 18, 2012 Tom Marcus, City of Iowa City 410 E. Washington Street Iowa City, IA 52240 Dear Mr. Marcus, I've had the pleasure of recently working with the architectural and design team at Rohrbach Associates on a public /private partnership construction project. Coralville Center for the Performing Arts and Plaza on 5jh was designed by the Rohrbach team and we have been pleased with the results forthe City. The City owns the Coralville Center for the Performing Arts and has a condominium Interest in the common spaces of the facility. We worked within a very tight space at the comer of 5's Street and 120 Avenue in Coralville which was designated as the footprint for Coratvllle Center for the Performing Arts and Plaza on 5 "'. The design team was creative and responsive in usingthe space to its best maximum ability. The spare is the right mix of elegance and function for our community needs. The team was responsive to staffs review and made suggestions back on how ourspaces could function even better. We made use of every square inch of the building thanks to the design team's efforts. What I was most impressed with in working with Rohrbach Associates was their willingness and responsiveness to provide additional specific plan breakouts and conceptual images to allow me to develop plans for operations and management of the space, areas that could be sponsored by donors, and/or to help tell the story of our new theater as I traveled to many outreach events. If you have any specific questions I can answer, I would be happy to do so. I can be reached at 319.248.1750 or sproudCiecLmralville.la.us. Sincerel Sherri P Director of Parks and Recreation IS Parks and Recreation Department 15DB 8th Street Coralville, IA 52241 PHONE 319.24 0.1750 FAX 319 - 248 -1899 www.coralville.org rcu The Chauncey, L.L.C. Iowa City, Iowa it College St. I Gilbert St Northeast Corner Project 92. Identify any unique resources, capabilities or assets which the proposer would bring to the Project. Sustainable Design Sustainable design practices will be implemented to the greatest extent possible within the parameters of the project. This will be achieved by the careful selection of materials, an effort to reduce the carbon footprint, and maximizing the efficiency of mechanical and lighting systems. The design approach will be measured and evaluated by the use of tools like the MidAmerican Energy Commercial New Construction Program. Implementation of the LEED rating system may be considered to further demonstrate the commitment to a sustainable design and construction approach. The Developer We are committed to downtown Iowa City and have had a vested interest in Iowa City for over 30 years. During that time, we have preserved and restored several historic properties, some of which were at risk of demolition. This commitment to save and restore historic properties continues. Properties include Starbucks, Graze, Blackstone, Savings & Loan, Brewery Square, and Vito's (under renovation). All of these buildings enjoy 100% occupancy. Formerly owned historic properties include 412 N. Dubuque Street, 318 E. Jefferson Street, and Woodlawn Apartments. We are also committed to new projects that enhance and diversify downtown Iowa City. In 2000, we completed the Whiteway 2000 Building that houses Joseph's Steakhouse and 39 studio and 1 bedroom loft residential units. Whiteway 2000 has been 100% occupied since its construction 12 years ago. In 2003, we completed the Vogel House Building that housesAKAR and 24 studio and 1 bedroom loft residential units. Vogel House is now in its 10th yearof operation and has been 100% occupied since opening. In 2004, we were selected to develop the Citys last urban renewal parcel directly south of the Iowa City Public Library. We developed Plaza Towers, on that site, which opened in February 2006. The building is occupied by nine successful commercial uses (grocery store, restaurant, hotel and conference center, holistic healing center, yoga studio, medical offices, architectural firm, investment firm, and health club). In addition there are 50 residential units on the upper levels. Plaza Towers operates at 100% occupancy. 71 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa 9 1 1 Park @201, currently under construction, is a 14 story, mixed -use buildingwith retail, office and residential uses. Although construction will not be complete until the end of 2013, sales are very strong. We have made a financial, personal and emotional commitment to downtown Iowa City and strive to enhance the Citys diverse urban core. Proposers are committed to maximizing the synergy that exists between commercial, entertainment, office and residential uses in downtown Iowa City. Commercial and office growth in the City's core must be balanced with continued housing opportunities downtown. We always use a team approach in the development of projects. At the outset of each project, a "development team" is assembled consisting of design professionals, general contractorand developer. Absolute commitments from the design professionals, contractor and developer to the project, and to one another, are required and regarded critical. A high level of trust is essential. The development team works closely together to create the best possible proposal for the site. Having a committed and trusted team in place at the outset assures a high level of communication and understanding, avoids mistakes and surprises, and results in excellence in design, construction technique, budget and schedule. It is also important thatthe members of the team have a commitment to, and an understanding of, Iowa City's unique downtown. We stand out as being uniquely connected to, and knowledgeable about downtown Iowa City. Our expertise regarding the downtown commercial real estate and permanent housing market is unmatched. Our marketing strategy has been, and continues to be: 1. DELIVER MORE THAN PROMISED: Excellence in location, design, construction and management are paramount to our success. We will not place a product on the market that we would not personally be proud to live or work in. We are intimately involved in site selection, design decisions, marketing and management. VA The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa 2. RESPOND TO DEMAND: We have a track record of listening to what Iowa City residents want and responding to those demands. Market studies commissioned by the City of Iowa City and University of Iowa have been strongly considered and have significantly factored into this proposal. Proposers have spent considerable time with the principals who prepared these studies. We have also commissioned our own market analyses of various commercial uses for downtown Iowa City. We have been successful in attracting a diverse permanent population to live downtown, in bringing an urban grocery store downtown, in developing an independent luxury hotel and conference center downtown, and in developing class A office space downtown. 3. EXCEL IN MANAGEMENT: For over 30 years we have managed our properties with excellence, always demanding more of ourselves than is asked of us. Our philosophy is to treat tenants and condominium owners with the respect that we would give our own family members. We will not commit to any project that we cannot manage "hands on" and personally know every tenant and every condominium owner as well as many of their family members. 4. BE PASSIONATE: We are passionate about what we do. This passion stems from a love for our community and is fueled by the positive response to high quality creative development projects. These four (4) key elements have resulted in consistently high demand for our properties. 49 73 The Chauncey, L.L.C. College St. I Gilbert St Northeast Corner Project Iowa City, Iowa 13. Proposal submittal signature form (copy attached as Exhibit "A") EXHIBIT "A" Proposal submittal signature form The undersigned attests to his /her authority to submit this proposal and to bind the firm herein named to perform if the firm is selected by the City of Iowa City. The undersigned further certifies that he /she has read the Request for Proposal, terms and conditions, and any other documentation relating to this request; has complied in all respects with all conditions hereof, and this proposal is submitted with full knowledge and understanding of the requirements and time constraints noted herein. The undersigned hereby further acknowledges that it accepts the terms of the Request for Proposals in its entirety and by the submission of its proposal hereby waives any claims or claims to irregularities that arise out of such RFP, the process employed by the City to solicit and develop proposals, the RFP evaluation process described in the RFP, and agrees to release and hold harmless the City, its employees, agents, and consultants from any claim, loss, or damage arising therefrom. The undersigned hereby authorizes any person, firm or corporation to furnish any cred it history and financial condition or other information required by the City to verify information related to the Firm's submission to the City. I hereby certify, on behalf of the undersigned firm, that the above information is true and correct to the best of my knowledge and that the City may rely on the information provided. Firm name: The Chauncey, L.L.C. Home office address: 221 E. College Street, Suite 300 City, state, zip: Iowa City, Iowa 52240 Signature: Date: September 28, 2012 74 m._4, CITY OF IOWA CITY MEMORANDUM Date: November 14, 2012 To: Interested parties U From: John Yapp, Transportation Planner �J Re: Chauncey Gardens proposal for redevelopment of the College St / Gilbert St comer The Chauncey Gardens proposal has been recommended as a fina#st proposal for presentation to the City Council at its November 26 work session. In their initial proposal, the Chauncey Gardens team proposed building on the Chauncey Swan Park site, north of the redevelopment site at the north east corner of College St / Gilbert St. The development proposal review committee recommended the Chauncey Gardena proposal be forwarded as a finalist, but for construction on the ident flled redevelopment site, not the Chauncey Swan Park site. The review committee included representatives from the City Council, City Manager's Offke, Department of Planning and Community Development, Department of Public Works and Engineering and City Attorney's Office. The proposal on the City's webske as of November 15 is the Initial Chauncey Gardens proposal. It will be amended to reflect construction on the identified redevelopment site at the north east comer of College St / Gilbert St. * 1116 CITY OF IOWA CITY MEMORANDUM Date: November 26, 2012 To: Mayor and City Council From: Marian K. Karr, City Clerk Re: `Amended' proposal for Chauncey Gardens, submitted on Nov 21, 2012 This proposal replaces the Chauncey Gardens proposal distributed in your November 20 information packet. 000040 CHAUNCEY GARDENS, LLC College St. /Gilbert St. Northeast Corner City of Iowa City November 13, 2012 Revised: November 21, 2012 f L 9 Y i 0000 CHAUNCEY GARDENS, LLC Our development proposal is not only a multi -use building for downtown, but a vision to integrate community and place into the type of destination that only Iowa City can provide. CHAUNCEY GARDENS, LLC- 3 OMMOV OO CHAUNCEY GARDENS, LLC The reinvented park terrace and amphitheater link multiple building levels and create a variety of public spaces. The park becomes an accessible stage for a variety of community events and activities. With community gardens on level 5, shared residential gardens on levels 6 -14, and a public wine garden on floor 17 the building becomes a natural extension of the verdant green space. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 0000 CHAUNCEY GARDENS, LLC The project creates a prominent, multifunctional park on the corner of Washington and Gilbert streets, which becomes a natural extension of the pedestrian mall located to the west. Pedestrians gain access to many different accessible spaces throughout the building to enjoy an array of community venues. CHAUNCEY GARDENS, LLC- 5 OMMOV O CHAUNCEY GARDENS, LLC A V�r View from the City Hall. This enhanced Chauncey Park provides green space on many levels to accommodate a variety of potential civic opportunities such as a sculpture park, an outdoor amphitheater, and a community bike rental program. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 0000 CHAUNCEY GARDENS, LLC Located at the south end of the site, the building provides many opportunities for an array of commercial and office settings, including a new home for New Pioneer Food Coop. CHAUNCEY GARDENS, LLC- 7 OMMOV OO CHAUNCEY GARDENS, LLC A terraced amphitheater gently pulls park green space up and into the building. Public and private garden terraces within the building provide views over Chauncey Swan Park. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 0000 CHAUNCEY GARDENS, LLC The building reinvigorates Gilbert street by providing prominent storefrontage and multiple retail entry points at ground level. A thoughtfully massed "street wall' presents a comfortable urban experience for pedestrians passing by. CHAUNCEY GARDENS, LLC- 9 OMMOV OO CHAUNCEY GARDENS, LLC You M- Check out the project on YouTube: hftp://wv,rw.youtube.com/watch?v=hCuTMKQJYw4&feature=youtu.be Search for: Chauncey Gardens y 40 • -eowlw — —._ •� •.Z ss T• \ Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Table of Contents 1. Cover Letter 2. Contact Information 3. Legal Name of Development Entity 4. Contracting Entity 5. Organizational Chart & Team Members 6. Previous Experience 7. Financial Capacity 8. Visual Description 9. Construction & Financing 10. Exhibit B 11. References 12. Unique Resources & Capabilities 13. Exhibit 13 15 15 15 16 23 29 39 67 89 91 97 99 - F-Lk-E" S- FIEkS. LL:. - 11 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 CHAUNCEY GARDENS, LLC September 28, 2012 John Yapp Jeff Davidson City Clerk, City Hall 410 E. Washington St. Iowa City, IA 52240 RE: College St. /Gilbert St. Northeast Corner site Dear John, Jeff, and the Selection Committee, On behalf of Chauncey Gardens, LLC I am pleased to submit the enclosed proposal for the College St. / Gilbert St. Northeast Corner site. Chauncey Gardens, LLC appreciates the opportunity to be a part of this exciting project, and if selected as the Developer, looks forward to working with the City of Iowa City on our innovative solution that envisions an urban neighborhood that will become a destination point for community exchange. We are all personally vested and committed to the successful fruition of this exciting project. Enclosed are the original and 10 copies of the proposal including all submissions as outlined in the request for proposal. If you have any questions regarding the proposal you can contact me at: Chauncey Gardens, LLC P.O. Box 3474 Iowa City, IA 52244 allenhomesinc @gmail.com 319.530.8238 Sincerely, )�— ) (l(/!v— Jessee Allen President, Chauncey Gardens, LLC PO Box 3473 • Iowa City, IA 52240 • 319.530.8238 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 2. Contact Information 3. Legal Name of Development Entity 4. Contracting Entity a x4000 CHAUNCEY GARDENS, LLC Chauncey Gardens, LLC PO Box 3474 Iowa City, Iowa 52244 319.530.8238 Contact: Jesse Allen allenhomesinc@gmaii.com Principals: Jesse Allen, President Tom Kaut, Vice President John Rummelhart, Managing Member George Wagner, Managing Member Legal Entity: Chauncey Gardens, LLC This entity does not currently exist and will be created at the time the project is awarded. CHAUNCEY GARDENS, LLC- 15 5. Organizational Chart I.] IU:61 cc] �QK9L`611:11jy Ile] �0W -11J1� Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 6Y11�1�] :irl�alt'd NEUMANN MONSON A R C H I T E C T S Neumann Monson Architects 221 East College Street, Suite 303 Iowa City, Iowa 52240 319.338.7878 Dwight Dobberstein ddobberstein@neumannmonson.com Re!EmimnmmmW Sprcidi W MMS Consultants 1917 South Gilbert Street Iowa City, Iowa 52240 319.351.8282 Duane Musser dmusser@mmsconsultants.net 6ergan paulsen Bergan Paulsen 2530 Corridor Way, Suite 301 Coralville, Iowa 52241 Dennis Craven dcraven@berganpaulsen.com 5. Team Members ■1"knutson �� consiroc[ian Knutson Construction 2351 Scott Boulevard SE Iowa City, Iowa 52240 319.351.2040 Brad Johnson bjohnson@knutsonconstruction.com $ &PC CeaAR Rmi' -lowA Cm Bradley & Riley PC 1 South Gilbert Street Iowa City, Iowa 52240 319.466.1151 Michael Pugh mpugh@bradleyriley.com Pro m Management Heritage Property Management 220 East Market Street Iowa City, Iowa 52245 319.351.8404 Tony Vespa hpmanagement@qwestoffice.net CHAUNCEY GARDENS, LLC- 17 Overview Jesse Allen Chauncey Gardens, LLC President With over 12 years of experience in developing and constructing residential and mixed - use facilities, Jesse will apply his knowledge to the budget and schedule control of this project. As president of Chauncey Gardens LLC he will serve as the main point of contact for the project. He is a fourth generation Iowa City -an and is familiar with many community members. He views this project as an opportunity to weave together public and private spaces and to celebrate the uniqueness of downtown Iowa City and is dedicated to the project's success. Tom Kaut Chauncey Gardens, LLC Vice President Tom has been providing professional real estate services in Iowa City for nearly 20 years. He is well -known with both commercial and residential markets and is consistently in the Top 10 for real estate sales volume in Iowa City. He specializes in residential investment property, new construction sales and the development of multi - family and residential real estate. In addition to investing in the project, Tom will lead the marketing efforts for the sale of both commercial and residential units. If y dSI69fll.iu John R. Rummelhart Chauncey Gardens, LLC Member Manager In addition to being an investor in the project, John brings a strong desire for and knowledge of sustainable initiatives. He will work closely with Matt Krieger (Neumann Monson) and client entities to create a sustainable plan for the project that will be on track to achieve LEED certification. John's experience in past commercial and residential developments will be valuable to the team. John is an Iowa City native, having lived and worked in Iowa City all of his life. Private Developer for College SL/Gilbert St. Northeast Corner> City of Iowa City> November 21, 2012 George C. Wagner Chauncey Gardens, LLC Member Manager George brings a wealth of research, planning and engineering-management expertise to the project. An Iowa City native, he's managed and delivered on multi - million dollar municipal projects for international engineering software companies. His graduate studies in geography - which emphasized urban economic development and GIS applications - coupled with extensive experience acquiring and managing investment properties, make him well - positioned to deliver on this multi - dimensional endeavor. Overview Dwight Dobberstein Khalid Khan Parker Dobberstein Matt Krieger Neumann Monson Architects Principal -In- Charge / Project Manager As Project Manager Dwight will ultimately be responsible for the project's success. All activities and team members, including consultants, are directed through him. Asa Principal with Neumann Monson he has the ability to adjust the project team as needed to meet just schedule demands. He has worked extensively on mixed -use facilities including Hieronymus Square in downtown Iowa City. Dwight is a LEED Accredited Professional and will be an important resource in this regard. Neumann Monson Architects Project Designer Khalid has acted as Project Designer on many projects, including work that has been honored with state, regional, and national design awards. As Project Designer, Khalid will be responsible for the building design, conformance to program, and adherence to cost parameters. He will work closely with all team members, including consultants and Knutson. Khalid brings over 21 years of experience on a variety of projects. Neumann Monson Architects Project Architect Parker brings significant experience with a variety project types including recent mixed -use experience with Jesse Allen and Tom Kaut. He will be responsible for coordinating all disciplines and consultants associated with the project. Assuring that the project job performance, objectives, budgets, and schedules are on target are primary responsibilities. Parker is also a LEED Accredited Professional and will contribute to these decisions. Neumann Monson Architects Sustainability Leader Matt serves as the firm's "Green Team" leader and will act as the Sustainability Leader for this project. Matt is an important resource for all of Neumann Monson's sustainable initiatives and has a tremendous amount of experience in this regard. Matt stays current on the latest available products, techniques, and funding sources where sustainability is concerned. Matt is a registered architect with a wide variety of experience, including 7 LEED projects to his credit. He will work closely with John Rummelhart to test and implement sustainable initiatives for the project. CHAUNCEY GARDENS, LLC- 19 Overview David Tillotson Neumann Monson Architects Quality Control David serves an important role of assuring the quality of the project by coordinating drawings and specifications. He brings many years of valuable experience to the team and is also responsible for producing solid specifications. David's role will be to partner with Knutson and other members of the design team throughout design development and production of construction documents. Brad Johnson Knutson Construction Project Executive As Project Executive, Brad's responsibility is to ensure that Knutson's construction personnel have the necessary knowledge, experience, and resources available to guarantee they can complete their responsibilities in a successful manner. Brad will maintain close and continuous contact with Knutson's management team throughout the course of the project. Brad's experience with leading complex projects on constrained urban sites and working with every member of the team is invaluable. Steve Wilson Knutson Construction Project Manager As Project Manager, Steve is responsible for the overall coordination of the project and construction process. These responsibilities include: communication with the project team; scheduling and cost control; subcontract negotiations, award, and management; material buyout and procurement, and project administration. As an Iowa City native, he enjoys strong local relationships with area subcontractors and suppliers. Steve's project background includes both new construction and renovation in the institutional, residential, and retail markets. Private Developer for College SL/Gilbert St. Northeast Corner> City of Iowa City> November 21, 2012 Nic Plecker Knutson Construction Estimator Nic's responsibilities include preparation of budget estimates, value engineering, systems cost analysis, scheduling of design and construction activities, subcontract negotiations and award, project administration, and cost control. He has prepared bids and conceptual estimates for a variety of sizes and types of construction projects. His experience and knowledge of construction costs allows Knutson to competitively price estimates. Nic actively researches new technologies and communicates with subcontractors to remain on top of latest construction practices industry-wide. Duane Musser MMS Consultants Landscape Architect Duane has 20 years of experience as a Landscape Designer and Land Planner. He is responsible for the layout, design and development planning of commercial and residential developments and multi- family subdivisions. For this project Duane and his civil engineering team will be responsible for demolition plan, site plan, site grading plan, utility plan, landscape plan as well as assisting in any electrical plan and erosion control plans. Michael Pugh Bradley & Riley PC Attorney Michael is a shareholder with Bradley & Riley PC, where he practices in real estate, business, zoning and land use. He received his B.A. degree from the University of Iowa and J.D. degree from Indiana University. Michaelis AV Preeminent Peer Review rated by Martindale - Hubbell and is listed in The Best Lawyers in America for Real Estate Law and Land Use and Zoning Law. He is also accredited by the U.S. Green Building Council as a LEED (Leadership in Energy and Environmental Design) Green Associate. Dennis Craven Bergan Paulsen Tax Director Dennis is tax director and has been in the accounting industry since 1979. He joined Bergan Paulsen in 2010, focusing primarily on tax preparation /planning and business consulting. He specializes in the real estate, construction and land development industries. Dennis is a native of Stanhope, Iowa. He received his B.S. in Business Administration from Drake University. Overview Tony Vespa Heritage Property Management Property Manager Founded in 1985, Heritage Property Management opened has been an active force in the Corridor area for over 25 years. We manage approximately 900 rental units, ten condo associations, and a small amount of commercial property. Heritage handles all aspects of the rental process including: pre- screening tenants, collecting all income and depositing into the owners' accounts, handling all maintenance calls, supervising the preparation and presentation of available units, and sending monthly reports to our owners. CHAUNCEY GARDENS, LLC- 21 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 6. Previous Experience CHAUNCEY GARDENS, LLC- 23 Featured Projects Washington Plaza, Iowa City, Iowa Developer: Jesse Allen + Tom Kaut A $7.5 million project consisting of 30 condominium units and 3,865 square feet of commercial space. Because the project is located within the flood plain, the design incorporates a flood proof first floor. Two levels of parking are provided one of which is below grade. The project is designed to give a pedestrian - friendly experience. Natural materials and sunshades are used on the experience. The project was developed in coordination with Neumann Monson Architects and will be completed in Summer 2013 Northside Commons, Iowa City, Iowa Developer: Jesse Allen +Tom Kaut This $3 million mixed -use project is located in Iowa City's historic North Side neighborhood. The project provides 10 condominiums and 2,100 square feet of commercial space. The design process has involved hosting multiple "good neighbor" meetings to allow citizens voice feedback or concerns. This has given the project a very community- minded spirit. The project provides a sustainable housing solution, which targets long -term tenants /home buyers to help stabilize the North Side marketplace. It is designed to blend with adjacent historic mixed -use structures. Window patterns, scale, materials, help to achieve this. The project is in the schematic design phase and is being designed in coordination with Neumann Monson Architects. Burlington Commons, Iowa City, Iowa Developer: Jesse Allen Formerly Hansen Auto Body and an eyesore along Burlington Street, this project is now home to 10 condominiums. The $3.2 million project incorporates parking below grade and on ground level; with ground level parking screened from view. The project incorporates higher level finishes and details to attract high quality tenants. The project was completed in fall of 2012. Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Featured Projects Rochester Ridge, Iowa City, Iowa Developer: Jesse Allen This highly marketable single - family subdivision is valued at $4.4 million. The development is located near Lemme Elementary and Regina High School. The area's gentle rolling hills surrounded by mature trees were carefully maintained during construction. Work also included wetland restoration and provides centrally located park land. The project's popularity is evident in that 68% of the first two phases have sold out in the first year. KW Realty Group / KW Custom Homes, Inc. Developer: Tom Kaut This investment company was created to develop and build single family residential home lots. This entity is well known for purchasing and building Country Club Estates Parts 2 & 3, a $3.6 million Iowa City residential housing development of over 53 lots. KW Custom Homes, Inc. has built over 60 homes in the Iowa City area since 2004. Westgate Villas Developer: Tom Kaut This $4.5 million, 37 -unit luxury condo development located on the west side of Iowa City. Tom Kaut was able to sell out this development within one year. The project was done in coordination with Steve Kohli. TC Investments Developer: Tom Kaut Tom Kaut is the President of TC Investments, LC. Based on a strong work ethic and the purpose of building a portfolio of income producing properties. Created for acquiring investment property for long term holding periods and investing in residential & multi- family developments. TC Investments has a portfolio of 52 rental units. CHAUNCEY GARDENS, LLC- 25 Featured Projects 1720 Waterfront Drive, Hy -Vee Food Store Redevelopment, Iowa City Developer: Blackhawk Partners, John Rummelhart Principal, Member Manager A large, 4 -acre redevelopment and rezoning project. The scope encompasses successful land acquisition, zoning changes and large scale negotiations with clients and the City. 1419 -1423 Waterfront Drive, Iowa City (formerly Contractors Tool & Supply) Developer: Blackhawk Partners, John Rummelhart Principal, Member Manager current site of Bochner Chocolates. John oversaw the acquisition of the site, and the planning and construction of this 39,000 sf building. Energy efficient features include specialty block construction and in -floor heating. The natural gas usage for the entire building for first complete year of occupation was under $1,200. (1997 -1998) 425 Highway 6 East, Office Depot +Advance Auto, Iowa City Developer: Blackhawk Partners, John Rummelhart Principal, Member Manager Redevelopment of Office Depot and Advance Auto Parts, who were current tenants. Work included planning, build -out and construction supervision with multiple - national tenants. John Rummelhart Properties Developer: John Rummelhart A multi - family real estate holding company. Properties include a mix of single family, multi - family, and historic multi - family houses and apartments. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Featured Projects Wagner Management, LLC Developer: George Wagner, Principal, Member Manager A property management company formed and operated to acquire, improve and provide quality, desirable housing units for the Iowa City CBD rental unit market. Portfolio maintains over 25 -year history of long -term holding and successful operations. Mix of single - family homes and duplex units. Goosetown Rentals, LLC Developer: George Wagner, Principal, Member Manager A property management company formed and operated to acquire, improve and provide quality, desirable housing for the Iowa City NODO (North Dodge) rental unit market. Portfolio goal is long -term holding and progressive reputation for fair, quality operations. Mix of single - family homes and duplex units. Wagner FLIP Developer: George Wagner, Principal A farming operations partnership enterprise formed to professionally manage and acquire agricultural land in Iowa. The partnership pursues a personal and professional hands -on approach, with proven results of meeting goals and objectives in terms of land stewardship, profitable production, accurate accounting and quality communications with tenant farmers. CHAUNCEY GARDENS, LLC- 27 Featured Projects Plaza Towers, Iowa City, Iowa Developer: The Moen Group Neumann Monson Architects designed this 210,000 sf mixed -use facility to take advantage of the city's maximum allowable height limit to provide dramatic views from the living quarters. The project include with generous balconies and roof terraces for outdoor living. Commercial space includes a grocery/restaurant, a hotel and conference center, and office space. Residential options range from rentable loft spaces, to condominiums, to multi -level penthouses. Private parking is available below the building and a surface lot to the south provides parking for grocery customers. A climate - controlled arcade space is located directly off of the grocery and lobby and engages with the adjacent pedestrian mall. The project was built for $24,000,000. Contact: Marc Moen, 319.351.3900 Whiteway 2000 Building, Iowa City, Iowa Developer: The Moen Group With a limited budget and construction period, Neumann Monson was commissioned to create an alternative to the typical student apartment building in Iowa City. The seven - story structure, consisting of 39 single occupant apartment units with a restaurant at street level, replaces a historic three -story building that burned down in the spring of 1999. The $2,859,064 bulding was completed in 2000. Contact: Marc Moen, 319.351.3900 Riverbend, Coralville, Iowa Developer: Hodge Construction Neumann Monson Architects designed this project located in Coralville's Iowa River Landing District. The overall River Bend portion will eventually be comprised of three separate and similar stand -alone sub - projects. The project is a mixed -use development consisting of partial residential, commercial and below grade parking for residents. The Iowa River is to the east of the development and offers extraordinary views of the River and Peninsula. There are a total of 44 residential units ranging from 500 sf studios to 1500 sf three - bedroom units. Each unit is unique. Commercial spaces below are intended for office, retail and restaurant use. The 78,000 sf structure was completed in 2007 for $12,000,000. Contact: Kevin Digmann, 319.631.0548 Private Developer for College St. /Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 7. Financial Capacity CHAUNCEY GARDENS, LLC- 29 Pro Forma We anticipate the following sources and uses of funds in connection with this project: Uses of Funds /Cost of Project Purchase of land from the City $ 1,000,000 Design, engineering and other up -front costs 3,000,000 Direct construction costs 38,000,000 Other indirect costs of the project 5,000,000 Total $47,000,000 Anticipated Financing Sources Conventional lender financing $29,250,000 City Gap financing 12,000,000 Owner equity 5,750,000 Total anticipated sources $ 47,000,000 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Hills Bank and Trust Company September 19, 2012 Thomas Kant & Jesse Allen 3551 Donegal Court Iowa City, IA 52246 Dear Tom and Jesse: 1009 2nd Street Coralville, IA 52241 319 -351 -8000 This letter shall serve as a letter of credit reference to confirm years of satisfactory performance that Hills Bank and Trust Company has experienced with each of you in providing both construction and development financing. We understand that you are looking at a project within the city limits of Iowa City and that a letter of credit reference has been requested. Should this project proceed, we would be happy to review the project and related loan requests. While we are not yet in a position to grant a binding loan commitment, we appreciate your giving us this opportunity. Please consider this as our non - binding Letter of Interest to work with you on this project. Thank you for your ongoing relationship and the opportunity to providing you additional services in the future. Sincerely, Tim D. Finer Senior Vice President Hills • Iowa City • Coralville • North Liberty • Kalona • Cedar Rapids • Lisbon • Mount Vernon • Marion • Wellman hillsbank.com 1- 800 - 445 -5725 Hills Bank and Trust Company Septetnber 28, 2412 Jesse Allen Allen Homes, Inc. 3744 Lower West Branch Rd Iowa City, IA 52244 -3474 Dear Jesse: 1401 S. Gilbert Street Iowa City, Iowa 52240 319-338 -1277 This letter shall serve as a letter of credit reference to confirm years of satisfactory performance that Hills Bank and Trust Company has experienced with you in providing both construction and development financing. We understand that you are looking at a project within the city limits of Iowa City and that a letter of credit reference has been requested. Should this project proceed, we would be happy to review the project and related loan requests. While we are not yet in a position to grant a binding loan commitment, we appreciate your giving us this opportunity. Please consider this as our non- binding Letter of interest to work with you on this project. Thank you for your ongoing relationship and the opportunity to providing you additional service in the future. Sincerely, �} rv�hY1L 7[ tiouc^t eremy M. Provin Commercial Banking Officer IMP/ay Hills • Iowa COY • Coralvi Ile • North Liberty • Kalona • Cedar Rapids • Lisbon • Mount Vernon • Marion www.hillsbank.com 14500-445 -5725 ✓e Bank September 18, 2012 Tom Kaut c/o Lepic- Kroeger, Realtors 2346 Mormon Trek Blvd Iowa City, IA 52246 Re: Letter of Interest and Recommendation for City of Iowa City project RPP Dear Tom: I'm glad to provide this letter of interest to work with you and potential partner(s) on the City of Iowa City request for formal proposal at the northeast corner of College and Gilbert Streets. I believe you will be able to offer a very nice final project that will add to the attractiveness of the greater downtown Iowa City. Mule this is not meant to serve as a financing commitment to lend on the proposed project, we'd gladly work with you and potential pariner(s) on it. MidWestOne Bank has enjoyed a great working relationship with you on personal banking as well as construction and development projects since 2008. Just as one of our bank's operating principles notes, you have always conducted yourself with the utmost integrity. You and your companies are valued, creditworthy, and respected clients of this bank. Please let me know if you or anyone else related to this request has any other questions- I'd be glad to help you with them. Sineere�y, r ,, Jerry Waddilove Vice President. Regional Credit Officer MidWestOne Bank UNIVERSITY OF IOWA COMMUNITY CREDIT UNION 825 MORMON TREK BLVD, IOWA CITY, IOWA 52246 • TELEPHONE: (319) 341 -2144 September 27, 2012 Thomas Kaut & Jesse Allen 3551 Donegal Court Iowa City, IA 52246 Dear Tom and Jesse: This will confirm the University of Iowa Community Credit Union (UICCU) has been in discussions regarding financing for your proposal located at the corner of Gilbert Street and College Street. Subject to underwriting and credit approval, the UICCU would be interested in working with you further on this project should the project proceed. Thank you for the opportunity and we look forward to working with you in the near future. If you have any further questions, feel free to contact me at 319- 341 -3074 or swilson @uiccu.org. Sincerely, / tt Wilson S . Vice President ommercial Services IOWA AVENUE MORMON TREK TOWNCREST CORALVILLF GRINNELL 319 - 339 - 1000 319 -339 -1002 319 -339 -1030 319- 339 -1020 641 - 236 -8822 Great Western Bank - Making Life Great' Aiurnhe1o1 September 25, 2012 City of Iowa City Attn: Jahn Yapp Iowa City, IA 52240 RE: Chauncey Gardens Dear Mr. Yapp, Great Western Bank has been in conversation with John Rummelhart, Jr in regards to the re- development of the corner of College and Gilbert Street. John intends to partner with Jesse Allen, Tom Kaut and George Wagner. Based on our original conversation Great Western Bank would have an interest in working with this group to finance a new building. They bring together a good group of skills that would complete the project successfuily. We understand that the Iowa City is in the early planning stages forthis corner of Iowa City. We hope to be a part of the solution for any anticipated projects. Sincere] , f r�'��� Melissa D. Schooley Sr. Vice President, Commercial Banking GreatWesternBank.com Farm Credit Services (if America AGRICULTURE WORKS HERE. SEPTEMBER 26, 2012 TO: WHOM IT MAY CONCERN RE: JOHN R. RUMMELHART, JR, 1112 E. COURT ST. IOWA CITY, IOWA 52240 JOHN HAS BEEN DOING BUSINESS WITH FARM CREDIT SERVICES OF AMERICA FOR OVER 12 YEARS. DURING THIS TIME HIS REPAYMENT HISTORY HAS BEEN "EXCELLENT SINCERELY, FARM CREDIT SERVICES OF AMERICA DAN TAMER FINANCIAL OFFICER TM CORRIDOR ANK A Division of Central State ,bank Sept 27, 2012 Tom Kaut c/o Lepic- Kraeger Realtors 2346 Mormon Trek Blvd Iowa City, IA 52246 RE: Letter of Interest for City of Iowa City Project Dear Tom: This letter serves as an interest to work with you and your business partner(s) on the City of Iowa city request for proposal atthe NE corner of College and Gilbert Streets. This is not a formal commitment letter as we would need to underwrite and perform due diligence on the proposed project. With that being said, we are familiar with your recent construction projects and would be supportive of meeting with you and reviewing the projections and financials on the subject project. I can be reached at 319- 525 -2050 to discuss further. SSii(injcerelly,, el---j Steve Crane Corridor State Bank - Market President _ www- conidorstatebank.eom FDIC 2530 Corridor Way • Coralvrlle, Iowa 52241 0 C Phone: (319) 625 2050 • TUf Fme: (866) 625 -2050 • Fax: (319) 625 -2058 �mmR Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 8. Visual Description CHAUNCEY GARDENS, LLC- 39 Project Concept Iowa City has a strong tradition of creating special places for the entire community to live, work, and play. We believe in the power of public spaces to enhance the fabric of the city by creating a sense of ownership and emotional investment in our town. Our parks, gardens, and street level amenities are among those things that make Iowa City such a diverse and pedestrian- oriented city. Our development goal is to focus on these community aspects to create a destination for the whole community to experience. With close proximity to our very active downtown, and recognizing the project site's immediate context with City Hall and the community recreation center, we have the unique opportunity to create new communal intersections. By weaving this street level activity in and around the site, and up through the building, we can create a truly community -based development. Amenities such as park space, community gardens, amphitheaters and market space will serve as a backdrop throughout the landscape and building to activate the commercial and residential tenant environments. This project recognizes its role in preserving a place for the community, and incorporates design strategies that are communal and community- oriented. For those who inhabit the building, this is both their home and their neighborhood. Community thrives on connectivity, inclusiveness, and diversity. Chauncey Gardens will interweave these tenants into all aspects of its design. Our development proposal is not only a multi -use building for downtown, but a vision to integrate community and place into the type of destination that only Iowa City can provide. This project will provide a variety of housing options that meet the needs of varying income group in which lower and high priced homes blend seamlessly. This helps create a vibrant, authentic, and sustainable community, which is consistent with the City's Economic Development Policies and the Downtown Strategic Plan. Residential Development is the catalyst for retail expansion in downtown Iowa City. Housing is an important development mix that will contribute to demand for local neighborhood commercial services. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Conceptual Drawings A continuation of the pedestrian mall N .; -e :rWwwr. n,v N N N lingto low ^1 -• F N � j N n StreeL� -- �— With the park at one end of the pedestrian corridor, the site becomes a "collector" point for people moving to and from the Pedestrian Mall. CHAUNCEY GARDENS, LLC- 41 Conceptual Drawings Project site serves as an activator for public amenities r RobertA.Lee �Recreation Center The proposed site at College and Gilbert is nestled between three public buildings for civic and community use. This proximity presents numerous opportunities to link this mixed -use development to city and community functions. Private Developer for College SL/Gilbert St. Northeast Corner> City of Iowa City> November 21, 2012 Conceptual Drawings Community circulation and park space woven into building 1� Terrace Gardens Enhanced 14 Chauncey Swan Park — Community Gardens r Sculpting the park based on pedestrian flow creates a more accessible and active public space. Providing community gardens and park terraces within the building encourages better connections between public and private functions. A public rooftop garden and event space provides a truly unique experience in Iowa City for all to enjoy. CHAUNCEY GARDENS, LLC- 43 Conceptual Drawings Pedestrian friendly building massing k;f] .Alw� Office / Commercial The residential tower maintains appropriate street setbacks to provide a comfortable "street wall' condition for pedestrians and park users at ground level. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Added pubilc green space Chouncoy Swan Park 19,900 SF Public Green Space (Existing) 19,000 Total SF VS. Conceptual Drawings Rooftop Terrace 3000 SF P Tormoo Gardons 800 SF P Enhanced P Chauncey Sward Park 24,000 SF Community Gardens 5000 SF Park Terraces 4500 SF Public Green Space (Now) 37,300 Total SF CHAUNCEY GARDENS, LLC- 45 Conceptual Drawings Transportation connectivity Pop- Chauncey Swan Parking Ramp Bicycle Parking - Bike RentaOs Wak:ome Center 1. Bus Stop�r• ?` •i A i Private Underground Parking Lle Pa The use of the site encourages sustainable transportation connectivity. Paths through the park give parking ramp users easy access to a Gilbert Street bus stop. Bike parking located in and around the site will enhance our already bike friendly city. Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Building and park integration sec , - .• r Conceptual Drawings -qPV4 This solution provides anew and enlarged community green space with many civic amenities. The reinvented park's gently folded planes interlink multiple levels and create a variety of spaces. With community gardens on level 5, shared residential gardens on floors 6 -14, and a public wine garden on floor 17 the building becomes a natural extension of the verdant green space. CHAUNCEY GARDENS, LLC- 47 Site Plan D' 2D40� 80' Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 J g I 1�} CtlHhE�LE fi]{rCF gµlya� I Fli lY EP6CCi`n. CIIISR}i I :I, i M i w�gmHm�r AV -.1. 11'l slA m �OQCfR A �S HF.,-lltH[ {]Hel [}HiFH CHAUNCEY GARDENS, LLC- 49 Parking Access Floor Plan r mm PpRrdNG fflmffl . ffl MIT 0 0 Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 y dad ■ g� I Ia _ Retail Plan - Level 1 r M m, CHAUNCEY GARDENS, LLC- 51 Retail, Park Plan r' ' RFNRYR iNE 4M]Si I HFA1R IpAr i 6rv� I I HFk RCfr�CVS70CAff LEVEL 2 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 ■ I. TWA? awe: LEVEL 3 -4 Commercial Plan pR85R5.0 �h7 i UMMUNUCT UHRUMa, LLU- O3 Residential Amenities Plan a ■ ■ ■ ■ a LEVEL womewn� 0 0 -f -f. r� j �! Residential Plan a I. a I RLOM I 1 LEVEL 6 -10 w6.r6=mmm� !.gun I i -9 i n Residential Plan LEVEL 11 -16 Residential Plan LEVEL 17 : ftt Residential, Wine Garden Plan I F Wxz LEVEL 18 i Residential, Wine Garden Plan LEVEL 18 MEZZANINE .tit Project Area Summary LEVEL 0 LEVELS 6 - 10 CIRCULATION 895 CIRCULATION 953 PARKING (62 SPACES) 17,135 RESIDENTIAL 5,441 STORAGE 1,375 BALCONY/TERRACE 1,064 TOTAL 19,405 TOTAL/ FLOOR 7,458 TOTAL (5 FLOORS) 37,290 LEVEL1 CIRCULATION 1,088 LEVELS 11 - 14 GROCERY 21,000 CIRCULATION 953 TOTAL 22,088 RESIDENTIAL 5,236 BALCONY/TERRACE 1,269 LEVEL 2 CIRCULATION 448 TOTAL/ FLOOR 7,458 RETAIL 7,580 TOTAL (4 FLOORS) 29,832 TOTAL 8,028 LEVELS 15 -16 CIRCULATION 953 LEVELS 3 - 4 RESIDENTIAL 5,126 CIRCULATION 393 BALCONY/TERRACE 1,376 OFFICE / COMMERCIAL 14,035 TOTAL/ FLOOR 7,458 TOTAL/ FLOOR 14,428 TOTAL (2 FLOORS) 14,916 TOTAL (2 FLOORS) 28,856 LEVELS 17 -18 LEVEL 5 CIRCULATION 471 CIRCULATION 390 RESIDENTIAL 1,581 RESIDENT AMENITIES 5,348 BALCONY/TERRACE 3,309 BALCONY/TERRACE 8,690 WINE GARDEN/ RETAIL 2,097 TOTAL 14,428 TOTAL 7,458 GRAND TOTAL 182,301 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Building Section - East /West CHAUNCEY GARDENS, LLC- 61 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 CHAUNCEY GARDENS, LLC- 63 Pedestrian Level Facade 1: � '..t :'t• •r . r r i'.�: i- .rte t� View from the corner of Washington and Gilbert Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 � yu r1 / Pedestrian Level Facade View from corner of College and Gilbert CHAUNCEY GARDENS, LLC- 65 Facade View from Southwest Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Y tj aw • IJ� 1 , 9. Construction & Financing CHAUNCEY GARDENS, LLC- 67 Organization & Management Approach Y Once the City of Iowa City has concluded the developer selection process and a Development Agreement has been executed, we will meet with City of Iowa City, New Pioneer Coop and associated community groups to receive feedback on the project design and listen to concerns regarding any potential disruption during building construction. The feedback provided during design development will be considered by the Design Team while completing the overall building design and development of the documents. In developing our site logistics, our construction team will meet with local business owners, the City of Iowa City and other neighborhood groups to develop a plan to minimize the impact of construction to them and the neighborhood. Particular consideration will be focused on maintaining the availability of Washington Street for the Iowa City Farmer's Market and minimizing disruption to their operations. Concurrentwith the design work, the construction team will be reviewing constructability of the building components, develop a procurement plan to identify long lead and locally produced items, source potential sustainable products to be incorporated and develop and finalize the site logistics. Further, to maximize the opportunities for local subcontractors and utilization of local labor, the construction team will meet with local and corridor construction companies to alert them of upcoming bid opportunities and the current construction schedule. Construction of the project is anticipated to commence in October 2013 based on Development Team selection this Fall and overall design development. Placement of the residential /office tower on the Chauncey Swan Park site will minimize disruption of pedestrian and vehicular traffic on College Street and Gilbert Street during construction. The location of the building footprint set back from Washington Street will provide for construction phasing and material storage within the project site and not within the public streets. Our plan anticipates placement of a tower crane on east edge of the existing park site between the new residential /office tower and the existing Chauncey Swan Parking Ramp. A temporary construction man /material elevator will be placed within the project site off Washington Street on the north side of the residential /office tower with a temporary construction loading dock. Construction deliveries will enter and exit the construction site via a gate onto Washington Street. An overhead canopy will be provided where required to protection pedestrian traffic adjacent to the project site. Safety of both the public and construction employees will be stressed during construction and we will enter an agreement with OSHA for a safety consultation program on the project. Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Organization & Management Approach Construction of the project is anticipated to begin in October 2013 and require 24 months to complete. We intend to mobilize and begin construction on both the New Pioneer Food Co -op site and the existing Chauncey Swan Park simultaneously. Construction of the newly located Chauncey Swan Park at the corner of College and Gilbert and below grade parking is anticipated to take 8 months and be ready for public use in the summer of 2014. Construction of the New Pioneer store and residential /office tower will proceed concurrent to the new park construction, a phased occupancy of the tower is anticipated by building use including the New Pioneer store, the office /restaurant areas and then the residential tower. The construction management team will be located on site and be responsible for the daily management of the construction activities including internal project safety audits. Our team will lead regular status meetings with the City of Iowa City representatives as well as monthly meetings with adjacent user groups and neighborhood residents. We will provide and maintain site security during community events particularly during the Farmer's Market and public events at the new Chauncey Swan Park once it is open. We will also install and maintain a public access webcam to monitor construction progress. CHAUNCEY GARDENS, LLC- 69 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Schedule for Completion Chauncey Gardens, LLC is ready to begin the architectural design process immediately upon selection as the developer. The schematic design process will begin with a collaborative "kick -off' meeting with the City of Iowa City and neighbors to receive feedback on the proposal, project goals, program, and timeline. The developers are open to all ideas and public input to ensure a successful project. This is expected to be a two month process culminating with a schematic design presentation to the City. Over the next eight months the project will progress through design and construction documents with periodic submissions to the City of Iowa City for review and comments. Final plans, specifications will be submitted for review on September 17, 2013. Construction will focus on completing the underground parking and new Chauncey Swan Park during the first 8 months. Parking can be used by the developer and the new Chauncey Swan Park can be turned over to the City and opened to the public. Building construction of the shell and tenant fit -out is expected to take 2 years with occupancy of condominium units beginning fall of 2015. A proposed project schedule appears on the next page. CHAUNCEY GARDENS, LLC- 71 Chauncey Gardens Proposed Project Schedule ���IIiEI� all 1111��91! €I�� Property Acquisition Schematic Design "�IIIIII'll'�'llllll' Cost Estimate - Knutson Construction Design Development Cost Estimate - Knutson Construction 50% Construction Documents GIMP Cost Estimate - Knutson ConstructiormiIIIIIIIIIIIII IIIIIIIIIIIIIIIII III Complete Construction Documents City Review / Building Permit Bidding and Procurement Construction - Underground Parking and Chauncey Swan Park Construction - Building Shell Construction -Tenant Sapces IIII' Commissioning and Turnover Purchase and relocation of Midamerican Energy Substation Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 MidAmerican Energy Property Chauncey Gardens, LLC intends to purchase the MidAmerican Energy Substation, located on the southeast corner of the site, subject to acceptable terms for both parties. The substation occupies an important corner of the proposed new Chauncey Swan Park. From and aesthetic, functional and safety point of view the substation should be removed. The property will be used for parking below with park space above; completing the vision shown in the proposal. The decision to locate the proposed building on the north side of the block allows the design and construction to begin independent of the purchase of the substation property. This removes the 9 -12 month lead time for removal and relocation of the substation from the critical path of the overall project schedule. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 General Financing Plan This project is designed to fit within the financial capacity of the Chauncey Gardens, LLC with personal commitments from the officers /principals to the equity required by the lenders. The scale of the project is reduced to a level that is financially achievable by the Developer by marketing the commercial spaces and Class A office space to local businesses, and partnering with the Community Development Planners & Iowa City Housing Fellowship for the sale & rental of the residential units. These residential units increase the likelihood of success for both the Developer and the City of Iowa City. Discussion with lenders has already begun for permanent financing as indicated with the following letters of interest. CHAUNCEY GARDENS, LLC- 75 Letter of Intent for Mixed Use Project This Letter of Intent pertaining to a mixed use development Project is entered into on 2012 by and betweenC/Iavwv :g ( "Developer") and New Pioneer's Cooperative Society ("New Pioneer"). Recitals A. New Pioneer is a cooperative association formed under the laws of the state of Iowa presently operating grocery stores in Iowa City and Coralville, Iowa. New Pioneer is interested in expanding and relocating its Iowa City retail business operations to an alternate facility that better serves New Pioneer, its members and the community. New Pioneer is aware of the City of Iowa City's interest in seeking requests for proposals for a project to be built at the northeast quadrant of the intersection of College and Gilbert Streets in downtown Iowa City ( "Site" ). Subject to the requisite approvals of its membership acrd Board of Directors, New Pioneer is interested in pursuing the Site as a possible location for its relocated business activities. B. Developer is a 'developer of real estate projects and has indicated an interest in developing a multi -use commercialiresidential project on the Site (the "Project"). Once the City of Iowa City ("City") completes and publishes its Request for Proposals ("RFP" ), Developer is contemplating submitting a proposal for the acquisition of the Site for development of the Project. C. New Pioneer is interested in being a part of the Developer's Project, and the Developer desires having New Pioneer be an occupant of the Project, believing New Pioneer's participation enhances the feasibility of the Project. D.. The parties wish to enter into a non - binding letter of intent to express the basic parameters for their continuing discussions and negotiations for New Pioneer to be included as a proposed occupant of the Project in connection with the Developer's proposal to be, submitted to the City, and ultimately for the parties to enter into a contract for New Pioneer's acquisition, construction, fixturing, occupation, use and operation of a portion of the Developer's Project. Expression of Intentions 1. Participants. Developer intends to submit a timely Project proposal to the City in response to the City's anticipated REP. Developer further intends on being the principal developer and owner of the Project, most likely through one or more development entities that Developer may form. The parties recognize that a Project of this size may require additional investors and financing through one or more sources. Additionally, the parties recognize that this Project will require the involvement of multiple professional consultants and participants such as architects, engineers and other design consultants; accountants and lawyers; financial institutions; a contractor; and various potential investors. Developer agrees to keep New Pioneer advised of the key participants to be involved in the design, construction and financing of the Project, as well as principal investors therein. 2. The Project. As presently conceptualized, the Project will involve one level of underground parking; retail (New Pioneer) on the first floor level; two to four floors of office commercial; and three to six floors of residential. It is anticipated that the building will be appropriately separated into condominiums to allow the entire `first floor, including mezzanine if required, to be a separate unit to be acquired by New Pioneer, with other spaces in the building to be condomiuiumized as the Developer may deem appropriate for either sale or leasing. The Project will be built on three parcels now owned by the City as well as an additional parcel presently owned by MidAmerican Energy Company. The land is described as follows: Lots Five and Six, Bloch 43, of the Original Town of Iowa City, Iowa. The property excludes the alleyway along its north boundary, and the property is immediately adjacent to a City parking facility along its east property line. 3. Project Contingencies. The parties acknowledge that the following are among various matters that constitute contingencies that most be satisfied for the Project to proceed: a. The Developer submitting a proposal that is accepted by the City, such proposal to likely contain elements for the City's financial support, such as reduced land cost, TIF financing and/or other City participation. b. Acquisition of the City's portion of the site under terns and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. c. Acquisition of M1dAmerican'S portion of the site under terms and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. d. Rezoning of the parcel as may be required for the anticipated uses (grocery/retail; office; and multi - family residential) within the Project. e. City site plan and building permit approval of the Project under terms and conditions acceptable to the Developer and New Pioneer. In addition to the foregoing general threshold contingencies, the Developer will also have usual and customary Project feasibility considerations before its final decision to proceed with the Project, including requirements and conditions that may be imposed by the Project's investors and lenders. As such, the Project will be conditioned upon feasibility based on Project costs as well as final financing arrangements, all to be acceptable to Developer. 4. Purchase Agreement. The Developer and New Pioneer anticipate continuing their discussions and negotiations in working towards a mutually acceptable purchase agreement and related documents ("Purchase Agreement ") containing final terms and conditions for New Pioneer's purchase of a condominium unit on the ground floor of the Project, built out to a level of finish defined in the Purchase Agreement. The Purchase Agreement will provide substantially more details than presently contained in this Letter of Intent with regard to time frame, costs and contract contingencies. This Letter of Intent expresses the parties' current intentions in general terms for the purpose of providing a base for continuing discussions, negotiations, refinement of Project details, and each party's more specific requirements. CHAUNCEY GARDENS, LLC- 77 Prior to entering into the Purchase Agreement it is anticipated that Developer will have waived most if not all general and financial feasibility contingencies for proceeding with the Project, and shall also be able to demonstrate such financial capacity as will be necessary to fully perform the Project, whether through performance bonds, bank letters of credit or through other means satisfactory to New Pioneer. 5. New Pioneer's Conditions and Contingencies. in order for New Pioneer to proceed with any commitment to participate in the Project, it will have certain requirements including, but not necessarily limited to, those in the following categories. Only preliminary specifications of these conditions and contingencies are set forth below, which are expected to be refined and modified as the parties get closer to implementing a Purchase Agreement: A. Approvals. New Pioneer's proceeding with this Project requires membership and Board approvals. New Pioneer has obtained membership approval for entering into a purchase agreement. Additional Board approval will need to be obtained at various phases of the Project including, but not limited to, approval of the Purchase Agreement and satisfaction and /or waiver of contingencies that may be reserved in the Purchase Agreement. B. Plans and Specifications. Final plans and specifications for the configuration, construction and shell build -out of New Pioneer's space within the Project will need to be incorporated into the Purchase Agreement likely as an exhibit describing the intended condition of the property at the time of closing and transfer of possession. Developer, through its contractors, will construct the building and fit out the New Pioneer space to "Shell" condition according to such plans and specifications as may be modified from time to time by agreement of the parties and /or through a change order process. Subject to final plans and specifications, the currently anticipated general features of the build -out of New Pioneer's space within the Project to "Shell" condition, are as follows: Shell Description It is expected that the New Pioneer condominium unit will be 100% complete oil the exterior of the building less signage, and that the interior of the shell includes the following: 18 foot clear height to the underside of the structure Concrete Floor that is hard steel troweled Exposed concrete columns, beams, and ceiling structure - unpainted Provisions under -floor including rough -ins for refrigeration Provisions for sanitary connections The interior side of the exterior walls will include insulation and vapor barrier only, ready for sheetrock Rough -in provisions for a kitchen hood Electrical service capacity for 1,200 AMPS Mechanical, Plumbing, Electrical, and Fire Protection Systems and IT infiastructure will be installed by New Pioneer in such a way that they are independently metered systems The entire build -out of the New Pioneer space in the Project from "Shell" to finished condition will be completed by New Pioneer and/or its contractors. C. Condominium Purchase Price. The final purchase price for the New Pioneer condominium unit shall be subject to New Pioneer's and Developer's agreement. It is anticipated that the purchase price will be determined based on the "Developer's Cost" for the New Pioneer condominium unit built -out to "Shell" condition. The specific mechanism and/or formula for determining the Developer's Cost will be subject to the agreement of Developer and New Pioneer and specified in the Purchase Agreement. The Developer's Cost will be based on design/build pricing and bidding, including a contractor's percentage acceptable to Developer and New Pioneer. The possibility of a Developer's profit or fee is to be negotiated, with any such amounts that might be included in the Developer's Cost to be subject to New Pioneer's approval. The method of determining and verifying labor and material costs, and allocating those to New Pioneer's condominium unit, will also be subject to New Pioneer's approval. New Pioneer anticipates that Developer will allocate to the purchase price an equitable portion of the Developer's Project costs for land acquisition, construction financing, construction period insurance, construction period property tax, design, and construction, plus the Developer's design and construction costs and fees of building out the New Pioneer condominium unit "Shell" to the approved plans and specifications, but exclude from the purchase price any marketing expense and sales commissions, and also exclude any Developer's profit or fees except those subject to approval from New Pioneer. It is anticipated New Pioneer's purchase price will include an equitable portion of the costs of the common elements of the building that benefit or serve the New Pioneer unit, but will exclude any costs for common elements that provide no benefit or are not used by the New Pioneer unit. All such costs shall be established in a manner that is acceptable to New Pioneer, shall be within a maximum cost that will be specified in the Purchase Agreement, and will be subject to reasonable verification by New Pioneer (or its agent Loeffler Construction & Consulting). Payment by New Pioneer for its completed condominium "Shell" unit shall be at the time of closing and transfer of possession, with earnest money to be negotiated and specified in the Purchase Agreement. New Pioneer and Developer each acknowledge that it is diffidult to accurately estimate the total Project cost and the cost of the New Pioneer space completed to "Shell" condition at the time of responding to the City's RFP. Nevertheless, given information available as of the date of the execution of this Letter of Intent, New Pioneer and Developer acknowledge that $120 per square foot of useable space is a good faith estimate of the "hard construction cost" for the "Shell ", with the actual "Developer's Cost" to be subsequently specified in the Purchase Agreement or othertivise by written agreement of New Pioneer and Developer. The "hard construction cost" excludes "soft costs ", such as land costs and architect fees, These additional costs, when known with accuracy, shall be equitably allocated between New Pioneer and the Developer, in a manner that is subsequently agreed to in writing by both parties. D. Financing Contingency. New Pioneer's purchase is subject to receiving a commitment for financing its condominium unit upon such terms and conditions as may be acceptable to New Pioneer in its sole determination. This financing contingency will either be 4 CHAUNCEY GARDENS, LLC- 79 waived before entering into the Purchase Agreement or reserved in the Purchase Agreement with a requirement for satisfaction or waiver before Developer commences New Pioneer's specific "Shell" build -out. E. Public Support. To the extent that the Developer is able to obtain TIP financing and/or other benefits through the City as an incentive to proceed with the Project, New Pioneer anticipates receiving an equitable allocation of such benefit to reduce the costs of the New Pioneer portion of the Project, because the city is very interested in the development having a occupant such as New Pioneer in the project. F. Design and Construction. The general design and configuration of the Project will need to be compatible with New Pioneer's intended use of the first floor, and otherwise acceptable by New Pioneer in its determination. Such consideration will include, but not necessarily be limited to, the following: L Locations of entrances and exits ii. Arrangements for deliveries, loading zones and trash storage iii. Specified Utilities, electrical service, gas service, mechanical and plumbing iv. Exterior and interior design and materials V. IIVAC systems with separate operation from remainder of building vi. Underfloor Refrigeration Rough-in vii. Electrical Service separate from remainder of building viii. Separate gas, water, electricity and other motors ix. LEED design and implementation X. Elevator service for both first floor and mezzanine xi. Trash, composting and recycling facilities xii. Parking immediately adjacent to the grocery entrance; 100 stalls G. Project Personnel. Key personnel on the Project will need to be acceptable to New Pioneer, including the architect, engineer, Project manager, general contractor, key subcontractors and possibly others. H. Parkin . New Pioneer's going forward will be contingent upon an agreement with the City, satisfactory to New Pioneer in its sole determination, with regard to pedestrian access from the adjacent parking ramp as well as for 100 parking spaces to be made exclusively available for New Pioneer's use within the adjacent parking ramp. New Pioneer will be responsible for negotiating such arrangements with the City, with the intent to have such matters resolved, if possible, before entering into the Purchase Agreement, but otherwise a condition of the Purchase Agreement. I. Condominium Matters. New Pioneer's proceeding will be conditioned upon Developer providing a condominium declaration that is acceptable to New Pioneer in all respects. New Pioneer anticipates that the condomnium declaration will carefully define all units and all general and limited common elements, specifically setting forth those limited common elements that are for the exclusive use of New Pioneer's unit; the exclusive use of New Pioneer's unit and some, but not all, of the other units; and the exclusive use of some of the other units but excluding New Pioneer's unit. Additionally, the declaration will need to appropriately allocate common element maintenance, repair and replacement expenses, as well as building operational expenses, so that New Pioneer pays assessments only for those common elements and those operational expenses that relate to those aspects of the building that serve or benefit New Pioneer's unit, and that New Pioneer is not paying for the expenses associated exclusively with one or more other units in the building. The process for assessments, building reserves, building management, owners association, voting, insurance and other condominium matters will all need to be acceptable to New Pioneer. The condominium declaration will either need to be approved by New Pioneer before entering into the Purchase Agreement or its approval will become a condition of the Purchase Agreement. Additionally, any rules in connection with the building's operation will need to be compatible with New Pioneer's intended use, including but not limited to those that may affect hours of operation or shipping and receiving. J. Basic Space Requirements. It is now anticipated that New Pioneer will have the following space requirements within the Project: i. Not less than 19,000 useable sq.ft. (net of stairs, elevator shafts, utility shafts and other nonusable areas) on the first floor (street level) with direct pedestrian access to the sidewalks on Gilbert and College Streets, as well as direct pedestrian access to the adjacent parking ramp; ii. Not less than 3,000 useable sq.ft, on a mezzanine or 2"4 floor for store operations which will include offices, meeting rooms, employee locker rooms and the server room, etc. iii. Not less than 600 useable sq.11, -of mechanical/equipment room space in the lower parking level iv. Loading clock access from College Street v. First floor climate controlled walkway and space for exterior seating of approximately 2,000 useable sq.ft, along the north side of the building (in addition to, not part of, the 19,000 sq. ft.) vi. Not less than 200 useable Sq.% in lower parking level for trash, recycling and composting (may be combined with other building users so long as New Pioneer's requirements are satisfactorily met) 6. Time Frame. The parties acknowledge that the Project is still in an early phase. However, if the Developer's Project is not going to come to fruition within a reasonable time frame, then New Pioneer may wish to pursue other possible opportunities. As such, the parties agree that they shall proceed with the expectation that the Project will be ready for occupancy some time during the 4 °i calendar quarter of 2014 through the 1st and 2 n calendar quarters of 2015, and each party shall keep the other timely advised of any matters that might arise that could materially affect the availability of the Project for such occupancy. 7. Cooperation and Coordination. Unless negotiations and discussions are terminated by either party, it is anticipated that the parties will coordinate their plans and cooperate to the extent reasonable in connection with further developing plans for the Project and specifically in connection with responding to an RFP from the City. While Developer shall take the lead responsibility for all such matters, New Pioneer shall cooperate to the extent of its desired space l3 CHAUNCEY GARDENS, LLC- 81 within the Project. New Pioneer is committed to be a part of the Developer's Project as the Developer proceeds with his proposal and feasibility analysis, provided the Developer continues to demonstrate a serious interest in pursuing the Project, continues to assemble a team of professionals, contractors and investors capable of fulfilling the Project, and articulates a reasonable plan for financing the Project. If at any time prior to entering into the Purchase Agreement the Developer shall determine that this Project is no longer feasible, Developer shall promptly notify New Pioneer of such determination. Similarly, if at any time prior to entering the Purchase Agreement should New Pioneer determine that it no longer wishes to participate in the Project or that Developer's progress on the Project is not satisfactory, in New Pioneer's sole determination, New Pioneer may indicate to Developer its election to terminate negotiations and discussions pertaining to the Project. New Pioneer will reasonably cooperate, on a non - exclusive basis, with Developer towards the objective of the Developer's proposal becoming the approved proposal submitted to the City for the development of the Site and for Developer to proceed with its Project which will incorporate the condominium space for New Pioneer's ownership and use. I3owever, New Pioneer reserves the option should there be, in New Pioneer's determination, other viable and timely projects, for New Pioneer to work with any other party for a project on the Site or elsewhere that appropriately and/or timely addresses New Pioneer's business needs. 8. Additional Office Space. Before the Developer commits to selling or leasing space on the second floor that would leave less than 5,000 useable sq.ft. remaining, the Developer will contact New Pioneer with regard to any interest for additional second floor office space. Tlris option for additional office space is independent of the 3,000 useable sq.ft. on the mezzanine or second floor for store operations as specified in S.J.(ii) above. 9. Confidentiality. New Pioneer and Developer hereby each agree to hold as confidential all the other's plans, building designs, concepts, strategies of construction, financial circumstances, cost estimates, financing, and other matters related to a party's potential participation in the Project as may have been or may be disclosed by one party to the other party in connection with the discussions and negotiations related to this Letter of Intent and the Project, and that are not otherwise generally known ( "Confidential Information!). Any disclosure of Confidential Information of a party by the other party shall only be made after the party whose Confidential Information is being disclosed has agreed to such disclosure in writing in advance. The parties each acknowledge that if Developer submits a proposal to the City of Iowa City, and also if the Developer's proposal is approved by the City, disclosure of certain Confidential Information and the Purchase Agreement contemplated herein to specified third parties as a part of implementing the Project will likely be necessary. In that event, the parties agree to cooperate in such disclosures, which shall be agreed to in writing in advance. The parties further agree this provision shall survive in the event of termination of this Letter of Intent. Nothing in this provision is intended to limit a party firom disclosing the Confidential hiformation of the other, on a need to know basis, to a party's representatives, consultants, lender(s), attorneys, contractors or other agents, in connection with its due diligence and investigations relating to the continuing discussions and negotiations contemplated by this Letter of Intent. 10. Non - Binding. This Letter of Intent does not constitute an agreement to negotiate, but solely constitutes an outline of some of the terms for negotiation. The parties will in good faith diligently pursue discussions and negotiations in an effort to come to and refine terms and conditions for final documents for each party's review and approval, some of which may be multi -party agreements. While this Letter of Intent is intended to provide the parties guidance in pursuing negotiations and discussions, except for Paragraph 9 and the next paragraph of this Paragraph 10, it is not binding, and the terms of any final agreement may be the same as, similar to or different from the provisions of this Letter of Intent. New Pioneer and Developer each acknowledges and agrees that each is proceeding with its side of negotiations at its sole cost and expense (which may involve substantial transaction costs) and that either party may terminate negotiations for any reason, at any time, without any liability or obligation to the other. Further, neither party shall have any legal rights or claims against the other party by reason of any action taken, statements made, writings delivered or other matters undertaken by a party in reliance upon this non - binding Letter of Intent - including, without limitation, any expenditure of funds, partial performance of transactions contemplated herein, or any other actions of party. This letter of intent shall be of no finther effect upon either i) the parties entering into final agreements, or ii) the termination of discussions and negotiations between the parties pertaining to the matters contained herein. The parties anticipate that their discussions and negotiations will be completed or terminated before the expiration of twelve months after the execution of this Letter of Intent. Developer New Pitmgw;!�operative Society , title Date 9 Z ✓ %2J Date tiu 1i M CHAUNCEY GARDENS, LLC- 83 Letters of Intent In addition to the previous letter of intent, we are in serious discussions with three other clients that have expressed interest in over 20,000 sf of Class A office space. At this time they wish to remain unnamed. Private Developer for College SL/Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Marketing Approach Tom Kaut and Chauncey Gardens, LLC will utilize local contacts and the latest technologies to provide excellent information, communication, and service for clients. This project will be syndicated on several different websites including www.tomkaut.com, www.lepickroeger.com, www.realtor.com, and www.trulia.com. Tom has been providing professional real estate services for 20 years with over $125 million in real estate sales in the last 10 years. He specializes in residential, investment property, new construction sales and development of multi - family and residential real estate. In addition, Neumann Monson Architects will support marketing efforts by supplying print and digital graphics. This will also include 3D physical models and 3D digital renderings and animations. The following avenues will be used to market the project: The Advantage: - - • Aweekly 24 page publication in the Press - Citizen on Saturday • New Listings with photos and property details New Li • Open houses with photos and property details • Specific agent listings Local Websites: • The Lepic - Kroegerwebsite: www.lepickroeger.com YOUR WEEK {ru BUTI Cu1EM tEPICKROEGER.COM • Iowa City Area Association of REALTORS& www.icaar.org/ " -_._ _.. '•"' • Cedar Rapids Area Association of Realtors: www.crrealtors.org / _ • The Iowa City Press - Citizen: www.press-citizen.com • IDX Member r ..�.`..�. The Lepic Kroeger blog: http : / /gettheadvantage.blogspot.com Social Media including Facebook, Twitter and Linkedln National Websites: We will also utilize the intenet to spread the word about all of our homes that are being marketed via over 50 websites. With real time data feeds, the properties will always be up -to -date. Website traffic statistics are also available for these national websites: AOLRealEstate.com Buerhomesite.com Classifies.org CLRsearch.com CommercialFinder.com CondoQuickFind.com CyberHomes.com ELookyLoo.com Fizber.com Foreclosure.com FrontDoor.com Google.com HomeFinder.com Homegain.com HomeOnTheTube.com Homes.com HomesAndLand.com Homeseekers.com Hotpads.com Housel-ocator.com Justsnooping.com Kazork.com Land FarmAndRanch.com LandQuickFind.com ListingMania.com MyRealty.com Oodle.com PropertyPursuit.com Real - Estate.com RealEstateBook.com Realtor.com RealtyTrac.com Relohomesearch.com Trovit.com Trulia.com Vast.com Vlshomes.com Yahoo! Classifieds Yahoo! Real Estate Zillow.com CHAUNCEY GARDENS, LLC- 85 Proposed Purchase Prices We propose to acquire in fee title that portion of Lots 3 and 4 in Block 43 and the City's alley necessary to construct our planned mixed use building for a total purchase price of $1,000,000. We request that the City grant us easement rights over the City's property at the northeast corner of Gilbert and College for the purpose of relocating the park. In order to complete the project, we will require the City's grant of subterranean rights under this property, as well as under the existing Chauncey Swan parking ramp, for the purpose of constructing underground parking and use for geothermal wells. Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 Gap Financing We request that the City make a loan from its General Fund balance with a 20 year repayment schedule to fund a construction grant to provide gap financing forthe Project in the total amount of $12,000,000 as more particularly set out below. We propose that the loan will be made when we have submitted evidence satisfactory to the City that the Developer has received equity capital and mortgage financing. First, as a part of this gap financing, we request that the City provide us with a matching grant of up to $250,000 for predevelopment expenses such as architectural, engineering and environmental assessment. The City would pay 50% of all documented invoices up to the matching grant amount. Second, we request a forgivable loan of $3,000,000 for acquisition, demolition and clean up of the entire site, to be secured by a mortgage on the property subordinate to our construction lender. This Mortgage will be released upon the City's insurance of a Certificate of Occupancy for the Project. Third, we further request that the City make a grant for direct construction costs. Based on total project construction costs of $45,000,000, the requested grant is $8,750,000. If ourtotal Project costs are less than anticipated by 10 %, the final grant payments will be reduced on a prorata basis. We propose that construction grant funds be released on a prorata basis with the proceeds of our construction loan for progress payments to the general contractor. CHAUNCEY GARDENS, LLC- 87 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 10. Exhibit B Tom Kaut, a member of the development team, pleaded guilty to conspiracy to distribute cocaine. This is a regrettable circumstance in Tom's life but he has paid his debt to society and has been a proud and productive member of our community since that time. He has no other criminal history. EXHIBIT "B" LISTING OF LAWSUITS OR LITIGATION WITHIN THE PAST FIVE YEARS Lawsuit or Litigation None Status or Outcome None Comments None CHAUNCEY GARDENS, LLC- 89 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 11. References CHAUNCEY GARDENS, LLC- 91 Ago '*' CORALVILLE NWS VY RE: Jesse Allen and Tam Kaut OBA Chauncey Gardens LLC TO Whom It May Concem: The City of Coralville has worked with Jesse Allen on various projects within the city ranging from individual single family homes to development of an entire subdivision. We have found Mr. Allen his partners and employees to be very professional to work with and his projects to be of a high caliber of workmanship. He has been very cooperative in working with city staff to assure that his projects adhere to city codes and ordinances. We had not had customer complaints voiced about Mr. Allen's work or delay in completion of jobs. We would welcome the opportunity to work with Allen Construction in the future. � ' � ' "Tim Kessler Building and Zoning Official Ph: 319.248.1720 Fax: 319.298.1894 jkessler @d. Coralvi Ile. ia.u5 City Administration 15127" Street Coraluille, Iowa 52241.1701 Ph: 374248.1700 Fax 31$241884 Iowa City Area Developmem Group FXftwrdinary uppartum: in unex Peysr ii pl OCr September 24, 2012 City of Iowa City Attention: Tom Markus 410 E. Washington St. Iowa City, IA 52240 It is with great honor that we submit this letter of reference for Neumann Monson Architects. As one of the prominent Iowa City architects whose work has demonstrably benefitted the landscape of this community and region, the principals of this firm have long supported the views and mission of the Iowa City Area Development Group. Kevin Monson has served on the ICAD board of directors and has been instrumental in leading the organization to where it is today. He and his staff have provided invaluable assistance in the conceptual development of the CoLab space. Their modern vision for creating unique, inviting spaces with distinctive eye for detail in the structures they have designed has created significant benefit to the area as we work to attract investment, businesses and talent. ICAD is eager to work with the Neumann Monson team in marketing the needed office space this project will bring to the city. With the size, location and concept of this project it would be an ideal fit to be featured nationally as part of the Shovel Ready Certification network of site selection consultants and national real estate firms. In closing, we are grateful for the ongoing support Neumann Monson has provided to ICAD and the Iowa City Area and trust they would be a valuable partner to the city for this project. Sincerely, Mark Nolte Interim President Iowa City Area Development Group m nolteP iowacitya rea.com 325 E. Washington Street, Suite 101 Iowa City, IA 52240 319.354.3939 IowaCityAreaDevelopment.com Hills Bank and Trust Company September 19, 2012 Thomas Kaut & Jesse Allen 3551 Donegal Court Iowa City, IA 52246 Dear Tom and Jesse: 1009 2nd Street Coralville, IA 52241 319 -351 -8000 This letter shall serve as a letter of credit reference to confirm years of satisfactory performance that Hills Sank and Trust Company has experienced with each of you in providing both construction and development financing. We understand that you are looking at a project within the city limits of Iowa City and that a letter of credit reference has been requested. Should this project proceed, we would be happy to review the project and related loan requests. While we are not yet in a position to grant a binding loan commitment, we appreciate your giving us this opportunity. Please consider this as our non - binding Letter of Interest to work with you on this project. Thank you for your ongoing relationship and the opportunity to providing you additional services in the future. Sincerely, Tim D. Finer Senior Vice President Hills • Iowa City • Coralville • North Liberty • Kalona • Cedar Rapids • Lisbon • Mount Vernon - Marion • Wellman hillsbank.com 1- 800 - 445 -5725 ✓e Bank September 18, 2012 Tom Kaut c/o Lepic- Kroeger, Realtors 2346 Mormon Trek Blvd Iowa City, IA 52246 Re: Letter of Interest and Recommendation for City of Iowa City project RPP Dear Tom: I'm glad to provide this letter of interest to work with you and potential partner(s) on the City of Iowa City request for formal proposal at the northeast corner of College and Gilbert Streets. I believe you will be able to offer a very nice final project that will add to the attractiveness of the greater downtown Iowa City. Mule this is not meant to serve as a financing commitment to lend on the proposed project, we'd gladly work with you and potential pariner(s) on it. MidWestOne Bank has enjoyed a great working relationship with you on personal banking as well as construction and development projects since 2008. Just as one of our bank's operating principles notes, you have always conducted yourself with the utmost integrity. You and your companies are valued, creditworthy, and respected clients of this bank. Please let me know if you or anyone else related to this request has any other questions- I'd be glad to help you with them. Sineere�y, r ,, Jerry Waddilove Vice President. Regional Credit Officer MidWestOne Bank Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 12. Unique Resources & Capabilities • Our team is committed to the success of Iowa City. • Our team has long -term Iowa City roots, past and present. We are truly local. All dollars are filtered directly back into the local community to support a healthy economy for Iowa City's future. Our team has an impressive depth of experience in coordinating all facets of the project. • We propose innovative, foward- thinking design solutions. • We will respond quickly to challenges that may arise. • We are willing to listen to all parties at the table. • We are committed to a community- minded approach. • We are committed to using cost effective, renewable energy resources. • We are committed to energy efficiency and sustainability. • Our team brings extensive experience in the local commercial business market. • Our team brings experience in the local housing market. • Our team brings years of experience with mixed -use experience. CHAUNCEY GARDENS, LLC- 97 Private Developer for College St./Gilbert St. Northeast Comer> City of Iowa City> November 21, 2012 13. Exhibit A EXHIBIT "A" Proposal submittal signature form The undersigned attests to his /her authority to submit this proposal and to bind the firm herein named to perform if the firm is selected by the City of Iowa City. The undersigned further certifies that he /she has read the Request for Proposal, terms and conditions, and any other documentation relating to this request; has complied in all respects with all conditions hereof, and this proposal is submitted with full knowledge and understanding of the requirements and time constraints noted herein. The undersigned hereby further acknowledges that it accepts the terms of the Request for Proposals in its entirety and by the submission of its proposal hereby waives any claims or claims to irregularities that arise out of such RFP, the process employed by the City to solicit and develop proposals, the RFP evaluation process described in the RFP, and agrees to release and hold harmless the City, its employees, agents, and consultants from any claim, loss, or damage arising therefrom. The undersigned hereby authorizes any person, firm or corporation to furnish any credit history and financial condition or other information required by the City to verify information related to the Firm's submission to the City. hereby certify, on behalf of the undersigned firm, that the above information is true and correct to the best of my knowledge and that the City may rely on the information provided. Firm name: Chauncey Gardens, LLC Home office address: PO Box 3473 City, state, zip: Awa City ly�wa X240 Signature: Y, U Date: fSeptembo 28, 2012 CHAUNCEY GARDENS, LLC- 99 40400000 CHAUNCEY GARDENS, LLC Chauncey Gardens, LLC PO Box 3473 Iowa City, Iowa 52240 319.530.8238 r �h® CITY OF IOWA CITY MEMORANDUM Date: November 14, 2012 To: Inter ted parties From: John Yapo, Transportation Planner Re: Chauncey Gardens proposal for redevelopment of the College St / Gilbert St corner The Chauncey Gardens ' posal has been recommended as a finalist proposal for presentation to the City Council at its November 26 work session. In their initial proposal, the Chauncey Gardens team proposed wilding on the Chauncey Swan Park site, just north of the redevelopment site at the northeast corner of College St / Gilbert St. The development proposal revie committee recommended the Chauncey Gardens proposal be forwarded as a finalist, but fo construction on the identified redevelopment site, not the Chauncey Swan Park site. The view committee included representatives from the City Council, City Managers Office, D artment of Planning and Community Development, Department of Public Works and Engine 'ng and City Attorney's Office. The proposal on the City's website as of No mber 15 is the initial Chauncey Gardens proposal. It will be amended to reflect construction on t e identified redevelopment site at the north east corner of College St / Gilbert St. 04 A CHAUNCEY GARDENS, LLC Coll e St./Gilbert St. Northeast )Corner "X ci ty of low city City November 13, x 12 1 im W Chauncey Gardens Located on the former site of 9hauncey Park, this solution provides a ne and enlarged community green space with many civic amenities. Th reinvented park's gently folded planes interlin multiple levels and create a variety of spaces. The park becomes sun - filled stage for a variety of community even®r7the ith community gardens on level 5, shared residential gard s on floors 6 -14, and a public wine garden on flo building becomes a natural extension of the verdant en space. Private Developer for College SUG 11tert St. Northeast Corner > City of Iowa City > September 28, 2012 The project creates a pi natural extension of the f on many different levels. ( elevated park on the comer of College and in mall located to the west on College Street. P public venues can be found on multiple levels ,.. odli P #WP` A streets; the park becomes a ns gain access to the building e building. CHAUNCEY GARDENS, LLC - 3 View from the former site of the bike library. accommodate a variety of potential civic oppol community bike rental program. j ga;rku„ — to ME r � i� new Chauncey Park provides gre space on many levels to ies such as a sculpture park, an ou oor amphitheater, and a Pmle Developer for College SUGilbert St. Nobeast Comer> Gq of Iowa City> September 28, 2012 Located at the north end of the site the balding provides many opportunities for an army of commercial and office settings, including the new home for NeP. /Pioneer Food Coop. \ CHAUNCEY GARDENS, LLC- f Chaundev Gardens You ,, Ch k out the project on YouTube: hltp:/ youtube.corn/watch?v =hCL Search fo Chauncey Gardens St. Northeast Comer> City of Iowa City> September 28, 2012 Table of ontents tter 11 nfor ation 13 a of Development Entity 13 /cting ng Entity 13 tional Chart t£ Team Members 14 Experience 21 7. Financial Capacity 27 scription 37 tion &Financing 75 B \Unique 97 as 99 Re ources $ Capabilities 105 107 CHAUNCEY GARDENS, LLC- 7 Private Developer for College SUGlihert St. Northeast Corner > City or Iowa City> SeOtemtur 28.2012 Al i� CHAUNCEY GARDENS, LLC September 28, 2012 John Yapp Jeff Davidson City Clerk, City Hall 410 E. Washington St. Iowa City, IA 52240 RE: College St. /Gilbert St. Northeast Dear John, Jeff, and the Selection On behalf of Chauncey Gardens, LLC I am Gilbert St. Northeast Corner site. site Chauncey Gardens, LLC appreciates the opportdl as the Developer, looks forward to working with th( envisions an urban neighborhood that will become We are all personally vested and committed to the Enclosed are the original and 10 copies of the request for proposal. If you have any questior Chauncey Gardens, LLC P.O. Box 3474 Iowa City, IA 52244 / alienhomesinc@gmail.com 319.530.8238 Sincerely, P— ) d`—" Jesse Allen President, Chauncey Gardens, to su4it the enclosed proposal for the College St. / be a part of this exciting project, and if selected of Iowa City on our innovative solution that ,tination point for community exchange. fruition of this exciting project. ng all submissions as outlined in the proposal you can contact me at: PO Banc 3473 • Iowa Cky, IA 52240 • 3195309398 Private Developer for College St (Gilbert St. Northeast Comer> City of Iowa City> September 28. 2012 2. Contact 1 formation 3. L al Name of Develo ment Entity 4. Contracting Entity CHAUNCEY GARDENS, LLC Chauncey GardensN PO Box 3474 Iowa City, Iowa 52244 319.530.8238 Contact: Jesse Allen allenhomesirvc@gmail.com Principals/not Jesse Allennt Tom Kaut, id nt John Rum naging Member George Wanaging Member Legal Enti Chauncey LLC This ent ty currently exist and will be ated at the time the pr warded. CHAUNCEY GARDENS, LLC- 11 5. pnvf 5. Team Mem NEUMANN MONSON ■�knut On ARCHITECTS ■, cons crlan Neumann Monson Architects Knutson C struction 21 East College Street, Suite 303 2351 Scot oulevard SE I a City, Iowa 52240 Iowa Ci ,Iowa 52240 319. 38.7878 319.3 .2040 Dwight 134berstein BrAd Johnson MGn E pnvc s Plenren BRADLEY & RILEY PC "Ci M�rxf uv� Y� i,nara�Md,rm AtT<fP. \flS AA9 C(1l @9nnR4 ER.1lM„pM9'' Epaci d, W CEOAR RAPI61 -IQN'A Cfn' MMS Consultants Bradley $ Riley PC 1917 South Gilbert Street 1 South Gilbert Street Iowa City, Iowa 52240 Iowa City, Iowa 52240 319.351.8282 319.466.1151 Duane Musser / \ Michael Pugh dmusser @mmsconsulta s. net mpugh @bradleyriley.com bergan aulsen?� 'eoyenr Mana;emrnt Berg an Pa sen Heritage roperty Management 2530 Co or Way, Suite 301 220 East rket Street Coralvill ,Iowa 52241 Iowa City, to 52245 319.351.8404 Craven Tony Vespa CHAUNCEY GARDENS, LLC- 13 r= Y Jesse Allen Chauncey Gardens, LLC President With over 12 years of experience in developing and constructing residential and mixed - use facilities, Jesse will apply his knowledge to the budget and schedule control of this project. As president of Chauncey Gardens LLC he will serve as the main point of contact for the project. He is a fourth generation Iowa City -an and is familiar with many community members. He views this project as an opportunity to weave together public and private spaces and to celebrate the uniqueness of downtown Iowa City and is dedicated to the project's success. 2 Tom Kau\t John R. Run Chauncey Ga LLC Chauncey m, LLC Vice Presiden Member ananer Tom has been prov, ing professional real esta services in Iowa City for nearly 20 years. He is well -known with both commercial and residential markets and is consistently in the Zip 10 for real estate sale volume in Iowa City. specializes in resid tial investment prope new constructi, sales and the de/,,ar' ent of multi -famd residentiI l state. In addition t investing in the /Tom will lead the ng efforts for the both commercial ,idential units. In add' Ion to being an inve or in the project, Jo brings a strong d ire for and knowledge sustainable initiatives. e will work closely with Krieger (Neumann Mo on) and client entities to cre e a sustainable plan for a project that will be on ack to achieve LEEDcerti tion. John's experi ce in past commerci and residential devel ments will be valuable to team. John is an to City native, having live and worked in Iowa City II of his life. Private Developer for Colleg6 SUGilbert St. Northeast Cmer> City of Iowa City> September 28, 2012 i t. t t - George C. Wagner Chauncey Gardens, LLC Member Manager George brings a wealth of research, planning and engineering-management expertise to the project. An Iowa City native, he's managed and delivered on multi - million dollar municipal projects for international engineering software companies. His graduate studies in geography - which emphasized urban economic development and GIS applications - coupled with extensive experience acquiring and managing investment properties, make him well - positioned to deliver on this multi - dimensional Dwight Dobberstein Neumann Monson Architects Principal-In- Charge / Project Manager As Project Manager Dwight will ultimately be responsible for the project's success. All activities and team members, including consultants, are directed through him. Asa Principal with Neumann Monson he has the ability to adjust the project team as needed to meet just schedule demands. He has worked extensively on mixed -use facilities including Hieronymus Square in downtown Iowa City. Dwight is a LEED Accredited Professional and will be an important resource in this regard. 4 i> Neumann Monson AT Project Designer Khalid has acted as Project Designer on ma projects, including work that has been honored with state, regional, and national design awards. As Project Designer, Khalid will be responsible for the building design, conformance to program, and adherence to cost parameters. He will work closely with all team members, including consultants and Knut n. Khalid brings over 2 years of experien on a variety of projec . Parker Dobberatel Neumann Monson rctm ctr ProjectArchl ct Parker brin significant experien with a variety project ty es including recent axed -use At nce with Jesse le nd Tom Kaut. H ill be responsible For inating all ci 'nes and consultants oci tad with the project. ssuring that the projectjo performance, objectives, udgets, and schedu s are on target are rimary responsibilities. Parker is also a LEED A edited Professional and ill contribute to these decisions. rview Matt Krieger Neumann Monson Architects SustainabNity Leader Matt serves as the firm's "Green Team" leader and will act as the Sustainability Leader for this project. Mattis an important resource for all of Neumann Monson's sustainable initiatives and has a tremendous amount of experience in this regard. Matt stays current on the latest available products, techniques, and funding sources where sustainability is concerned. Matt is a registered architect with a wide variety of experience, including 7 LEED projects to his credit. He will work closely with John Rummelhart to test and implement sustainable initiatives for the project. CHAUNCEY GARDENS, LLC- IS Overy David Tillotson Neumann Monson Architects Quality Control David serves an important role of assuring the quality of the project by coordinating drawings and specifications. He brings many years of valuable experience to the team and is also responsible for producing solid specifications. David's role will be to partner with Knutson and other members of the design team throughout design development and production of construction documents. Brad Knutson Project As Project Executiv Brad's responsibility i to ensure that Knutson'.. construction personnel have the necessary knowledge, experience, and resources available to guarantee t/ent can complete responsibilitie successful m will maintain continuous co Knutson's mateam through course of th project. Brad's exp fence with leading cc plex projects on cons ined urban sites and wg with every memb the team is Steve Manager As roject Manager, S ve is responsible for Pfie overall coordination of the project and construction process. These responsibilities I clude: communication wl the project team; sch dulino and cost negoti ions, award, and manage ent; material buyout a procurement, and project dministration. As an Iowa ' native, he enjoys stro local relationships wit area subcontractors an suppliers. Steve's p ject background includes both new construction and renovation in the institutional, residential, and retail markets. Pdvale Developer for College StlGilbert St. Northeast Corner > City of Iowa City> September 28, 2012 Nic Plecker Knutson Construction Estimator Nic's responsibilities include preparation of budget estimates, value engineering, systems cost analysis, scheduling of design and construction activities, subcontract negotiations and award, project administration, and cost control. He has prepared bids and conceptual estimates for a variety of sizes and types of construction projects. His experience and knowledge of construction costs allows Knutson to competitively price estimates. Nic actively researches new technologies and communicates with subcontractors to remain on top of latest construction practices i d'ustry-wide. Overview MMS consultants Landscape Architect Duane has 20 years of experience as a Landscape Designer and Land Planner. He is responsible for the layout, design and development planning of commercial and residential developments and multi- family subdivisions. For this project Duane and his civil engineering team will be responsible for demolition plan, site plan, site grading plan, utility plan, landscape plan as well as assisting in any electrical plan and erosion control plans. Bradley & Riley Attorney Michael is a shareho er with Bradley & Riley P where he practices i i re estate, business, zoning and land use. He received his B.A. degree from the University of Iowa and J.D. degree from Indi a University. Michael i AV Preeminent Peer view rated by Martind e- Hubbell and is sted in The Best La ers in America fo eat Estate Law and and Use and Zoning -aw. He is also accre ited by the U.S. Gr n Building Council a a LEED (Leadership in nergy and Environmental Design) Green Associate. Bergan Tax Di Denni is tax director and has een in the accounting ino6stry since 1979. He ned Bergen Paulsen in 2010, focusing primarily on Nx preparati on/p Ian ni ng a business consulting. H in the real tate, construction and la development ndustrie Dennis is a native of anhope, Iowa. He receive is B.S. in Business Ad 'nistration from Drake Un ersity. Heritage Property Management Property Manager Founded in 1985, Heritage Property Management opened has been an active force in the Corridor area for over 25 years. We manage approximately 900 rental units, ten condo associations, and a small amount of commercial property. Heritage handles all aspects of the rental process including: pre- screening tenants, collecting all income and depositing into the owners' accounts, handling all maintenance calls, supervising the preparation and presentation of available units, and sending monthly reports to our owners. CHAUNCEY GARDENS, LLC- 17 Private Daveloper for College SUGilbert St. NorfheaSt Cormir > City of Iowa City> September 28, 2012 rience CHAUNCEY GARDENS, LLC- 19 Featured Projects shington Plaza, Iowa City, Iowa De toper: Jesse Allen + Tom Kaut A $7. million project consisting of 3 comme ial space. Because the proj incorpora s a flood proof first floor. T below gra The project is designed t materials unshades are used 0 coordinat Neumann Monso Ar 0 co ominium units and 3,865 square feet of ect s located within the flood plain, the design w evels of parking are provided one of which is give a pedestrian - friendly experience. Natural the experience. The project was developed in chilects and will be completed in Sunmer 2013 Northside Commons, N*a City, Iowa _ Developer: Jesse Alle Tom Kaut This $3 million mix e u__ project is located in Iowa City's historic Norlh Side neighborhood. The rojec\'ect s 10 condominiums and 2,100 square feet of commercial space. a desss has involved hosting multiple "good neighbor" meetingstoallowc'izensvoackorconcems . This has given the project avery community -minde spirit. Tt provides a sustainable housing solution, which targets long-ter tenants/hors to help stabilize the North Side marketplace. It is designed blend with istoric mixed -use structures. Window patterns, scale, materi s, help to achia project is in the schematic design phase and is being des' ned in coordinh N mann Monson Architects. Burin on Commons, Iowa City, Iowa Devel per: Jesse Allen Forryt rly Hansen Auto Body and an eyesor\parkiscreened ington Street, this project is no home to 10 condominiums. The $3.2 mt incorporates parking below de and on ground level; with ground level from view. The project ncorporates higher level fnishes and details th quality tenants. The project was completed in fall of 2012. St. Nariheast Caner > Cry of Iowa City> September 28, 2012 Rochester Ridge, Iowa City, Iowa Developer: Jesse Allen This highly marketable single - family sul development is located near Lemme Ic area's gentle rolling hills surrounded by m construction. Work also included wetland park land. The project's popularity is evide sold out in the first year. FgAtured Projects vision is valued at PA million. The entary and Regina igh School. The re trees were caret ly maintained during �storation and pr ides centrally located % that 68% of Pie first two phases have KW Realty Group / KW Custom Homes, Inc. Developer: Tom Kaut This investment company was created to develop and uild single family residential home lots. This entity is well known for purchasi and b 'Iding Country Club Estates Parts 2 & 3, a $3.6 million Iowa City residential ousing de elopment of over 53 lots. KW Custom Homes, Inc. has built over 60 he s in the Iowa iiy area since 2004. Westgate Villas Developer: Tom Kaut This $4.5 million, 37 -unit luxury cond development located on the st side of Iowa City. Tom Kaut was able to sellout is development within one ye ar. a project was done in coordination with Steve K Ii. TC Investments Developer: Tom /Kaut Tom Kaut is the P TC Investmen ts, LC. Based on a strong work ethic a d the purpose of buildilio of income producing properties. Created for acq 'ring investment prope term holding periods and investing in residential & m Iti- family developme estments has a portfolio of 52 rental units. CRAUNCEY GARDENS, LLC- 21 Featured`Projects 172 Waterfront Drive, Hy -Vee Food Store Re evelopment, Iowa City Deve er: Blackhawk Partners, John Rum elhart Principal, Member Manager A large, 4 -acre redevelopment and rezoni project. The scope encompasses successfu and acquisition, zoning changes nd large scale negotiations with clients and the City. 1419.1423 Wate ont Drive, Iowa C' (formerly Contractors Tool & Supply) Developer: Black wk Partners, J n Rummelhart Principal, Member Manager current site of Bochn Chocolates John oversaw the acquisition of the site, and the planning and constructi n of this 9,000 sf building. Energy efficient features include specialty block constructi and n -floor heating. The natural gas usage for the entire building for first complete y r f occupation was under $1,200. (1997 -1998) 425 Highway 6 East, Office o, f +Aohdvance Auto, Iowa City Developer: Blackhawk P rtne John Rummelhart Principal, Member Manager Redevelopment of Office epot a \aconstruction vance Auto Parts, who were current tenants. Work included planning build -out supervision with multiple - national tenants. John Rummelha roperties Developer: Joh Rummelhart A multi - family r I estate holding company. Pr ernes include a mix of single family, multi - family, a d historic multi - family houses and artments. Pnvate Developer for Grollege SUGilbert St. Northeast Corner > City of Iowa City > September 28, 2012 y; Featured Projects Wagner Management, LLC Developer: George Wagner, Principal, Mem Manager Aproperty management company formed and ope led to acquire, improve a provide quality, desirable housing units for the Iowa City BD rental unit mark . Portfolio maintains over 25 -year history of long -term holding a successful oper ions. Mix of single - family homes and duplex units. Goosetown Rentals, LLC Developer: George Wagner, Principal, Member Manag\r-qe Aproperty management company formed and operated to aprove and provide quality, desirable housing for the Iowa City NODO (North rental unit market. Portfolio goal is long -term holding and progressive reputati quality operations. Mix of single - family homes and duplex units. Wagner FLP Developer: George Wagner, Principal A farming operations partnership enterprise forme to nally anage and acquire agricultural land in Iowa. The partnership p rsues al and fessional hands -on approach, with proven results of meetin goals aves in to s of land stewardship, profitable production, accurate a unting ty commu ' tions with tenant farmers. CHAUNCEY GARDENS, LLC- 22 Featured Projects 1 Plaza Towers, Iowa City, Iowa Developer: The Moen Group Neumann Monson Architects designed this 210,000 s/ovide -use facility to take advantage of the city's maximum allowable height limit to dramatic views from tha,living quarters. The project include with generou balconies and roof terraces for utdoor living. Commercial space includes a oceryJrestaurant, a hotel and confer nce center, and office space. Residential ptions range from rentable loft spaces, condominiums, to multi -level penthouse . Private parking is available below the building and a surface lot to the south provi es parking for grocery customers. A climate -cont Iled arcade space is located di ctly off of the grocery and lobby and engages with t adjacent pedestrian mall. he project was built for $24,000,000. Contact: Marc en, 319.351.3900 Whiteway 2000 Bull 'ng, Iowa Developer: The Moen roup With a limited budget and nstrl create an alternative to the t story structure, consisting o street level, replaces a h' oric 1999. The $2,859,064 ulding Contact: Marc Mo , 319.351.: IGrtion period, Neumann Monson was commissioned to il student apartment building in Iowa City. The seven - single occupant apartment units with a restaurant at ree -story building that burned down in the spring of vv4 completed in 2000. VDeoper: nd, Coralville, Iowa Hodge Construction n Monson Architects designed this proje t located in Coralville's Iowa River District. The overall River Bend portion wi eventually be comprised of three separate and similar stand -alone sub - projects. The pr 'ect is a mixed -use development consisting of partial residential, commercial and below g de parking for residents. The Iowa River is to the east of the development and offers a aordinary views of the River and Peninsula. There area total of 44 residential units r Bing from 500 at studios to 1500 sf three - bedroom units. Each unit is unique. Com rdal spaces below are intended for office, retail and restaurant use. The 78,000 sf stru ure was completed in 2007 for $12,000,000. Contact: Kevin Digmann, 319.631.0548 Private D per for College SUGilbed St. Northeast Caner > Oty of ]me Clty> September 28, 2012 i [city ENS, LLC - 25 Pro We anticip; Uses of F Purchase Design, ei Direct cor Other indi Total Anticipat Conventic City Gap i Owner eq Total anti P6vate Develo; HlTj Bank an T st Company 19, 2012 Thomas Kaut Jesse Allen 3551 Donegal C urt Iowa City, IA 52N6 Dear Tom and Jesse: 1009 2nd Street Coralville, IA 52241 319- 351 -8000 This letter shall serve as a 1 ter cf credit ref ence to confirm years of satisfactory performance that Hills Rank d Trust Co pany has experienced with each of you in providing both construction an Xh&srequested. nt financing. We understand that you are looject within the city limits of Iowa City and that a letter of credit reference Should this project proceed, we would be happy to review the lated loan requests. While we are not yet in a position to grant a binding loan t, we appreciate your giving us this opportunity. Please consider this as our n Thank you for your ongoing services in the future. Sincerely, Tim D. Finer Senior Vice I ette f Interest to work with you on this project. and thX opportunity to providing you additional Hills • Iowa City • Coralville • North Liberty • Kalona • Cedar Rapids • Lisbon • Mount Vernon • Marion • Wellman hillsbank -corn 1. 800445 -5725 Hills Bank and Trust Company September 28, Jesse Allen Allen Homes. Inc. 3704 Lower West Branch Iowa City, IA 52244 -3474 Dear Jesse: This letter shall serve as a letter ofA performance that Hills Bank and Ti both construction and development We understand that you are looking at a that a letter of credit reference has been would be happy to review the project position to grant a binding loan com ti opportunity. Please consider this as our n Thank you for your ongoing service in the future. Sincerely, )'eremy M. Provin Commercial Banking JMPfay 1401 S. Gilbert Street Iowa City, Iowa 52240 319 -338 -1277 e to confirm years of satisfactory has experienced with you in providing within the city limits of Iowa City and xi. Should this project proceed, we J loan requests. While we are not yet in a appreciate your giving us this Letter of lm rest to work with you on this project. p and the opportunity to providing you additional Hills - 14a Coy • Coralville • North Liberty - Kalona • Cedar Rapids • Lisbon • Mount Vernon • Marion www.hillsbank.com 1-800- 445-5725 MidWest is Bank September 182012 Tom Kaut do Lepic- Kroeger, F 2346 Mormon Trek: Iowa City, IA 52246 Re: Letter of Interest and Dear Tom: I'm glad to provide this letter of ii City of Iowa City request for form Gilbert Streets. I believe you will the attractiveness of the greater do While this is not meant to serve as a fin project, we'd gladly work with you and on for City of Iowa Cifi project RFP to work with yoy and potential partner(s) on the x)sal at the no east corner of College and e to offer a v y nice final project that will add to at Iowa City to lend on the proposed on it. MidWestOne Bank has enjoyed a great worki4v relationship with you on personal banking as well as construction and developn#N projects since 2008. Just as one of our bank's operating principles notes, you have alWaXs conducted yourself with the utmost integrity. You and your companies are valu d, cr itworthy, and respected clients of this bank. Please let roe know if you or anyone else�irlated to this1equest has any other questions. I'd be glad to help you with them. / \ Sincere 47 64V )/ Jerr�, Waddilove Vice President, RegiontCred'Officcr MidWestOne Bank MORMON TREK BLVD, IOWA CITY, IOWA 52246 • TELEPHONE: (319) 341 -2144 September 27, 2012 Thomas Kaut R Jesse Allen 3551 Donegal Court Iowa City, IA 52246 Dear Tom and Jesse: This will confirm the University of Iowa Community CredkUnion (UICCU) has been in discussions regarding financing for your proposal located at the comer of Gilbert Street and College Street. Subject to underwriting and credit approval, the UICCU would be interested in working %' nth you further on this project should the project proceed. Thank you for the opportunity and we look forward to vyorking with you in the near future. If you have any further questions, feel free to contact me at 319 - 343074 or swilson @uiiccu.org. Sincerely, /Z� tt ikon S . Vice President ommercial Services IOWA AVENUE MORMON TREK TOWNCREST CORALVILLF GRINNELL 319. 339 -1000 319-339 -1002 319- 339 -1030 319- 339 -1020 641- 236 -8822 Great Western Bank* making Life Great` September 25, 2012 City of Iowa City Attn: John Yapp Iowa City, IA 52240 RE: Chauncey Gardens Dear Mr. Yapp, Great Western Bank has been in conversation with'. development of the corner of College and Gilbert St Kaut and George Wagner. Based on our original cor interest in working with this group to finance a new that would complete the project successfully. We understand that the Iowa City is in the early be a part of the solution for any anticipated pro, Sinceerr1 /el Melissa D. Schooley Sr. Vice President, Commercial Bank ,m nelhart, Jr in regards to the re- i intends to partner with Jesse Allen, Tom Great Western Bank would have an They bring together a good group of skills for this corner of Iowa City. We hope to GreatWesternBank.com A7Croft Services ofAmd6a 1CULTURE WORKS HERE._ SEPTEMBER 26, 2012 TO: WHOM IT MAY RE: JOHN R, RUMMELHART, JR. 1112 E. COURT ST. IOWA CITY, IOWA 52240 JOHN HAS BEEN DOING BUSINESS WITH FARM DURING TH15 TIME HIS REPAYMENT HISTORY SINCERELY, FARM CREDIT SERVICES OF DAN TAIBER FINANCIAL OFFICER SERVICES OF AMERICA FOR OVER 12 YEARS. "EXCELLENT". TM A Division Sept 27, 2012 Tom Kaut c/o Lepic- Kroeger Realtors 2346 Mormon Trek Blvd Iowa City, IA 52246 State Bank RE: Letter of Interest for City of Iowa City Dear Tom: This letter serves as an interest to work with you a your business partner(s) on the City of Iowa City request for proposal at the NE corner of College Od kilbert Streets. This is not a formal commitment letter as we #ould nee to underwrite and perform due diligence on the proposed project. With that being said, # are famiha with your recent construction projects and would be supportive of meeting with you d reviewing the rejections and financials on the subject project. I can be reached at 319 -625 -2050 to djoicuss further. Sincerely, -Steve Crane Corridor State Bank -Mark President www.corridorstatebank.com 2530 Corridor Wray • Comlville, Iowa 52241 Phone: (319) 625 -2050 • Toll Free: (866) 625 -2050 • Fax: (319) 625 -2058 LENDER Private Developer for scription CHAUNCEY GARDENS, LLC- 35 Project oncept owa City has a strong tradition of creating sl work, and play. We believe in the power the ity by creating a sense of ownership ant parks, ardens, and street level amenities ar such a 'verse and pedestrian- oriented city communit asoects to create a destination or e al places for the entire community to o public spaces to enhance the fabric of motional investment in ourtown. Our among those things that make Iowa City ,ur development goal is to focus on these the whole community to experience. With close pr 'mity to our very acliv downtown, and recognizing the project site's immediate conl with City Hall an he community recreation center, we have the unique opportunit to create new mmunal intersections. By weaving this street level activity in and ound the sit ,and up through the building, we can create a truly community -based dev opment Amenities such as park space, community gardens, amphitheaters and mar t sp ce will serve as a backdrop throughout the landscape and building to activate t commercial and residential tenant environments. This project recognizes its role preserving a place for the community, and incorporates design strategies that a co unal and community- oriented. For those who inhabit the building, this is bot their ho a and their neighborhood. Community thrives n connectivity,N will interweave thq&e tenants into all is not only a mu i -use building for do place into the Vpe of destination that ness, and diversity. Chauncey Gardens of its design. Our development proposal but a vision to integrate community and ra City can provide. This projec will provide a variety of housing ptions income g up in which lower and high priced ome create vibrant, authentic, and sustainable com ur City s conomic Development Policies and the Do Dev opment is the catalyst for retail expansion in c an mportant development mix that w ll contr bute to mmercial services . Pmate Developer for 4ege SUGilbert St. Northeast Comer> City of Iowa City> September 28, 2012 that meet the needs of varying blend seamlessly. This helps ty, which is consistent with the own Strategic Plan. Residential �wntown Iowa City. Housing is gmand for local neighborhood A Continuation of the Conceptual Drawings uuncay Swan Fark With the park at one d of the pedestrian corridor, the site becomes a "collector" oint for people moving to and from the Ped trian Mall. CHAUNCEY GARDENS, LLC- 37 PeileStriaiiMall � INga 9daat � O ca / Butlmprow 5batl -•. With the park at one d of the pedestrian corridor, the site becomes a "collector" oint for people moving to and from the Ped trian Mall. CHAUNCEY GARDENS, LLC- 37 Conceptual Drawings Public Space serves as The proposed site at College and use. This proximity presents n community functions. ,Qo R s�ry4 c titer. < a nestled between three public buildin s for civic and community opportunities to link this mixed -use 4velopment to city and Northeast Comer> City of Iowa City> September 28, 2012 She Design and Building Conce Site Concerns - Chauncey Swan - Deliveries off Co - Grocery is align - Grocery has on y al Drawings Residential Commercial Service/Deli"ties i i — Grocery — Paiking (Below Grade) � k will be in shadow most of the year ge Street are directly adjacent to Parking Ramp Entry i one block away from competing downtown grocery store two street - facing storefronts CHAUNCEY GARDENS, LLC- 39 Con ptual Drawings Constructlon and Staal In Park Construction crews will requ significantly damage the exi; staging area in Chauncey Swan Park. park space. St. Northeast Caner > City of Iowa City> September 28. 2012 Residential �'yy.VIIIpIM'O�a�. Wnoery Pwkiny 16Now tirade) has the potential to Shift Building lo North Flipping the building relocated park creat Center. CoJnceptual Drawings Residential Commercial . +�-- SenAcetDelivery Grocery Parking (Below Grade) i 17 l 'c "New" Chauncey Swan Park the park allows ample sunlight to reach the pubic green space year- round. The convenient adjacency between the public park an the Robert A. Lee Recreation U-C - 41 Concep�ual Drawings Park extends through the Residential Commercial Gr �Pedest an Bridges to Porki Ramp i Parking up om of rloodplam (Below G, ado) By raising the ground plane upward j i i i rrd the building, the park meets the Private Developer for College St.lGilbe/St. Northeast Corner> City of Iowa City > September 28, 2012 lobby level on grade. FEV 'k CHAUNCEY GARDENS, U-C - 43 D Park embrac Sculpting tl Private Developer for College SUGilbert St. Northeast Comer> City of Iowa City > September 28, 2012 space. Cc awings errace can be re comfortable for the rooftop VCEY GARDENS, LLC- " C I'vl.�l v_<<een Spin e 1Ex„I m;i� Private Developer for College er> City of [me City > September 28, 2012 Public C?racn SPacc)NC' ) I IA F Transportation The use of the site er ramp users easy ac enhance our already Conceptual Public Parking Parking Bus Stop / •• sustainable transportation Ito a Gilbert Street bus stop. Bike parking friendly city. Drawings Bicycle Parking through the park give parking d in and around the site will CHAUNCEY GARDENS, U.C- 47 Conceptoal Drawings Sustainability Principles PPPP-P 0 I Pavers .. Geothermal The building and site are w - Passive Solar Heating - Photovoltaic Panels to c - Maximized Green Space - Geothermal Wells for re - Pervious Pavers arouni - Underground Rainwat r r� to utilize multiple sustainability re a green energy reduce Heat Island Effect ced heating loads building to reduce runoff Collection for irrigation. Pnvate Developer for College SUGiiXert St. Northeast Comer> City of Iowa City> September 2$ 2012 Panels Pack n Amphhhestm Con a ptual Drawings The park slopes in ry(ultiple directions, creating amphitheaters of scales and intimacy. CKAUNCEY GARDENS, LLC - 48 Conceptol Drawings Park for Farmer's M arketfC{ty � y r . . The park can serve as an ext sion of Iowa City's vibrant Farmer's Market. Th site also provides space for Summer of the Arts event . Private Developer for Coll LfGilberlSt. Northeast Corner >City of Iowa City >September28, 2012 Construction Phasing 1 t i 1 1 1 t 1 i t 1 1 � 1 ( 1 tai Tower Complete Fat _C-1 Y � The park would be phased being constructed. The city of the tower. / Conceptual Drawings 1 "New" Chauncey SW an Park Complete Fall 3713 early completion in order to be turned uld be able to utilize the park and unde to the city while the tower is rking during the construction CHAUNCEY GARDENS, LLC- 91 �D 1 ji MIIWNi III I �I B R `E „P FJOSTRYIIEIY gdEElt LOC�l10N I I I IL IL II � )EY GARDENS, LLC- 93 Parking Private Developef for College a ,6 32 EB �- - -- - - - -Iffpgt� Retail PI Private Developer for College n 81 is' ar WASHINGTON STREET PRDPERTY LINE � r SLIDING ITION�— r I m W SEATING AREA C � N � _ Y m m - — I - -- 1 7 } . \ vEaT _1 eas z P,: sae sE '� I i i a+ — I STAGE PMPMK 1 I I I , — — . — — . I i — — CHAUNCEY GARDENS. LLC- h Retail, Nvale Developer for College SUGilbert St, Northeast Corner> City of Ima City > September 28, 2012 Ir- RE Do m cn --i x m m -1 WASHINGTON STREET_ I DINING TERRACE B RESTAURANT/CAFE 7wo sF Iil II DININGTE % Imp C* STAGEMEA I Commerclal Plan - Levels 3 & 4 i i CLASS OFFICE CO MERCI i i i 32' 6 rM CE/ - - - - -- - -i -- - -- Private Developer for College St.(Gilbert StJSatheast Comer> City of Iowa City > September 28, 2012 ■ ■ Raciriantini Ampnitip . Level 5 CHAUNCEY GARDENS, LLC- $1 Residen Private Developer for College hvI 11 -14 JCEY GARDENS, LLC - 93 Plan - EY GARDENS, LLC - " Project Areo Summary LEVEL O LEV S 6 - 10 CIRCULATION 895 CIRCULATION 953 PARKING (62 SPACES) 17,135 RESIDENTIAL 5,441 STORAGE 1,375 BALCONY/TERRACE 1,064 TOTAL 19,405 TOTAL/ FLOOR 7,458 TOTAL (5 FLOORS) 37,290 LEVEL 1 CIRCULATION 1, 88 LEVELS 11 — 14 GROCERY 21, CIRCULATION 953 TOTAL 22.0 RESIDENTIAL 5,236 BALCONY/TERRACE 1,269 LEVEL2 CIRCULATION 448 TOTAL/ FLOOR 7,458 RETAIL 7,580 TOTAL (4 FLOORS) 29,832 TOTAL 8,028 LEVELS 15 -16 CIRCULATION 953 LEVELS 3 - 4 RESIDENTIAL 5,126 CIRCULATION 393 BALCONY/TERRACE 1,376 OFFICE / COMMERCIAL 14,035 TOTAL/ FLOOR 7,458 TOTAU FLOOR 14,428 TOTAL (2 FLOORS) 14,916 TOTAL (2 FLOORS) 28,856 LEVELS 17 -18 LEVEL 5 CIRCULATION 471 CIRCULATION 39 RESIDENTIAL 1,581 RESIDENT AMENITIES 5,34 BALCONY /TERRACE 3,309 BALCONYITERRACE 8,6 0 VNNE GARDEN/ RETAIL 2,097 TOTAL 14, 28 TOTAL 7,458 RAND TOTAL 182,301 St. Nwtheest Comer> City of love Clty> September 28, 2012 GROCERY20 � m a 16, sr 9 CHAUNCEY GARDENS, U-C- 71 in & Financing CHAUNCEY GARDENS, LLC- 73 Organization'4 Management /Approach Once the ity of Iowa City has con luded the developer selection process and a Develop nt Agreement has been xecuted, we will meet with City of Iowa City, New Pioneer Coop and associated mmunity groups to receive feedback on the project design nd listen to concern regarding any potential disruption during building construction. Th feedback provide during design development will be considered by the Design Team hile completin the overall building design and development of the documents. In dev oping our sit logistics, our construction team will meet with local business owners, th City of to a City and other neighborhood groups to develop a plan to minimize the i pact of construction to them and the neighborhood. Particular consideration will be foc ed maintaining the availability of Washington Street forthe Iowa City Farmer's Mark a d minimizing disruption to their operations. Concurrent with the desig rk, the construction team will be reviewing constructability of the building compon ts, evelop a procurement plan to identify long lead and locally produced items, urce otential sustainable products to be incorporated and develop and finalize t e site logi tics. Further, to maximize the opportunities for local subcontractors and Ilization of to I labor, the construction team will meet with local and corridor const ction companie to alert them of upcoming bid opportunities and the current constr lion schedule. Construction of he project is anticipat to commence in October 2013 based on Development eam selection this Fall an overall design development. Placement of the residenti / offce tower on the Chaunce Swan Park site will minimize disruption of pedestrian d vehicular traffic on College St at and Gilbert Street during construction. The locati of the building footprint set back om Washington Street will provide for /existin ' n phasing and material storage wit ' the project site and not within the eels. Our plan anticipates placement o a tower crane on east edge of the ark site between the new residential /offs tower and the existing Chauncey rking Ramp. A temporary construction me material elevator will be placed project site off Washington Street on the n rth side of the residential /office h a temporary construction loading dock. C struction deliveries will enter he construction site via a gate onto Washingto Street. An overhead canopy vided where required to protection pedestrian ffic adjacent to the project site. Safety of both the public and construction employ es will be stressed during construction and we will enter an agreement with OSH for a safety consultation program on the project. Private Developer for College SUGilbert St. Northeast Comer> City of Ifta City > September 28, 2012 Organization & Management Approach Construction of the project is a ticip to complete. We intend to mo ili'2 Food Co -op site and the existing the newly located Chauncey Swa grade parking is anticipated to take of 2014. Construction of the New P concurrent to the new park constru by building use including the New the residential tower. ed to begin in Octobi and begin construct uncey Swan Park si ark at the comer of t months and be read er store and rest a phased occu D r store, the kff The construction management team will be daily management of the construction activitie Our team will lead regular status meetings with well as monthly meetings with adjacent user g will provide and maintain site security during c Farmer's Market and public events at the new C will also install and maintain a public access w) 2 113 and require 24 months on both the New Pioneer Itaneously. Construction of Alege and Gilbert and below for public use in the summer itial/office tower will proceed cy of the tower is anticipated elrestaurant areas and then r on site and be responsible for the uding internal project safety audits. City of Iowa City representatives as is and neighborhood residents. We `i`unity events particularly during the t cey Swan Park once it is open. We to monitor construction progress. CHAUNCEY GARDENS, LLC- 75 Pmete Developer W C Scheduye for Completion Chauncey Gardens, LLC is ready to gin the architectural design p cess immediately upon selection as the developer. T schematic design proce s will begin with a collaborative "kick -off" meeting with th City of Iowa City and eighbors to receive feedback on the proposal, project goals, rogram, and timeline The developers are open to all ideas and public input to ensu a successful proj t. This is expected to be a two month process culminating with a hematic design esentation to the City. Over the next eight months the project will p re throng design and construction documents with periodic submissions to the City f Iowa Cit for review and comments. Final plans, specifications will be submitted for re 'ew on ptember 17, 2013. Construction will focus on completing the undergr n parking and new Chauncey Swan Park during the first 8 months. Parking can b sect by the developer and the new Chauncey Swan Park can be turned over to the 11h and opened to the public. Building construction of the shell and tenant fit -out i petted to lake 2 years with occupancy of condominium units beginning fall of 20 5. A proposed project schedule appears on the next CHAUNCEY GARDENS, LLC - 77 MidAmerica� Energy Prope Chaunce Gardens, l-C intends to p located on a southeast corner of the s The substali occupies an important Park. From a aesthetic, functional be removed. T properly will be u completing the visl n shown in the pr� �ase the MidAmerican Energy Substation, subject to acceptable terms for both parties. 'ner of the proposed new Chauncey Swan safety point of view the substation should for parking below with park space above, The decision to loca the propos d building on the north side of the block allows the design and constr ti on to be in independent of the purchase of the substation property. This removes he 9 -1 month lead time for removal and relocation of the substation from the critical ath the overall project schedule. Prrvale Developer for College SUGilbert St. Northeast Corner > Cily of Iowa City > September 28, 2012 Geoeral Financing Plan This project is designed to fit wit ' the financial capacity o the Chauncey Gardens, LLC with personal commitments f the officers /principals to the equity required by the lenders. The scale of the project \thCommunity to a level t t is financially achievable by the Developer by marketing the spaces a d Class A office space to local businesses, and partnering witunity De elopment Planners & Iowa City Housing Fellowship for the sale he reside tial units. These residential units increase the likelihood of succee Devel per and the City of Iowa City. Discussion with lenders has already erman t financing as indicated with the following letters of interest. CHAUNCEY GARDENS, LLC- 81 Letter of Intent for Mixed Use Project This Letter of Intent pertaining to a mixed use development Project is 2012 by an behveenG'�ay.H r��NS( "Developer ") and New Pio: Pion ). Recitals I into on q`'LS , Cooperative Society A. New Pionee is a cooperative association formed under a laws of the state of Iowa presently operating cery stores in Iowa City and Coralville, wa. New Pioneer is interested in expanding and relo g its Iowa City retail business ope 'ons to an alternate facility that better serves New Pionee its members and the community. ow Pioneer is aware of the City of Iowa City's interest in se 'ng requests for proposals fora roject to be built at the northeast quadrant of the intersectio of College and Gilbert Stree in downtown Iowa City ( "Site "). Subject to the requisite appr vals of its membership apt Board of Directors, New Pioneer is interested in pursuing the Site a a possible location for i relocated business activities. B. Developer is a ' develope .of real estate pr developing a multi -use commercia eshdentiai project of Iowa City ("City") completes rm ublishes its R contemplating submitting a proposal or the acqu Project. / C. New Pioneer is interested in being desires having New Pioneer be an occupant enhances the feasibility of the Project. D. , The parties wish to enter into parameters for their continuing discussie proposed occupant of the Project in com the City, and ultimately for the parties construction, fixturing, occupation, use# ;ts and has indicated an interest in the Site (tho `Project "). Once the City st for Proposals ("RFP" ); Developer is r of the Site for development of the part of the Developer's Project, and the Developer e Project, believing New Pioneer's participation on- inding letter of intent to express the basic d no otiations for New Pioneer to be included as a lion wi the Developer's proposal to be submitted to enter int a contract for New Pioneer's acquisition, operation a portion of the Developer's Project. 1. Participants. Developer into s to submit a timely Pu eet proposal to the City in response to the City's anticipated RFP. D veloper further intends o being the principal developer and owner of the Project, most likel through one or more develo meat entities that Developer may form. The parties recognize t at a Project of this size may require additional investors and financing through one or mor sources. Additionally, the parties fecognize that thus Project will require the involvement of ultiple professional consultants and participants such as architects, engineers and other desi i consultants; accountants and lawyers; financial institutions; a contractor; and various p ential investors. Developer agrees to keep New Pioneer advised of the key participants to be in olved in the design, construction and financing of the Project, as well as principal investors ther in. \ 2. The Project. As presently conceptualized, the Project 'll involve one level of underground parking; retail (New Pioneer) on the first floor level; two to four floors of office commercial; and three to six floors of residential. It is anticipated that the bu ]ding will be appropriately separated into condominiums to allow the entire'first floor, inclu ing mezzanine if required, to be a separate unit to be acquired by New Pioneer, with then spaces in the building to be condominiumized as the Developer may deem appropriat for either sale or leasing. The Project will be built on three parcels now owned by the City ay well as an additional parcel presently owned by M1dAmerican Energy Company. The land is docribed as follows: Lots Five and Six, Block 43, of the The property exci�des the alleyway along its north adjacent to a City plit-king facility along its east props 3. Project Conting6peies. Tlie parties acknc matters that constitute donlingencies that must be a. The Developer sut contain elements financing and/or of b. Acquisition of the covenants and/or n c. Acquisition of Mi( Town of Iowa City, Iowa. and the property is immediately line, that the following tie among various I for the Project to proceed: ing a proposal thaf is accepted by tine City, such proposal to likely the City's fins ial support, such as reduced land cost, TIF portion of a site under terms and conditions (mice and any any covenants and/or restri t d. Rezoning of the parcel as to and multi - family residential) e. City site plan and buildnng acceptable to the Developer i tlnle to Developer and New Pioneer. on of the site under terms and conditions (price and )ceptable to Developer and New Pioneer. :quired for the anticipated uses (grocery/retail; office; the Project. approval of the Project under terms and conditions v pioneer. In addition to the foregoing gener thresh ld contingencies, the Developer will also have usual and customary Project feasibility consider ions before its final decision to proceed with the Project, including requirements d conditio that may be imposed by the Project's hnvestors and lenders. As such, the Prole t will be conditioned upon feasibility based on Project costs as well as feral financing arrange ents, all to be acceptablc to Developer. 4. Purchase Agreement- The Developer atri New Pioneer anticipate continuing their discussions and negotiation in working to a uto lily acceptable purchase agreement and related documen/theurchase ase Agreement's contai 'ng final terms and conditions for New Pioneer's purchasdominium unit on the gro d floor of the Project, built out to a level of finish defined ihase Agreement. The Purch e Agreement will provide substa ntially more details than contained in this Letter of Int t with regard to time frame, costs and contract continges Letter of hrtent expresses the arties' current intentions in general terms for the purpviding a base for continuing dis ssions, negotiations, refinement of Project details, an y's more specific requirements. 2 CHAUNCEY GARDENS, LLC- 83 Prior to entering into the Purchase Agreement it is anticipated th t Developer will have waived most if not all general and financial feasibility contingencies for oceeding with the Project, and shall also be able to demonstrate such financial capacity as will b necessary to fully perform the Project, wheiher through performance bonds, bank letters of credit or through other means satisfactory to*ew Pioneer. 5. New Pionee 's Conditions and Contingencies. In order for New Pionecr to proceed with any commitment participate in the Project, it will have tort ' requirements including, but not necessarily limited o, those in fire following categories. Onl preliminary specifications o£ these conditions and contt gencies are set forth below, wIuch are xpected to be refined and modified as the parties get clos�r to implementing a Purchase Agree nt. A. Approvals.\ New Pioneer's proceeding with s Project requires membership and Board approvals. New pioneer has obtained membershi approval for entering into a purchase agreement. Additional Bo approval will need to be tained at various phases of the Project including, but not limited t approval of the Purchase greement and satisfaction and/or waiver of contingencies that may be •eserved in the Purchase greemeut. B. Plans and S ecifieati ns. Final pla and specifications for the configuration, construction and shell build -oti of New Pioneer s space within the Project will need to be incorporated into the Purchase A�-eement likely s an exhibit describing the intended condition of the property at the time of osing and ansfer of possession. Developer, through its contractors, will construct the build g and fit ut the New Pioneer space to "Shell" condition according to such plans and specificattt ns as ay be modified from time to time by agreement of the parties and /or through a change or r p cess. Subject to final plans and specifications, the currently anticipated general features of uild -out of New Pioneer's space within the Project to "Shell" condition, are as follows: Shell Description /eh ted that the ew Pion condouunuan unit will be 100% complete on r of the b ding less si age, and that the interior of the shell includes ing: foot cle height to the and ide of the structure crete oor that is hard steel oweled osed oncrete columns, beams and ceiling structure - unpainted visi ns underfloor including ro -ins for refrigeration vi ons for sanitary connections nterior side of the exterior walls ill include insulation and vapor 'er only, ready for sheetrock gh -in provisions for a kitchen hood ctrical service capacity for 1,200 AMPS chanical, Plumbing, Electrical, and Fire Protection Systems and IT astructure will be installed by New Pioneer in such a way tbat they are ependently metered systems The entire build -out of the New Pioneer space in the Project from "Shell" to finished condition will be completed by New Pioneer and/or its contractors. i C. dominium Purchase Price. The final purchase price for the New Pioneer condominium nit shall be subject to New Pioneer's and Developer's/agreement. It is anti 'pated that the purchase price will be leloper's d based on the "Developer's Cost" for the N Pioneer condominium unit built -o In condition. The specific mechanism and/or rmula for determining the Developerill be subject to the agreement of Developer and N Pioneer and specified in the Purchement. T he Developer's Cost will be based on design uild pricing and bidding, includiactor's percentage acceptable to Developer and New ' neer. The possibility of a Develofit or fee is to be negotiated, with any such an t t miglrt be included in the Ds Cost to be subject to New Pioneer's approval. The m tho d of detennhting and v abor and material costs, and allocating Urose to New Pfo eer's condominium unit, vill also be subject to New Pioneer's approval. New Pioneer antieip es drat Developer will locate to the purchase price an equitable portion of the Developer's Prcj t costs for land acqui ition, construction financing, construction period insurance, constroction enod property ax, design, and construction, plus the Developer's design and constru ion costs an fees of building out die New Pioneer condominium unit "Shell" to the proved pla s and specifications, but exclude from the purchase price any marketing expense nd sales otnmissions, and also exclude any Developer's profit or fees except those subject to apl#val in New Pioneer. It is anticipated New Pioneer's purchase price will include an equitabl o on of the costs of the common elements of the building that benefit or serve the New eer unit, but will exclude any costs for common elements that provide no benefit or are not ed by the New Pioneer unit. All such costs shall be established in a manner that is accel bl to ew Pioneer, shall be within a maximum cost that will be specified in the Pmchase Agr cot, nd will be subject to reasonable verification by New Pioneer (or its agent Loeffler Co struction Consulting). Payment by New Pioneer for its completed condorinium "Shell" un' shall be at ne time of closing and transfer of possession, with eamest money to be negotiat and specified the Purchase Agreement. New Pioneer and Developer ea acknowledge drat it's diffidult to accurately estimate the total Project cost and the cost of th ow Pioneer space com leted to "Shell" condition at the time of responding to the City's RFP Nevertheless, given in ation available as of the date of the execution of this Letter of tent, New Pioneer and Devel er acknowledge that $120 per square foot of useable space is a bed faith estimate of the "hard nstruction cost" for the "Shell", with the actual "Developer's osC' to be subsequently specified' the Purchase Agreement or otherwise by written a -cement of New Pioneer and Develop . The "hard construction cost" excludes "soft costs" uch as land costs and architect fees, Thee additional costs, when known with accuracy, sha a equitably allocated between New Pionceh and the Developer, in a manner that is subsequen agreed to in writing by both parties. D. nancing Contingency. New Pioneer's purebase subject to receiving a commitment for financing its condominium unit upon such termsitd conditions as may be acceptable Now Pioneer in its sole determination. This financing colntingency will either be 4 CHAUNCEY GARDENS, LLC- 85 waived before entering into the Purchase Agreement or resorved in the Purchase Agreement with a requirement for satisfaction or waiver before Developcf commences New Pioneer's specific E. Public' Support. To the extent that the De eloper is able to obtain TCP financing and/or oth benefits through the City as an incentive t proceed with the Project, New Pioneer anticipates riving an equitable allocation of such enefit to reduce the costs of the New Pioneer portio of the Project, because the city is very interested in the development having a occupant such a New Pioneer in the project. N. De i nd Construction. The general d ign and configuration of the Project will need to be compa le with New Pioneer's inte ded use of the first floor, and otherwise acceptable by New ioneer in its detenninatioT. Such consideration will include, but not necessarily be limited t , the following: ii. iv. V. vi. vii. viii. ix. X. xi. xii. Locations 6f entrances and exits Arrangemed�s for deliveries, loa Specified U i 'ties, electrical ser Exterior and interior design an ' UVAC systems ith separate �p Electrical Service steps Separate gas, water, 61 LEED design and imp Elevator service for be 'crash, composting and Parking innnediately a G. Project Personnel, Key Pioneer, including the arehitec subcontractors and possibly others 11. Parkin . New P' the City, satisfactory to New from the adjacent parking i available for New Pioneer' responsible for negotiating resolved, if possible, befo the Purchase Agreement. providing a condor Pioneer anticipates general and limited that are for the ex some, but not a , ,s and trash storage service, mccharucal and plumbing from remainder of building t remainder of building and other meters floor and mezzanine ing facilities to the grocery entrance; 100 stalls on the Project will need to be acceptable to New Project manager, general contractor, key ier's going fora loner in its sole c np as well as for use within the a, uch arrangements with the entering into the Purchase be contingent upon an agreement with ration, with regard to pedestrian access azking spaces to be made exclusively arking ramp. New Pioneer will be i>, with the intent to have such matters ,erdement, but otherwise a condition of ri Matters. New Pioneer's proceeding willIbc conditioned upon Developer ii ium declaration that is acceptable to New'Pioneer in all respects. New tat the condomiiritun declaration will carefi4y define all units and all common elements, specifically setting forth those mited common elements isive use of New Pioneer's unit; the exclusive use o New Pioneer's unit and of the other rills; and the exclusive use of some f the other units but excluding New Pioneer's unit. Additionally, the declaration will nei common element maintenance, repair and replacement expenses, as expenses, so that New Pioneer pays assessments only for those cc operational expenses that relate to those aspects of the building Pioneer's unit, and that New Pioneer is not paying for the expenses one or moi' other units in the building. The process for assessments, managenten owners association, voting, insurance and other condorr to be accepts le to New Pioneer. The condominium declaration will by New Pion r before entering into the Purchase Agreement or i condition of th Purchase Agreement. Additionally, any rules in con operation will ne to be compatible with New Pioneer's intended to those that may a feet hours of operation or shipping and receiving J. Basic Sna a Requirements. It is now anticipated following space tequir ents within the Project: i. Not less than Nr other nonusabl the sidewalks o adjacent parkin ii. Not less than 3,000 which will include useable sq.ft. (net of stairs, on the fast floor (street low .rt and College Streets, as we, sq.fl, on a mes meeting rooms, room, etc. iii. Not less than 600 useab sq.fi, 'of parking level iv. Loading clock access fiom llr v. First floor climate contro e approximately 2,000 useable a ble part of, the 19,000 sq. ft.) vi. Not less than 200 useable sq. composting (may be combined requirements are satisfactorily n Street to appropriately allocate 1 as building operational ton elements and those aj serve or benefit New s ciated exclusively with tAlding reserves, building Own matters will all need liter need to be approved approval will become a .ction with the building's including but not limited New Pioneer will have the 1'evator shafts, utility shafts and with direct pedestrian access to as direct pedestrian access to the or 2'"t floor for store operations iee locker rooms and the server room space in the lower ✓ay and space for exterior seating of the north side of the building (in addition to, lower parking level for trash, recycling and other building users so long as New Pioneer's 6. Time Frame. The parties acknowl a that the roj the Developer's Project is not going come to fr 'lie New Pioneer may wish to pursue o er possible opp i they shall proceed with the expect ion that the Project during the 4rh calendar quarter o 014 through the 1$' each party shall keep the oth timely advised of ai materially affect the availabilit of the Project for such o xt is still in an early phase. However, if a within a reasonable time frame, then [unities. As such, the parties agree that will be ready for occupancy some time * 2id calendar quarters of 2015, and y afters that might arise that could 7. Cooperation and Co ,dlnation. Unless negotiations discussions are terminated by either party, it is anticip ed that the parties will coordinate eir plans and cooperate to the extent reasonable in co ection with further developing plans fo the Project and specifically in connection with resp ding to an RPP from the City. While veloper shall take the lead responsibility for all uch matters, New Pioneer shall cooperate to fl extent of its desired space 6 CHAUNCEY GARDENS, LLC- 87 within the Project. New Pioneer is committed to be a part of the Developer's Project as the Developer proceeds with his proposal and feasibility analysis, provided the Developer continues to demonstrate a serious interest in pursuing the Project, continue , to assemble a team of profession s, contractors and investors capable of fulfilling the roject, and articulates a reasonable an for financing the Project. If at any time prior to uttering into the Purchase Agreement lh Developer shall determine that this Project is no Ion r feasible, Developer shall promptly notify ow Pioneer of such determination. Similarly, if at y time prior to entering the Purchase Agee nt should New Pioneer determine that it no lon wishes to participate in the Project or that De loper's progress on the Project is not satisf ctory, in New Pioneer's sole determination, New 'oneer may indicate to Developer its election to tenrrinate negotiations and discussions pertaining the Project. New Pioneer will reason ly cooperate, on a non - exclusive basis, with Developer towards the objective of the Developer proposal becoming the approver] proposal submitted to the City for the development of the Site d for Developer to proceed -%vIth its Project which will incorporate the condominium space for w Pioneer's ownership and.use. However, New Pioneer reserves the option should there be, in w Pioneer's determination, other viable and timely projects, for New Pioneer to work with a other party for a project on the Site or elsewhere that appropriately and/or timely addres es New Pioneer's business needs. 8. Additional Office Space. Defor the Developer gbmrnits to selling or leasing space on the second floor that would leave less than ,000 useable q.8. remaining, the Developer will contact New Pioneer with regard to any interest or addition pl second floor office space. Tlus option for additional office space is independent the 3,00 . useable sq.ft. on the mezzanine or second floor for store operations as specified nr 5. (ii) aboie. 9. Confidentiality. New Pioneer and Develoj other's plans, building designs, concepts, stral estimates, financing, and other matters related may have been or may be disclosed by o discussions and negotiations related to thi otherwise generally known (" Confiden al Information of a party by di e Information is being disclos each acknowledge that if De Developer's proposal is appr the Purchase Agreement con the Project Nvill likely be disclosures, which shall be provision shall survive in t provision is intended to limi t on a need to know basis, to or other agents, in connec discussions and negotiatiohs ereby each agree to bold as confidential all the ; of construction, financial circumstances, cost party's potential participation in the Project as ty to the other party in connection with the of Intent and the Project, and that are not r atiorf'). Any disclosure of Confidential r the party whose Confidential writing in advance. The parties ty of Iowa City, and also if the am Confidential Information and arties as a part of implementing es agree to cooperate in such The parties further agree this tter of Intent. Nothing in this tial Information of the other, I e der(s), attorneys, contractors atio s relating to the continuing other part shall only b made afte ed has agr to such disc sure in Do, nits a proposal the Ci oved by he City, disclosure o cert ' tempi ed herein to specified th' d p needs ary. In that event, the p a ed to in writing in advanc ire event of termination of this party from disclosing the Confid party's representatives, consultants, n with its due diligence and invesdg contemplated by this letter of Intent. 7 10. Non- Bfuding. This Letter of Intent does not constitute an agreement to negotiate, but solely constitutes an outline of some of the terns for negotiation. The parties will in good faith diligently pursue discussions and negotiations in an effort to come to and refine terms and condition for final documents for each party's review and apprqh'al, some of which may be multi -parij� agreements. While this Letter of Intent is intended to pfovide the parties guidance in pursuing n otiations and discussions, except for Paragraph e9id the next paragraph of this Paragraph 1 it is not binding, and the terns of any final agr nt may be the same as, similar to or different m the provisions of this Letter of Intent. Arew Pioneer and eveloper each acknowledges and agrees at each is proceeding with its side of negotiations at i sole cost and expense (which may inv ve substantial transaction costs) and that either party ma terminate negotiations for any reaso , at any time, without any liability or obligation to the oth . Further, neither party shall hav�any legal rights or claims against the other party by reason any action taken, statements Made, writings delivered or other matters undertaken by a party r reliance upon this non -bi �d ing Letter of Intent 'including, without limitation, any expenditmr of funds, partial performiuice of transactions contemplated herein, or any other actions of a party. / This letter of intent shall be f no fiuther effect pon either i) the parties entering into final agreements, or H) the terminati of discussions d negotiations between the parties pertaining to the matters contained herein. a parties antic• ate that their discussions and negotiations will be completed or terminated befo the expirati n of twelve months after the execution of this Letter of Intent. Develeper New Date \ 1tib11t� Ii CHAUNCEY GARDENS, LLC- 89 ;sions with three other \office space. At this Marketing Approach Tom Kaut and Chaunce Gardens, LLC will utilize local contacts and the latest technologies to provide excellent information, communicatio , and service for clients. This project will/be syndicated on several different websites including www.tomkaut.com, .Iepickroeger.corn, www.realtor.co and www.trulia.com. Tom has been providing professional real estate servi s for 20 years with over $,125 millio in real estate sales in the last 10 years. He specializes in residential, invest ent property, new construction sal and development of multi - family and residential real estate. In addition, Neuman Monson Architects will suppo marketing efforts by supplying print and digital graphics. This will also include 3D p ysical models and 3D digital enderings and animations. The following avenues will be used to market the project: The Advantage: • A weekly 24 page publication in the P\de izen on • New Listings with photos and propert • Open houses with photos and propes • Specific agent listings Local Wabsites: • The Lepic- Kroegerwebsite: www.lepickroeg • Iowa City Area Association of REALTORS& • Cedar Rapids Area Association of Realtors: • The Iowa City Press - Citizen: www.presscit, • IDX Member The Lepic Kroeger blog, hftp,//gettheadvantaAe.blogspot . Social Media including Facebook, Twitter lillrid Linkedln National Websites: We will also utilize the intenet to spread With real time data feeds, the properties national websites: AOLRealEstate.com Fro tD Buerhomesite.com G ogle Classlfies.org omeF CLRsearch.com ome< word about all of our h always be up -to -date. Kazork.com it are being marketed via over 50 websites. traffic statistics are also available for these CommercialFindeccom Hor eOnTheTube.com ListingMania.00m \ CondoQuickF!nd.com Homes.com MyRealty.com CyberHomes.com HomesAndLand.com Oodle.com ELookyLoo.com Homeseekers.com PropertyPursuit.com Fizber.com Hotpads.com Real- Estate.com Foreclosure.com HouseLoptor.com RealEstateBook.com Realtor.com RealtyTrac.com Relohomesearch.com Trovit.com Trulia.com Vast.com Vishomes.com Yahoo! Classifieds Yahoo! Real Estate Zillowcom CHAUNCEY GARDENS, LLC- 91 Proposed Puroase Prices We propose to cquire in fee title that porli n of Lots 3 and 4 in Block 43 and the City's alley necessary t construct our planned xed use building for a total purchase price of $1,000,000. War uest that the City gra t us easement rights over the City's property at the northeast co er of Gilbert and liege for the purpose of relocating the park. In orderto complete a project, we wil require the City's grant of subterranean rights under this property, as ell as under th existing Chauncey Swan parking ramp, for the purpose of constructing nderground arking and use for geothermal wells. Private Developer for College StrGibert St. Northeast COmer> City of Iowa City> September 28, 2012 Gap Financing We request that the City make a loan from its General Fund b lance with a 20 year repayment schedule to fund a co truction grant to provide gap nancing for the Project in the total amount of $12,000,000 s more particularly /out elow. We propose that the loan will be made when we have ubmitted evidence dory to the City that the Developer has received equity capita nd mortgage f nFirst, as a part of this gap financing, we quest that the vide us with a matching grant of upto$250,OOOforpredevelopme expensessuchitectural,engineering and environmental assessment. The City uld pay 50ocumented invoices up to the matching grant amount. Second, we request a forgivable loan of $3, 1\00.00P for acquisition, demolition and clean up of the entire site, to be secured by a m rt a on the property subordinate to our construction lender. This Mortgage will be re l sed upon the Cil}rs insurance of a Certificate of Occupancy for the Project. Third, we further request that the City make a nt for irect construction costs. Based on total project construction costs of $38,02 ,889, the quested grant is $8,750,000. If our total Project costs are less than antici ted by 10 %, the final grant payments will be reduced on a prorata basis. We propo that construct n grant funds be released on a prorate basis with the proceeds of o construction loan or progress payments to the general contractor. CHAUNCEY GARDENS, LLC- 93 Private Developer for College SUGilbert St, Northeast Comer> CHy of Iowa City > September 28, 2012 Tom Kaut, a member of! development team, pleaded circumstance in Tom's Iii has paid his debt to community since that time. has no other criminal hi EXW Status or Outcome Comments None 10. Exhibit B to conspiracy to distribute cocaine. This is a regrettable and has been a proud and productive member of our W CHAUNCEY GARDENS, LLC - 95 Nvate Developer for College St,/Gilbert St. Northeast Corner > City of Iowa City> September 28, 2012 eferences CHAUNCEY GARDENS, LLC- 97 9 -26 -12 RE: Jesse Allen and To Kaut DBA Chauncey Gai TO Whom It May Concern: The City of Coralville has work with Jesse Alien on ranging from individual single fa ily homes to develo We have found Mr. Allen his partn s work with and his projects to be of a cooperative in working with city staff t and ordinances. We had not had cust or delay in completion of jobs. We would welcome the opportunity to m Kessler Building and Zoning Official Ph: 319.248.1720 Fax: 319.248.1894 jkessler@cLcoralville.ia.us CORALVILLE LLC s projects within the city of an entire subdivision, and emplo to be very professional to igh caliber or orkmanship. He has been very assure tha his projects adhere to city codes o er comp ints voiced about Mr. Allen's work wor wit Alien Construction in the future. City Administration 1512 P Street Coralville. lovra 52241.1701 Ph: 319-248-1700 Fax: 319.248-1894 i.�.' Iowa City Area Development Group Fe,4o,dmary opobdunaies In unez{n' led plarev- September'$4, 2012 City of Iowa Cit� Attention: Tom 410 E. Washington Iowa City, IA 52240 It is with great honor that v)� submit this letter of reference for Neumann Monson Architects. As one of the prominent Iowa 0 landscape of this community an views and mission of the Iowa C ICAD board of directors and has today. He and his staff have prc the CoLab space. architects whose Work has demonstrably benefitted the egion, the princi is of this firm have long supported the Y�rea Developm nt Group. Kevin Monson has served on the e\ instrument in leading the organization to where it is led tpvaluable ssistance in the conceptual development of Their modern vision for creating unique, in structures they have designed has created investment, businesses and talent. spaces with distinctive eye for detail in the cant benefit to the a rea as we work to attract ICAD is eager to work with the Neumann Monson Nam in marketing the needed office space this project will bring to the city. With t e size, Iota 'on and concept of this project it would be an ideal fit to be featured nationally as Oart of the Shoi el Ready Certification network of site selection consultants and national real /estate firms. In closing, we are grateful for the ooing support Neu the Iowa City Area and trust they w uld be a valuable I Sincerely, �/L Z / G Mark Nolte Interim President Iowa City Area De Group nson has provided to ICAD and the city for this project. Washington Street, Suite 101 Iowa City, IA 52240 319.354.3939 IowaCityAreaDevelopment.com Hi11S and Treat September 19, Thomas Kaut & Jesk Allen 3551 Donegal Court Iowa City, IA 52246 Dear Tom and Jesse: This letter shall serve as a letter < performance that Hills Bank and providing both construction and 1009 2nd Street Coralville, IA 52241 319 -351 -8000 reference to confirm years of satisfactory rmpany hq§ experienced with each of you in We understand that you are looking at a oject vfifthim the city limits of Iowa City and that a letter of credit reference has been r est .Should this project proceed, we would be happy to review the project and re t loan requests. While we are not yet in a position to grant a binding loan commitment, a appreciate your giving us this opportunity. Please consider this as our non - binding L c er of In rest to work with you on this project. Thank you for your ongoing relationship d the op rtunity to providing you additional services in the future. Sincerely, Tim D. Finer Senior Vice President Hills • Iowa City • Coralville • No h Liberty • Kalona • Cedar Rapids • Lisbon + Mount Vernon • Marion • Wellman hillsbank.com 1.800. 445 -5725 MidWest Bank 18. 2012 Tom Ka t c% Lepic- oeger, Realtors 2346 Mo n Trek Blvd Iowa City, I 52246 Re: Letter of Int rest and Recommendation foCity of Iowa City project RPP Dear Tom: I'm glad to provide tht letter of interest to ork with you and potential partner(s) on the City of Iowa City reque. for formal pro al at the northeast comer of College and Gilbert Streets. I believe 51yukvill be able to offer a very nice final project that will add to the attractiveness of the gr er downto Iowa City. While this is not meant to scrvi project, we'd gladly work with MidW'estOne Bank has enjoyed a banking as well as construction at bank's operating principles notes integrity. You and your comps I bank_ Please let me know if you or I'd be glad to help you with) a fi ancing commitment to lend on the proposed i • d potential partner(s) on it. f t working relationship with you on personal delk,elopment projects since 2008. Just as one of our ou h e always conducted yourself with the utmost are vahled, creditworthy, and respected clients of this else relatekto this request has any other questimrs. Sincere) Jert� Waddilove Vice President, Rcgi nal Credit Officer MidWes0ne Bank Pnvate Developer (c 12. Unique Resources & Capabilities • Our team is com fitted to the success of Iowa City. • Ourteam has long arm Iowa City roots, past and resent. We are truly local. All ollarsarefiltereddirectlyba k into the local Community to support a healthy e nomy for Iowa City's fut re. • Our team has an impres ive depth of experie ce in coordinating all facets of the project. • We propose innovative, fowa - thinking desi n solutions. We will respond quickly to chat nges that ay arise. We are willing to listen to all parti at the 61e. • We are committed to a community- inde approach. • We are committed to using cost effect renewable energy resources. • We are committed to energy efficiency d sustainability. • Our team brings extensive experien a in the local commercial business market. • Our team brings experience in the cal housin market. • Our team brings years of experie ce with mixed- se experience. CHAUNCEY GARDENS, LLC -NT Pn"Ie Developer for The undersigned at! herein named to per for further certifies that he and any other docume all conditions hereof, understanding of the re EXHIBIT "A' Proposal submittal scar to his /her authority to if the firm is selected b e has read the Requ 3 ion relating to this re an this proposal is nre ents and time con 13. Exhibit A form nit this proposal and to bind the firm e City of Iowa City. The undersigned for Proposal, terms and conditions, st; has complied in all respects with bmitted with full knowledge and nts noted herein. The undersigned hereby furthe acknowledge /that it accepts the terms of the Request for Proposals in its entirety and y the subn}�ssion of its proposal hereby waives any claims or claims to irregularities t \=at�less se odt of such RFP, the process employed by the City to solicit and develop pro RFP evaluation process described in the RFP, and agrees to release and the City, its employees, agents, and consultants from any claim, loss, oag¢ arising therefrom. The undersigned hereby authorizes any rson, firm or corporation to furnish any credit history and financial condition or othe formation required by the City to verify information related to the Firm's submis on ti�the City. I hereby certify, on behalf of the under igned fir that the above information is true and correct to the best of my knowledg and that�e City may rely on the information provided. Firm name: Chauncey G rdens, LLC Home office address: PO Box 347 City, state, zip: wa CItY I a r 240 Signature: Date: iantamh �R �ni� CHAUNCEY GARDENS, LLC -105 OFOOF CHAUN Chauncey PO Box X Iowa City, li 319.530.8238 IN ui MMI a � a September 26, 2012 Jeff Davidson Planning and Community Development City of Iowa City 410 Bast Washington Street Iowa City, IA 52240 Dear Mr, Davidson: This document serves as our official "letter of interest' in the College St / Gilbert St Northeast Corner Project. This relates to the RFP distributed by the City of Iowa City on August 31, 2012. I have had a long -term interest in the Iowa City area and am a graduate of the University of Iowa. Individually or with partners my company has developed a series of successful residential projects. I have partnered with Ryan Companies US, Inc. on several of these projects and am working with them as a development partner on this effort. They bring a wealth of mixed use development project experience to our team. OPN Architects is on our team as our project designers. We have had extensive conversations with New Pioneer Coop regarding their potential participation in this project. We understand that they are not exclusively aligned with our team but are, none - the -less, keenly interested in our project. Should we be selected, we would immediately re- engage with New Pioneer to ensure that their space and business needs are adequately met. Our submittal follows the requirements of the RFP and is self- explanatory. While we have spent significant time and resources pursuing the project to date, we realize there is much work left to do. If selected, we commit to work fairly and diligently with the City to develop a project that meets the many goals outlined in the RFP. Our team is very excited about this project. We look forward to meeting with you personally and introducing our project team. In the interim, please feel free to contact me with any questions. Sincerely, r tun ergman [ Presi ent CONTENTS COVER LETTER SECTION 1 RFP RESPONSE SECTION COMPANY INFORMATION MISSION ABOUT RYAN INDUSTRY RANKING SAFETY LEADERSHIP LEED APPROACH COMMUNITY SUPPORT AWARDS WHAT OTHERS SAY ABOUT RYAN SECTION 3 PREVIOUS EXPERIENCE 222 HENNEPIN BROADWAY PLAZA CANYON VILLAGE THE GROVE UPPER LANDING NICOLLET MALL JIM BERGMAN PROJECT EXPERIENCE PIONEER PROPERTY MANAGEMENT EXPERIENCE SECTION VISUAL DESCRIPTION AERIAL VIEW FLOOR PLANS BUILDING SECTION ELEVATIONS RENDERINGS SECTION 5 FINANCIAL LETTERS OF INTEREST VALLEY BANK FREEDOM BANK CREDIT CAPITAL SECTION REFERENCES CITY OF CEDAR RAPIDS VILLAGE OF FOX LAKE VILLAGE OF GURNEE BANK OF AMERICA CENTENNIAL MORTGAGE CITI COMMUNITY CAPITAL SECTION 7 NEW PIONEER LETTER OF INTENT SECTIONS PROFORMA SECTION 9 EXHIBITS A- PROPOSAL SUBMITTAL SIGNATURE FORM B - LITIGATION SECTION 1 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 OverlieW 1. SIGNED LETTER ...................... ............................... Cover sheet 2. PRIMARYCONTACT ................................... ..............................2 3. DEVELOPMENT ENTITY ............................. ..............................2 4. CONTRACTING ENTITY .............................. ..............................2 5. ORGANIZATION CHART ............................. ..............................3 6. PREVIOUS EXPERIENCE ............................ ..............................4 7. FINANCIAL CAPACITY ................................ ..............................4 8. VISUAL DESCRIPTION ................................ ..............................4 9. CONSTRUCITON & FINANCING PLAN ...... ..............................7 10. LITIGATION ............................................... ............................... 12 11. REFERENCES ........................................... ............................... 12 12. UNIQUE CAPABILITIES .............................. ............................. 12 13. SIGNATURE FORM .............................. ........................Section 9 :*1Tl4NkTjIMAdl We have reviewed the Request for Proposals for a private developer for the College St /Gilbert St Northeast Corner Site, dated August 31, 2012. We appreciate the opportunity to present our qualifications and proposed project for this crucial development site in downtown Iowa City. We have worked with New Pioneer Food Co -op to develop a facility to meet their evolving needs. This facility will be combined with a new sixty -unit condo development, the John Gilbert Lofts. We felt that John Gilbert, who in 1826 becatne the first person of European descent to settle in Johnson County, is a fitting natnesake for this new residential facility. Our signed letter of interest can be found at the front of this booklet. In this section, we address each remaining item in the RFP in order, with reference to supplementary materials in subsequent sections as needed. One additional point of clarification is required. This team seriously considered alternative approaches to this project. We recognize the City's desire to include class A office space as well as the potential of additional or expanded residential components. As will be further explained in the financing section, we eventually opted for a simpler approach. Our goal in taking a simpler approach relates to timing. First, we want to be able to proceed without undue delay — to take advantage of the current financing market at predictable and achievable rates. Adding other project components complicates design and leasing and, as a result, delays start. The second timing issue relates to the current competitive construction market. This is something we sec continuing for the short term, but cost of construction will increase as inflation inevitably returns. We would like to pursue this project while a better buying market exists. Page 11 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Contacts &Legal Hntities 1. SIGNED LETTER ON THE PROPOSER'S LETTERHEAD INDICATING AN INTEREST IN THE MIXED -USE FACILITY PROJECT. Sec front of booklet. 2. PRIMARY CONTACT PERSON AND CONTACT INFORMATION. Developer. Owner: Marc G ullickson _Jim Bergman Ryan Companics US, Inc. Iceberg Dcvclopmcnt Group President — Ryan Iowa 20 Sandstone Ct. 625 1,1 St SE, Stc 175 Bcttcndorf, IA 52722 Ccdar Rapids, IA 52401 (563) 441 -6123 (319) 731 -2800 jbcrgman @vallcyb.com marc.gullicks on @ryancompanics. com 3. LEGAL NAME AND ADDRESS OF THE DEVELOPMENT ENTITY, INCLUDING ALL JOINT VENTURES, LIMITED PARTNERSHIPS AND LIMITED LIABILITY COMPANIES, AND THE PERCENTAGE OF INTEREST OF EACH. PROPOSERS ARE ENCOURAGED TO INCLUDE SIZE OF THEIR FIRM, PARENT COMPANY IF APPLICABLE, AND OFFICERS /PRINCIPALS OF THE FIRM. Iceberg Dcvclopmcnt Group will be the General Partner of a to- be- formed LLC for the purpose of this development. The Dcvclopmcnt team is _Jim Bergman and Ryan Companics, which has approximately 700 crnployces. Jim Bergman will be the project's sole owner. More information about the scope and scale of Ryan Companics can be found under Scction 2, Company Information. 4. IDENTIFICATION OF THE LEGAL ENTITY WITH WHOM THE CITY WOULD CONTRACT, WHETHER THE ENTITY EXISTS CURRENTLY OR WOULD BE CREATED FOR THE PURPOSE OF THIS PROJECT, AND THE NAMES AND TITLES OF ALL PARTIES AUTHORIZED TO ACT ON BEHALF OF PROPOSER. This legal entity is to be formed. Jim Bergman is authorized to act on its behalf. Page 12 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Or ahonal Chart 5. AN ORGANIZATIONAL CHART SHOWING ALL MEMBERS OF THE PROPOSED DEVELOPMENT TEAM INCLUDING BUT NOT LIMITED TO DEVELOPER, MANAGEMENT AGENCY, LEGAL, DESIGN PROFESSIONALS, AND CONSULTANTS. CONTACT INFORMATION SHOULD BE PROVIDED FOR EACH TEAM MEMBER Page 13 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Previous F'xperience, Financial Capacity and Visual Description 6. DESCRIPTION OF PROPOSER'S PREVIOUS EXPERIENCE, INCLUDING A BRIEF DESCRIPTION OF AT LEAST TWO MIXED -USE PROJECTS WHERE THE PROPOSER PLAYED A SUBSTANTIAL ROLE. THE DESCRIPTIONS SHOULD INCLUDE THE SPECIFIC ROLE OF THE PROPOSER AND THE CURRENT STATUS OF THE PROJECTS. SUFFICIENT REFERENCE CONTACT INFORMATION SHOULD BE PROVIDED FOR EACH PROJECT IN ORDER TO PERMIT THE CITY TO VERIFY THE INFORMATION. Ryan Companies and Iccbcxg Dcvclopmcnt havc a wcalth of mixcd -usc pxojcct experience. Examples of pxojccts completed by both firms individually as well as in partnership arc included in Section 3. The section begins with summary sheets highlighting some of Ryan's mixed usc pxojccts. With the exception of 222 Hennepin, currcndy in process, these arc all complctcd. Following the Ryan pxojccts, you will find a list of Jim Bergman's many successful housing pxojccts. Ryan has worked with Jim in a variety of roles on multiple of these pxojccts. Ryan was general contractor for Thomas Placc Glenview and was part owner as well as general contractor on Thomas Place Fox Lake, Gurnec, and Orland Park. Finally, Ryan assisted with prc- development and design on Thomas Placc Waukcc and Bcttcndorf. The last part of Section 3 contains a resume and list of managed properties for Pionecr Property Management, which currcndy manages ninety -throe housing properties nationwide. 7. A DESCRIPTION OF THE PROPOSER'S FINANCIAL CAPACITY TO OBTAIN ACQUISITION, CONSTRUCTION, AND PERMANENT FINANCING, INCLUDING LETTERS OF INTEREST FROM LENDERS AND /OR TAX CREDIT ALLOCATEES. A DISCUSSION OF THE FINANCING SOURCES AND PARTNERSHIPS UTILIZED FOR PRIOR PROJECTS AND REFERENCES FROM THESE PARTIES ARE ALSO WELCOME AND ENCOURAGED. Iccbcxg Development has a long history of financing complicated, mixed usc pxojccts. Sufficient initial investigation has taken place to convince us that this pxojcct is financcablc and can proceed once land has been acquired. Plcasc scc Scction 5 for letters of interest from Frccdom Bank and Vallcy Bank. 6. AVISUAL DESCRIPTION OF THE PROPOSED PROJECT. INCLUDING: A. ACONCEPTUAL DRAWING OR SCHEMATIC; B. CONCEPTUAL SQUARE FOOTAGE OF COMMERCIAL AND /OR OFFICE SPACE; C. CONCEPTUAL SQUARE FOOTAGE AND SIZE OF RESIDENTIAL UNITS; D. SCHEMATIC LAYOUT OF COMMERCIAL AND RESIDENTIAL FLOORS AND PARKING; E. SCHEMATIC OF THE PEDESTRIAN -LEVEL FACADE. Plcasc scc Section 4 for renderings and plans of the proposed pxojcct, including the information requested. Page 14 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Visual Description Continued The design team approached preliminary concepts for a mixed -use, residential building at the comer of College and Gilbert Streets with the goal of creating a building in keeping with Iowa City's dense and vibrant downtown landscape. These initial designs for a modern, clean -lined structure on the comer of College and Gilbert Street respond to the city's desire to enhance the quality of life in the city center by providing space for an expanded New Pioneer Food Co -op while creating desirable residential options. The conceptual design creates a strong urban edge on College and Gilbert defining the block while reinforcing openness and community connections by embracing the verdant green space of Chauncey Swan Park to the north. On the first floor, designers carved out a functional and light -filled space for the New Pioneer Co -op. Per the store's request, the main entrance is located on College Street and features a large bank of windows providing bright, welcoming views to the interior. A strong sense of presence is essential for the entrance, helping to orient passers -by while differentiating the commercial entrance from the residential entrances. On the mezzanine level, designers have allocated generous space for offices and administrative functions for the Co -op. On the north side of the Co -op, a large glass wall opens onto a spacious patio. This space could provide cafe stating and if outfitted with heaters, comfortable year -round gathering space. The patio is elevated slightly above the park, offering views and connection to the urban plaza. For people approaching the Co -op from the north, the patio and wall of glass will be a visually engaging invitation to participate in the bustling life of the Co -op. Rising above the first -floor grocery, the residential tower provides dynamic views of the downtown while offering potential residents a choice of elegant studio, one- and two - bedroom apartments. Fifty percent of the apartments feature outside balconies, and all residents will enjoy the green roof located over the first floor and overlooking the park. A range of design options gives potential renters an optimal mix of layout and atnenitics. Generously sized one and two bedrooms will attract young, creative couples. Elegantly arranged studio apartments on the top floor have vaulted ceilings with eastern facing clerestory windows in keeping with the goal to provide an abundance of natural light. Below ground, 30+ dedicated parking spaces will be available for residents. It is assumed that the remainder of the required parking with come from the adjacent parking deck and will be immediately accessible via direct connection. Elevators provide universal access to all levels of the facility. Because the building is situated in the urban core, the design team wanted to create a sophisticated, modern look. A mix of materials on the exterior, including metal panels and pre- cast or masonry stone, provide a strong visual base for the building. Wood, or wood toned material, warm and complement the darker materials. The possibility of using reclaimed wood panels is an intriguing sustainable design option. Large expanses of glass provide balance and open views, into the building and from the inside out to Iowa City's energetic urban hub. Page 15 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Visual Description Continued The design tcam recognizes that Iowa City and the New Pionecr Co -op stakeholders will expect this pxojcct to incorporate responsible, sustainable building strategics. As a team that has delivered a range of LEED buildings, including a LEED platinum targeted public library in Cedar Rapids, we arc cxcitcd to discuss these options. We believe that this pxojcct could be at the highest lcvcl of LEED, as desired by the Co -Op and the City, and we're prepared to outline and discuss the opportunities to maximize this project's green profile. Our preliminary design idcas include a green roof which could feature native grasses and raised beds for vegetable and herb gardens. An optional cistern collection system located on the roof could provide water for maintaining the roof as well as storm water management. Above the loading dock and entrance to New Pi, an angled roof could be covered in a photovoltaic array, helping offset the building's energy use. All of these idcas would of course need to be carefully assessed for viability. This pxojcct has the potential to significantly enhance Iowa City's tort. The design team is very cxcitcd by the opportunity to help create a larger, more flexible space for New Pi while adding much needed workforce housing to the downtown. Page 16 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Construction and Financing Plan 9. NARRATIVE DESCRIBING THE PROPOSER'S PLAN FOR CONSTRUCTION AND FINANCING OF THE PROJECT. THIS SHOULD INCLUDE: A. ORGANIZATION AND MANAGEMENT APPROACH TO THE PROJECT; Iccbcxg Development Group will be the owner of the project. Ryan Companies US, Inc. will serve as Developer and Contractor. OPN Architects will be the project designer. New Pioneer's Cooperative Society and Iceberg Development have signed a non - exclusive agreement to work together to accomplish this project, should our proposal be chosen by the City. A copy of that agreement is included in Section 7. It will be our responsibility to provide a shell facility for the New Pioneer operation. They will then be responsible for their own tenant finish. This tenant finish may or may not be completed by our team. We have made every effort to incorporate New Pioneer project shell facility needs into our design. We have priced those improvements and include those costs and reimbursement from New Pioneer in our projections. Please note that it is early in the design process. We have endeavored to create a design that accomplishes the purposes of both New Pioneer and the _John Gilbert Lofts. We have also been cognizant of the expectations of the City. Obviously, it may be necessary to adjust our design as we learn more and receive feedback regarding our Plans. B. GENERAL SCHEDULE FOR COMPLETION OF THE PROJECT FOLLOWING PROPERTY ACQUISITION; This project will require approximately 12 months for construction. Our plan would be to aggressively pursue design while the site is acquired and Mid Am substation relocated. We then could begin construction immediately. Ideally, the Mid Am schedule of one year for relocation could be shortened. We would also expect the demolition of existing buildings be completed prior to the Mid Am move. As part of this demolition, we would expect delivery of a clean site including removal of basements and relocation of area power poles. Financing is available so that we could proceed with the project immediately after the Mid Am relocation and be open and operational in 12 months. Our goal will be to advance the Mid Am move, resolve other issues such we could start construction in summer 2013, and be open in summer 2014. C. PLAN FOR INCLUDING OR NOT INCLUDING THE MIDAMERICAN ENERGY PROPERTY IN THE PROJECT; Current plans incorporate the Mid Am space. Page 17 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Construction and Financing Plan Continued D. DESCRIPTION OF AGENERAL FINANCING PLAN, PRELIMINARY PRO FORMA INCLUDING ANTICIPATED AND /OR POTENTIAL FINANCING SOURCES; The pxojcct tcam lookcd at the financing qucstion from two perspcctivcs. First, it was ncccssary to considcr a pxojcct scopc /dcfinition that was within the rcquircmcnts of the City RFP. This suggcsts rctail, officc and residcntial componcnts typical of an urban mixcd use pxojcct. Whilc the City did not dcmand that all of thcsc componcnts be prescm, it strongly cncouragcd thcir inclusion. The sccond perspcctivc also rclatcd to the rcquircmcnts of the RFP. Clcarly the City was intcrestcd in a pxojcct that would lcvcragc funding sourccs, limit City invcstmcnt, incrcasc the tax basc, and ultimatcly be ablc to be cffcctivcly financcd such that the pxojcct could be complctcd within a rcasonablc timc period. We discusscd various approachcs to the pxojcct and cvcntually dctcrtnmcd the bcst plan was to offcr a pxojcct that had a high dcgrcc of ccrtainty of cost cffcctivc financing and a morc prcdictablc timclinc for complction. This suggcstcd to us that the pxojcct be residcntial and rctail only and that it not includc an officc componcnt. Including an officc componcnt complicatcd dcsign, incrcascd construction cost, compromiscd financing and potcntially dclaycd construction start. This incrcascd cost would be fclt by all facility uscrs. Pcrhaps most bothcrsomc is the timing qucstion. We arc currcndy cxpericncing unprcccdcntcd low ratcs for long tcrm financing and a vcry aggressivc construction pricing. Thcsc ratcs and low costs will not be with us forcvcr. It is csscntial that we havc a plan that can "go to markct" as quickly as possiblc to takc advantagc of the currcnt ratc /pricing cnvironmcnt. We bclicvc that our pxojcct will comc to fruition quickly. We will obtain our short tcrm construction financing from local or rcgional banks whcrc we havc solid, ongoing rclationships. We cxpcct aggressivc ratcs to be availablc to us for 12 -24 months. Lcttcrs of rcfcrcncc from banks /financial institutions willing to be part of the financing solution arc includcd in our responsc. Spccific bank commitmcnts for intcrim and permancnt financing arc also includcd. Longcr tcrm fixcd financing should be availablc to us through the 221D HUD program. We havc acccsscd funds from thcsc programs for othcr projccts and havc prcliminary indications thcy will be availablc for this pxojcct. Again, Icttcrs of support arc includcd. We pxojcct 3.6% financing ovcr a fixcd 35 -ycar tcrm. Whilc the financing discussion may sccm rcicvant only to the residcntial portion of the pxojcct, it should be notcd that New Pionccr will also fccl the bcncfit of a schcdulc that advanccs quickly and contains a simplcr pxojcct scopc. Thcy too should scc the advantagcs of lowcr financing costs and an aggressivc bidding cnviromncnt. Thcy too will bcncfit from not having thcir pxojcct burdcncd by the additional dcsign and construction costs that accruc as a result of attcmpting to accommodatc a third (officc) use in the pxojcct. Page 18 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Construction and Financing Plan Continued A copy of the project pxofoxma is included in Section 8. Our approach in creating this pxofoxma was straightforward. We priced the improvements as designed, along with the related soft costs. We idenfificd timing and potential value of revenue and funding sources for the project. We determined that an 8% return on equity would be reasonable and then "backed in" to a TIP and land value amount to make the pxofoxma balance. Total project cost is estimated at $16,518,406. This does not include build out of the New Pioneer space. Other important clarifications arc included in Section 9H below. This outlines proposed City support for the project. While we have an LOI with New Pioneer, they reserve the right to negotiate final purchase price, including their portion of project soft costs and fees. Estimates for these amounts arc included in the pxofoxma. Please note: the RFP states that we can identify portions of our project as confidential. Please treat the proforma as confidential. We are comfortable releasing this information if this project is selected by the City for further consideration. D. COPIES OF ANY LETTERS OF INTENT FROM PROSPECTIVE PURCHASERS AND /OR TENANTS; A copy of the New Pioneer LOI is included in Section 7 F. DESCRIPTION OF THE MARKETING APPROACH TO SECURE PURCHASERS OR TENANTS; Pioneer Property Management, Inc. (PPM) will be in charge of leasing out the residenfial units of the _John Gilbert Lofts. PPM is a leading property management company serving a broad real estate development community. We feel it will be very important to strategically position the property early during the conceptuafizafion process. For this location and product type, we will target a clientele of young area professionals aged 25 -34. This Crealive Class is known as a progressive group and will be attracted to the location because it offers an urban living environment close to local transit, cultural activities, arnmitics, and services offered by the growing Iowa City downtown submarkct. Per the marketing study completed, there arc over 53,000 daytime professionals working within a two -mile radius of the site. We will strive to focus their attenfion on building arnmitics and a price point that appeals to this targeted clientele. There is currently a fimited supply of non - student housing in the area, as well as an extremely low rental vacancy rate of 2 %. The marketng study also points to a potential demand for 22,043 additional units in the market area by 2017. We feel that with the economic health of the University of Iowa, this area will continue to thrive in the future, and that Page 19 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Construction and Financing Plan Continued there will be a strong nccd for high quality, price- conscious rental housing for the Creative Class. To market the property, we will takc a multi - faceted approach. If and when the project is awarded, we will run introductory ads to gain interest. We will focus a large portion of our outreach on social media in an attcmpt to reach the targeted demographic. To do this, we will create a Paccbook presence, create a Twittcr account, and advertise through Craigslist. We will givc contact information and create a wcbsitc where pcoplc will be able to register for future updates and information on the project. We will also mcct with local businesses to discuss our project and givc them information to share with new and existing staff We may choose to utilize a television commercial, highlighting the area and arnenitics of the project. In addition, we will offer presentations to graduating students looking to stay in the area once their working careers start. Approximately six months before completion, we will begin to advertise in local publications both print and online, as well as in university publications, beginning the application process and collecting information on future tenants. This will generate strong interest in the building and will ensure early Icase -up activity when the building opens, which will Icad to a full, financially stable project. G. THE PROPOSED PURCHASE PRICE AND THE EXPLANATION OF THE PURCHASE PRICE FOR THE PROJECT PROPERTY. A total of $1,100,000 is programmed for acquisition of the Mid Am substation. This is not an agreed upon negotiated amount. We will enter into a good -faith negotiation with Mid Am to confirm the price for this property. We would like to have a better understanding of the cost and benefits to Mid Am for this relocation before agreeing to a final price. We havc assumed that the City property will be delivered to the project as a clean site at no cost. This assumes removal of the buildings and basements, environmental remediation if required, and relocation of power poles along the street. As a reminder, the TIP request for this project was based on an 8% return on equity. If it is more appropriate to include some purchase price for the City site, the TIP could be increased to accommodate that change. Page 110 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Construction and Financing Plan Continued H. THE PROPOSED AMOUNT AND DESCRIPTION OF GAP FINANCING ASSISTANCE FORTH E PROJECT. Gap financing to achicvc an 8% xctuxn on cquity is $3,914,129. This docs not includc rcimburscmcnt for the City sitc. It is assumcd that Ncw Pionccx may wcll xcquixc TIP support to complctc thcir planncd purchasc and tcnant improvcmcnts. Calculating the TIP rcqucst notcd abovc for the _John Gilbcrt Lofts portion of the projcct on a squarc footagc basis, and applying that to the Ncw Pionccx portion of the projcct, thcy could xcquixc — $1,350,000 in TIF support. This statcmcnt is madc without any firsthand undcrstanding of the financial nccds of that projcct. In addition to TIP, our proposal rcqucsts that the City portion of the sitc be dclivcrcd at no cost and rcady for construction. We notc that with additional work, the amount of the TIP rcqucst can be dccrcascd. Kccping in mind our goal of driving to an 8% xctuxn, dccrcascs in cost or altcrnativc or improvcd rcvcnuc sourccs could offsct a portion of the TIP rcqucst Stratcgics bcing cmploycd to scck that outcomc includc: • Achicving 221D HUD ratcs lowcr than the 3.6% in the proforma. • Obtaining Ncw Markcts Tax Crcdits for a portion of the projcct. We arc optimistic on this point. Plcasc notc the Icttcr from Crcdit Capital's Mirko Jakonovic in Scction 5. • Ncgotiating an improvcd pricc with Mid Am for the sitc. • Dcsign /cnginccring changcs that dccrcasc cost without compromising acsthctics or function. • Rcmoval of parking in the lowcr Icvcl with additional assigncd parking from the dcck. This is a small sitc with drastic topography. We havc discusscd the possibility of rctnoving the lowcr Icvcl. This would havc a significant impact on cost. Page 111 COLLEGE ST /GILBERT ST NORTHEST CORNER SITE September 28, 2012 Litigation, References, and Unique Capabilities 10. ASTATEMENT RELATIVE TO WHETHER ANY OF THE PRINCIPALS, DEVELOPMENT ENTITIES, OR MEMBERS OF THE DEVELOPMENT TEAM HAVE EVER BEEN INDICTED FOR OR CONVICTED OF A FELONY, AND A DESCRIPTION OF ANY AND ALL LITIGATION INVOLVING THE PRINCIPALS, DEVELOPMENT ENTITIES, OR MEMBERS OF THE DEVELOPMENT TEAM DURING THE PAST FIVE YEARS (COMPLETE EXHIBIT "B "). Nonc of the partics involvcd havc bccn inclictcd or convictcd of a fclony. Plcasc scc Scction 9 for Exhibit B listing litigation during the past Svc ycars. 11. REFERENCES FROM FINANCIAL INSTITUTIONS, CITY GOVERNMENTS, AND COMMUNITY ORGANIZATIONS THAT WILL PERMIT THE CITY TO VERIFY THE CAPABILITIES OF THE PROPOSER. Plcasc scc Scction 6 for Icttcrs from the citics of Fox Lake, G umcc, and Ccdar Rapids. Additional Icttcrs of support from various financial organizations arc also includcd in this scction. 12. IDENTIFY ANY UNIQUE RESOURCES, CAPABILITIES OR ASSETS WHICH THE PROPOSER WOULD BRING TO THE PROJECT. Ryan Companics US, Inc. is a national dcvcloper with spccial cxpertisc in muhiplc arcas, including rctail dcvclopmcnt. We arc currcndy constructing a projcct callcd 222 Hennepin in downtown Minncapolis that is similar in many ways to the proposcd projcct. It has a Wholc Foods Storc on the first floor and 286 work forcc apartmcnts, and it also incorporatcs an cxisting parking dcck. We can ccrtainly Icarn important Icssons from that cxpericncc that will be applicablc to the proposcd projcct. Ryan's cxpertisc as both a dcvcloper and a dcsign- buildcr allows us to providc a complctc tcam to this complcx projcct. Having a singlc point of contact and responsibility is vital to kccping such a dcvclopmcnt moving ahcad succcssfully. Jim Bcrgman is a nationally -known cxpert in financing projccts of this scalc and complcxity. This will hclp grcady in simplifying and advancing the dcvclopmmt cffort Finally, this is an opportunity to introducc the Ryan - Bcrgman tcam to the Iowa City markct. With the succcssful complction of the John Gilbcrt Lofts, we will be familiar with the local landscapc and can be a resourcc on futurc projccts. 13. PROPOSAL SUBMITTAL SIGNATURE FORM (COPY ATTACHED AS EXHIBIT "A "). Plcasc scc Scction 9 for the signcd Proposal Submittal Signaturc Form Page 112 SECTION 2 MISSION "We are committed to maintaining our culture of honesty, integrity and family values. Our collective abilities make us competent, our culture and values make us great." — Pat Ryan, President, Ryan Companies US, Inc. RYAN'S MISSION IS TO BUILD LASTING RELATIONSHIPS WITH OUR CUSTOMERS, EMPLOYEES, BROKERS, SUPPLIERS AND COMMUNITIES THROUGH A COMMITMENT TO THE FOLLOWING VALUES: Honesty and integrity. Qualities that have guided us from our beginnings in 1938. Exceeding customer expectations. Going above and beyond to ensure our customers are absolutely delighted with the end result. Continuous improvement through our quality process. Our dedication to the highest standards differentiates us. Clear and open communication. Collaboration and understanding are the keys to success. Promoting the growth of our employees, their families and our company. People are our most important asset. Providing a safe workplace. A model for the industry. Respecting the environment. Taking care to protect our natural resources. ABOUT RYAN "It was nice to see the caring that everyone at Ryan had for our team and our project. It was almost as if it A CLEAR POINT -OF -VIEW. Since 1938 our goal has been to build lasting relationships. A more than 73% rate of repeat business makes our vision o reality. was their building." — Terry Thompson, President, PCT Engineered Systems, LLC RYAN 15 COMMITTED TO BUILDING LASTING RELATIONSHIPS For three generations, Ryans have led the family business guided by this commitment, based on the highest standards of quality and service in the industry. While remaining true to the principles the company was founded on — integrity, honesty, civic pride and a sincere regard for people — we are meeting today's challenges, delivering value and exceeding RYAN TIMELINE HIGHLIGHTS 1938, HIBBING MINNESOTA At the turn of the 20th century, Hibbing was o hub for the mining and lumber industries. It was here that James Henry Ryon, with his sons, began what is now known as Ryon Companies US, Inc. 1949, RYAN REALTY COMPANY Brothers Russ and Fran Ryon formed this compony, along with Ryon Lumber and Cool, based in Hibbing, Minnesota. 1963, RYAN CONSTRUCTION This name was created to describe the business accurately. Later Ryon Properties operated as successor to Ryon Roult, 1989, RYAN COMPANIES US, INC. Current ownership is held by Pot Ryan and Tim Gary. Both ore active owner - managers of Ryan Companies US, Inc. 2010/2011, RYAN TODAY The company enjoys o 98% project delivery customer satisfaction rote, and a .75 workers compensation mod rate. For fiscal year 2009 -2010 (ended March 31, 2010), Ryon had revenue of $425,383,000 and managed 13,682,000 SF in assets. customers' expectations time and time again. A NATIONAL SINGLE - SOURCE PROVIDER Ryan is a leading national commercial real estate firm offering integrated design - build, development and real estate management services to customers. We specialize in office, industrial, retail, health care, alternative energy, hospitality, higher education, mission critical, public sector and mixed -use projects across the United States. From its early roots in northern Minnesota, the company has expanded its Minneapolis, Minnesota, base of operations to include offices in Chicago, Phoenix, San Diego and Tampa as well as Cedar Rapids, Davenport and Des Moines, Iowa. THE EXPERTISE OF RYAN'S PEOPLE Over the past 70 years, Ryan's talented and hard - working professionals have collaborated with customers and communities. Using a single- source approach, we offer flexibility in defining the scope of a project, and strength in providing effective, timely solutions resulting in a higher certainty of success. We are not satisfied unless our customers are satisfied — 100%. We embrace our customer's vision, working with them in every aspect of the design, development and construction process to deliver a solution that is sure to delight them. IN ALL WE DO, RYAN DELIVERS VALUE There is a reason why so many of our customers come back to work with us. It is our dedication to solving their problems, to serving them better, no matter how big or small their project. That is why our quality of construction is unmatched and our professionalism sets the standard for the industry. We measure our success in terms of our customer's satisfaction and our ability to build lasting relationships. RYAN RANKED ONE OF THE TOP INDUSTRY CONTRACTORS "The whole experience with Ryan was fantastic. They designed exactly what we needed and they built exactly what was designed. When we made a request, they evaluated it and developed options. I was extremely satisfied with the process and I am equally as satisfied with the outcome." TASER Intemotimml, Scottsdale, AZ Isle of Capri, Waterloo, IA Two MorketPointe, Bloomington, MN RiverView at Santee Office Condos, CA The Grose Retail Village, Mark, Gme, MN The Westin Edina Gallon , MN Target Import Warehouse, Savannah, GA Target Technology Center, Elk River, MN — Mark Evenstod, Wce Chairman, Upsher -Smith Laboratories ENGINEERING NEWS - RECORD (ENR)* HAS RELEASED ITS 2010 TOP 400 CONTRACTORS REPORT, which ranks the top contractors nationwide by revenue. Ryan ranked in the following categories: #37: Top 100 Design -Build Firms #41: Top 50 in General Building #72: Top 400 National Contractors Ryan Companies US Inc., a nationally recognized developer, design - builder and real estate manager, has specialized in fully integrated solutions for more than 70 years. Ryan builds lasting relationships with a project delivery model based on full- service customized solutions and total collaboration — pairing the customer's needs and expectations with the talents of a team of developers, financiers, architects, engineers, constructors and property managers. Ryan has offices in Chicago, Minneapolis, Phoenix, San Diego, Tampa, Cedar Rapids, Davenport and Des Moines, Iowa. In 2007, Ryan was named the National Developer of the Year by the National Association of Office and Industrial Properties (NAIOP). 'Engineering News - Record provides news, analysis, commentary and data for the construction industry. The weekly magazine has more than 70,000 paid subscribers. SAFETY LEADERSHIP AT RYAN "Ryan walks the talk and their job safety program is no exception. When Ryan talks about on site job safety, they mean business." —Ron Von-Bank, Safety Director, Muska Electric, Past Recipient Subcontractor SafetyA ward "This is an excellent Project Safety Manual." —John A Nudo, OSHA Team Leader, Fire Protection & Safety Branch, SAFETY IS A SERIOUS TOTAL MANAGEMENT EFFORT Ryan views people as our most important asset. Keeping everyone safe at the jobsite is a responsibility we take very Ryan's dedication to safety shows at seriously. We believe that through leadership, partnership, engineering, preventative everyjob site. Building a partnership maintenance, training, innovation and employee motivation, accidents can be minimized, with OSHA makes the best resources and expertise available to Ryan. if not entirely prevented. SAFETY EDUCATION AND TRAINING IS AN ONGOING PROCESS The Ryan Safety Program trains all employees in proper conduct and adherence. Additionally, all project sites require the use of project specific safety manuals along with individual safety orientation for everyone working on -site. Safety procedures at Ryan are dearly documented and continually reviewed and improved. RYAN'S SAFETY RECORD BEATS INDUSTRY AVERAGES In 2009 Ryan employees worked over 1.9 million hours with only one injury that involved days away from work. What this means, according to the National Bureau of Statistics, is that Ryan's lost -time injury rate is 1 /10 of the industry average! Over the past three years, Ryan's safety ratings have surpassed industry averages, and our workers' compensation insurance ratings represent excellent performance for the past decade. RYAN AND OSHA PARTNER TO IMPROVE SAFETY OSI IA Consultation, the department's group dedicated to education and technical assistance, has partnered with Ryan to form a job safety committee. Ryan and OSI IA visit job sites together looking for areas where safety can be improved.1'he committee gathers monthly in a conference setting to discuss their findings and to formulate steps to improve safety. Ryan views OSI IA's expertise as an unmatched resource for improving safety. RYAN AND ITS SUBCONTRACTORS WORK TOGETHER TO IMPROVE SAFETY AT THE JOB SITE All subcontractors supply Ryan with a copy of their safety programs and sign a contract committing them to various Ryan and OSI IA directed initiatives. Subcontractors participate in weekly safety committee meetings and toolbox talks where they discuss specific job site safety issues. SAFETY LEADERSHIP AT RYAN SAFETY HIGHLIGHTS Across the country in 2009, over more than 5.1 million hours were worked on Ryan jobsite without a single OSI IA citation Ryan was the first contractor to receive 3M Company's Safety Award 0.75 experience modification factor for workers' compensation for 2010 Our safety manual is used by OSI IA Consultation as an example for others to follow Consistent high marks from insurance loss control consultants touring Ryan job sites Ryan attained the highest level from the Safety Partnership Program in Illinois between OSI IA and BAGC RYAN SAFETY PROGRAM OVERVIEW The Ryan Safety Program consists of the following categories: PROGRAMS, PROCEDURES AND REGULATIONS Construction and Property Safety Manuals provide employees with safety information Fall protection required at and above six feet for all trades Site Specific Safety Manuals describe safety issues and requirements for each site Subcontractor Pre construction Safety Meetings are held to review the contract and the Site Specific Safety Manual. Individual safety orientations are held by each subcontractor for their employees with documentation provided to Ryan OSI IA Outreach Program is a partnership with OSI IA Consultation involving monthly walkthroughs of selected job sites and site safety committee meetings Job site safety inspections occur on a weekly basis Corporate and job site safety committee meetings are held monthly Non- monetary safety incentive program I ligh visibility apparel required for all workers on all jobs when exposed to moving equipment Drug screening program for all post - accident, post - injury and Ryan new hires In 2005, random drug screening was added for all Ryan employees deemed to be in a safety sensitive position LEED APPROACH "Ryan delivered a pre- engineered LEED building in 11 months. That is really unique. We are now true believers! Anyone at any price point can build a LEED building." — Mike Driscoll, Manager of Facilities Engineering, Rockwell Collins LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED) is a voluntary, consensus -based standard for developing high performance, sustainable buildings. In addition to reduced environmental impacts, benefits can include improved occupant health and productivity, better integration of the project into the community, a reflection of organizational values, and a dramatic reduction in building operating costs. LEED IS A NATURAL EXTENSION OF RYAN'S DESIGN -BUILD PROCESS. Understanding that every design option has a cost and a benefit is at the foundation of both LEED analysis and Ryan's preconstmcdon process. DESIGN AND BUDGET ALIGNMENT IS ESSENTIAL DURING THE DESIGN PHASE. Considerations of energy and atmosphere (building skin performance, equipment efficiency), materials and resources (recycled content, rapid growth and regionally sourced materials), and indoor environmental quality (ventilation, filtration, materials emissions) offer the most LEED points but also have sustainable options are weighed for life - lesign -build experience, your Ryan r budged schedule and other goals with [cation initiatives. Our expertise can help on any project, from one incorporating 3ursuing LEED, to a facility aiming for LEED Platinum certification. Your LEED- accredited Ryan project manager and project team are trained NORTHERN ARIZONA UNIVERSITY to assist you In defining your LEED Objectives and identifying your project's targeted COLLEGE OF BUSINESS ADMINISTRATION LEED level: Certified, Silver, Gold or Platinum. Project objectives and constraints are then NAU wanted a sustainable, energy- efficient building with low analyzed in the context of the six major LEED categories: sustainable sites, water maintenance costs, as well as a building that would serve as a efficiency, energy & atmosphere, materials & resources, indoor environmental quality, and landmark for the South Campus. innovation In design. AN ESTABLISHED COLLABORATIVE PROCESS IS VITAL TO A LEED PROJECT. Architects, engineers and project managers working together early in the process can have a great impact on environmental stewardship and energy use in the selection and development of a sustainable site. Synergies among credit categories can offer increased benefits at reduced upfront costs when a palette of credits is selected by an experienced, well- integrated team. DESIGN AND BUDGET ALIGNMENT IS ESSENTIAL DURING THE DESIGN PHASE. Considerations of energy and atmosphere (building skin performance, equipment efficiency), materials and resources (recycled content, rapid growth and regionally sourced materials), and indoor environmental quality (ventilation, filtration, materials emissions) offer the most LEED points but also have sustainable options are weighed for life - lesign -build experience, your Ryan r budged schedule and other goals with [cation initiatives. Our expertise can help on any project, from one incorporating 3ursuing LEED, to a facility aiming for LEED Platinum certification. RYAN EXPERIENCE WITH LEED "Ryan executed flawlessly. They were a true partner. We cannot say enough about their ability to track the LEED criteria and educate subcontractors about LEED." — CT Ling, Senior Mechanical Engineer, Facilities Engineering, Rockwell Collins HNI CORPORATION /GUNLOCKE FACILITY, MUSCATINE, IA TWO MARKETPOINTE, BLOOMINGTON, MN EDWARD AND LESLYE PHILLIPS FAMILY FOUNDATION, MINNEAPOLIS, MN POLARIS INDUSTRIES, INC., WYOMING, MN SUSTAINABLE BUILDING PRACTICES ARE BUILT UPON THE CONCEPT OF INTEGRATED DESIGN, and integrated design is the heart of Ryan's integrated project delivery. Our expertise can inform the LEED process and help you balance your design priorities — energy efficiency, utility, aesthetics, lifecycle costs, indoor air quality and operations — with your budget and schedule goals in the earliest stages of the design and building process. The result will be your LEED building delivered on -time, on budget and with exceptional service. Ryan has a strong track record of constructing LEED buildings. As a part of our own sustainability policy, Ryan evaluates all projects against the LEED criteria, and helps customers identify opportunities to maximize energy efficiency, obtain LEED certification or pursue other sustainability opportunities depending on their organization's goals. RYAN'S LEED- CERTIFIED PROJECTS: Rockwell Collins Building 130, Cedar Rapids, IA LEED -NC GOLD LEVEL • CB Richard Ellis Offices, Bloomington, MN LEED -CI GOLD LEVEL • The W.A. Franke College of Business at Northern Arizona University, Flagstaff, AZ LEED -NC GOLD LEVEL • North Central Association, Tempe, AZ LEED -NC GOLD LEVEL • HNI Corporation /Cunlocke Facility, Muscatine, IA LEED -NC SILVER LEVEL • Polaris Industries, Inc., Wyoming, MN LEED -NC CERTIFIED LEVEL • Towers at Bressi Ranch, Carlsbad, CA LEED -NC CERTIFIED LEVEL • Rosemont Corporate Center, Rosemont, IL LEED -NC GOLD LEVEL NATIONWIDE OPERATION CENTER, DES MOINES, IA GANDER MOUNTAIN, PALM BEACH GARDENS, FL THE TOWERS AT BRESSI RANCH, CARLSBAD, CA THE MOSAIC COMPANY, LITHIA, FL RYAN EXPERIENCE WITH LEED • Warren E. Burger Federal Building and U.S. Courthouse, St. Paul, MN LEED -CI SILVER LEVEL • Gander Mountain, Palm Beach Gardens, FL LEED -NC CERTIFIED LEVEL • KJWW Engineering, Davenport, IA LEED -CI SILVER LEVEL • Edward and Leslye Phillips Family Foundation, Minneapolis, MN LEED -CI GOLD LEVEL • Nationwide Operation Center, Des Moines, IA LEED -NC CERTIFIED LEVEL • Rockwell Collins Building 131, Cedar Rapids, IA LEED -NC SILVER LEVEL • Two MarketPointe, Bloomington, MN LEED -CS GOLD LEVEL • The Mosaic Company, Lithia, FL LEED -NC GOLD LEVEL • 123 Mission (Lobby), San Francisco, CA LEED -CI GOLD LEVEL • Crescent Chase, Building 2, Johnston, IA LEED -NC CERTIFIED LEVEL LEED REGISTERED PROJECTS (PENDING CERTIFICATION): • John Deere Credit, Phase II, Johnston, IA LEED -CI GOLD LEVEL • 3900 Camelback, Phoenix, AZ LEED -NC SILVER LEVEL • Deere & Company Corporate Headquarters, Moline, IL LEED -CI SILVER LEVEL DELTA DENTAL, NAPERVILLE, It WARREN E. BURGER FEDERAL BUILDING AND U.S. COURTHOUSE, ST. PAUL, MN r,....III I' . --;.� a7 7• � E O► ..aril BISHOP HENRY WHIPPLE FEDERAL BUILDING, FORT SNELLING, MN ROCKWELL COLONS BUILDING 131, CEDAR RAPIDS, IA RYAN EXPERIENCE WITH LEED Alliant Marshalltown IPO Training Center, Marshalltown, IA LEED -NC GOLD LEVEL Alliant Osceola Operations Center, Osceola, IA LEED -NC CERTIFIED LEVEL Delta Dental of Illinois, Naperville, Illinois LEED -NC SILVER LEVEL United States Courthouse, Cedar Rapids, IA LEED -NC SILVER LEVEL Whispering Willow, Wind Farm Operations and Maintenance Building, Iowa Falls, IA LEED -NC GOLD LEVEL Ryan Companies US, Inc. Corporate Office, Naperville, IL LEED -CI SILVER LEVEL • Century Trails Senior Housing, Maplewood, MN LEED -NC PLATINUM LEVEL Maricopa County Courthouse, Phoenix, AZ LEED -NC SILVER LEVEL Sheraton Desert Cove Resort & Spa, Cathedral City, CA LEED -NC SILVER LEVEL Federal Bureau of Investigation (FBI) Southwest, Phoenix, AZ LEED -NC SILVER LEVEL • Bishop Henry Whipple Federal Building, Minneapolis, MN LEED -NC SILVER LEVEL Lexington Commons, St. Paul, MN LEED -CI SILVER LEVEL (Above) Rebuilding Together — Valley of the Sun (Right) Ronald McDonald House — Groundbreaking Ryan/Target Golf Event— Benefitting Sharing And Caring Hands COMMUNITY SUPPORT Partial List "It was extremely generous of Ryan to donate their profit. We couldn't have done it without you." — William Galbraith, Chairman of the Board, Community Health Free Clinic ADOPT -A- FAMILY ADOPT -A- HIGHWAY – STATE OF MN AIDS ALZHEIMER'S ASSOCIATION AMERICAN CANCER SOCIETY AMERICAN DIABETES ASSOCIATION AMERICAN GI FORUM VETERANS AMERICAN HEART FOUNDATION AMERICAN LEGION AMERICAN RED CROSS AMERICAN REFUGEE COMMITTEE ANIMALADOPTION CENTER ANIMAL HUMANE SOCIETY ANNUAL CATHOLICAPPEAL ARIZONA SCIENCE CENTER BETH MENSING KIDNEY FOUNDATION BETHESDA LUTHERAN HOMES & SERVICES BIG BROTHERS /BIG SISTERS BOUNDARY WATERS FOUNDATION BOYS & GIRLS CLUB OF AMERICA BROKERS FOR KIDS CAMPHILL VILLAGE MINNESOTA CAMPUS MISSIONS INTERNATIONAL CANCER KIDS FUND CANINE COMPANIONS FOR INDEPENDENCE CATHERINE McAULEY CENTER CATHOLIC CHARITIES CEDAR RAPIDS SYMPHONY CEDAR VALLEY HABITAT FOR HUMANITY CHILDHELP USA CHILDREN'S CANCER RESEARCH FUND CHILDREN'S DIABETES FOUNDATION CHILDREN'S HOME SOCIETY CLEAN WATER ACTION CONFIDENCE LEARNING CENTER CORNERHOUSE FUNDRAISER COURAGE CENTER DISABLED AMERICAN VETERANS EMERGENCY FOODSHELF NETWORK ESPECIALLY FOR YOU –WOMEN'S BREAST CANCER WALK EVERCARE OF MINNESOTA FAITH HOUSE FAMILY SERVICESAGENCY FANTASY FLIGHT FEED MY PEOPLE FESTIVAL OF LIGHTS FESTIVAL OF TREES FOOD FOR THE HUNGRY FREEDOM FESTIVAL GIFT OF MARY CHILDREN'S HOME GIRL SCOUT COUNCIL OF GREATER MINNEAPOLIS HABITAT FOR HUMANITY HARRIET TUBMAN CENTER HOMES FOR HOPE HORIZON HOUSE HOSPITALITY HOUSE HOUSE OF CHARITY J.N. "DING" DARLING FOUNDATION JUNIOR ACHIEVEMENT JUVENILE DIABETES FOUNDATION LEUKEMIA FOUNDATION LISLE TOWNSHIP FOOD PANTRY MAKE -A -WISH FOUNDATION MARCH OF DIMES MARCY- HOLMES NEIGHBORHOOD ASSOC. MAYO FOUNDATION MEDICAL AMBASSADORS INTERNATIONAL MEMORIAL BLOOD CENTER MERCY COMMUNITY HEALTH FOUNDATION MERCY MEDICAL CENTER (Top) Annual Tree Planting (Above) A Day For Downtown (Right) Juyenlle Dlabetes Foundation — Walk To Cure MINNEAPOLIS CHILDREN'S HOSPITAL MINNESOTA CENTER FOR ENVIRONMENTAL ADVOCACY MINNESOTA FOOD SHELF ASSOCIATION MINNESOTA LANDSCAPE ARBORETUM FOUNDATION MINNESOTA ORCHESTRAL ASSOCIATION MINNESOTA PUBLIC RADIO MINNESOTA SPECIAL OLYMPICS MINNESOTATEEN CHALLENGE MINNESOTA WWII VETERAN'S MEMORIAL MISSIONARIES OF AFRICA � e f COMMUNITY SUPPORT Partial List MOTHERS AGAINST DRUNK DRIVING MS SOCIETY MUSCULAR DYSTROPHY ASSOCIATION NATIONAL PARKS & CONSERVATION ASSOC. NATURE CONSERVANCY NOTRE DAME /ST. MARY'S CHILDREN PAGE EDUCATION FOUNDATION PARTNERS IN MISSION PEOPLE TO PEOPLE PHOENIX DOWNTOWN COMMUNITY DEVELOPMENT CORP PHOENIX DOWNTOWN YMCA PHOENIX SYMPHONY RAPTOR CENTER REBUILDING TOGETHER VALLEY OF THESUN RESTART RONALD MCDONALD HOUSE SALVATION ARMY SANTAANONYMOUS SHARING AND CARING HANDS SISTER KENNY INSTITUTE SPECIAL OLYMPICS ST JOSEPH'S HOME FOR CHILDREN ST. LUKE'S HOSPITAL Sr. VINCENT DE PAUL SUSAN KILEY MEMORIAL SCHOLARSHIP FUND TEMPE PREPARATORY ACADEMY THE LIVING BANK TINY TIM CHILDREN'S FUND TOYS FOR TOTS UNITED CEREBRAL PALSY UNITED NEGRO COLLEGE FUND UNITED WAY VALLEY PARTNERSHIP VERITAS PREPARATORY ACADEMY VISION LOSS RESOURCES WILDLIFE REHABILITATION CENTER OF MINNESOTA WILLIS DADY HOMELESS SHELTER WORLD VISION YOUTH EMERGING SERVICE OUTREACH NETWORK YMCA 2011 REAL ESTATE AND DEVELOPMENT (RED) AWARD Best Public Project Presented by Arizona Commercial Real Estate Magazine (AZRE) THE OUTSTANDING BUILDING OF THE YEAR (TOBY) AWARD 2010 500,000 - 1,000,000 SF Presented by Building Owners and Managers Association (BOMA) Miami -Dade NAIOP MINNESOTA 2010 AWARD OF EXCELLENCE SINGLE STORY OFFICE /OFFICE FLEX Presented by NAIOP Minnesota Rasmussen College, Blaine, MN BEST OF THE BEST NATIONAL ARCHITECTURE AWARD BEST CULTURAL PROJECT Presented by Engineering News - Record Musical Instrument Museum Phoenix, AZ NAIOP TAMPA BAY 2010 OUTSTANDING DEVELOPER OF THE YEAR NAIOP TAMPA BAY 2010 NAIOP OUTSTANDING OFFICE BUILDING OF THE YEAR Presented by NAIOP Tampa Boy The Mosaic Company, Lithia, FL 2010 FAB AWARD GOVERNMENT /INSTITUTIONAL Presented by International Interior Design Association Northland Chapter Twin Cities Cristo Rey Jesuit High School and Colin Powell Youth Leadership Center Minneapolis, MN TEMPORARYCOURTS DEDICATION AWARD Presented by U.S. General Services Adminstration, U.S. Courthouse, Cedar Rapids, IA 2009 RECONSTRUCTION AWARD PLATINUM Presented by Building Design + Construction, W Minneapolis — The Foshoy, Minneapolis, MN 2009 PRESERVATION AWARD Presented by the Preservation Alliance of Minnesota, Warren E. Burger Federal Building — U.S. Courthouse St. Paul, MN 2009 GOLD NUGGET AWARD FOR OUTSTANDING REHAB COMMERCIAL OR INDUSTRIAL PROJECT Presented by Pacific Coast Builders Conference Comelbock Village Racquet & Health Club, Phoenix, AZ P.R.I.D.E MERIT AWARD, PUBLIC FACILITY Presented by International Interior Design Association Comelbock Village Racquet & Health Club, Phoenix, AZ FIRST PLACE, PUBLIC FACILITY Presented by American Society of Interior Designers Arizona North Chapter Comelback Village Racquet & Health Club, Phoenix, AZ FIRST PLACE P.R.I.D.E., HOSPITALITY + RESTAURANT Presented by International Interior Design Association The Spa at Comelbock Village Racquet & Health Club, Phoenix, AZ SECOND PLACE, HOSPITALITY Presented by American Society of Interior Designers The Spa at Comelbock Village Racquet & Health Club, Phoenix, AZ 2009 OUTSTANDING DESIGN + ARCHITECTURE IN EDUCATION, HONORABLE MENTION Presented by Education Design Showcase, High Country Conference Center at Northern Arizona University Flagstaff, AZ 2009 DESIGN -BUILD EXCELLENCE AWARD, BEST PROJECT REHABILITATION/RENOVATION/ RESTORATION Presented by the Design -Build Institute of Americo, Upper - Midwest Chapter W Minneapolis - The Foshoy Minneapolis, MN 2008 MINNEAPOLIS MERIT AWARD Presented by American Institute of Architects (AIA), Twin Cities Cristo Rey Jesuit High School /Colin Powell Youth Leadership Center, Minneapolis, MN BEST OF 2008: ARIZONA FIRST PLACE AWARD, RENOVATION/ RESTORATION CATEGORY Presented by Southwest Contractor Magazine Comelbock Village Racquet & Health Club, Phoenix, AZ 2008 TOP PROJECT Presented by Finance and Commerce W Minneapolis - The Foshoy Minneapolis, MN 2008 TOP PROJECT Presented by Finance and Commerce Two MorketPointe, Bloomington, MN 2008 TOP PROJECT Presented by Finance and Commerce Tronsomo Medical, Inc. New Brighton, MN 2008 PROJECT TEAM OF THE YEAR AWARD Presented by Target Corporation Food Distribution Center, Lake City, FL 2008 MINNESOTA PRESERVATION AWARD, ADAPTIVE REUSE Presented by Preservation Alliance of Minnesota, W Minneapolis - The Foshoy, Minneapolis, MN 2008 MINNESOTA PRESERVATION AWARD, ADAPTIVE REUSE Presented by Preservation Alliance of Minnesota, The Phillips Foundation Office, Minneapolis, MN 2008 MINNESOTA PRESERVATION AWARD, CHARLES NELSON AWARD FOR EXCELLENCE Presented by Preservation Alliance of Minnesota, W Minneapolis - The Foshoy, Minneapolis, MN 2008 #1 COMMERCIAL DEVELOPER The Best of Arizona Business 2008 Ranking Arizona, Presented by Arizona Business Magazine 2008 MINNESOTA PRESERVATION AWARD, EXCELLENCE IN SUSTAINABLE DESIGN Presented by Preservation Alliance of Minnesota, The Phillips Foundation Office, Minneapolis, MN 2008 CAE CITATION AWARD, GREAT EDUCATIONAL PLANNING Presented by American Institute of Architects' (AIA) Committee on Education, Twin Cities Cristo Rey Jesuit High School /Colin Powell Youth Leadership Center, Minneapolis, MN 2008 AWARDS OF EXCELLENCE SPECIAL RECOGNITION AWARD Presented by Minnesota Construction Association, Twin Cities Cristo Rey Jesuit High School /Colin Powell Youth Leadership Center, Minneapolis, MN 2008 GREEN INITIATIVE AWARD Presented by Rockwell Collins, For Rockwell Collins' Building 130 Cedar Rapids, IA 2007 NAIOP NATIONAL DEVELOPER OF THE YEAR 2007 TOP PROJECT Presented by Finance and Commerce The Westin Minneapolis Hotel Minneapolis, MN 2007 TOP PROJECT Presented by Finance and Commerce Twin Cities Cristo Rey Jesuit High School /Colin Powell Youth Leadership Center, Minneapolis, MN 2007 BEST IN REAL ESTATE Best Hospitality Development/ Redevelopment and Best Overall Presented by Minneapolis -St. Paul Business Journal, W Minneapolis - The Foshoy, Minneapolis, MN 2007 BEST IN REAL ESTATE Best Office Development — Multi- tenant and Best Green Project Presented by Minneapolis -St. Paul Business Journal, Two MorketPointe Bloomington, MN 2007 BEST IN REAL ESTATE Best Office Development — Build -to -Suit, Presented by Minneapolis -St. Paul Business Journal, Tmnsomo Medical, Inc., New Brighton, MN AWARDS Partial 2006 - 2011 2007 READERS' CHOICE AWARD BEST HISTORIC REHABILITATION Presented by Affordable Housing Finance Magazine's Midtown Exchange, Minneapolis, MN 2007 MINNEAPOLIS MERIT AWARD Presented by American Institute of Architects (AIA), Midtown Exchange Minneapolis, MN 2007 NATIONAL MERIT AWARD FOR BEST RENOVATION/REHABILITATION Presented by Design -Build Institute of Americo (DBIA), Midtown Exchange Minneapolis, MN 2007 EXCELLENCE IN MASONRY AND CONCRETE DESIGN AND CONSTRUCTION AWARD Presented by The Minnesota Concrete and Masonry Contractors Association QLogic Corporation, Shakopee, MN 2007 PRESERVATION AWARD FOR ADAPTIVE RE -USE Presented by the Preservation Alliance of Minnesota, The Westin Minneapolis Hotel, Minneapolis, MN 2007 RECONSTRUCTION AWARD BRONZE LEVEL Presented by Building Design & Construction, The Westin Minneapolis Hotel, Minneapolis, MN 2007 #1 COMMERCIAL DEVELOPER The Best of Arizona Business, 2007 Ranking Arizona, Presented by Arizona Business Magazine 2007 PREFERRED SUPPLIER AWARD Presented by Rockwell Collins Cedar Rapids, IA 2007 HERITAGE PRESERVATION AWARD — ADAPTIVE REUSE Presented by Minneapolis Heritage Preservation Commission The Westin Minneapolis Hotel Minneapolis, MN 2007 AWARD OF EXCELLENCE Presented by Notional Association of Women in Construction (NAWIC) Quad Cities Chapter Lujack Lexus of Quad Cities Davenport, lA 2007 AWARD OF MERIT Presented by Notional Association of Women in Construction (NAWIC) Quad Cities Chopter, Lujack's Fitness Center Davenport, lA 2007 AWARD OF MERIT Presented by Notional Association of Women in Construction (NAWIC) Quad Cities Chopter, PCT, Inc. Davenport, lA 20062007 OUTSTANDING PROJECT Presented by Association of Subcontractors and Affiliates (ASA) of Chicago Sears Centre Arena Hoffman Estates, IL WHAT OTHERS SAY ABOUT RYAN "We were very impressed with the work performed by our Ryan project team. Our building was turned over to us a month earlier than promised. Our superintendent guided us in many decisions with his experience —we welcomed his good knowledge. Our project manager was on top of everything and did a fantastic job as well. Thank you very much!" — Hue Van Lien, Owner/President, Modern Manufacturing & Engineering, Inc. Ryan was always professional, responsive, flexible with no headaches!" —Ed Faulstick, General Manager, GE Capital "Ryan has disciplined processes in place and managed the project schedule and cost very well. Thank you for a job well done." — Mike Neleman, Director of Facilities, Rockwell Collins "All of our general contractors are good and each new project is better than the previous, which is, of course, the expectation of us all. At this point our other contractors will have to raise their performance levels to match those of Ryan based on the T -3810 project" — Tony Mills, Owners Site Representative, Target Corporation "It was a great experience done by true professionals. I would highly recommend Ryan in the future." — Sean Shannon, Managing Director, Illinois Hospitality "Ryan has a great team that brings the following things to the table that are good for us: prompt action to problems; reasonable pricing to solve those problems; very timely response to changes and very personable staff members." — Terry Jones, Director of Facilities, Chandler Regional Hospital "Outstanding group to work with!" — William E. Wilson, Construction Manager, Best Buy Co., Inc. "They were very responsive and the caliber of the project was super. The project manager's professionalism was unmatched... top notch on all counts!" — Adria Renke, Vice President, Brophy College Preparatory WHAT OTHERS SAY ABOUT RYAN "Ryan's personnel did an outstanding job based on all of the issues and procedures they were involved in. In my 25 years in development and construction, the South Seas Resort reconstruction was the most challenging job for any general contractor. Ryan's personnel performed professionally the entire process. I personally want to thank of the individuals involved in this project" — Bob Offi, Senior Project Manager, Mariner Properties Development, Inc. "I always felt that the project managers had the market's best interest at heart and really marshaled the forces to make sure we would open on time and on budget" — JoAnna Hicks, Assistant Executive Director, Neighborhood Development Center "The work authorization process was excellent, particularly considering the complexity of dealing with insurance adjusters. All Ryan personnel were very professional, knowledgeable and extremely responsive. We would use Ryan Companies again and highly recommend them to others." — Elaine Hawkins, President, Specialty Risk Management Services, Inc. "The project team was far superior to others I have worked with. Everyone I encountered at Ryan was a 'professional' and behaved that way. It was a pleasure working with the members of Ryan's team." — John Wicks, Senior Project Managerof Design and Construction, Hennepin County Property Services Department "Ryan very openly commits to being a team player with the owner. Their open style of communicating and project management gives the owner confidence that there are no hidden agendas." — Paul Couture, Project Manager, University of Nebraska Lincoln "I haven't had the opportunity to work with a design -build company —Ryan is an excellent company with quality personnel!" — Fred Greiner, Executive Vice President, Faraway Stores, Inc. "They were a cohesive team that communicated very well and kept us informed and on track to meet our opening date goal. Best of the best!" — Jerry James, Regional Manager, Workplace Solutions "The space turned out exactly how I envisioned it! Your subcontractors were fabulous to work with." — Diane Dohrman, Business Process Leader, Cargill Industrial Starch WHAT OTHERS SAY ABOUT RYAN "They were a pleasure to work with. They brought a project with a short timetable, inflexible budget and complex dynamics to a very successful completion!" — Peter Beck, Liaison, Gabbert & Beck "We had no problems and they were 100% responsive!" — Jean Cooper, Nurse Manager, Orthopedics/Ophthalmology & Skilled Orthopedics Unit, Mercy Medical Center "We had a great group of leadership staff on the project. They were fun to work with." — Kaye Englin, Vice President of Advancement & Church Relations, Beloit Residential Treatment Facility "We were very pleased working with the staff on this project. They went above and beyond to make the transition comfortable, easy and a pleasure." — Rose Krask, Regional Manager, RMK Management "As usual, the Ryan 'adapt and overcome' philosophy kicked in when problem cropped up ... I have done so many projects with Ryan that I almost feel like part of the team." — Jon Smith, Facilities Manager, Lujack's Northpark Auto Plaza "The Ryan team has continued to exceed expectations at many stages of this important redevelopment. Thank you for proving our selection of Ryan was the right one. I look forward to future celebrations of successful work by Ryan." — Gary Schiff, Minneapolis City Council Ward 9 "The depth and experience of Ryan's internal support staff has helped to maintain the overall design developments, maintain schedules and cost control." — Dennis Crowe, Owner /Developer, Oppidan, Inc. "Ryan takes the time to think past the bid documents and includes what others turn into change orders." — Ernie Vitucci, Director of Building Services, Metro Commercial Properties "To come in at or below budget is tough to do on any project, but to come in under budget and one month ahead of schedule is excellent" — Antioch Relocation Team SECTION 3 222 HENNEPIN 222 HENNEPIN AVENUE MINNEAPOLIS, MN 55401 TYPE OF PROJECT Mixed -Use, Retail, Multi - family Residential Anticipate LEED Silver Certification for Mid -rise Residential REFERENCE Chris Culp The Excelsior Group 11455 Viking Drive, Suite 350 Eden Prairie, MN 55344 612- 353 -3304 Mark Schoening Tony Borrenco Ryon Companies US, Inc. 50 South Tenth Street, Suite 300 Minneapolis, MN 55403 612- 492 -4000 ARCHITECT Ryon Companies US, Inc. — Architect-of- Record Humphreys 8 Partners Architects, LP. — Design Architect RYAN'S RESPONSIBILITY Development Architecture 8 Engineering Design -Build Construction Capitol Markets SIZE 579,706 SF; 286 units CONSTRUCTION PERIOD 18 Months DATE TO BE COMPLETED Summer 2013 222 HENNEPIN "We're extremely excited to expand our offering of natural and organic products to an even greater customer base." — Michael Basha ,, President, Midwest Region, Whole Foods Market A SIGNATURE DEVELOPMENT FOR DOWNTOWN MINNEAPOLIS Ryan Companies and The Excelsior Group collaborated to bring this 579,706- square -foot mixed -use project to downtown Minneapolis. The project – called 222 Hennepin – will contain 286 luxury apartments and will be anchored by the first Whole Foods Market in downtown Minneapolis. Ryan Companies co- developed the project with The Excelsior Group, specialists in multi- family real estate. Ryan is also the architect -of- record and builder for the project, which will occupy a full city block at the corner of Hennepin and Washington Avenues. The corner is one of the most prominent downtown, and development challenges had kept it vacant for more than five years. A 40,000 - square -foot Whole Foods Market will occupy the ground floor of the project. Luxury apartments, featuring dramatic views of the downtown skyline and Mississippi River, will occupy the second through sixth floors. Ryan Design worked with Humphreys & Partners Architects on the conceptual design of the project, which focused on balancing the housing needs of sophisticated, discerning apartment residents with the commercial needs of a top -tier urban grocery store. Project amenities include a fourth -floor terrace with an outdoor pool, bocce ball area, fire pit, dog walk, enclosed party room, cyber cafe and state -of- the -art fitness center. The terrace itself affords spectacular views of the downtown Minneapolis skyline. The construction of the project prioritizes sustainable building practices by incorporating an existing 300 -stall parking structure, effectively wrapping the new project around the existing improvements and re -using them. This project is targeting Leadership in Energy and Environmental Design (LEED) Silver certification for mid -rise residential. BUILDING LASTING RELATIONSHIPS RYAN' BROADWAYPLAZA REDEVELOPMENT 800 WEST BROADWAY MINNEAPOLIS, MINNESOTA TYPE OF PROJECT Retail Office YWCA Parking Romp REFERENCE Theresa Con Great Neighborhoods Development Corporation 1113 East Franklin Avenue, Suite 202 Minneapolis, MN 55404 ARCHITECT Ryon Companies US, Inc. RYAN'S RESPONSIBILITY Development Assistance Architecture 8 Engineering Design -Build Construction SIZE 121,000 SF — YWCA 40,000 SF — Retail and Office 327 -stall Parking Romp CONSTRUCTION PERIOD 12 Months DATE TO BE COMPLETED June 2011 BROADWAY PLAZA Ryan has brought its full design - build /development capabilities to support the efforts of the Great Neighborhoods! Development Corporation to redevelop a key intersection of West Broadway in North Minneapolis. iocatea in JNortn rvimneapons, and has long been on the City's and several neighborhood organizations' wish lists for redevelopment. A variety of different developers have considered the site, but were unable to create a viable plan for the economically challenged neighborhood. Great Neighborhoods! Development Corporation (GNDC) has partnered with Ryan to masterplan the redevelopment of a key intersection for a mix of uses including: the largest YWCA in the nation, office and neighborhood retail as well as a parking ramp. The project goals are to catalyze community development, reduce crime, create jobs and promote community ownership. In addition, Ryan is working with GNDC to incorporate high levels of minority- and women -owned business participation on the project. A SENSE OF PLACE Ryan's architects and engineers are working with community leaders to ensure the project is vibrant, joyous and transformative with a strong sense of place. The facility will feature a waterpark, pools, gym and fitness facilities, attracting up to 2,000 visitors daily. The YWCA will be LEED certified with a variety of energy efficient strategies incorporated into the design as well as a green roof complete with running track. It will also be a 24 -hour use facility. To ensure security and safety, GNDC will partner with the Minneapolis Police Department to locate a safety center within the project. CANYON VILLAGE UNION HILLS AND THOMPSON PARKWAY SCOTTSDALE, AZ TYPE OF PROJECT Mixed Use Office and Retail REFERENCE Ron Henry Director of Development Commercial Properties DMB Associates 7600 East Doubletree Ranch Road #300 Scottsdale, AZ 85258 480 - 367 -7000 ARCHITECT H &S International RYAN'S RESPONSIBILITY Contractor Design -Build SIZE 102,745 SF CONSTRUCTION PERIOD 15 Months DATE TO BE COMPLETED January 2008 CANYON VILLAGE DMB Associates and Ryan partner again to develop and build a chic urban gathering spot in Northern Scottsdale, Arizona. 2' • sp RYAN AND DMB & ASSOCIATES TEAM -UP AGAIN AT CANYON VILLAGE Canyon Village is a new mixed -use development in Silverleaf, a luxury community within DMB & Associates' DC Ranch development in north Scottsdale. Canyon Village will be home to luxury offices, boutique retail and urban restaurants and it will be located just north of the DC Ranch Village Health Club and Spa, which was also built by Ryan. Ryan and DMB have partnered on other developments including DMB's Power Ranch and Verrado communities. A LUXURIOUS URBAN ENVIRONMENT The formal Mediterranean architecture, brought to life by Bing Hu of H &S International, will take full advantage of the project's desert surroundings. Innovative, fresh and contemporary, Canyon Village will feature an appealing atmosphere with lush courtyards and fountains that will contribute to the al fresco gathering spaces available to office and retail tenants. Fine furnishings and luxurious finishes assist in fulfilling the overall ambiance of this new urban development. Made up of four distinct buildings, Canyon Village will span 4.5 acres and include 100,000 square -feet of office, retail and restaurant space. Its first tenants will be Silverleaf Realty and DMB Realty, two real estate entities owned by DMB. Silverleaf eventually will have 700 homes on 2,000 acres. Its Tom Weiskopf- designed golf course opened in April 2002 and the private Silverleaf Club & Spa has been ranked among the Country's finest. THE GROVE "North Memorial Health Care is extremely excited to be part of The Grove. This development, containing retail, office, medical and hospitality uses, is an ideal mix of products and services in a superb location." — David Cress, President & CEO, North Memorial Health Care THE GROVE INTERSTATE 94 AND HIGHWAY 610 MAPLE GROVE, MINNESOTA 55369 TYPE OF PROJECT Mixed -use Development REFERENCE Bill McHale, Executive Vice President Ryon Companies US, Inc. 50 South Tenth Street, Suite 300 Minneapolis, MN 55403 612- 492 -4000 RYAN'S RESPONSIBILITY Development Architecture 8 Engineering Construction Real Estate Management Legal and Environmental Services ARCHITECT Ryon Companies US, Inc. RSP Architects SIZE 200 Acres CONSTRUCTION PERIOD 12 Months DATE COMPLETE Summer 2007 'H A GATEWAY TO THE CITY OF MAPLE GROVE Blending the best of - _ - retail, office, medical and hospitality, The Grove is a vital, master - planned development which serves the expanding population of the Twin Cities' northwest suburbs. Working closely with the City of Maple Grove, the 200 -acre Ryan -owned development features high - quality architecture utilizing traditional and contemporary design elements. The overall design maintains some of the site's native features and complements the city's existing amenities. AN INTERCONNECTED MIX OF USES The Grove's retail component is anchored by a 400,000- square -foot power center including Target and Home Depot. These big -box retailers creatively mix with a 138,000- square -foot pedestrian- friendly village featuring small shop storefronts of local, regional and national retailers and restaurants, as well as a 600,000- square -foot medical campus featuring North Memorial Hospital. The Grove incorporates walking paths throughout the site that connect to adjacent park trails, in addition to several locations to gather and relax, giving the development a cohesive, community feel. UPPER LANDING ST. PAUL, MINNESOTA TYPE OF PROJECT Luxury Villa Apartments Mixed -use Retail Office Areas Parking Romps REFERENCE Collin Barr President, Minnesota Region Ryon Companies US, Inc. 50 South Tenth Street, Suite 300 Minneapolis, MN 55403 612- 492 -4000 ARCHITECT KKE Architects Pope Architects RYAN'S RESPONSIBILITY Development Management Design -Build SIZE 400 Apartment Units 21 Acres CONSTRUCTION PERIOD 2002 -2005 UPPER LANDING "Upper Landing is the next phase of Saint Paul's riverfront development. I applaud the Centex and Ryan commitment to a project that creates new homes that supports the community's overall vision." — Patrick Seek Executive Director, Saint Paul Riverfront Corporation BLOCK 1 BLOCK 2 BLOCK 3 BLOCKS 5 & 6 A NEW URBAN VILLAGE ON THE MISSISSIPPI RIVER. Upper Landing is a 600 -home residential development that follows along 21 acres of St. Paul, Minnesota's prime Mississippi riverfront. Just a few short steps away from the Science Museum of Minnesota and across the river from a newly renovated Harriet Island Regional Park, Upper Landing is a prime location for urban living and river views. The overall development is predominately housing. Eight city blocks create an exciting urban village with connections between the community, the river and a newly energized downtown. This new neighborhood on the riverfront boasts market rate apartments, affordable housing, high -end townhomes, condominiums and some commercial space. The grounds are extensively landscaped, including two parks and a regional trail that runs along the Mississippi River with an expansive open green space for public use. THREE BLOCK NICOLLET MALL 800 - 1000 NICOLLET MALL MINNEAPOLIS, MINNESOTA 55403 TYPE OF PROJECT Class "A' Office Building Retail Parking Romp REFERENCE Collin Barr President, Minnesota Region Ryon Companies US, Inc. 50 South Tenth Street, Suite 300 Minneapolis, MN 55403 612- 492 -4000 ARCHITECT Ellerbe Becket RYAN'S RESPONSIBILITY Development Legal and Environmental Services Financing Design -Build Property Management SIZE 3.5 Million SF CONSTRUCTION PERIOD 48 Months DATE COMPLETED February 2002 THREE BLOCK NICOLLET MALL DEVELOPMENT "These projects bring over 3 million square feet of office space and over 15,000 people per day to the south Nicollet Mall area. Ryan Companies US, Inc. has achieved a trifecto in the development of this strategic downtown area in just four years. Only Ryan could have made this happen." — Sharon Sayles Belton, Former Mayor of Minneapolis THREE CITY BLOCKS, 3.5 MILLION SQUARE FEET, 75 BUILDING STORIES COMPLETED IN FOUR YEARS The Nicollet Mall, in the heart of Downtown Minneapolis, is a unique pedestrian mall that combines a retail environment with a business community. ANCHORING THE SOUTHERN END OF MINNEAPOLIS' DOWNTOWN Working with the City of Minneapolis, the neighboring community, corporate users and the architectural firm of Ellerbe Becket was critical to the success of this downtown revitalization effort. From unique landscaping and sculptures, to the retail amenities, each phase of this project was developed to meet the needs of this diverse community of end - users. Major tenants whose headquarters occupy this three block area include: Target Corporation, US Bancorp Piper JafFray, Xcel Energy and Oracle. Ryan's Minneapolis office is also located in the 900 Nicollet building. Target Corporation has chosen the 900 Nicollet location for its first two-story retail store in a downtown setting. Next door is the corporate headquarters for Target Corporation in Target Plaza. Target Plaza comprises 1.8 million square feet of office space in two, class "A' office towers to support Target operations across the country. BUILDING LASTING RELATIONSHIPS IRYAN' PROJECT EXPERIENCE FOR JIM BERGMAN Senior Housing Established in March 2006, Hometown Harbor Assisted Living is a 110 -unit living facility. Senior Housing Established in August 2006, Thomas Place Glenview is 143 -unit independent senior living facility. Senior Housing Established in October 2008, Acorn Hill Senior Assisted Living is a 29 -unit facility. CROWN • Family Housing Established in 2008, Crown Road Estates is a community of 335 single - family homes with four bedrooms and 2.5 bathrooms. THOMAS • Senior Housing Established in August 2010, Thomas Place Fox Lake is a 100 -unit independent senior living community. THOMAS D•' Senior Housing Established in November 2010, Thomas Place Bettendorf is a 116 -unit independent senior living community. BUILDING LASTING RELATIONSHIPS f1YAN' PROJECT EXPERIENCE FOR JIM BERGMAN Senior Housing Established in March 2011, Thomas Place Waukee is a 116 -unit independent senior living community. SENIOR GREEN GABLES LIVING EW Senior Housing Established in June 2011, Green Gables is a 48 -unit independent senior living community. TOWN H OM ES Family Housing Established in August 2011, Waukee Family Townhomes is a communty of 45 duplexes for a total of 90 units. HOMETOWN HARBOR EAST MOLINE East Moline, IL Senior Housing Established in September 2011, Hometown Harbor East Moline is a 80 -unit independent senior living community. WESTPORT Family Housing Anticipated to be completed in December 2011, Westport Terrace is 72 -unit family housing development. Senior Housing Established in March 2012, Thomas Place Gurnee is a 100 -unit independent senior living community. BUILDING LASTING RELATIONSHIPS f1YAN' PROJECT EXPERIENCE FOR JIM BERGMAN Senior Housing Anticipated for February 2012, the East Dundee project consists of a 82 -unit independent senior living community and a family development of 38 single - family homes and 15 duplexes. Senior Housing Aniticipated for October 2012, Kade Courtyard Senior Living is a 82 -unit independent senior living community. Senior Housing Anticipated to be completed in March 2013, Thomas Place Orland Park is a 80 -unit independent senior living community. BUILDING LASTING RELATIONSHIPS f1YAN' Updated 925112 PIONEER PROPERTYMANAGEMENT, INC. 65 Elm St., A O. Box 703 Platteville, Wisconsin 5381 8 -0 703 Pioneer Management was established in the fall of 1985 to provide effective management and oversight for federally subsidized housing complexes financed through the U.S. Department of Agriculture. In 1990 it changed from a sole proprietorship and became incorporated as Pioneer Property Management, Inc. Management consists of Gary W. Fritz, Owner/President; Cynthia E. Fritz, Owner /Compliance Manager, and Brian J. Fritz, Owner/New Business Development Manager. The main office is located at 65 Ehn Street, Platteville, Wisconsin. The business is staffed by the following twenty -three full- time /part -time employees: Gary W. Fritz, President Cynthia E. Fritz, Compliance Manager Brian J Fritz, New Business Development Manager Karen Kisting, Accountant Sandy Carey, Accounts Receivable Gayle De Haan, Accounts Receivable Julie Jentz, Accounting Joely Saidykhan, Accounting /Bookkeeping/Financial Reporting Christine Richardson, Accounting /Bookkeeping/Financial Reporting Theresa McCarthy, Accounts Payable Marcia Nelson, Accounts Payable Jessica Fritz, Legal Administration Chris McCall, Occupancy Specialist LuAnn Wetter, Receptionist/Occupancy Specialist Renee Geyer, Occupancy Specialist, Compliance Specialist Barbara Larson, Occupancy Specialist Linda Trickel, Project Oversite (3 -4 days per month) Warren Reiser, Project Oversite (2 -3 days per month) Willard Adams, Project Oversite (3 -4 days per month) Sherri Von Glahn, Clerk (part-time) Joanne Schlicher, Receptionist/Clerical Anna Blair, District Manager, Illinois Andrew Berlingeri, District Manager, Iowa The address for the Illinois branch office is PPMI, P.O. Box 515, Sterling, Illinois 61081: Jennifer Castillo, Property Manager /Occupancy Specialist Martha Hunt, Real Estate Broker/Property Manager Pioneer Property Management, Inc., currently manages ninety -three elderly and family housing properties with a total of 3,832 units located in the states of Wisconsin, Illinois, Mississippi, Indiana, Missouri, Arkansas and Iowa as follows: 12 Wisconsin properties, family housing, 286 units 26 Wisconsin properties, elderly housing, 511 units 15 Illinois properties, family housing, 683 units 15 Illinois properties, elderly housing, 893 units 3 Iowa properties, family housing, 212 units 15 Iowa properties, elderly housing, 722 units 1 Indiana property, family housing, 38 units 2 1 P a g e 1 Arkansas property, elderly housing, 64 units 1 Missouri property, family housing, 40 units 1 Missouri property, elderly housing, 48 units 3 Mississippi properties, family housing, 335 homes Project records (i.e., financial and copies of tenant records) are kept in the office of Pioneer Property Management, Inc., at 65 Elm Street, Platteville, Wisconsin. All compliance reporting is prepared and submitted by the Pioneer Property Office. Pioneer Property Management, Inc. uses cash accounting methods and keeps a set of books for each project it manages. All rent payments are processed by the Pioneer Property Management, Inc. office. Fidelity bonding is required for all complexes, therefore bonds are provided. There is a professional business relationship between this management firm and the owners as evidenced by the management agreement. The owners of the project are naturally committed to the provision of clean, well - maintained housing as is this management firm. The owners' direct involvement in the successful operations of projects is anticipated. The majority of projects have USDA and/or tax credit fending involved and the accounting procedures are set up to respond to their reporting requirements. Rent -up begins 90 days prior to projected completion date. This includes a prior conference between the owner and management personnel. Decisions are then made concerning advertisement, affirmative marketing practices, tenant eligibility and tenant selection criteria. Pioneer Property Management, Inc., personnel refer to the Affordable Housing Tax Credit, HUD, IRS Section 42 and Rural Development program data for understanding of the requirements for determining eligibility, tenant certifications and recertification's. Management personnel will continue to attend workshops which provide updated information as it becomes available at the state and federal levels. If the data in the office does not cover specific questions or problems that the Management Agent might encounter, then the question is addressed to the specific state office to ensure compliance with the tax credit program. Pioneer Property Management manages five certified RCAC assisted living facilities (three in Racine, WI, one in Mosinee, WI, and one in Davenport, IA) and complies with the Administrative code HFS 89 of The State of Wisconsin licensing and The State of Iowa licensing. The assisted living trained staff works in conjunction with occupancy specialists and management to assure proper care of residents and tax credit compliance. All occupancy specialists and upper level management staff attend training in regard to requirements under Section 42, ADA, Fair Housing, and 504 regulations. All Pioneer Property Management, Inc., staff is trained as noted below in reference to all applicants and tenants in complexes managed by our firm. Training for Fair Housing Compliance With regard to rental data, in order to comply with all Fair Housing legislation in dealing with all applicants and potential tenants' basic steps must be followed. All applicants for housing must have the following completed in order to be considered for any unit: (1) a completed and signed application form; (2) a signed general release of information authorization form; (3) a signed income verification(s) form; (4) a signed asset verification form. 31Page It is the policy of Pioneer Property Management, Inc. that all requests for application materials be promptly and courteously handled. In the event that the request is made of a site manager or caretaker at an apartment complex, it is required that even if a unit of the size needed by the applicant is not currently available that the applicant is given all needed application materials. Materials completed in application for an apartment are to be mailed or delivered to the address noted on the application form. In order that all staff are aware of the serious ramifications of failure to comply with Fair Housing Laws in the rental of all our properties, the following are guidelines which must be adhered to when dealing with every applicant for housing in complexes which we manage: (1) Housing in our complexes must be made available to all applicants eligible for this affordable and/or market rate housing. We may not refuse to rent to or to make available or deny a rental unit to any person because of race, color, religion, sex, national origin, handicap or familial status. (2) If a unit is available, you may not tell a potential tenant /applicant one is not available. Likewise, if no unit is available, you may not promise one to an applicant/potential applicant. Until we know a tenant is vacating or has vacated, we cannot promise that unit to anyone. (3) All information given to all prospective tenants must be offered regardless of race, sex, religion, color, national origin, handicap or familial status. The same courtesy in response and timeliness in response must be accorded to all applicants. (4) All applications from minorities will be processed according to the same procedures used for all prospective tenants. (5) We may not induce any person or rent a rental unit by representations regarding the entry or prospective entry into the project or neighborhood of persons of a particular color, race, sex, religion, national origin, handicap or familial status. (6) Applicants and tenants must be considered for every unit for which they are eligible. No one may be restricted to specific sections of the complex because of race, sex, color, religion, national origin, handicap or familial status. (7) We may not discriminate against any person in the rental terms, conditions of the rental of a dwelling unit or in the services of facilities because of race, sex, religion, color, national origin, handicap or familial status. (8) In elderly housing, all residents must be elderly, handicapped and/or disabled and/or age and income eligible to reside in the complex. In family housing, all tenants /co- tenants must be legally of age to sign a lease in the state where the complex is located. Family housing may include elderly, handicapped, disabled, families, single individuals, all of whom must meet income and eligibility guidelines to reside in the complex. (9) Affirmative Fair Housing Marketing is our policy. A Plan is developed for each and every complex. All Pioneer Property Management, Inc., employees must comply to ensure we follow this Plan. We must abide by the Affirmative Fair Housing Marketing Plan and federal and state fair housing laws. Failure to do so can result in legal action against us in the form of a civil rights violation. (10) Any employee who willfully discriminates against any prospective applicant or tenant in housing on the basis of race, color, sex, religion, handicap, or national origin or familial status will be faced with disciplinary action and/or dismissal. Any employee who fails to follow all required fair housing, waiting list and rental procedures will be faced with disciplinary action and/or dismissal. It is intended that there will be a site caretaker or manager for each complex. Site caretakers 41Page are responsible for showing apartments, providing site maintenance and caring for the inside and outside of the building. The site caretaker also issues keys to tenants and acts as liaison with the tenants so that any maintenance work needed beyond the caretaker's capability is arranged for and completed (i.e., plumber, electrician, drywall contractor, etc.). Cleaning of common areas is performed by the caretaker so that the complex is kept in a clean and orderly manner. Site managers actually manage individual properties, rentals, maintenance oversite, rent collections and required paperwork (after completing tax credit compliance training). Supervisory personnel of this firm will perform necessary inspections to ensure that all items are being properly performed by the on -site manager and to direct necessary maintenance items. Care- takers and managers are expected to have frequent phone contact with management personnel in between inspections. Resource information to better facilitate complex residents remaining in their apartments or to facilitate their being able to maintain independent living will be provided by the management firm to the tenants and posted in a prominent place at the complex. Management occupancy specialists work with current and incoming tenants to provide them with availability of services to better allow the tenant to maintain self - sufficiency. This includes providing information on such items as meals -on- wheels, home healthcare, and independent living services available in the community and area. Tenants are informed in their lease of the procedure of filing a grievance against the owner. In the event of an owner grievance against a tenant, a certified letter is sent out by Pioneer Property Management, Inc., stating the grievance, what action is necessary to correct it and what action will be taken if not corrected. Pioneer Property Management, Inc., strives to provide efficient, accurate and up -to -date management services to the properties under its management. Management and staff personnel are committed to this end. Properties Managed by Pioneer Property Management WISCONSIN FAMILY APTS. Belmont Family Housing, LP 10 Bloomer Housing, LP 28 Prairie Street Housing, LP (Boscobel) 12 Ashland County Housing II, LP (Butternut) 8 Camp Douglas Housing, LP 12 Fox Lake Enterprises, LP 18 Genoa Plaza, LP 47 Grant -Ko Enterprises, LP 40 Hurley Housing, LP 18 Juneau Enterprises, LP 18 Laona Housing, LP 12 Merrill Family Housing, LP 32 New Auburn/Cornell Housing, LP 20 Niagara Family Housing, LP 10 Oconto Falls Enterprises, LP 16 Peshtigo Enterprises, LP 16 Platteville Family Housing, LP 16 Prairie du Chien Enterprises, LP 32 Prairie du Chien Housing, LP 18 Randolph Family Housing, LP 12 Rhinelander Family Housing, LP 32 St. Croix Falls Family Housing, LP 12 Solon Springs Housing, LP 12 Spooner Family Housing, LP 20 Waupaca Housing, LP 24 Wonewoc Housing, LP 16 Total: 26 Properties 511 Units 51Page WISCONSIN ELDERLY APTS. Colby Housing, LP 12 Fifield Housing, LP 10 Hancock Housing, LP 12 House of Peace (Platteville) 24 Jackson Bay A Wisconsin LP 25 KAB Mosinee Properties I, LP (Assisted Living) 29 Badgerland Affordable Housing, LP 24 Platteville Enterprises, LP 24 KAB Racine Properties I, LP (Assisted Living) 14 KAB Racine Properties II, LP (Assisted Living) 72 KAB Racine Properties III, LP (Assisted Living) 24 Sturgeon Bay Housing, LP 16 Total: 12 Properties 286 Units ILLINOIS FAMILY APTS. East Bank Pointe, LP 50 Mansur Wood Living Center, LP 115 Elizabeth Housing, LP 12 Yellow Creek Glen Family Housing, LP 27 Crowne Hill Estates, LP (Rock Falls) 42 Voss Brothers Lofts, LP (Rock Island) 35 Rock Falls Family, LP 15 Finlay Interest 3, LP (Roosevelt School -- Decatur) 75 Partnership 18, LP (Centreville Courts Apartments -Rock Island) 101 Sterling Family Housing, LP (Sterling Townhomes- Sterling) 22 Jackson Square Lofts, LP (Rock Island) 30 Brown Shoe Litchfield, LP (Brown Shoe Factory Lofts- Litchfield) 47 LeRoy Properties Land Trust #1997 35 RHDC -1, LP (Hershey Manor - Rockford) 37 RHDC -2, LP (Kemper Manor- Rockford) 40 Total: 15 Properties 683 Units ELDERLY APTS. Ashton Housing, LP 24 Thomas Place, LP (Glenview) 144 Heartland Towers, LP (Silvis) 99 Keithsburg Housing, LP 12 Lacon Housing, LP 18 TPA Fox Lake Enterprises, LP 100 LaMoille Housing, LP 12 Milledgeville Properties LP 12 Heartland Park Elderly Living Center, LP (Moline) 100 Morrison Elderly, LP (Morrison) 28 Rock Falls Elderly Living Center 72 Cotton Mill Estates, LP (Rock Island) 31 Hometown Harbor East Moline, LP 84 TPA Gurnee, LP 101 Timberline Terrace, LP (Quincy) 56 Total: 15 Properties 893 Units INDIANA FAMILY APTS. Indiana Daffy, LLC (Ft. Wayne) 38 Total: 1 Property 38 Units IOWA FAMILY APTS. Westport Terrace Apartments, LP (Keokuk) 72 JNB Waukee Family, LP (Waukee Family Townhomes) 90 Dovetail Family Hsg, LP (Grimes) 50 Total: 3 Properties 212 Units 61Page IOWA- CONTINUED FAMILY ELDERLY WISCONSIN ELDERLY APTS. ILLINOIS 15 Properties, 683 Units Davenport Housing, LP (St. Katherine's) 38 Davenport Housing II, LP (Lawlor & Rohhnan) 50 Marycrest Housing, LLC (Petersen Commons) 51 Davenport Housing N, LP (Walsh Hall) 31 Marycrest MR, LLC (Upham West Mansion) 28 Davenport V GP, LLC (Meadow Crest II) 48 Meadow Crest GP, LLC (Meadow Crest Gardens) 36 Davenport Housing. VII, LP (Henderson -Kone Library) 20 Maquoketa Housing, LP (Hurst Cottage Apts.) 18 Maquoketa Housing. II, LP (Hurst Hotel) 22 Muscatine Housing, LP (Cottage Grove Apts.) 48 Welch Hotel, LP (Muscatine) 20 JNB Hometown Harbor - Waukee, LP 116 RCA North Liberty Living Center, LP 80 JNB Hometown Harbor- Bettendorf, LP 116 Total: 15 Properties 722 Units MISSOURI FAMILY APTS. Falcon's Way Townhomes, LP (Hidden Terrace Townhomes -St. Charles) 40 Total: 1 Pro pert}, 40 Units ELDERLY APTS. Green Gables II Senior Living, LP (Wentzville) 48 Total: 1 Property 48 Units ARKANSAS ELDERLY APTS. Home Harbor Hot Springs, LP 64 Total: 1 Property 64 Units MISSISSIPPI FAMILY HOMES DD DEL THORTON HH L, LP 118 GG CROWN HILL 1, LP 118 GG CROWN HILL II, LP 99 Total: 3 Properties 1335H GRAND TOTALS PROPERTY FAMILY ELDERLY WISCONSIN 26 Properties, 511 Units 12 Properties, 286 Units ILLINOIS 15 Properties, 683 Units 15 Properties, 893 Units INDIANA 1 Property, 38 Units IOWA 3 Properties, 212 Units 15 Properties, 722 Units ARKANSAS 1 Property, 64 Units MISSOURI 1 Property, 40 Units 1 Property, 48 Units MISSISSIPPI 3 Properties, 335 Homes GRAND TOTAL 93 Properties 3,832 Units /Homes SECTION 4 1: xaa�x5 uame e� � N U � Q J 3 i O a O O _ o U Z1 �ili d 2- OY U Y i O_Y p_p y wi c� h 2 aH 2 N O O a d R n b 2 1.a o m O U O N W 1 r � y en en y 2- N_ Y i LSaO � 111 U i O d .0 U Y N U � O G W U ui 6' W 4z aZ � N U � a� od a O � - o v!l l � i Y Falz Z1 �I� 5 ^ x y 4 L d O o � o d 9-9-60 0�0 E o ICI• SRI d -o ago N T lD 10 a J 3 i O d a FL _ O U 0 0 O F �- U U O O O O O O U L O d d L m m � N � N d O O � Eta M FY a(�Jm_ d aQHOV S> J 11111111 4z FL _1 E �1 o _ EEa HOV dS> J 11111111 4z �¢ _1 E �1 .4 a m C'1 0 -mow 0 U 6 N N N N K l y 0 m U m 6 � N Y d N N f O1 3 ¢ o m m a � N U � Q J 3 i O a O O _ o U ©w FEN �u .z r pl-;! a � - III III! III iii 1 tlli 111 <' ■ 1 - '.0 s F ■E ME MM 111 -- FeLli �c Z Q � N j1 tr 3 J ill[ O O — e U FeLli �c Z Q 1 ll 1 1 Vr 4- �1 , NS i d � N U � �i O d a O � s U ILI= �a �i �Ir � N U � Q J 3 i O a O O _ o U FEN Z1 �I� � N U � Q J 3 i O a O O _ o U FEN Z r � N U � Q J 3 i O a O O _ o U FEN Z1 �I� rl sci A =I !,Iii :I - I IT mi-ft 1 --- I 1;j i Sim \� \ /� .�� ■ 11 � N U � Q J 3 i O a O O _ o U L L FEN Z1 �I� SECTION 5 Fader awwpwwmmmmo- Bank September 26, 2012 Mr. Jim Bergman 20 Sandstone Court LeClaire, IA 52753 RE: Firm Commitment to Provide Construction Financing College /Gilbert St Mixed Use Development, 60 UNITS (NEW CONSTRUCTION) located in (Iowa City, IA) This is a firm commitment for construction financing of the captioned development. Valley Bank, Eldridge, Iowa is pleased to commit to the following construction financing on the captioned proposed multifamily project based on the following terms: CONSTRUCTION FINANCING FIRM COMMITMENT: BORROWER: Jim Bergman GUARANTORS: Jim Bergman LOAN AMOUNT: $16,500,000 or 80% of appraised value, whichever is less (value to include valuation for the tax credits valued at the time of the loan closing). DISBURSEMENT: Funded in monthly construction draws PURPOSE: Construction Financing for 60 UNITS (NEW CONSTRUCTION) located in Iowa City, IA. LOAN TERM: 24 Months INTEREST RATE: Wall Street Journal Prime variable plus .50% adjusted daily REPAYMENT: Monthly Interest Only Payments SECURITY: First Real Estate Mortgage, Security Agreement, UCC FEE: One percent (I%) of loan amount Page -1- m_ en,i3Or wwwhankatvailey<com ToJi freer (666)4152-5625 f2t ��' Ankeny • Bettendort • 8urlington • Clinton • Davenport • Donahue • Eldridge, Molinei • Peru • West Des Moines C FEE: One percent (1 %) of loan amount BORROWING AUTHORIZATION: LOAN DOCUMENTS: OTHER TERMS and CONDPIIONS: The Borrower is to furnish satisfactory evidence that the Borrower is duly organized, in existence, and is in good standing and all documents required to meet the terms of this commitment have been duly authorized and submitted to the Bank. The Borrower(s) shall not be the subject of any Bankruptcy, reorganization, or insolvency procedures, nor shall there be any material change in their financial status at the time the loan is made and there are no suits, actions or procedures pending or to their knowledge threatened against them or any of their properties in any Court of any Federal, state, Municipal or other governmental agency. All loan documents will be of a form and substance satisfactory to Bank with such provisions, as Bank customarily requires protecting its interest. The loan documents may include but not be limited to: 1. A note evidencing the amount of the loan and terms of repayment. 2. Security Agreement 3. Real Estate Mortgage Appraisal - An appraisal will be required, at Borrower's expense, prior to closing. The appraisal will be performed by a certified, Bank approved appraiser. Fees — All credit report fees, attorney fees, EPA inspection fees, and recording fees will be the Borrower's responsibility. Title Opinion - A title insurance policy from a title company acceptable to the Bank, based on an abstract of title brought up to date to within twenty (20) days of closing will be provided to the Bank at least forty -eight (48) hours prior to the closing. Page -2- Environmental Audit - A Phase I Environmental will be required, at the Borrower's expense, showing the property to be free of any environmental contamination. The Phase I Audit must be performed by a firm on the Bank's approved list. Insurance - Liability and other appropriate insurance shall be maintained during the note term in amounts, terms and with companies acceptable to Bank. This fum commitment is intended to provide a basis for concluding the transaction described herein and is not necessarily inclusive of every term or condition to be met; the loan documents will detail the entire transactional terms. This firm commitment shall remain in effect until October 1, 2014. In the event that all of the conditions precedent to the opening of the loan hereunder, including, but not limited to, those specified herein shall not have been performed on or before October 1, 2014, the Bank may, at its option, at any time thereafter terminate this firm commitment and all obligations hereunder. In the event of such termination you shall nevertheless pay our loan fees, attorney fees, appraisal fees, environmental audit fees and other related fees and expenses to the extent theretofore incurred by the Bank. The terms of this firm commitment may not be waived nor modified unless such waiver or modification is expressly state and specifically agreed to by the parties in writing, and shall be enforceable by the Bank and its successors and assigns. Sincerely, ys;Bunn K J Executive Vice President The foregoing proposal is hereby accepted this day- of {� , 2012. C Page -3- Freedom 0%%k,_J BANK September 26, 2012 Mr. Jim Bergman 20 Sandstone Court LeClaire, TA 52753 RE: Firm Commitment to Provide Permanent Financing College /Gilbert St Mixed Use Development, 60 UNITS (NEW CONSTRUCTION) located in (Iowa City, IA) This is a firm commitment for permanent financing of the captioned development. Freedom Bank, Sterling, Illinois is pleased to commit to the following permanent financing on the captioned proposed multifamily project based on the following terms: PERMANENT FINANCING FIRM COMMITMENT: ICS "t GUARANTORS: Jim Bergman Non - Recourse LOAN AMOUNT: $7,500,000 or 60% of appraised value, whichever is less (value to include valuation for the tax credits valued at the time of the loan closing). DISBURSEMENT: Funded on when project is 90% occupied for 90 consecutive days and project is cash flowing at a 1.15 debt coverage ratio. PURPOSE: Permanent Financing for a new 60 -unit apartment complex in Iowa City, IA. LOAN TERM: 35 years AMORTIZATION: 35 years INTEREST RATE: 3.6% REPAYMENT: Monthly Principal and Interest Payment SECURITY: First Real Estate Mortgage, Security Agreement, UCC FEE: One percent (I%) of loan amount member www.6ankatfreedom.com f LENDER BORROWING AUTHORIZATION: LOAN DOCUMENTS: OTHER TERMS and CONDITIONS: The Borrower is to furnish satisfactory evidence that the Borrower is duly organized, in existence, and is in good standing and all documents required to meet the terms of this commitment have been duly authorized and submitted to the Bank. The Borrower(s) shall not be the subject of any Bankruptcy, reorganization, or insolvency procedures, nor shall there be any material change in their financial status at the time the loan is made and there are no suits, actions or procedures pending or to their knowledge threatened against them or any of their properties in any Court of any Federal, state, Municipal or other governmental agency. All loan documents will be of a form and substance satisfactory to Bank with such provisions, as Bank customarily requires protecting its interest. The loan documents may include but not be limited to: 1. A note evidencing the amount of the loan and terms of repayment. 2. Security Agreement 3. Real Estate Mortgage Appraisal - An appraisal will be required, at Borrower's expense, prior to closing. The appraisal will be performed by a certified, Bank approved appraiser. Fees — All credit report fees, attorney fees, EPA inspection fees, and recording fees will be the Borrower's responsibility. Title Opinion - A title insurance policy from a title company acceptable to the Bank, based on an abstract of title brought up to date to within twenty (20) days of closing will be provided to the Bank at least forty-eight (48) hours prior to the closing. Environmental Audit - A Phase I Environmental will be required, at the Borrower's expense, showing the property to be free of any environmental contamination. The Phase 1 Audit must be performed by a firm on the Bank's approved list. Page -2- Insurance - Liability and other appropriate insurance shall be maintained during the note term in amounts, terms and with companies acceptable to Bank. This firm commitment is intended to provide a basis for concluding the transaction described herein and is not necessarily inclusive of every term or condition to be met; the loan documents will detail the entire transactional terms. This fu7n commitment shall remain in effect until October I, 2014. In the event that all of the conditions precedent to the opening of the loan hereunder, including, but not limited to, those specified herein shall not have been performed on or before October 1, 2014, the Bank may, at its option, at any time thereafter terminate this firm commitment and all obligations hereunder. In the event of such termination you shall nevertheless pay our loan fees, attorney fees, appraisal fees, environmental audit fees and other related fees and expenses to the extent theretofore incurred by the Bank. The terms of this firm commitment may not be waived nor modified unless such waiver or modification is expressly stale and specifically agreed to by the parties in writing, and shall be enforceable by the Bank and its successors and assigns. Sincerely FREE MB�K 7 Kent Kennedy Senior Vice Presi ent The foregoing proposal is hereby accepted this _, day of 2012. 0 Jim Bergman Page -3- Insurance - Liability and other appropriate insurance shall be maintai ied during the note term in amounts, terms and with companies acceptable to Bank. This firm commitment is intended to provide a basis for concluding the transaction described herein and is not necessarily inclusive of every tern or condition to be met; the loan documents will detail the entire transactional terms. This firm commitment shall remain in effect until October 1, 2014. In the event that all of the conditions precedent to the opening of the loan hereunder, including, but not limited to, those specified herein shall not have been performed on or before October 1, 2014, the Bank may, at its option, at any time thereafter terminate this firm commitment and all obligations hereunder. In the event of such termination you shall nevertheless pay our loan fees, attorney fees, appraisal fees, environmental audit fees and other related fees and expenses to the extent theretofore incurred by the Bank. The terms of this firm commitment may not be waived nor modified unless such waiver or modification is expressly state and specifically agreed to by the parties in writing, and shall be enforceable by the Bank and its successors and assigns. Sincerely, FREEDOM BANK Kent Kennedy Senior Vice President The foregoing proposal is hereby accepted this D� day of 2012. Page -3- (64hm,' Credit Capital Tax Credits-Real Estate Investments -Financing September 25, 2012 Jeff Davidson, Director Planning & Community Development City of Iowa City, Iowa 410 East Washington Street Iowa City, IA 52240 501 Santa Monica Blvd., Suite 702 Santa Monica, CA 90401 Main: (310) 393 -1514 Fax: (310) 393 -1504 www.creditcapitaMe.com RE: DEVELOPER RECOMMENDATION CITY OF IOWA CITY /COLLEGE & GILBERT STREETS NORTHEAST CORNER PROJECT Dear Mr. Davidson: Our firm is a national syndicator of multifamily communities throughout the United States with a portfolio of nearly $1 billion in tax advantaged rental communities. Mr. Bergman has been a client since 1999 and his developments by financial size rank in out top ten client concentrations. His communities are inspected annually by our asset managers for physical condition as well as financial performance. They are routinely rated as "excellent" in appearance and maintenance and "superior" in terms of financial metrics. We understand that Mr. Bergman together with the Ryau Companies US, Inc. ("Ryan"), another valued client of our firm, is considering investing in Iowa City by developing a residential community over a ground floor retail (grocery) outlet. The construction is expected to be financed in part by the federal New Markets Tax Credit, an investment tax credit that our firm syndicates (in addition to other types of tax credits including affordable housing, historic preservation, and renewable energy). As a team we have the track record and financial capacity to successfully execute on this development plan. We recognize that letters of recommendation sometimes came from authors whose bona fides have not been established. In this case, we invite you to visit North Liberty Senior Living, 80 independent living senior units at 410 Ashley Court in North Liberty. IA. Constructed in the midst of the recession with $15 million in equity raised by our firm, this $19.3 million dollar residential development, this project illustrates the development standard that we seek for our institutional investor clients from developers like Mr. Bergman and the Ryan Companies. If you should have any questions regarding this unqualified recommendation, I am available at your convenience at 310- 460 -4205. Sincerely, 7 o D. Jokanovic aging Member SECTION 6 CEDAR RAPIDS City of Five Seasons September 27, 2012 Mr. Jeff Davidson Planning and Community Development City of Iowa City 410 East Washington Street Iowa City, IA 52240 Dear Mr. Davidson: I have been asked to provide a reference for Ryan Companies. This relates to their pursuit of a project being developed at the corner of College and Gilbert Streets in Iowa City. I have had the privilege of seeing Ryan perform in two communities. As City Manager of West Des Moines, Iowa I witnessed Ryan's work on several projects in the greater Des Moines area. They count Principal, Pioneer and Deere Corporation as key clients in that market. These three corporations are all extremely competent purchasers of services. I know they have been pleased with Ryan's work based both on the finished projects and the fact that Ryan has been invited back for other work. While I am relatively new to Cedar Rapids, I am well aware of the impact Ryan has had in the community. They have been an integral part of our downtown redevelopment and most recently a partner with the City on several flood control projects. In addition, one of the most significant projects in the City's history, the new Federal Courthouse, is being completed by Ryan. While I lack intimate knowledge of your project, I can verify that Ryan Companies, US is a competent and respected mixed use developer. You can feel comfortable in giving them serious cons jejeration on this project. Jdffrey A. Poll City Manager Office of the City Manager City Hall • 101 First Street SE . Cedar Rapids, Iowa 52401 • (319) 206 -5000 • FAX (319) 206 -5144 a1 t of vi-)'V v fir. tiAblitii�eci September 24, 2012 66 Thillen Drive Mr. Jeff Davidson Fox Lake, Illinois 60020 Planning & Community Development Phone: 847- 587 -2151 City of Iowa City, Iowa Fax: 847 - 587 -2237 410 East Washington Street Iowa City, Iowa 52240 www.tnxldlee.n(g Re: College Street/Gilbert Street Northwest Corner Site Proposal Mayor Edward Bender Dear Mr. Davidson Village Clerk I am writing to you as a reference for the development team of Jim Bergman and Ryan Kimberly Mate Companies. As Mayor of the Village of Fox Lake, I am pleased to recommend this team Trustees for a mixed -use development in your city. Keuin Burt Valerie Griseta Ryan Companies and Mr. Bergman have completed a $23.5 million, 100 -unit apartment Nancy E. Koske building in our community that is dedicated to seniors who have limited financial Jon Mumford resources. The property is 100% rented with a 2 year waiting list, and so have Greg Murrey demonstrated their ability to understand special local market demand and provide a Donny Schmit product that is very appealing. The design and construction quality have turned out as they promised: full of attention to details, durable materials, stylish exterior architecture and timeless interior design and finishes. Maybe more impressive, was that this team was able to attract financing for this project during the depths of a recession. They used thew experience and relationship with the Illinois Housing Development Authority to obtain Section 42 tax credits, and then leveraged their strong balance sheets to secure construction and permanent financing. At a time when every community government is straining to maintain fiscal stability, the Ryan - Bergman team came through for our Village with a project that contributed to our revenues, as well as most needed housing type that contributes to the stability of our most vulnerable population. Please feel free to contact me if you would like to discuss our experience with Ryan Companies and Jim Bergman. You can reach me at 847 -587 -3943. Sincerely, 2 d r, Mayor Village of Fox Lake Kristina M. Kovarik, Mayor September 24, 2012 � The 1pmof i - 325 North O'Plaine Road, Gurnee, Illinois 60031 -2636 Adnunistration 847 -599 -7500 VIII Building & Engineering 847 -599 -7550 Fax 847- 623 -9475 Mr. Jeff Davidson Planning & Community Development City of Iowa City, Iowa 410 East Washington Street Iowa City, Iowa 52240 RE: College Street /Gilbert Street Northwest Corner Site Proposal Dear Mr. Davidson: www.gumee.il.us I am pleased to serve as a reference for the development team of Jim Bergman and Ryan Companies. As Mayor of The Village of Gurnee, I can attest to the design and development capabilities of these two entities because we could not be more impressed with their performance in our Village. Ryan Companies and Mr. Bergman have recently completed a $24 million, 100 -unit apartment building in our community that is dedicated to seniors who have limited financial resources, The property was just opened in April and is already 90% leased. They delivered on their promises of collaboration with our staff, high -end design, and top - quality construction. Further, they proposed a residential community that limits the rents to "affordable levels" without sacrificing on quality, and that is exactly what they delivered. Executing on a development of this scale during these economic times is very difficult, Even though we researched their financial capacity and found It to be strong, the capital markets were not friendly during the inception of this project. They demonstrated their financial expertise when they secured low- income tax credits and favorable financing from Citibank, and delivered the entire project earlier than we all expected. Please feel free to contact me if you would like to discuss our experience with Ryan Companies and Jim Bergman. You can reach me at 847 -599 -7510. Sincer ly, cl_� ytiKrina M. Kovarik r of Gurnee BankofAmerica��I Merrill Lynch September 27, 2012 Jeff Davidson, Director Planning & Community Development City of Iowa City, Iowa 410 East Washington Street Iowa City, IA 52240 Re: Letter of Recommendation City of Iowa City, Iowa — College & Gilbert Streets, Northeast Corner, Project Dear Mr. Davidson: It is my pleasure to provide this letter of support for James Bergman proposal to redevelop the College & Gilbert Streets Project site, in Iowa City, Iowa. Bank of America, N.A. recently worked with Mr. Bergman on two low income housing transactions located in the greater Chicago metropolitan area. On both transactions Bank of America funded the construction loans and participated in the projects as an equity investor by purchasing low income housing tax credits. In the aggregate, Bank of America has provided approximately $39,000,000 of debt or equity investment to Mr. Bergman. Both projects closed in 2012 and are currently under construction. Construction is progressing as planned. The projects are an important affordable housing contribution to the local community and Bank of America is proud to be a participant in the development efforts led by Mr. Bergman. I highly recommend your consideration of Mr. Bergman proposal to successfully construct this important housing and redevelopment in Iowa City. Please do not hesitate to contact me if you have any questions. Sincerely, Bank of America, N.A. Kristine L. Jurmu Senior Vice President - eir(er�t,�lY��tyar�e, .) u. September 26, 2012 Mr. Jeff Davidson Planning & Commission Development City of Iowa City, Iowa 410 East Washington Street Iowa City, IA 52240 Re: College Street /Gilbert Street Northwest Corner Site Proposal Dear Mr. Davidson: I am happy to be a reference for Jim Bergman and am pleased to recommend his team for a mixed -use development in Iowa City. Based on experience, financial strength and his ability to obtain tax credits, Mr. Bergman has the ability to secure construction and permanent financing and make this project a reality. Centennial Mortgage, Inc., for one, would love to be involved in the financing. Centennial Mortgage, Inc. is a national FHA Multifamily Lender with a servicing portfolio exceeding $1 billion. In 2011, we were the 10th largest FHA Lender in the country and provide both construction and permanent financing to the multifamily industry. In the last 24 months, Centennial Mortgage, Inc. has financed four (4) multifamily tax credit projects for Mr. Bergman, including a 90 unit project in Waukee, Iowa. These projects serve seniors and families who have limited financial resources and all four are completely leased and stabilized. I have personally toured Mr. Bergman's projects and spoken with management and residents. I have been financing multifamily projects for over 20 years and have seen a lot of both Section 42 and market rate projects. I can honestly say that Mr. Bergman's projects offer world class design, materials and finishes that would be an amenity to your beautiful city. Please feel free to contact me if you would like to discuss our experience with Jim Bergman in more detail. Best regards, �,J)D Matthew Kane President 218 W Washington Street, Suite 900 - South Bend, IN 46601 - (574) 233 -6773 - Far (574) 233 -6855 Citi Community Capital C Iti September 26, 2012 Jeff Davidson, Director Planning & Community Development City of Iowa City, Iowa 410 East Washington Street Iowa City, IA 52240 Re: Letter of Recommendation City of Iowa City, Iowa — College & Gilbert Streets Project, Northeast Corner Dear Mr. Davidson: It is my pleasure to provide this letter of support for James Bergman and the Ryan Companies US, Inc. ( "Ryan Companies ") proposal to redevelop the College & Gilbert Streets project site, in Iowa City, Iowa. Citibank, N.A. (CITI) recently worked with Mr. Bergman and Ryan Companies on three senior housing transactions located in the greater Chicago metropolitan area. On all three transactions CITI funded the construction and permanent loans. On two of the transactions, CITI also participated in the deals as an equity investor by purchasing low income housing tax credits (LIHTCs). In the aggregate, CITI has provided roughly $85,000,000 of debt and equity investment to Mr. Bergman and Ryan Companies since 2009. Construction and lease -up has been completed on two of the facilities funded by CITI. Both properties have been a tremendous success and enjoyed significant demand from seniors seeking affordable independent living. The third transaction is under construction and will be completed ahead of initial projections. Mr. Bergman and Ryan Companies have a proven track - record of developing vibrant senior living communities and successfully working with public and private parties to bring multifaceted development projects from design to occupancy. Mr. Bergman and Ryan Companies have expertise in project planning, permitting, development, financing, construction, marketing and management. Citi Community Capital 1801 California St., Suite 3700, Denver, CO 80202 (303) 308 -7401 I highly recommend your consideration of Mr. Bergman and the Ryan Companies' proposal to successfully construct this important housing and redevelopment in lows City. Please do not hesitate to contact me with more detailed questions. Sincerely, Citibank �c --� f Mark Risch Vice President C}H Communtty Capital 1861 Calftmia St, SWts 3700, Denver, 00 66292 (303) 306 -7401 SECTION 7 Letter of lament for Mixed Use Project This Letter of Intent pertaining to a mixed use development Project is entered into on Seotember 27 2012 by and between dames Bergman ("Developer") and New Pioneer's Cooperative Society ("New Pioneer "). Recitals A. New Pioneer is a cooperative association formed under the laws of the state of Iowa presently operating grocery stores in Iowa City and Coralville, Iowa. New Pioneer is interested in expanding and relocating its Iowa City retail business operations to an alternate facility that better serves New Pioneer, its members and the comtatmity. New Pioneer is aware of the City of Iowa City's interest in seeking requests for proposals for a project to be built at the northeast quadrant of the intersection of College and Gilbert Streets in downtown Iowa City ( "Site's. Subject to the requisite approvals of its membership and Board of Directors, New Pioneer is interested in pursuing the Site as a possible location for its relocated business activities. B. Developer is a developer of real estate projects and has indicated an interest in developing a multi -use commercial/residential project on the Site (the "Project"). Once the City of Iowa City ("City") completes and publishes its Request for Proposals f RFF% Developer is contemplating submitting a proposal for the acquisition of the Site for development of the Project. C. New Pioneer is interested in being a part of the Developer's Project, and the Developer desires having New Pioneer be an occupant of the Project, believing New Pioneer's participation enhances the feasibility of the Project. D. The parties wish to enter into a non - binding letter of intent to express the basic parameters for their continuing discussions and negotiations for New Pioneer to be included as a proposed occupant of the Project in connection with the Developer's proposal to be submitted to the City, and ultimately for the parties to enter into a contract for New Pioneer's acquisition, construction, fixturing, occupation, use and operation of a portion of the Developer's Project Expression of Intentions 1. Participants. Developer intends to submit a timely Project proposal to the City in response to the City's anticipated RFP. Developer further intends on being the principal developer and owner of the Project, most likely through one or more development entities that Developer may form. The parties recognize that a Project of this size may require additional investors and financing through one or more sources. Additionally, the parties recognize that this Project will require the involvement of multiple professional consultants and participants such as architects, engineers and other design consultants; accountants and lawyers; financial institutions; a contractor; and various potential investors. Developer agrees to keep New Pioneer advised of the key participants to be involved in the design, construction and financing of the Project, as well as principal investors therein. 2. The Project. As presently conceptualized, the Project will involve one level of underground parking; retail (New Pioneer) on the first floor level; and three to six floors of residential. It is anticipated that the building will be appropriately separated into condominiums to allow the entire first floor, including mezzanine if required, to he a separate unit to be acquired by New Pioneer, with other spaces in the building to be condominiumized as the Developer may deem appropriate for either sale or leasing. The Project will be built on three parcels now owned by the City as well as an additional parcel presently owned by MidAmerican Energy Company. The land is described as follows: Lots We and Six, Block 43, of the Original Town of Iowa City, Iowa. The property, excludes the alleyway along its north boundary, and the property is immediately adjacent to a City parking facility along its east property line. 3. Project Contingencies. The parties acknowledge that the following are among various matters that constitute contingencies that must be satisfied for the Project to proceed: a. The Developer submitting a proposal that is accepted by the City, such proposal to likely contain elements for the City's financial support, such as reduced land cost, TIF financing and /or other City participation. b. Acquisition of the City's portion of the site under terms and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. c. Acquisition of MidAraerican's portion of the site under terms and conditions (price and any covenants and /or restrictions) acceptable to Developer and New Pioneer. d. Rezoning of the parcel as may be required for the anticipated uses (grocery/retail; office; and multi- family residential) within the Project. e. City site plan and building permit approval of the Project under terms and conditions acceptable to the Developer and New Pioneer. In addition to the foregoing general threshold contingencies, the Developer will also have usual and customary Project feasibility considerations before its final decision to proceed with the Project, including requirements and conditions that may be imposed by the Project's investors and lenders. As such, the Project will be conditioned upon feasibility based on Project costs as well as final financing arrangements, all to be acceptable to Developer. 4. Purchase Agreement. The Developer and New Pioneer anticipate continuing their discussions and negotiations in working towards a mutually acceptable purchase agreement and related documents ("Purchase Agreement") containing final terms and conditions for New Pioneer's purchase of a condominium unit on the ground floor of the Project, built out to a level of finish defined in the Purchase Agreement. The Purchase Agreement will provide substantially more details tbnn presently contained in this Letter of Intent with regard to time frame, costs and contract contingencies. This Letter of Intent expresses the parties' current intentions in general terms for the purpose of providing a base for continuing discussions, negotiations, refinement of Project details, and each party's more specific requirements. Prior to entering into the Purchase Agreement it is anticipated that Developer will have waived most if not all general and financial feasibility contingencies for proceeding with the Project, and shall also be able to demonstrate such financial capacity as will be necessary to fully perform the Project, whether through performance bonds, bank letters of credit or through other means satisfactory to New Pioneer. S. New Pioneer's Conditions and Contingencies. In order for New Pioneer to proceed with any commitment to participate in the Project, it will have certain requirements including, but not necessarily limited to, those in the following categories. Only preliminary specifications of these conditions and contingencies are set forth below, which are expected to be refined and modified as the parties get closer to implementing a Purchase Agreement: A. A Xovals. New Pioneer's proceeding with this Project requires membership and Board approvals. New Pioneer has obtained membership approval for entering into a purchase agreement. Additional Board approval will need to be obtained at various phases of the Project including, but not limited to, approval of the Purchase Agreement and satisfaction and/or waiver of contingencies that may be reserved in the Purchase Agreement. B. Plans and Specifications. Final plans and specifications for the configuration, construction and shell build -out of New Pioneer's space within the Project will need to be incorporated into the Purchase Agreement likely as an exhibit describing the intended condition of the property at the time of closing and transfer of possession, Developer, through its contractors, will construct the building and fit out the New Pioneer space to "Shell" condition according to such plans and specifications as may be modified from time to time by agreement of the parties and/or through a change order process. Subject to final plans and specifications, the currently anticipated general features of the build -out of New Pioneer's space within the Project to "Shell" condition, are as follows: Shell Description It is expected that the New Pioneer condominium writ will be 100% complete on the exterior ofthe building less signage, and that the interior of the shell includes the following: 18 foot clear height to the underside of the structure Concrete Floor that is hard steel troweled Exposed concrete columns, beams, and ceiling structure - unpainted Provisions under -floor including rough -ins for refrigeration Provisions for sanitary connections The interior side of the exterior walls will include insulation and vapor barrier only, ready for sheetrock Rough -in provisions for a kitchen hood Electrical service capacity for 1,200 AMPS Mechanical, Plumbing, Electrical, and Fire Protection Systems and IT infrastructure will be installed by New Pioneer in such a way that they are independently metered systems The entire build -out of the New Pioneer space in the Project from "Shell" to finished condition will be completed by New Pioneer and/or its contractors. C. Condominium Purchase Price, The final purchase price for the New Pioneer condominium unit shall be subject to New Pioneer's and Developer's agreement. It is anticipated that the purchase price will be determined based on the "Developer's Cost' for the New Pioneer condominium unit built -out to "Shell" condition. The specific mechanism and/or formula for determining the Developer's Cost will be subject to the agreement of Developer and New Pioneer and specified in the Purchase Agreement. The Developer's Cost will be based on design/build pricing and bidding, including a contractor's percentage acceptable to Developer and New Pioneer, The possibility of a Developer's profit or fee is to be negotiated, with any such amounts that might be included in the Developer's Cost to be subject to New Pioneer's approval. The method of determining and verifying labor and material costs, and allocating those to New Pioneer's condominium unit, will also be subject to New Pioneer's approval. New Pioneer anticipates that Developer will allocate to the purchase price an equitable portion of the Developer's Project costs for land acquisition, construction financing, construction period insurance, construction period property tax, design, and construction, plus the Developer's design and construction costs and fees of building out the New Pioneer condominium unit "Shell" to the approved plans and specifications, but exclude from the purchase price any marketing expense and sales commissions, and also exclude any Developer's profit or fees except those subject to approval from New Pioneer. It is anticipated New Pioneer's purchase price will include an equitable portion of the costs of the common elements of the building that benefit or serve the New Pioneer unit, but will exclude any costs for common elements that provide no benefit or are not used by the New Pioneer unit. All such costs shall be established in a manner that is acceptable to New Pioneer, shall be within a maximum cost that will be specified in the Purchase Agreement, and will be subject to reasonable verification by New Pioneer (or its agent Loeffler Construction & Consulting). Payment by New Pioneer for its completed condominium "Shell" unit shall be at the time of closing and transfer of possession, with eamest money to be negotiated and specified in the Purchase Agreement, New Pioneer and Developer each acknowledge that it is difficult to accurately estimate the total Project cost and the cost of the New Pioneer space completed to "Shell" condition at the time of responding to the City's RFP. Nevertheless, given information available as of the date of the execution of this Letter of Intent, New Pioneer and Developer acknowledge that $1217 per square foot of useable space is a good faith estimate of the "hard construction cost" for the "Shell ", with the actual "Developer's Cost" to be subsequently specified in the Purchase Agreement or otherwise by written agreement of New Pioneer and Developer. The "hard construction cost" excludes "soft costs ", such as land costs and architect fees. These additional costs, when known with accuracy, shall be equitably allocated between New Pioneer and the Developer, in a manner that is subsequently agreed to in writing by both parties. D. Financing_ Contingency. New Pioneer's purchase is subject to receiving a commitment for financing its condominium unit upon such terms and conditions as may be acceptable to New Pioneer in its sole determination. This finarcing contingency will either be waived before entering into the Purchase Agreement or reserved in the Purchase Agreement with a requirement for satisfaction or waiver before Developer commences New Pioneer's specific "Shell" build -out. E. Public Support. To the extent that the Developer is able to obtain TIF financing and/or other benefits through the City as an incentive to proceed with the Project, New Pioneer anticipates receiving an equitable allocation of such benefit to reduce the costs of the New Pioneer portion of the Project, because the city is very interested in the development having a occupant such as New Pioneer in the project F. DesigLa and Construction. The general design and configuration of the Project will need to be compatible with New Pioneer's intended use of the first floor, and otherwise acceptable by New Pioneer in its determination. Such consideration will include, but not necessarily be limited to, the following: i. Locations of entrances and exits ii. Arrangements for deliveries, loading zones and trash storage iii. Specified utilities, electrical service, gas service, mechanical and plumbing iv. Exterior and interior design and materials V. HVAC systems with separate operation from remainder of building vi. Underfloor Refrigeration Rough -in vii. Electrical Service separate from remainder of building viii. Separate gas, water, electricity and other meters ix. LEED design and implementation X. Elevator service for both first floor and mezzanine xi. Trash, composting and recycling facilities xii. Parking immediately adjacent to the grocery entrance; 100 stalls G. Project Personnel. Key personnel on the Project will need to be acceptable to New Pioneer, including the architect, engineer, Project manager,. general contractor, key subcontractors and possibly others. H. Parking. New Pioneer's going forward will be contingent upon an agreement with the City, satisfactory to New Pioneer in its sole determination, with regard to pedestrian access from the adjacent parking ramp as well as for 100 parking spaces to be made exclusively available for New Pioneer's use within the adjacent parking ramp. New Pioneer will be responsible for negotiating such arrangements with the City, with the intent to have such matters resolved, if possible, before entering into the Purchase Agreement, but otherwise a condition of the Purchase Agreement. I. Condominium Matters. New Pioneer's proceeding will be conditioned upon Developer providing a condominium declaration that is acceptable to New Pioneer in al] respects. New Pioneer anticipates that the condominium declaration will carefully define all units and all general and limited common elements, specifically setting forth those limited common elements that are for the exclusive use of New Pioneer's unit; the exclusive use of New Pioneer's unit and some, but not all, of the other units; and the exclusive use of some of the other units but excluding New Pioneer's unit. Additionally, the declaration will need to appropriately allocate common element maintenance, repair and replacement expenses, as well as building operational expenses, so that New Pioneer pays assessments only for those common elements and those operational expenses that relate to those aspects of the building that serve or benefit New Pioneer's unit, and that New Pioneer is not paying for the expenses associated exclusively with one or more other units in the building. The process for assessments, building reserves, building management, owners association, voting, insurance and other condominium matters will all need to be acceptable to New Pioneer. The condominium declaration will either need to be approved by New Pioneer before entering into the Purchase Agreement or its approval will become a condition of the Purchase Agreement. Additionally, any rules in connection with the building's operation will need to be compatible with New Pioneer's intended use, including but not limited to those that may affect hours of operation or shipping and receiving. I Basic Space Requirements. It is now anticipated that New Pioneer will have the following space requirements within the Project: i. Not less than 19,000 useable sq.ft. (net of stairs, elevator shafts, utility shafts and other nonusable areas) on the first floor (street level) with direct pedestrian access to the sidewalks on Gilbert and College Streets, as well as direct pedestrian access to the adjacent parking ramp; ii. Not less than 3,000 useable sq.ft, on a mezzanine or 2nd floor for store operations which will include offices, meeting rooms, employee locker rooms and the server room, etc. iii. Not less than 600 useable sq.ft, of mechanical/equipment room space in the lower parking level iv. Loading dock access from College Street v. First floor climate controlled walkway and space for exterior seating of approximately 2,000 useable sq.ft, along the north side of the building (in addition to, not part of, the 19,000 sq. ft.) A. Not less than 200 useable sq.ft, in lower parking level for trash, recycling and composting (may be combined with other building users so long as New Pioneer's requirements are satisfactorily met) 6. Time Frame. The parties acknowledge that the Project is still in an early phase. However, if the Developer's Project is not going to come to fruition within a reasonable time frame, then New Pioneer may wish to pursue other possible opportunities. As such, the parties agree that they shall proceed with the expectation that the Project will be ready for occupancy some time during the 41s calendar quarter of 2014 through the 151 and 2nd calendar quarters of 2015, and each party shall keep the other timely advised of any matters that might arise that could materially affect the availability of the Project for such occupancy. 7. Cooperation and Coordination. Unless negotiations and discussions are terminated by either party, it is anticipated that the parties will coordinate their plans and cooperate to the extent reasonable in connection with further developing plans for the Project and specifically in connection with responding to an RFP from the City. While Developer shall take the lead responsibility for all such matters, New Pioneer shall cooperate to the extent of its desired space within the Project. New Pioneer is committed to be a part of the Developer's Project as the Developer proceeds with his proposal and feasibility analysis, provided the Developer continues to demonstrate a serious interest in pursuing the Project, continues to assemble a team of professionals, contractors and investors capable of fulfilling the Project, and articulates a reasonable plan for financing the Project. If at any time prior to entering into the Purchase Agreement the Developer shall determine that this Project is no longer feasible, Developer shall promptly notify New Pioneer of such determination. Similarly, if at any time prior to entering the Purchase Agreement should New Pioneer determine that it no longer wishes to participate in the Project or that Developer's progress on the Project is not satisfactory, in New Pioneer's sole determination, New Pioneer may indicate to Developer its election to terminate negotiations and discussions pertaining to the Project. New Pioneer will reasonably cooperate, on a non - exclusive basis, with Developer towards the objective of the Developer's proposal becoming the approved proposal submitted to the City for the development of the Site and for Developer to proceed with its Project which will incorporate the condominium space for New Pioneer's ownership and use. However, New Pioneer reserves the option should there be, in New Pioneer's determination, other viable and timely projects, for New Pioneer to work with any other party for a project on the Site or elsewhere that appropriately and/or timely addresses New Pioneer's business needs. 8. Additional Office Space. Should current plans be altered to include office space, before the Developer commits to selling or leasing space on the second floor that would leave less than 5,000 useable sq.ft. remaining, the Developer will contact New Pioneer with regard to any interest for additional second floor office space. This option for additional office space is independent of the 3,000 useable sq.ft. on the mezzanine or second floor for store operations as specified in 5.7.(ii) above. 9. Confidentiality. New Pioneer and Developer hereby each agree to hold as confidential all the other's plans, building designs, concepts, strategies of construction, financial circumstances, cost estimates, financing, and other matters related to a party's potential participation in the Project as may have been or may be disclosed by one party to the other party in connection with the discussions and negotiations related to this Letter of Intent and the Project, and that are not otherwise generally known ( "Confidential Information'. Any disclosure of Confidential Information of a party by the other party shall only be made after the party whose Confidential Information is being disclosed has agreed to such disclosure in writing in advance. The parties each acknowledge that if Developer submits a proposal to the City of Iowa City, and also if the Developer's proposal is approved by the City, disclosure of certain Confidential Information and the Purchase Agreement contemplated herein to specified third parties as a part of implementing the Project will likely be necessary. In that event, the parties agree to cooperate in such disclosures, which shall be agreed to in writing in advance. The parties further agree this provision shall survive in the event of termination of this Letter of Intent. Nothing in this provision is intended to limit a party from disclosing the Confidential Information of the other, on a need to know basis, to a party's representatives, consultants, lender(s), attorneys, contractors or other agents, in connection with its due diligence and investigations relating to the continuing discussions and negotiations contemplated by this Letter of Intent. VA 10. Nan - Binding. This Letter of Intent does not constitute an agreement to negotiate, but solely constitutes an outline of some of the terms for negotiation. The parties will in good faith diligently pursue discussions and negotiations in an effort to come to and refine terms and conditions for final documents for each party's review and approval, some of which may be multi -party agreements. While this Letter of Intent is intended to provide the parties guidance in pursuing negotiations and discussions, except for Paragraph 9 and the next paragraph of this Paragraph 10, it is not binding, and the terms of any final agreement may be the same as, similar to or different from the provisions of this Letter of Intent. New Pioneer and Developer each acknowledges and agrees that each is proceeding with its side of negotiations at its sole cost and expense (which may involve substantial transaction costs) and that either party may terminate negotiations for any reason, at any time, without any liability or obligation to the other. Further, neither party shall have any legal rights or claims against the other party by reason of any action taken, statements made, writings delivered or other matters undertaken by a party in reliance upon this non - binding Letter of Intent including, without limitation, any expenditure of funds, partial performance of transactions contemplated herein, or any other actions of a party. This letter of intent shall be of no further effect upon either i) the parties entering into final agreements, or ii) the termination of discussions and negotiations between the parties pertaining to the matters contained herein. The parties anticipate that their discussions and negotiations will be completed or terminated before the expiration of twelve months after the execution of this Letter of Intent. Developer �. By Piero Pioneer's Society f1m�s I3A4A' SH:e�� ,tit le1(z-siVc' Date I•ZQ Ze i-O Date ,2"q 1'" SECTION 8 Income Analysis College St / Gilbert St Northeast Corner Site - Mixed Use Redevelopment Iowa City, IA 9/26/2012 ANNUAL INCOME ASSUMPTIONS RESIDENTIAL Unit Description Unit Count Unit Count Unit Size (RSF) Monthly Rent/ Monthly Rent/ Annual Rent / Unit RSF Unit RSF Unit Type Studio 24 40.0% 500 $875 $1.75 $252,000 1 BD /1 BTH 24 40.0% 650 $1,140 $1.75 $328,320 2 BD /2 BTH 12 20.0% 900 $1,575 $1.75 $226,800 60 800 38,400 $807,120 Total Residemal RSF: 38,400 Total GSF: Residential Building Efficiency: 80% Residential Amenity Space 4,000 Total Residential GSF: 52,000 COMMERCIAL/RETAIL Unit Description Unit Count Unit Size (RSF) Monthly Rent/ Monthly Rent/ Annual Rent / Unit RSF Unit Type New Pioneer 1 - 24,800 $0 $0.00 $0 1 24,800 $0 1st Floor Usable: 19,000 Mezzanine: 3,000 Lower Level: 800 Walkway & Seating: 2,000 Total GSF: 24,800 PARKING Gross Rents (Residential) Less Vacancy (Residential) Net Rent (Residential) Base Rent (Commercial /Retail) Parking Revenue Laundry Revenue Other Revenue ($35 /unit/month) TOTAL EFF. GROSS INCOME Total SF: 17.100 Total Annual $ Avg Monthly $ / Monthly $ / Annual $ / Annual $ / Annual $ / Unit RSF Unit RSF GSF 807,120 1,121 1.75 13,452 21.02 15.52 7.0% (56,498) (78) (0.12) (942) (1.47) (1.09) 750,622 1,043 1.63 12,510 19.55 14.44 0 0 0 25,200 35 0.05 420 0.66 0.48 775,822 1,078 1.68 12,930 20.20 14.92 ( 0 \ § _ _ _ ( § : _{)£!{ _ _ §)!4{ /)f !!!!)0 22 2ED i)! /f §!\{ff §!f ;± /f 0 § ; e^ 9 °2g 6 i s I I I I I I Y�i „Imi �YNl° n I _ aT° n _ I 71 7 m n I I I I I I n mTY i r i Y „i Mi I I I I I I n I n I m I I I I I I n 1_1_LY11 _1 111_LY1 1 1 1 1 1 1 I I 1 1 1 1 1 1 11 1 11 1 1 1 y } +° `ml III 7 ° o 7 7 I ° - 71 ° 1 1 1 1 11 1 1 m }T� —r }+ �I nl�l al �I �I �I MIDI �I of I I I I N I I I I I �i I I I I I 1 1 1 1 1 1 I I 1 1 1 1 1 1 1 1 1 1 1 1 taimrtt° NI A NIml al dl a+ - °I° 1 1 1 1 1 1 mttl —rtt ai Mi iii �i mi 9 tmtMrrt�° m ar m - mr7� -rrt _ Mi Mi „i „i �i mi A i A e i gi i i i i i 111111 9I 9I �I d,I 111111 111111 1_I_LL11 _1 111111 L1J_LL1 .I °.Io ".I ml �I ° ” ml I I I I I &I s 3 e e �I °I °I °I �I MI `I I I I`I I I I nl I I I I I 1 -1 —� 7; -1 - 1- - -- -- ml I I I I I ee° '"°IMI�ImI °I ml° ^ °I° ^ ° I° - 111111 111111 ai ^I I I I I I I n I n I n I I I I I I n 111111 tat —rtt�° at - °I° m 1-- t rt "ry - r m m _ ml Ml I I I I I I I I I I I I MI I I I I I 4 n 111111 oTITrT�° I�I mlml ml �I I „ aT I - I °I° ^ 111111 mT71 —rrT SI I I I I I ° � m N I I I I I n I n I nl I I I I I n 1I I IL IL1 I I $I m ° l I ° al° ° I° n ° °I I11 I I IL IL1 I IN w, Nlgl .I mgl l ml °I �I wl dl ml °I I� 111111 1- I —LLI� �Io1 mISl SI SI° ^I °I °I °I I "I " �I �I dldl ml °I I -1 ° °I° I S w I - 111111 11� —LLl °I nllllll WW WW `111111 I I 111111 111111 111111 111111 I I I I I I I I 111111 111111 111111 111111 111111 111111 111111 I I I I I I 111111 111111 111111 N IIIII N IIIII I I I I 111111 - 111111 °111111 =111111 ^111111 N IIIII I I I I I I 111111 `° °111111 111111 111111 I I I I 111111 111111 111111 111111 111111 I I J �I I I I 111111 111111 111111 111111 111111 EI I I 111111 111111 m 11 111 17 1 1 1 1 1 1 °I ail � I o f E 111 111 "x111111 °ti `�a °_ I° I= � IE w vl ml "I I,I I " J Im I ° „. _ s 101010101`10 $I olo � � ” .a „ICI �I Iml IS ^ ^- =1`�I SIr is <I ` vl = o I° = I" _ al alalal a t t 3 a�I ICI a1o1 rc1 "� o z I° 1�° 10101010101 `-o z z g o o �1�1 rc1'o o i a SECTION 9 EXHIBIT "A" Proposal submittal signature form The undersigned attests to his/her authority to submit this proposal and to bind the firm herein named to perform if the firm is selected by the City of Iowa City. The undersigned further certifies that he /she has read the Request for Proposal, terms and conditions, and any other documentation relating to this request; has complied in all respects with all conditions hereof, and this proposal Is submitted with full knowledge and understanding of the requirements and time constraints noted herein. The undersigned hereby further acknowledges that it accepts the terms of the Request for Proposals in its entirety and by the submission of its proposal hereby waives any claims or claims to irregularities that arise out of such RFP, the process employed by the City to solicit and develop proposals, the RFP evaluation process described in the RFP, and agrees to release and hold harmless the City, its employees, agents, and consultants from any claim, loss, or damage arising therefrom. The undersigned hereby authorizes any person, firm or corporation to furnish any credit history and financial condition or other information required by the City to verify information related to the Firm's submission to the City. I hereby certify, on behalf of the undersigned firm, that the above information is true and correct to the best of my knowledge and that the City may rely on the information provided. Firm name: Iceberg Development Group Home office address: 20 sandstone Ct . City, state, zip: Bettendorf, IA 52722 Signature: C=\JX � LL: .wr-A, Date: 9/2712012 21 LISTING OF LAWSUIT OR LITIGATION WITHIN THE PAST FIVE YEARS 1. Lawsuit or Litigation: Medina Motor Inn v. Ryan Companies US, Inc., Alleged breach of contract. Status or Outcome: Served, but not filed. Inactive. Comments: None 2. Lawsuit or Litigation: Sherman Associates, Inc.; Chicago Lofts, LLC; and SA Midtown Exchange Apartments Limited Partnership v. Ryan Companies US, Inc., Hennepin County District Court, Fourth Judicial District, Court File No. 27 -CV -12 -5964. Alleged misrepresentation and breach of contract claims arising out of operating budget dispute. Status or Outcome: Currently pending. Comments: None 3. Lawsuit or Litigation: The Aberdeen Condominium Association of St. Paul, Inc. v. Cathedral Hill Neighborhood Redevelopment LLC and Ryan Companies US, Inc., and Ryan Companies US, Inc. vs. Northland Concrete & Masonry, Kremer & Davis, Inc., Jeld -Wen, Inc. and Horwitz Mechanical Contractors, Ramsey County District Court, Minnesota, Court File No. 62 -CV- 11- 10351. Alleged construction defect claim. Status or Outcome: Currently pending. Comments: None 4. Lawsuit or Litigation: Ryan Companies US, Inc. v. Ellerbe Becket, Inc., an AECOM company, and Parsons Electric, LLC, Hennepin County District Court, Minnesota, Court File No. 27 -CV -12 -3319. Contribution and indemnification claim; counterclaim by Ellerbe Becket, Inc. against Ryan Companies US, Inc. for negligence Status or Outcome: Currently pending. Comments: None 5. Lawsuit or Litigation: Levy Premium Foodservice Limited Partnership v. Entertainment, LLC, Ryan Companies US, Inc., et Chancery Division, No. 09 -CH 34392. Breach of contract claims against MadKatStep and Status or Outcome: Settled. Comments: None MadKatStep Entertainment, LLC, CCO al., Circuit Court of Cook County, Illinois, CCO. 6. Lawsuit or Litigation: CCO Entertainment, LLC v. CCO Arenas, LLC and Stephen Hyman v. Ryan Companies US, Inc. et al., United States District Court, Northern District of Illinois Eastern Division, No. 07C 5033. Trademark infringement and breach of contract by former employee. Status or Outcome: Settled. Comments: None 7. Lawsuit or Litigation: World Waste Services, Inc. v. Ryan Companies US, Inc., Circuit Court of 15th Judicial Circuit, Palm Beach County, Florida, Case No. 50 2008 CA 010746 XXXX MB. Breach of contract claim by terminated subcontractor. Status or Outcome: Walk -away settlement. Comments: None 8. Lawsuit or Litigation: Kennedy Funding, Inc. v. Wight River Crossings, LLC, George, Wight, Jr., Wight Family Investment Trust, Wight Holdings International II, LLC, Ryan Companies US, Inc. and Rote Oil, Ltd., Walworth County Circuit Court, Case No. 08CV00968. Mechanic's lien priority dispute. Status or Outcome: Summary judgment granted in Ryan's favor. Ryan received payment. Comments: None 1 Ryan Companies as of July 2012 Excluded from this list are (i) mere claims and threats that have not resulted in litigation; (ii) workman's compensation claims; (iii) personal injury claims, defense of which has been tendered to insurers; (iv) employment claims; (v) condemnations; and (vi) claims initiated by Ryan. 9. Lawsuit or Litigation: Ward, Murray, Pace & Johnson, P.C. serves as counsel for James N. Bergman and a variety of other named Defendants in Case No. 05 CH 17539, presently pending in the Circuit Court of Cook County, Illinois. The case was originally brought by the unsuccessful bidder /contractor, Joseph J. Duffy Construction Company, for the contract to construct Thomas Place, a housing development located in Glenview, Illinois. The named Plaintiff is now James Mann, retired president of Duffy and purported assignee of all of Duffy's claims. The case has a substantial procedural history. The Plaintiff's original complaint, first amended complaint, and second amended complaint were all dismissed by the Circuit Court of Cook County in their entirety, for failure to state a claim upon which relief could be granted, despite what could appropriately be described as encyclopedic efforts to do so. Dismissal of the second amended complaint was appealed by the Plaintiff to the First District Appellate Court, and by opinion dated February 29, 2008, the First District Appellate Court affirmed as to dismissal of Ryan Companies USA, Inc., the successful bidder on the project, but reversed and remanded as to the remaining Defendants, including Mr. Bergman, as to two counts of the second amended complaint, one based on quantum merit and one based on unjust enrichment, ruling that these claims, as set forth in the second amended complaint, stated a cause of action. The First District Appellate Court affirmed dismissal of the remaining counts of the second amended complaint, which included contract -based counts, fraud, estoppel, and other theories. Mr. Bergman is a named individual defendant, along with other named individuals. From the inception of the case, we have believed and continue to believe that Mr. Bergman is inappropriately named and not individually liable. All of his activities with respect to the Thomas Place project were in a representative capacity as an officer of certain corporate entities involved in the project. Plaintiff attempted to add Thomas Place, LP and Thomas Place, LLC as defendants after the expiration of the applicable statute of limitations. The circuit court dismissed the Thomas Place defendants. Plaintiff appealed to the First District Appellate Court pursuant to a Rule 304(a) finding as to dismissal of the Thomas Place defendants, Plaintiff contending that there was a mistake made as to the existence and /or role of the Thomas Place defendants in the project prior to expiration of the statute of limitations, despite attachments to Plaintiff's complaints disclosing the existence and role of Thomas Place defendants as early as 2003, and despite our turnover of documents and interrogatory responses during discovery, well prior to expiration of the limitations period, repeatedly documenting the existence and roles of the Thomas Place defendants in this project. Status or Outcome: The circuit court's ruling as to the Thomas Place defendants was affirmed by the First District Appellate Court, and the case has now been remanded to the circuit court for further proceedings. A motion to withdraw by the plaintiff's attorneys was granted in early August. A status is scheduled for October 29, at which point Plaintiff is to appear with new counsel. Comments: None Content Section Signed Letter of Interest .................................................................... ..............................1 ContactInformation ........................................................................... ..............................2 DevelopmentEntity ............................................................................ ..............................3 ContractEntity ................................................................................... ..............................4 OrganizationalChart ........................................................................... ..............................5 Development Team Profile & Experience ........................................... ..............................6 FinancialCapacity ............................................................................... ..............................7 Visual Description of Proposed Project .............................................. ..............................8 Project Narrative & Financial Estimates ............................................. ..............................9 Litigation........................................................................................... .............................10 References........................................................................................ .............................11 OrganizationalAptitude ..................................................................... .............................12 Proposal Submittal Form ................................................................... .............................13 Attachments Signed Letter of Interest ................................................................. ............................... Al FloorPlans: Option # 1 .................................................................... ............................... A2 FloorPlans: Option # 2 .................................................................... ............................... A3 Proforma: Option # 1 ...................................................................... ............................... A4 Proforma: Option # 2 ...................................................................... ............................... AS NewPioneer LOI ............................................................................. ............................... A6 Proposal Submittal Form ................................................................ ............................... A7 Section 1- Signed Letter of Interest Roped LQ M LI (KD Ma LI a lS Please see Attachment Al: Signed Letter of Interest. Section 2 - Contact Information Sherman Associates, Inc. 233 Park Avenue South, Suite 201 Minneapolis, Minnesota 55415 Phone: 612.332.3000 Fax: 612.332.8119 George Sherman, President /Owner (PRIMARY CONTACT) 612.332.3000 1 fisherman @sherman - associates.com George Sherman will oversee the development process and will be involved in all critical decisions. Mr. Sherman has been involved in multi - family and single - family housing for 25 years. He has been the principal involved in the completion of over $2 billion in real estate development. Presently, Mr. Sherman is the President and Principal Developer of Sherman Associates, Inc. Sherman Associates, Inc. has developed approximately 8,500 multifamily, townhouse and single - family homes, 600,000 square feet of commercial space and two hotel properties. Mr. Sherman is a graduate of the University of Minnesota where he earned a BS in Biochemistry in 1976 and completed MBA studies in 1977. Jackie Nickolaus, Vice President /Project Manager 515.491.5103 1 inickolaus @sherman - associates.com Jackie Nickolaus is Sherman - Associates Iowa -based project manager. Her main focus will be working with local development authorities and coordinating local team members. Jackie Nickolaus has a 10 -year history of downtown redevelopment practice, including long -term planning and project implementation. Before joining Sherman Associates in 2005, she was an Economic Development Coordinator for the City of Des Moines. Jackie earned a University of Iowa Bachelor of Arts Degree and a Master of Arts from the University of Minnesota's Humphrey Institute of Public Affairs. Rich Kiemen, Senior Vice President of Construction 612.604.0865 1 rkiemen @sherman - associates.com Rich Kiemen will oversee and help coordinate all construction activities on behalf of Sherman Associates, from initial project design and cost estimations through completion of construction. Richard Kiemen has more than 25 years' experience in general contracting and project management. Working with Sherman Associates since 2005, he has been involved with multi - family, residential, public and private construction projects throughout the Midwest. Richard received a bachelor's degree in Architectural Engineering from Milwaukee School of Engineering and holds a Minnesota residential contractor's license. Tony Kuechle, Project Manager 612.604.0852 1 tkuechle @sherman - associates.com Anthony Kuechle is an accomplished real estate professional with over 17 years of experience in real estate development, acquisitions and asset management. Prior to joining Sherman Associates in 2010, Anthony worked as a Vice President of Development and Acquisitions for Hempel Properties and a Project Manager for United Properties. He has a Bachelor of Science in Real Estate and Finance from St. Cloud State University. Section 3 - Development Entity DQW(AKDP (SM ER202W Sherman Associates, Inc. 233 Park Avenue South, Suite 201 Minneapolis, Minnesota 55415 Fed ID (E IN): 41-1709024 Ownership: George Sherman, President /Owner— 100% 612.332.3000 1 Qsherman @sherman - associates.com Sherman Associates Development LLC 233 Park Avenue South, Suite 201 Minneapolis, Minnesota 55415 Fed ID (E IN): 41-1994348 Ownership: George Sherman, President /Owner— 100% 612.332.3000 1 Qsherman @sherman - associates.com Craftsman Construction, Inc. 233 Park Avenue South, Suite 201 Minneapolis, Minnesota 55415 Fed ID (E IN): 41-1708777 Ownership: George Sherman, President /Owner — 100% 612.332.3000 1 Qsherman @sherman - associates.com Section 4 - Contract Entity C (KDMT= EMORW The development of the site will be undertaken by a to -be- formed single purpose entity. This entity will be associated with and controlled by Sherman Associates, Inc. Section 5 - Organizational Chart Organizational Chart DAVID GRAHAM, FAIA, LEED AP Principal AARON ROSETH Project Manager PONG KHOW, AIA Senior Project Designer BURTON COFFIN, AIA Project Designer ,r CITY OF IOWA CITY a rsherman A 5 5 O C I A T E 5 LANDSCAPE ARCHITECT STEVE FORD Senior Landscape Architect GEORGE SHERMAN President and Principal Developer JACKI NICKOLAUS Vice President /Project Manager TONY KUECHLE Project Manager RICH KIEMEN Senior Vice President of Construction RICH KIEMEN Senior Vice President RON WAGNER Vice President ENERGY DESIGN JIM DOUGLAS, PE, LEED AP Project Manager Section 6 - Development Team Profile & Experience DQ�Q�opc Q�� Us am PT(Aoh M EKP(S) Uhfl (E Sherman Associates, Inc. 233 Park Avenue South, Ste. 201 Minneapolis, Minnesota 55415 Phone: 612.332.3000 www.sherman-associates.com 1. Sherman ASSOCIATES Sherman Associates, Inc. is an award - winning developer specializing in design, construction and financing of quality housing and commercial properties in Minnesota, Wisconsin, Iowa, Missouri and Colorado. Having earned a strong reputation for quality and follow- through, cities around the country have turned to Sherman Associates to pioneer redevelopment in their downtowns and highest priority neighborhoods. Sherman Associates' experience includes new construction and rehabilitation of historic structures. With over 30 years of development and construction experience, Sherman Associates is able to offer a diverse range of services in the commercial, single - family and multifamily markets. These services include: • Development Services • Construction • Design -Build Services • Site Analysis • Financial Analysis /Feasibility • Marketing Programs /Feasibility • Federal, State and Local Housing Programs • Equity and Debt Funding • Property Management Services Sherman Associates has established an impressive and prolific track record, completing over $2 billion in real estate development. Sherman Associates has developed approximately 8,500 multifamily, townhouse and single - family homes, 600,000 square feet of commercial space and two hotel properties. Our current pipeline consists of $200 million to $250 million a year in new developments, both commercial and residential. This experience allows our firm to bring about the following outcomes: • Assemble financing from a variety of public and private sources • Create strong public - private partnerships • Complete mixed -use and mixed - income projects • Ensure thoughtful design and quality construction • Create tangible community impact Primary Contact George Sherman, President /Owner 612.332.3000 1 fisherman @sherman - associates.com DQ�Q�opc Q�� Us am prAfle M C �pQroQr�c�Q Recent Project: Zenith Condominiums 901 2nd St S Minneapolis, MN 55415 Project Type Mixed use: Structured parking, 1" floor commercial, housing above Development Team Developer: Sherman Associates Architect: ESG Architects GC: BOR -SON Construction Development Pro -forma Uses Land $ 1,955,000 Hard Costs $24,200,625 Architecture $ 990,416 Developer Fee: 11.6% $ 3,981,927 Financing Costs /Soft Costs $ 3,084,113 Total Development Cost. $34,212,081 Success Construction was complete 11/18/2008. Sales at the Zenith have continued to occur during the down economy. The contemporary design, dramatic views of the riverfront and downtown Minneapolis, and the proximity to amenities have made it a prime location for young buyers. The first floor commercial space is occupied by a medical user, with a longterm lease. DawakDp eM Us am prAoh M EKPaVUhflQQ Recent Project: Midtown Exchange /Chicago Lofts Minneapolis, MN Project Type Mixed use: Structured parking, commercial, rental housing and condominiums Development Team Developer: Sherman Associates Architect: ESG Architects GC: Ryan Companies Development Pro -forma (Sherman Associates' Portion) Uses Land N/A Hard Costs $55,492,922 Financing Costs /Soft Costs $7,494,600 Contingencies $ 2,100,000 Developer Fee: 9.0% $ 6,400,000 Total Development Cost. $71,487,522 J jai Success In 2004, a collaboration between housing developer Sherman Associates and commercial developer Ryan Companies transformed the 1.2 million square -foot historic Sears, Roebuck building in South Minneapolis into a mixed -use masterpiece featuring 88 loft and penthouse condo units, 219 rental units (including some affordable units), the headquarters of Allina Health Systems and a global food market. The food market features small businesses started by local entrepreneurs. The project has won several awards, including "Best of the Decade" by Minneapolis /St. Paul Business Journal and "Best in American Living" by Professional Builder Magazine. DQ�Q�opc Q�� Us am prAfle M C �pQroQr�c�Q Recent Project: Heritage Park Minneapolis, MN 55405 Project Type Mixed use: 48 -unit memory care facility and Neighborhood Community Center Development Team Developer: Sherman Associates Architect: ESG Architects GC: Knutson Construction Development Pro -forma Uses Land $ 25,001 Hard Costs $18,320,387 Architecture $ 760,000 Developer Fee: 8.6% $ 2,345,275 Financing Costs /Soft Costs $ 5,738,407 Total Development Cost. $27,164,069 Success The Minneapolis Public Housing Authority (MPHA) had a vision for Heritage Park. In the beginning of 2010, they began the search for a development group with the necessary skills to make their vision a reality. After an intensive bidding process, Sherman Associates, along with its construction and architecture partners, was selected from multiple applicants and awarded the project. �r r� r Acting as a fee contractor for the Minneapolis Public Housing Authority, Sherman Associates developed and planned this 12 -month construction project. The team was faced with multiple challenges such as the collapse of the construction company selected as the general contractor; but with its development prowess and strong industry relationships, Sherman Associates was able to bring in a replacement contractor and begin construction on time. Tenants of the Community Center include a YMCA and a community clinic. DQ�Q�opc Q�� Us am prAfle M C �pQroQr�c�Q Recent Projects: Rumely Lofts /Metro Lofts Court Avenue Neighborhood Des Moines, IA 50309 Project Type Mixed use: Structured parking, 1" floor commercial, housing above Development Team Developer: Sherman Associates Architect: ESG Architects GC: Frana Companies Development Pro -forma Land $ 3,710,000 Hard Costs $25,871,856 Architecture $ 850,000 Developer Fee: 9.8% $ 3,750,000 Financing Costs /Soft Costs $ 4,189,334 Total Development Cost. $38,371,190 Success Rumely Lofts, a historic rehabilitation project, completely renovated the last under - utilized existing building this highly popular neighborhood into chic desirable loft -style apartments. With amenities such as concerete floors, 14 -foot ceilings and exposed brick, this property has proven to be highly successful, leasing up in just over six months. Sherman Associates was awarded the initial tax credit allocation for Metro Lofts in 2008, just before one of the greatest economic downturns since The Great Depression. Sherman Associates held on to its credits until banks started lending again and was able to close on the project financing in April of 2010. With the tax credits ready to expire, Sherman began an impressively short seven -month construction period. Construction was completed and residents began to occupy the building in December 2010. DQW(AKDP MQfllQ Us am prAoh % EKPa Uhfl (E Recent Project: Harrison Lofts 1420 Harrison Street Davenport, IA Project Type Mixed use: retail and rental housing. Development Team Developer: Sherman Associates Architect: ESG Architects GC: Black I Dew Development Pro -forma (Sherman Associates' Portion) Uses Acquisition Hard Costs Financing Costs /Soft Costs Contingencies Developer Fee: 8.0% Total Development Cost. $25,001 $6,234,764 $1,596,028 $ 180,000 $650,000 $8,085,793 JI1lWlt 'rl.�•..LIUI�:�u1,R'u'i ®�-.II B: � in°7._c�Y7�i� -r Summary Harrison Lofts is a new construction development of mixed -use housing and retail located in Davenport, Iowa. The street level includes two retail spaces for a total of 3,500 W, and tenant amenities. Tenant amenities include a workout room, laundry room and community room, equipped with computers and meeting space. Retail spaces are positioned along each of the 14`h and 15`h street corners of the building. The 60 apartment units consist of efficiency, one - bedroom, and two - bedroom layouts. As a mixed - income building, 12 units are allocated as affordable at 40% AMI; 42 units are restricted at 60 %AMI. The remaining 4 units will be designated as market rate units. The project targets both single individuals and families. The units feature high quality interior finishes and amenities. Its prime location along one of Davenport's main streets, its one -level living space, and its affordability make Harrison Lofts the ideal place to live for a broad range of residents. Development Site DQ�Q�opc Q�� us am PT(AoOQ C �pQr�oQC�c�Q SHERMAN ASSOCIATES Completed & Stabilized Residential & Mixed -Use Projects in Portfolio Protect Name Location Year Built Year Acquired Total Number of Units Unit Mi. Tvve of Construction Affordable Markel 1 3100 Clinton Minneapolis, MN 1989 1989 12 12 0 Rehab 2 3100 Fourth Minneapolis, MN 1997 1997 10 10 0 Rehab 3 Autumn Ridge Apartments Brooklyn Park, MN 1978 2007 366 338 28 Rehab 4 Bell Building Minneapolis, MN 1970 1985 25 0 25 Rehab 5 Blaine Town Square Blaine, MN 2005 2005 87 3 84 New Construction 6 Bollineau Commons Minneapolis, MN 2003 2003 119 94 25 New Construction ] Bollineau Lofts Minneapolis, MN 2003 2003 37 37 0 Rehab 8 Boulevard Milwaukee, WI 1965 2007 235 235 0 Rehab 9 Browns Mead. Coon Rapids, MN 1991 1991 148 20 128 Acquislion 10 Castle Apls Minneapolis, MN 1990 1990 11 11 0 Rehab 11 Central Avenue Lofts Minneapolis, MN 2007 2006 66 53 13 New Construction 12 Community Plaza SL Paul, MN 1985 2000 40 40 0 Rehab 13 East Phillips Square Minneapolis, MN 2004 2004 34 34 0 New Construction 14 Falcon Heights Apls Falcon Heights, MN 2005 2005 119 57 62 New Construction 15 IFalcon Heights Senior Falcon Heights, MN 2005 1 2005 56 1 31 25 1 New Construction 16 Farmington Twhms Farmington, MN 2000 2000 16 16 0 Rehab 17 Gateway Terrace Grand Forks, ND 1985 1985 Mobile Home Court NA milor Park - Land TNA Development 18 Grounds Market Place Burns mile, MN 2003 2003 113 60 53 New Construction 19 Greysolon Apartments Duluth, MN 1921 2005 150 144 6 Rehab 20 Guardian Angels Hastings, MN 2002 2002 30 27 3 Rehab 21 Highland Chateau Duluth, MN 1973 1998 60 0 60 Rehab 22 Highland Park Apartments Milwaukee, Wl 1977 2007 150 150 0 Rehab 23 Jefferson Square Apls Duluth, MN 1993 2000 25 4 21 Rehab 24 Le Sueur Meadows LeSuer, MN 2002 2002 40 40 0 New Construction 25 Lexington Shores Shoretiew, MN 2002 2002 68 29 39 New Construction 26 Lodge of Little Canada Little Canada, MN 2003 2003 79 4 75 92.41 27 Lyons Court SL Paul, MN 2005 2005 60 60 0 New Construction 28 Martin Gardens (Cromwell Commons) Minneapolis, MN 1997 1997 18 17 1 Rehab 29 Memll School Duluth, MN 2003 2003 19 0 19 Rehab 30 Midtown Exchange Apartments Minneapolis, MN 1928 1 2006 1 219 181 1 38 Rehab 31 Mount Royal Manor Duluth, MN 1984 2002 114 0 114 New Construction 32 New Paris Apls. Benson, MN 1985 1985 40 0 40 Rehab 33 Photon Senior Lofts SL Paul, MN 2006 2006 73 73 0 New Construction 34 River Run Apartments Minneapolis, MN 2006 2006 74 74 0 New Construction 35 Riverside Plaza Minneapolis, MN 1971 1989 1303 1174 129 Rehab 36 Rumely Lofts Des Moines, IA 1903 2009 66 66 0 Rehab 37 Seward Flats (2) Minneapolis, MN 1964 1997 123 0 123 Rehab 38 Sibley Court SL Paul, MN 2003 1 2003 122 1 51 71 1 New Construction 39 Sibley Park SL Paul, MN 2003 2003 114 51 63 New Construction 40 Slmtlfortl Flats Apls. Minneapolis, MN 1911 1997 62 62 0 Rehab 41 Slmus Apartments SL Paul, MN 1878 2001 49 34 15 Rehab 42 Syndicate Apartments LLC SL Louis, MO 2006 2006 28 28 0 Rehab 43 Syndicate Retail LLC SL Louis, MO 2006 2006 42 0 42 Rehab 44 The Cr ings of Valley View Bloomington, MN 2008 2008 50 50 0 New Construction 45 Vine Street Apls Des Moines, IA 200,1 2004 110 46 64 New Conslmclion 46 Westgate Townhomes Duluth, MN 2001 2001 28 25 3 New Conslmclion SUB - TOTALS 1985 2001 4810 3941 1369 DQ�Q�opc Q�� us am PT(AoOQ C �pQr�oQC�c�Q SHERMAN ASSOCIATES Completed & Stabilized Commercial Projects in Portfolio SHERMAN ASSOCIATES Projects Under Development or Completed Within 12 Months Project Name Location Property Type Year Built Year Acquired Square Feel 1 233 Park Minneapolis, MN Retail /Office 1908 2001 46,980 2 Camden Center Minneapolis, MN Retail 1997 1997 14,432 3 Canal Park Square Duluth, MN Retail /Office 1900 1998 59,466 4 Hawlhom Crossings Minneapolis, MN Retail 1993 1993 51,866 5 Brookdale Crossings Brooklyn Park, MN Retail 1991 1994 60,795 6 Guardian Angels Transitional Housing Hastings, MN Retail 2002 2002 7,102 ] Guartlian Angels Community Center Hastings, MN Retail 2002 2002 12,883 8 16th Avonue South Minneapolis, MN Retail 2002 2002 17,216 9 Village of Little Canada Little Canada, MN Retail /Office 2004 2004 24,814 10 Garfield Business Park Duluth, MN Industrial 2004 2004 48,960 11 Wentworth Commons SL Paul, MN Retail 2007 2007 12,787 12 Zenith Commercial Minneapolis, MN Retail 2009 2009 7,821 SUB - TOTALS 365,122 SHERMAN ASSOCIATES Projects Under Development or Completed Within 12 Months SHERMAN ASSOCIATES Projects in Pipeline Expected to Commence in the Near Future Project Name Location LIHTC ?Y /N Year Built Year Acquired Total Number of Units Unit Mix Affordable Markel 1 The Chateaus (3 Buildings) Duluth, MN N 1973 1998 141 0 141 2 Grand Boulevard Lofts Kansas City, MO Y 1909 2009 134 134 0 3 Ining School Duluth, MN N 1910 2011 44 0 44 4 Met. Lofts Des Moines, IA Y 2010 2010 111 103 8 5 Phoenix on the Fax Dormer, CO Y 2011 2011 50 50 0 6 Russell Lamson Waterloo, IA Y 1914 2011 90 90 0 ] The ROOselelt Cedar Rapids, IA Y 1927 2008 96 92 4 SUB - TOTALS 1951 2008 666 SHERMAN ASSOCIATES Projects in Pipeline Expected to Commence in the Near Future Project Name on LIHTC? Y/N Number of Units Ci 1 Longfellow Station New Construction Y ISO Minneapolis MN 2 Weslside Flats New Construction N 178 SL Paul MN 3 Slradfoid Flats Rehab Y 62 Minneapolis MN 4 Hanson Lofts New Construction Y 60 Dmenort IA 5 Payette Lofts Hislorlc Adapliw: Reuse N SS SL Paul MN 6 New Paris Apartments Rehab Y 40 Benson MN ] Mount Washington Senior Hislorlc Adapliw: Reuse Y 45 Independence MO 8 324N 1s1 New Conslmclion N 140 Minneapolis MN Totals 793 DQ�Q�opc Q�� us am prAfle M EKP(S)VUhHQQ Elness Swenson Graham Architects 500 Washington Avenue South Minneapolis, MN 55415 Phone: 612.339.5508 www.esgarch.com architects ESG is a 52- person architectural firm with a national practice in urban residential, student housing, hospitality, workplace environments, higher education, and urban design. ESG is headquartered in Minneapolis where the firm enjoys a leadership position in urban residential and mixed use redevelopment. ESG won the American Institute of Architects Firm Award for "innovation in urban residential mixed use design." ESG has won 26 Twin Cities "Best in Real Estate" awards for residential and mixed use design. ESG Believes housing is a forceful driver of new development and will remain so as long as our population continues to grow. But our lifestyles evolve and our sensibilities toward land development change. This creates new demands for new residential paradigms. Many people now wish to live in walkable communitieis. They are moving back to the city in large numbers. They seek vital, 24 hour neighborhoods where they can find the amenitites and conveniences of more urban lifestyles. This evolution in lifestyles and household structure is driving the next wave of residential development. ESG is at the forefront of planning and design for new and emerging urban lifestyles in the residential marketplace. For three decades, ESG has been a leader in designing residential communities. By advocating for New Urban principles, our Residential Studio has propelled ESG to regional and national prominence. Our portfolio of completed work illustrates these principles and highlights the value tha thigh quality design brings to reshaping our neighborhoods and cities. We encourage you to visit the company website to learn more about the company and see examples of work completed by ESG. David Graham, FAIA, LEED AP Principal, ESG Architects Project Role: Principal -in- Charge Experience: 30+ Years As principal in charge, David Graham will oversee all phases of design and deliver with emphasis on programming and design. David brings over 30 years of design experience in urban, residential and mixed -use architecture. David Graham is recognized as a Fellow with the American Institute of Architects for his design leadership in urban residential and mixed use design. Aaron Roseth Vice President, ESG Architects Project Role: Project Manager Experience: 8+ Years As project manager, Aaron Roseth will oversee the coordination of all phases of work. Aaron brings strong experience in large complex urban mixed use projects and has uniquely strong communications skills to help guide the project through each phase including design, entitlement and delivery. Pong Khow Vice President, ESG Architects Project Role: Senior Project Designer Experience: 25+ Years As senior project designer, Pon Khow will be responsible for all major design services and documentation under the direction of David Graham and Aaron Roseth. Pong has been a senior designer at ESG for 25 years and is responsible for most of the firm's award winning urban residential project designs. Burton Coffin Associate, ESG Architects Project Role: Project Designer Experience: 16 Years As project designer, Burt Coffin will focus on the design of dwelling units and project amenity, communal spaces and overall space planning. Burt has led the ESG residential dwelling unit design deparment. He is a gifted residential designer who is very familiar with current urban residential unit design. DawakDp eM us am prAoh % EKPa hflQQ Market -Rate Residential Experience (many of which are part of urban mixed -use developments) Elan Uptown I 1& II Cinnamon Ridge Lowry Building Minneapolis, MN Keystone, CO St. Paul, MN Mill & Main I Phases & 11 Coachman Trails Millplace Mixed Use Masterplan Minneapolis, MN Plymouth, MN Minneapolis, MN Dock Street Apartments I Phases I & 11 Multi -Use Redevelopment Masterplan Minneapolis, MN College Hill I & 11 Columbia Heights, MN St. Paul, MN 430 Oak Grove Oakland Square Minneapolis, MN Cornelia Place Apartments Minneapolis, MN Edina, MN Andrew Riverside Minneapolis, MN DeForestat Laurel Village Promenade Oaks Minneapolis, MN Eagan, MN Velo City Minneapolis, MN Devonshire Gates Riverside Plaza Bloomington, MN Minneapolis, MN Genesee Bloomington, MN Excelsior & Grand Riverwalk Residential St. Louis Park, MN Minneapolis, MN Nicol let Residences Minneapolis, MN Farnam 1600 Rochester HRA Omaha, NE Rochester, MN Stadium Village Flats Minneapolis, MN Gates of Carlson Park Saint Anthony Mills Apartments Minnetonka, MN Minneapolis, MN 412 Ridgewood Minneapolis, MN Greenhaven Southwind Burnsville, MN Burnsville, MN Austin Courtyard I & 11 Austin, MN Hampshire Hills St. Anthony Place Bloomington, MN Minneapolis, MN Calhoun Beach Club Minneapolis, MN Illinois Center Masterplan Stone Arch Apartments Chicago, It Minneapolis, MN Chasewood Village Minnetonka, MN LeMay Lake Stratford Oaks Design Eagan, MN Eagan, MN DQ�Q�opc Q�� Us am PT(AoOQ M C �pQr�oQC�c�Q Confluence - Landscape Architects 401 South Gilbert Street Iowa City, IA 52240 Phone: 319.337.6634 www.thinkconfluence.com Confluence is the place where everything comes together — connecting people, places, and ideas — a phenomenon that produces energy, momentum, and depth. Our name pays homage to the notion that nothing great is accomplished in isolation. Just as great rivers are the product of a thousand streams, great outcomes are the product of a thousand ideas. Confluence brings everything together — naturally. Confluence is a professional consulting firm comprised of landscape architects and planners. We have a strong network of offices located throughout the Midwest, including: • Des Moines, Iowa • Kansas City, Missouri • Sioux Falls, South Dakota • Iowa City, Iowa We combine proven design excellence with extensive practical experience. Each of Confluence's Principals has over 19 years of experience in the design and planning of complex projects, and all are actively involved in civic and community affairs in their respective communities. Park & Open Space Design A community's pride is readily evident in the character of its parks system. At Confluence, we believe there are opportunities in each community's collection of park facilities, open spaces, and trail systems to further reinforce their unique identity. These spaces have an opportunity to connect the community, and they should reflect the collective values, activities, and quality of life aspired to by its residents. Our landscape architects and planners are skilled in all aspects of park design and planning — ranging from engaging the community with informative surveys and interactive design exercises to analyzing regional park needs and implementing specific improvement projects. Our work is also technically grounded to integrate the need for efficient and cost - effective maintenance and operations into the overall design framework. These factors continually impact the ability to provide the wide range of services and facilities each community needs and desires. And while we take the responsibility associated with this work very seriously, we truly enjoy what we do and trust that our creative passion shows through in our built work. We strive to provide a fun and fulfilling atmosphere for your constituents, and trust that your community will become an even better place to live and play as a result. DQ�Q�opc Q�� us am prAfle M C �pQroQr�c�Q Steve Ford Principal /Senior Landscape Architect Project Role: Creating project green spaces and improving the nearby College Green Park. Experience: 20+ Years Steve earned his Bachelor of Science in Landscape Architecture from Iowa State University in 1979. Steve has had a broad range of work experience from the planning department in Watertown, South Dakota to residential design /build firms in the Twin Cities to the nationally recognized A/E firms — the DLR Group and HLM Design. For the past two decades Steve has been working in the Iowa City, Iowa area leading design on trail and park work for the Iowa City School System and numerous residential designs. Many of his projects have earned industry awards and accolades including the Iowa Firefighters Memorial, the Devonian Fossil Gorge and the Mississippi River Trail segment on the bluffs of the river in Muscatine, Iowa. DQ�Q�opc Q�� Us am PT(Aoh M EKP(S) FUhHQQ The Weidt Group — Energy Services 5800 Baker Road, Suite 100 Minnetonka, MN 55345 Phone: 952.938.1588 www.twgi.com The Weidt Group is an international energy and software consulting firm, working with architects, engineers, building owners, and utilities to achieve high - performance buildings. We provide Energy Design Assistance and Measurement & Verification services for commercial new construction, as well as engineering benchmarks for improving the ongoing performance of existing buildings. Based on our knowledge of how buildings work, we began simulating future building performance in 1988. Today, Energy Design Assistance is a comparative analysis service we provide on over 200 projects each year, using industry standard and DOE - supported simulation tools. Our consistent Energy Design Assistance methodology supports equipment and system innovations on a project level through accurate contextual analysis to provide operational guidance to owners and information back to the design teams. Because of our founding interests and values, our staff field- verifies and measures the performance of roughly 150 buildings a year. Extending these methodologies, we enable building owners to tune -up their buildings as uses change over time. Our staff consists of architects, mechanical engineers, software designers, and green building educators. These individuals include members of the Clinton Climate Initiative Technical Resources Group, the IESNA Daylighting Metrics Subcommittee, the LEED® IEQ and EA Technical Advisory Groups, as well as LEED and ASHRAE Faculty. The firm's staff certifications include ASHRAE certified Building Energy Modeling Professionals and Building Energy Assessment Professionals and 27 LEED By the Numbers: From small to large numbers, in 35 years of business, The Weidt Group's work has resulted in: 1 net -zero energy building in operation for over eight years; 3 net -zero buildings in design; 27 million users of our software product solutions; 116 collaborations on LEED Certified projects; 150+ collaborations on LEED Registered projects; 176 million square feet of construction projects; 226 thousand DOE -2 computer simulation models; 270 peak megawatts of power reduced annually; 956 completed projects with field- verified results; and over 1200 Energy Design Assistance projects with designers, owners, builders, manufacturers and utilities. DQ�Q�opc Q�� us am PT(Aoh M EKP(S) Uhfl (E James S. Douglas, PE, LEED AP Principal at The Weidt Group Project Role: Energy Efficiency Consultant Experience: 20+ Years Jim Douglas directs program and project -level work for regional and national clients. He is a Professional Engineer with over 20 years of experience in building sciences and energy conservation study, implementation and evaluation. Mr. Douglas has managed daylighting performance studies, and he managed The Weidt Group's energy modeling services, in collaboration with Johnson Controls, for the first LEED® Certified project in the State of Minnesota. Cumulatively, his experience at The Weidt Group since joining the firm in 1998 encompasses over 350 projects totaling more than 42 million square feet. Mr. Douglas is the former Program Manager for MidAmerican Energy Company's Commercial New Construction program in Iowa. For nine years, he was responsible for program consistency and marketing, project management of analysis and verification work, and long -range program planning. As a result, The Weidt Group's efforts alongside owners, architects, engineers and contractors resulted in nearly $7,800,000 of annual energy savings in 167 verified projects. Weidt Group Mixed -Use Experience Plaza Towers, Iowa City, IA • Plaza on 5th Multi -use Development, Coralville, IA River Crossings Mixed Use Facility, Iowa City, IA Iowa City Multi -use Facility, Iowa City, IA East College Mixed Use, Iowa City, IA Portside Plaza, Dubuque, IA Village Place /Oxford Row, Des Moines, IA • Charles E. Lakin Campus, Council Bluffs, IA Trolley Place, Oskaloosa, IA NDC - 1938 SE 6th Street Mixed Use, Des Moines, IA Brewery Renovation, Des Moines, IA PARK @ 201, Iowa City, IA Elliot Furniture Building, Des Moines, IA KONE Centre, Moline, IL Penfield, St. Paul, MN Genesee at Penn & American, Bloomington, MN Westin Galleria, Edina, MN Wayzata Bay Center Superior Block, Wayzata, MN • Schmidt Rathskeller, St. Paul, MN Lunds on 12th & Hennepin, Minneapolis, MN Section 7 - Financial Capacity Fuh andM c apad2w Background Sherman Associates' experience includes construction of new and rehabilitation of historic retail, office, hotel, and office /warehouse buildings. During 30+ years of development and construction experience, Sherman Associates has completed over $2 billion in real estate development. Sherman Associates has experience in developing strong public - private partnerships, and brings expertise in assembling complex financing from a variety of public and private sources. Below are several projects recently completed by Sherman Associates that highlight the complexity and variety of the firm's financing experience. Recent Proiects Metro Lofts & Rumely Lofts Des Moines, IA Financing: HUD - Guaranteed First Mortgage, Iowa Finance Authority Mortgage, IFA 1602 Funds, City of Des Moines Funds, Federal Low Income Housing Tax Credits, Federal and State Historic Tax Credits, IDED EZ Tax Credits, Deferred Developer Fee. Riverside Plaza Minneapolis, MN Financing: Federal 4% LIHTC Equity, State Historic Tax Credits, Federal Historic Tax Credits, Tax Exempt Bonds, HUD Insured Mortgage, MN Housing Fund's (MHFA) Economic Development and Housing Challenge, MHFA's Preservation Affordable Rental Investment Fund, Metropolitan Council's Local Housing Incentive Account, Family Housing Fund, Greater Metropolitan Housing Corporation, and multiple Brownfield sources. Midtown Exchange Apartments & The Chicago Lofts Minneapolis, MN Financing: 4% LIH Tax Credits, Federal Historic Tax Credits, US Bank first mortgage (Housing Revenue Bonds), Minnesota Housing Finance Agency, City of Minneapolis, Hennepin County, Tax Increment, Metropolitan Council. Vine Street Lofts & Water Street Brownstones Des Moines, IA Financing: HUD, Fannie Mae, City of Des Moines, Polk County Housing Trust Fund, Neighborhood Finance Corporation, Tax Credit, Tax Abatement. Harrison Lofts Davenport, IA Financing: Iowa Finance Agency First Mortgage Loan, State and Federal Tax Credits, EZ Sales Tax Rebate & Equity, Neighborhood Stabilization Plan Funds, and Land Contribution by City of Davenport. Section 8 - Visual Description of Proposed Project 8a) Conceptual Drawings Visual Description of Proposed Project I Is kvI, - � �I, �•n � III ���� ; - I II,T -I� - III 111 WIN 6WIVR f" aft � 9 W ill • • We • •- 1 1 lu'� - 41-AA lug I I I pill !! yhua� DQ�c�rop�oor� o� propo�QC� pr(q(EC2 View from College St — Green space above 2nd floor for tenants+ Swan Parking Facility to the East Street -Level View from Intersection of College St & Gilbert St Aerial View Looking Northwest Aerial View Looking Southeast yhua� DQ�c�rop�oor� o� propo�QC� pr(q(EC2 Option #2: Mixed Use — grocery store and 100 workforce rental housing units Although exact renderings of this option have not yet been completed, below are renderings of some mixed -use designed by ESG Architects that are similar in scope and size to what Sherman Associates is proposing at College St & Gilbert St. 8b) Conceptual Square Footage (Office /Commercial) yhua� DQ�c�rop�oor� o� propo�QC� pr(q(EC2 Square Footage: Office /Commercial Option #1: Mixed Use - grocery store, Class A office space, and 132 workforce rental housing units Mixed Use Project- Post Tension Concrete Iowa City, Iowa G ilbert a nd College Streets Level Use Total GSF Parking GSF Commercial GSF' Office Apt GSF I NRSF I Units Parking Level P1 parking 24,695 24,595 69 Leven 69 Leven commercial* 24,570 1,562 21,175 168 1,562 Mezz commercial Mezz office 3,484 Level residential 18,954 Level office 24,570 20 24,397 1,151 18,954 Level residential 12,156 Level residential 12,156 10,614 11 19,954 Level residential 12,156 Level5 residential 18,954 12,156 10,614 13 16,111 Level S residential 12,156 residential 18,954 12,156 10,614 13 20 Level residential 12,156 144,0.35 24,695 24,659 12,156 10,614 13 69 Level residential 12,156 12,156 10,614 13 Level residential 12,156 12,156 10,614 13 Level residential 12,156 122,156 10,614 13 Level 10 residential 12,156 12,156 10,614 13 Level 11 residential 12,156 12,156 10,614 13 Level 12 residential 12,156 12,156 10,614 17 Level 13 residential 3,828 3,828 3,802 Total 199,223 24,695 11 24,659 1 24,565 1 128,101 1 109,942 1 32 1 69 'Includes 1, 665 SF Loading Dock ESG Architects Inc September 26, 2612 Option #2: Mixed Use - grocery store and 100 workforce rental housing units Mixed Use Project - Wood Frame Iowa City, Iowa Gilbert and College Streets Level Use Total GSF Parking GSF Commercial GSF' Apt GSF NRSF Units Parking Level P1 parking 24,695 24,695 69 Leven commercial` 24,570 21,175 1,562 Mezz commercial 3,484 Level residential 18,954 18,954 15,111 20 Level 3 residential 18,954 18,954 16,111 20 Level residential 18954 19,954 16,111 20 Level5 residential 18,954 18,954 16,111 20 Level residential 18,954 18,954 16,111 20 Total 144,0.35 24,695 24,659 11 96,332 80,555 100 69 *includes 1,565.51F Loading Dock ESC Architects Inc September 26, 2012 8c) Conceptual Square Footage (Residential /Parking) yhua� DQ�c�rop�oor� o� propo�QC� pr](4EC2 Square Footage: Residential / Parking Option #1: Mixed Use - grocery store, Class A office space, and 132 workforce rental housing units Mixed Use Project -Post Tension Concrete Iowa City, Iowa Gilbert and College Streets Level Use Total GSF Parking GSF Commercial GSF- (Nfice Apt GSF NRSF Units Parking Level P1 parking 24,695 24,695 69 Level 69 Level commercial" 24,570 1,562 21,175 168 1,562 Mezz commercial Mezz office 3,484 Level residential 18,954 Level office 24,570 20 24,397 1,151 18,954 Level residential 12,156 Level residential 12,156 10,614 11 18,954 Level residential 12,156 Levels residential 18,954 12,156 10,614 13 16,111 Level s residential 12,156 residential 18,954 12,156 10,614 13 20 Level residential 12,156 1 144,035 11 24,695 24,659 11 12,156 10,614 1 13 69 Level residential 12,156 12,156 10,614 13 Level residential 12,156 12,156 10,614 13 Level residential 12,156 12,156 10,614 13 Level 10 residential 12,156 12,156 10,614 13 Level 11 residential 12,156 12,156 10,614 13 Level 12 residential 12,156 12,156 10,614 17 Level l3 residential 3,828 3,828 3,802 Total 1 1 199,223 1 24,695 1 24,659 24,565 128,101 109,942 132 69 'Includes 1,6655f Loading Dock FSG Architects Inc September 26, 2012 Option #2: Mixed Use - grocery store and 100 workforce rental housing units Mined [Asp Project - Wood Frame Iowa City, Iowa Gilbert and College Streets Level cse Tu Cd GSF Parking GSF Commercial 65F* Apt GSF I NRSF Units Parking Level PI parking 24,695 24,695 69 Level commercial" 24,570 21,175 1,562 Mezz commercial 3,484 Level residential 18,954 18,954 16,111 20 Level residential 18,954 18,954 16,111 20 Level residential 18,954 18,954 16,111 20 Levels residential 18,954 18,954 16,111 20 Level6 residential 18,954 18,954 16,111 20 Total 1 1 144,035 11 24,695 24,659 11 96,332 1 80,555 100 69 "Includes 1, 665 5F Loading Dock ESC Architects Inc September 25, 2012 8d) Schematic Layout vbua� Dp�c�rop�oor� o� propo�QC� pr(q(EC2 Schematic Layout Option #1: Mixed Use — grocery store, Class A office space, and 132 workforce rental housing units Please see Attachment A2 - Floor Plans: Option # 1. Option #2: Mixed Use — grocery store and 100 workforce rental housing units Please see Attachment A3 - Floor Plans: Option # 2. 8e) Schematic of Pedestrian -Level Facade vhua� Dp�c�rop�oor� o� propo�QC� pr(q(EC2 Pedestrian Level Facade View from Intersection of College St & Gilbert St Western side of building facing Gilbert St Section 9 - Project Narrative & Financial Estimates pToDQC��l�a�r��a�o�Q Development Proposal Sherman Associates is proposing two development options for the northeast corner of College Street and Gilbert Street Northeast. Each option capitalizes upon the site's prominent urban location and achieves the City's goal of transforming the underutilized property into an urban mixed -use project that will contribute to the vibrant and walkable downtown area. The developments are consistent with the City's Economic Development Policy and Downtown Strategic Plans, and are being presented to stimulate dialogue regarding potential public /private partnership terms. Under both development proposals, Sherman Associates would acquire the MidAmerican Energy parcel and develop the entire 24,000 square foot site as one project. Both scenarios also include underground parking, a street -level grocery store, and renovation of the city park bordering the site's northern side with the help of a local landscape architect. The residential component will include a mix of efficiency, one bedroom and two bedroom units. Apartments will be larger than what is currently the norm in downtown Iowa City's core, and pricing will be established to foster a professional atmosphere at a fair price for the local workforce. As part of Sherman Associates' development, New Pioneer Food Co -Op has agreed to purchase and occupy a space on the project's first floor. A Letter of Intent has been secured and is attached as Attachment A2. New Pioneer has access to financing, and is prepared to execute a Purchase Agreement upon the City's selection of Sherman Associates as Developer of the site. Including New Pioneer in the development will provide neighborhood residents with affordable groceries in a location that can be easily accessed by foot, car, or public transportation. Their inclusion will satisfy neighborhood grocery demand and also increase pedestrian traffic between the site and downtown core. Option #1: Mixed Use - grocery store, Class A office space, and 132 workforce rental housing units. y� A� Option #1 would include one level of underground parking accessible from the adjacent Swan Parking Facility, New Pioneer Food Co -Op on the street level, Class A office space on the second level, and 136 units of workforce rental housing on levels 3 -13. Floor plans for the first two levels would almost equal the site's gross area, and the apartments would be set back to provide a community green space on top of the offices as an amenity for tenants. Rental apartments would consist of 20 efficiency units, 96 one - bedroom units, and 20 two - bedroom units. Lofts will be constructed on the top few floors, and will provide additional building step backs at the top of the building to provide additional architectural interest. Sherman Associates would also construct 24,570 square feet of Class A office space on the building's second floor to address the City's desire to have additional office space near the community and recreation center across College Street. In order to include the office space as part of this development plan, Sherman Associates would require the City to sign a Purchase Agreement for the full second floor and pay the associated pro -rata share of project development costs. Combined, expenses associated with the office shell construction are estimated to be $5,600,000. It should also be noted that New Pioneer has expressed interest subleasing a portion of the second level office space if it is included in the development. Although the high- density project described in Option 1 may be the site's optimal urban /downtown development, total costs of the necessary post- tension concrete construction are estimated to be over $50 million, or $252 per square foot. We have identified $35.15 million in hard funding sources toward this development, leaving almost $14.97 million that must be filled by soft sources. TIF, EZ Credits and Land Contributions have been estimated at $8.57 million; after which, a financing gap of $6.39 million still remains to be identified to make the project viable. Potential sources to fill this gap include New Market Tax Credits, Community Development Block Grants and HOME Funds; all of which Sherman Associates has experience working with. More detailed numbers are provided in Section 9 and Attachment A4. Option #2: Mixed Use — grocery store & 100 workforce rental housing units. *Similar project recently designed by team. Not an actual rendering of this proposal. Option #2 would include one level of underground parking accessible from the adjacent Swan Parking Facility, New Pioneer Food Co -Op at street - level, and 100 units of workforce rental housing on floors 2 -6. All floors would have the same floor plate, roughly equal to the parcel size. The benefit of this option is the reduced cost of constructing a wood -frame structure instead of the post- tension concrete necessary for high -rise construction. Sherman Associates estimates the cost of this development proposal to be approximately $25.5 million, or $177 per square foot. We have identified $19.01 million in private hard funding sources; which leaves a gap of $6.47 million that must be filled by soft sources. TIF, EZ Credits and Land Contributions are estimated to fill the gap and make the project financially viable. A more detailed breakdown of financing sources and amounts is provided In Section 9 and Attachment A4. Conclusion: Both of the development scenarios proposed by Sherman Associates are of mixed -use nature and will contribute to the City's goal of drawing people downtown. The workforce housing, New Pioneer co -op, renovation of the adjacent park, and potential office space are mutually- supporting and provide synergies for users of the site and the neighborhood. These uses also have varying peak traffic hours and will generate constant activity at and around the site throughout the day. Both versions of the proposed urban density development achieve the City's goal of converting this underutilized property into an economically productive extension of Iowa City's busy downtown area. 9a) Organization and Management Approach PT ENUOMME2 aA Organization and Management Approach Sherman Associates and the development team have a track record of successfully bringing mixed use development projects to market. Our achievement is driven by three key competencies, identified below: Effective Public- Private Partnerships: The development team recognizes local governments as critical partners in the development process. Through coupling the expertise of the development team with the local knowledge of government entities we create measurable impact within communities. This impact is clearly illustrated in our Heritage Park project. Sherman Associates, ESG Architects and the Minneapolis Public Housing Authority partnered to create a mixed use development that incorporates housing, a memory care facility and public space. The development has a contemporary design and brings and brings a needed service to the community. See section 6 for a brief project summary. Effective communication and partnership between the development team and a local government entity enabled a successful project. The knowledge and experiences gained from this partnership, as well as others, will be brought to the College I Gilbert Street project. Complex Financing: Sherman Associates has the ability to secure and manage a variety of complex funding sources. We have extensive experience in TIF, LIHTC, Historic TC, New Market Tax Credits, HUD Mortgages, Energy Rebates, and Enterprise Zone Credits. Our Riverside Plaza rehabilitation project has 17 sources that must be managed. Sherman Associates brings this experience, as well as strong relationships with financial institutions, to the College I Gilbert Street project. Thoughtful Design and Quality Construction: The development team has been recognized for their innovative and functional designs. In 2010 the development team won a 'Best of the Decade" award from the Minneapolis /St. Paul Business Journal for the Midtown Exchange /Chicago Lofts project. This mixed use development is highlighted in section 6. We have experienced construction professionals on staff to ensure quality and timely delivery. Effective communication with stakeholders allows us to implement cost saving mechanisms while ensuring the aesthetic and functional appeal of the project. The development team has demonstrated the ability to deliver mixed use products similar to what is proposed at the CollegelGilbert Street site. This is a result of an organizational /management approach that values communication and places a premium on accountability and delivery. mob •ni 9b) Project Schedule for Completion PmDO(EN HOTTOVOWQ M FOURS HCOM EMUOMBUO Proiect Schedule for Completion It is anticipated that that the project will be completed within 18 -24 months following the property acquisition A detailed construction schedule will provided at a later date. 9c) Mid - American Energy Property pmDO(E N HOTTOVOWQ M FOURS HCOM EMUOMBUO MidAmerican Energy Property This proposal includes the MidAmerican Energy Property in the development. 9d) Financing Plan Financing Plan Option #1: Mixed Use — grocery store, Class A office space, and 132 workforce rental housing units Please see Attachment A4 - Proforma: Option # 1 Option #2: Mixed Use — grocery store and 100 workforce rental housing units Please see Attachment A5 - Proforma: Option # 2 9e) Prospective Purchasers or Tenants Prospective Purchasers or Tenants Grocery Store ti 44 PIp� R toad Co'0'p P W* produced foods. Sherman Associates has executed an LOI (Attachment A6: New Pioneer LOI) with the local New Pioneer Food Co -Op to anchor the project's entire first floor. New Pioneer is a business cooperatively owned by its customers with the mission to serve the needs of its members and to stimulate the local agricultural production of natural and organic foods. They do so by providing a market for such foods in a full - line grocery setting. New Pioneer emphasizes quality, fair prices, and product information. As an environmentally and socially responsible member of the Iowa communities they serve, New Pioneer's goal is to provide consumers with healthy food and educate the public on the benefits of buying organically and locally- If Sherman Associates is selected as the site Developer, New Pioneer is prepared to finalize terms of Purchase Agreement. They indicate having the financial capacity to move forward, and have stressed their desire to relocate into this bigger space closer to the downtown core. More information on New Pioneer Food Co -Op can be found on their website at: www.newpi.coop. Potential Office Space As part of the 12 -story mixed -use development proposal, Sherman Associates would construct 24,750 square feet of Class A office space on the building's second floor. This space is a direct response to indications that City departments are looking for nearby expansion space. If office space is to be included in the development, Sherman Associates would require the City to purchase the second floor as a condominium unit and participate in development costs on a pro -rata basis. On a preliminary basis, we anticipate that the cost to the City would be approximately $5,600,000 related to this space. 9f) Marketing Approach Marketing Approach Sherman Associates' approach to marketing new construction properties in lease up involves an extensive review of the surrounding neighborhood and the potential competition in conjunction with staffing and external advertising review. Prepared marketing budgets include but are not limited to: • Brochures and other Marketing Materials • Internet Listing Services • Office Setup and Staffing Costs • Open House Events • Referral Services • Site Signage A full marketing plan and expected schedule of lease up with standard goals is created to all state and local requirements for lease up completion. Sherman Associates' marketing staff works closely with compliance, regional management and executive management to assure that this plan is executed and all deadlines are delivered by their expected dates. Specific to 1 :t Floor Retail: New Pioneer and Sherman Associates have executed an LOI for the entire first floor of the project. Specific to Potential 2nd Floor Office: If the 13 -story mixed -use proposal is selected, the City would be responsible for securing a user to purchase the 2 "d floor condominium unit before Sherman Associates begins construction of the project. 9g) Purchase Price Proposed Purchase Price Option #1: Mixed Use — grocery store, Class A office space, and 132 workforce rental housing units. City Land Acquisition Cost: $1,000,000 Mid - American Land Acquisition Cost: $500,000 approximate appraised value City land Contribution: ($1,000,000) Total Land Costs: $500,000 Utility Relocation: $950,000 Total Purchase Price: $1,450,000 Option #2: Mixed Use — grocery store and 100 workforce rental housing units. City Land Acquisition Cost: $1,000,000 Mid - American Land Acquisition Cost: $500,000 approximate appraised value City land Contribution: ($500,000) Total Land Costs: $1,000,000 Utility Relocation: $950,000 Total Purchase Price: $1,950,000 9h) Gap Financing p *EN Gap Financing Option #1: Mixed Use — grocery store, Class A office space, and 132 workforce rental housing units. Total development cost: $50,115,746 Name of Source Type Amortization Rate Amount First Mortgage Loan 40 4% $ 19,000,000.00 TIF Other $ 5,600,000.00 Owner Equity Owner Equity $ 6,050,000.00 Grocery Store Source $ 4,500,000.00 City Office Source $ 5,600,000.00 EZ Tax Credit Equity $ 1,607,760.00 EZ Sales Tax Rebate $ 366,759.90 City Land Contribution $ 1,000,000.00 Gap $ 6,391,225.82 $ 50,115,746.00 We have identified $35,150,000 in hard funding sources toward this development, leaving $14,965,746 that must be filled by soft sources. TIF, EZ Credits and Land Contributions have been estimated at $8,574,519.90; after which, a financing gap of $6,391,225.82 remains to be identified. Potential sources to fill this gap include New Market Tax Credits, Community Development Block Grants and HOME Funds; all of which Sherman Associates has experience working with. Option #2: Mixed Use — grocery store and 100 workforce rental housing units. Total development cost: $25,487,809 Name of Source Type Amortization Rate Amount First Mortgage Loan 40 4% $ 13,250,000.00 TIF Other $ 4,600,000.00 Owner Equity Owner Equity $ 1,492,473.82 Grocery Store Source $ 4,270,964.84 EZ Tax Credit Equity $ 1,218,000.00 EZ Sales Tax Equity $ 156,370.50 City Land Contribution $ 500,000.00 $ 25,487,809 We have identified $19,013,438.66 in private hard funding sources and $6,474,370.50 of soft funding sources. It is estimated that TIF, EZ Credits and Land Contributions are estimated to provide the $6,474,370.50 of funds necessary for the project. Section 10 - Litigation Logo a 82ooR Sherman Associates, Inc. & Affiliates 1. Sherman Associates, Inc. (the "Company') and its affiliate, River Point West LLC, were named as a defendant in a lawsuit by Hubbell Terminal Corporation ( "Hubbell "). The lawsuit claimed that the Company breached its obligations under a purchase agreement. The parties settled the matter and the Company will pay Hubbell $690,000.00 over three (3) payments. 2. Midtown Lofts LLC ( "Midtown "), an affiliate of the Company, filed an Amended Demand for Arbitration dated January 12, 2011, in connection with the failure of sprinkler pipes and a domestic water line at the Midtown Lofts Project, Minneapolis, Minnesota. Midtown alleged that Kraus - Anderson Construction Co. and its subcontractors ( "KA ") negligently designed and constructed the Project. KA counterclaimed that Midtown and other Company affiliates, Printers Row LLC, 9`h Street Lofts LLC, Sibley Court Limited Partnership and Sibley Park Limited Partnership withheld payments due to KA under contracts relating to projects owned by such affiliates because of the alleged defects at the Project. The matters settled and Midtown received a payment of $390,000. The Company and the affiliates agreed to make a payment of $100,000 in equal installments of $10,000 commencing December 1, 2011 and continuing on the 1" day of each month until paid. 3. The Company and its affiliates, Chicago Lofts, LLC ( "Chicago ") and SA Midtown Exchange Apartments Limited Partnership ( "Midtown Limited Partnership ") filed a lawsuit against Ryan Companies US, Inc. (`Ryan ") on March 13, 2012, to seek recovery of damages in connection with certain operating budgets provided by Ryan for the Chicago and Midtown Limited Partnership Projects located in Minneapolis, Minnesota. The suit alleges that after development was complete, Ryan provided operating budgets that were substantially higher than those delivered during acquisition and development of the Projects. The parties are currently in discussions to mediate a settlement of the dispute. 4. The Company and its affiliates are parties to property tax challenges on an annual basis. 5. The Company and its affiliates are also involved in unlawful detainer actions on a regular basis for residential and commercial tenants. Section 11- References Mike Raarup US Bankcorp 800 Nicollet Mall, 3rd Floor Minneapolis, MN 55402 michael.raarup@usbank.com 612 - 303 -3586 Ken Dayton Oak Grove Capital — Executive Vice President 2177 Youngman Avenue - Suite 100 St. Paul, MN 55116 ken.dayton@oakgrovecap.com 763 - 656 -4565 Matthew A. Anderson City of Des Moines — Assistant City Manager 400 Robert D. Ray Drive Des Moines, IA 50309 515- 283 -4141 Noel Anderson Community Planning & Development Director City of Waterloo 715 Mulberry Street Waterloo, IA 50703 319 - 291 -4366 Bruce Berger Senior Manager, Development Community Planning & Economic Development City of Davenport 226 W. 4th Street Davenport, IA 52801 563- 325 -6706 Section 12 - Organizational Aptitude (10'T anh.Vom a0 AP202uda Many of the development team's experience and competencies have been discussed throughout this proposal. Below are a few of the unique capabilities, resources, and assets Sherman Associates will bring to this project: Unique Aspects of Our Team: • Successful track record of creating public /private partnerships to revitalize high priority neighborhoods. • Substantial mixed -use development experience. • In -house Construction Management team (Craftsman Construction) to oversee project planning and the entire construction process; including hiring of a General Contractor and Subcontractors. • Confluence, a local Iowa City landscape architectural firm, is part of the development team and would renovate the adjacent city park as an amenity for the entire neighborhood. • The project energy consultant served as Project Manager for the Iowa Utilities Board /Office of Consumer Affairs Office Building, which was named a 2012 AIA COTE Top Ten project. • A member of Sherman Associates' Project Management team was part of a group that won the National Developer of the Year award from NAIOP. Select Awards 2012 Best in Real Estate: Multifamily Development or Redevelopment — Riverside Plaza Minneapolis /St. Paul Business Journal 2011 Capstone Award: Multifamily — Grand Boulevard Lofts Kansas City Business Journal 2011 Lifetime Achievement Award — George Sherman Minneapolis /St. Paul Business Journal 2010 Property Excellence Award: Affordable Housing 101+ Units — Midtown Exchange Minnesota Multi Housing Association 2009 Best of the Decade — Midtown Exchange Minneapolis /St. Paul Business Journal 2008 Development of the Year — Syndicate Trust City of St. Louis 2008 Top Projects — Zenith Condominiums / aloft Hotel Finance & Commerce 2007 Best Historic Rehabilitation & Readers Choice Award — Midtown Exchange & Chicago Lofts Affordable Housing Finance Magazine 2006 Project of the Year: Adaptive Reuse — Midtown Exchange Apartments & Chicago Lofts Multifamily Executive Awards 2005 Best Smart Growth Community Up to 150 Units — Waterstreet Brownstones Professional Builder Magazine Section 13 - Submittal Signature Form pry pm a� zubm'ffla0 RDTM Please see Attachment A7: Proposal Submittal Form. Al - Signed Letter of Interest sherman ASSOCIATES September 27, 2012 City Cleric, City Hall 410 East Washington Street Iowa City, Iowa 52240 Re: Private Developer Proposal for the College St / Gilbert St Northeast Corner Site Dear Iowa City Staff, Sherman Associates Inc., ESG Architects, Craftsman Construction, Confluence Landscape Architects and the Weidt Group are pleased to submit the enclosed proposal in response to Iowa City's College St / Gilbert St Northeast Corner Site RFP. The enclosed material demonstrates our team's experience and ability to deliver a product that is in line with the City's goal of an urban, downtown - density development. We offer two options; a thirteen -story mixed -use grocery / office / apartment building, or a six story mixed -use grocery / apartment building. Both options result in a more vibrant streetscape and quality housing for Iowa City residents. Our team possesses three key competencies that will enable us to deliver this product on time and on budget: Effective Public- Private Partnership: The development team recognizes local governments as critical partners in the development process. Through the coupling of expertise and through effective communication we create measurable impact within communities. Thozl&h l Design and Quality Construction: The development team has experienced design and construction professionals on board to ensure quality and timely delivery. Effective communication with stakeholders allows us to create innovative and aesthetically appealing buildings while ensuring that budgets are held. a Complex Financing: Sherman Associates has the ability to secure and manage a variety of complex funding sources. We bring our experience, as well as strong relationships with financial institutions, to the College / Gilbert Street project. Our development team is excited about the possibility of partnering with Iowa City to develop this underutilized parcel into a building that demonstrates the vibrancy of the downtown district. Thank you for the opportunity to submit this proposal. We look forward to answering any questions you may have through the selection process. Sincerely, A George Sherman President/Owner Sherman Associates, Inc. 233 Park Avenue South. Suite 201, Minneapolis, MN 55415 fl Tel 612- 332 -3000 Fax: 612- 332 -81 19 • v .sherman- associates.com Sherman Associates is an Equal Opportunity Employer A2 - Floor Plans: Option # 1 C C C C N O � N (6 O U N (n dO M N r (6 F N N a y U (6 aw F C C a gm 3m N O � N (6 O U N (n dO M N r (6 F N N a y U (6 aw co o co w o a� go d I o Po O N U 0 — - - - O B O b U O F Q v Y (6 r 0 � W �ry 0 X691 0 -.91 0- 0 -.0 N O � N (6 O U N (n dO M N r (6 F N N a y U (6 aw 133HIS IH38110 H1f10S I I N O � N — (6 O U N (n dO M N r C (6 m d V N « > L J V (n W H W W H N W Ci W J J U H N W N O N d (6 O U N (n dO M N r C (6 a m J U N N U (6 Q N C7 N w I I N O N d (6 O U N (n dO M N r C (6 UU N O U N N � N J W N O � N (6 O U N (n dO M N r y U C N �p a� M m C7 J W N O N d (6 O U N (n dO M N r � U am N � U a m C7 � N J W v v U C O V C O 3 O ot p T V u 3 � O O — a v v v X WE v v m v O V c v LIP N 0 O N N v L E v O. C) M C u v L i Q M w Y O O c a 0 h ri h N U C C Y � � d ot ot LL V N tD V N tD V N tD V N tD V N tD V N tD V N tD V N tD V N tD V N tD N W V Ol N M CL N N tD N tD N tD N tD N tD N tD N tD N tD N tD N tD N CO CO M O CO N u U CO r N � M V1 w Q v N v N LL M l7 u Vt ti V Ot U N M N E V � c T T Y v N v N U d LL M V` Q � N Ot lD N O Vl Lr N O r Vl N tD N N N tD N N N tD N N N tD N N N tD N N N tD N N N tD N N N tD N N N tD N N N tD N N N co N M M N N Ol N i E c v c v c v c v c v c v c v c v c v c v c v C CL E O o a v v v v v v v v v v v u O d N N M V N tD W Ot N N N N J J J G J J J J J J J J J J J J N 0 O N N v L E v O. C) M C u v L i Q M w Y O O c a 0 h ri h N U C A3 - Floor Plans: Option # 2 C C C C N O � N (6 O U N (n dO M N r (6 F N N a y U (6 aw F C C a gm 3m N O � N (6 O U N (n dO M N r (6 F N N a y U (6 aw co o co w o a� go d I o Po O N U 0 — - - - O B O b U O F Q v Y (6 r 0 � W �ry 0 X691 0 -.91 0- 0 -.0 N O � N (6 O U N (n dO M N r (6 F N N a y U (6 aw Y ¢ a Z N u W Z_ W Y J � as O LL 0 ft I I I U O 4 N > O wJ V 133HIs IH38l10 H1nos m ai m O l0 � s � U E 0 N E N C � O N l0 N C U O � � N d O U > N O C_ � O N N E o -O T C � O (Q N N N d U U U d O C N ¢ O mN (n W N C m � N C � a 10 0 a y W W W J � J _ O U N w O N E ❑::::= O > mom - I N �rj I 0 V 133HIs IH38l10 H1nos m ai m O l0 � s � U E 0 N E N C � O N l0 N C U O � � N d O U > N O C_ � O N N E o -O T C � O (Q N N N d U U U d O C N ¢ O mN (n W N C m � N C � a 10 0 a y W W W J � J _ O U N w m ai m O � l0 � L � U � l0 N E N C � O N � C U l0 O N (6 C C � NOM C 0 Nr N N -O T C � � m N J m 0 � N N C NN m � W � N C � Y a ° x N I III C,LS U Iro _ CO) N W ¢ro LL r 3 0 010 U m � ucm m BLS 0- 1S 0 59l 0 m ai m O � l0 � s � U l0 N N � o N C N N N l0 �N C U QO N O mM d N N � > N N -O � C � O N N �p U > O C mN m N J W 0 N O ry N C m m C 0 0 � O a y CC) C LL 0 O 0 u v 0 a v v v X WE 3 0 T V 3 0 v i m v O V c v u N 0 O N N v L E v O. C) M C U v L i Q M w Y U O O Ol C O O h ri h N U C Y � � U d C � O O O O O 00 N LL N N N N N V1 z tD tD tD tD tD O N N N N N CO LL M � CL Q N N V N Ot 00 V N Ot 00 V N Ot 00 V N Ot 00 V N Ot 00 N M M LL u Vl .ti v V Ol � v ri N M v N E 0 v � c m m Y v N v N U d LL �o vi m m m m m N :°. H v v co co co co 06 v vUi c Y CL U dl o � U v p u U v v U v v U v v U v v U v v ti J J J G J J J J J N 0 O N N v L E v O. C) M C U v L i Q M w Y U O O Ol C O O h ri h N U A4 - Proforma: Option # 1 College I Gilbert Street Site -Post Tension Concrete Development Proforma A. Project Description Project Name: College I Gilbert Street Site - Post Tension Concrete Address: College & Gilbert Street City, State: Iowa City, Iowa B. Site & Structure Information 1. SITE INFORMATION a. Total Site Area SF: b. Legal Description: 2. BUILDING INFORMATION Existing Buildings: Year Built: Zipcode County Acres: Density: unitslacre Bldg Square Feet: Type of Construction: Types of Structures Housing Space: Type of Building '(1) Number of Buildings '(2) Number of Stories Number of Units Gross Sq. Feet New Construction E 1 13 132 199,223.00 Rehabilitation 20 550 $ 825 $ 16,500 Total Housing: 1 13 132 1 199,223 Non-Housing Space: Administration 850 $ 1,275 $ 117,300 Community Space 322.0 MR Common Area 20 1,150 $ 1,725 $ 34,500 Total Hon - Housin r 0 0 0 90.0 Total Space: 1 13 132 199,223 (1). Week up (WU), Townhomes (TH), Elevator (E), Single Family (SF), Duplex(DF). (2). Total number of residential structures, excluding detached garages and detached accessory buildings. II. Development Information A. Rent Matrix Unit Type MR TC #Beds Number of Units Unit Size S Ft Monthly Rent Gross Monthly Rent Potential Tenant Utilities Monthly TenantRent Rent Restriction %AMI ) Income Restriction (%AMI) Total Rental Rooms MR OBR 20 550 $ 825 $ 16,500 $ 16,500 70.0 MR 1BR 92 850 $ 1,275 $ 117,300 $ 117,300 322.0 MR 2BR 20 1,150 $ 1,725 $ 34,500 $ 34,500 90.0 $ $ $ Units: 132 112,200 $ 168,300 Total Rental Income (mo): per tea floor 12 10200 $ 2,019,600 Total Rental Income (yr): Total Rooms: 482.0 averave sf 850.00 $1.50 PSF B. Commercial & Parking 1. Commercial Space sf $ /psf /yr $ - Total Commercial Revenue 2. Parking Spaces Surface quantity $0.00 $ rent/mo Underground Garages 69 quantity 1 70.00 $ rent/mo Garage (individual) quantity $0.00 $ renf/mo $ 57,960 $ 57,960 Total Parking Revenue Proforma Page 1 of 8 A. Annual Income 1. RENTAL INCOME a. Rental Income Potential b. Commercial Income Potential c. Parking Rent Potential Total Rental Income 2. OTHER INCOME a. Tenant Fees (specify) b. Laundry Income c. Forfeited Security Deposits d. TIF Income e. Misc. Income College I Gilbert Street Site -Post Tension Concrete Development Proforma $ per unit $ per unit $ per unit 1a. 2,019,600 16. - 1 c. 57,960 Total Rental Income Potential $ 2,077,560 2a. 26. 2c. 2d. 2e. Total Other Income $ 3. RENTAL LOSS a. Rental Vacancy 5% 3a. $ 100,980 b. Commercial Vacancy 5% 3b. - c. Parking Vacancy 5% 3c. 2,898 d. Other Income Vacancy 5% 3d. - e.RentConcessions $ - 3e. f. Bad Debt $ - 3f . g. Other Loss: (specify) $ 3g. Total Rental Loss $ 103,878 4. TOTAL REVENUE 1. Rental Income $ 2,077,560 2. plus: Other Income $ - 3. less: Rental Loss $ 103,878 Total Revenue $ 1,973,682 B.Expenses 1. ADMINISTRATIVE EXPENSES a. Advertising / Marketing 150 $ /per unit 1 a. 19,800 b. Management Fee 16. 104,264 $ Per Unit Per Month Fee: $66 Total Revenue: 5.28% c. Legal d. Auditing e. Bookkeeping/ Accounting f. On -Site Management Salary g. Telephone h. Other: (s 2. MAINTENANCE EXPENSES a. Elevator Maintenance / Contract b. Exterminating c. HVAC Repair Services d. Other Contract Services e. Maintenance & Janitorial Supplies f. Grounds Maintenance g. Snow Removal h. General Repair Services i. Paint / Decorating Materials j. Maintenance & Janitorial Payroll k. Other: (specify) I. Other: (specify) 3. UTILITIES a. Water b. Sewer c. Trash d. Gas & Oil e. Electricity 1 c. 12,000 Id. 10,000 le. 6,000 1f. 75,000 1 g. 3,000 1 h. Total Administrative Expenses $ 230,064 2a. 8,000 2b. 2c. 8,000 2d. 2e. 12,500 2f. 5,000 2g. 5,000 2h. 50,000 2i. 35,000 2j. 55,000 2k. 21. Total Maintenance Expenses $ 178,500 3a. 7,000 36. 12,000 3c. 10,000 3d. 18,000 3e. 25,000 Total Utilities $ 82,000 Proforma Page 2 of 8 College I Gilbert Street Site -Post Tension Concrete Development Proforma 4. TAXES, RESERVES & ESCROWS a. Insurance 4a. 20,000 b. Real Estate Taxes $ Per Unit $ 2,310.61 46. 305,000 c. Replacement Reserves $ Per Unit $ 200.00 4c. 26,400 d. Miscellaneous Reserves $ Per Unit 4d. Total Taxes, Reserves, & Escrows $ 351,400 5. OTHER EXPENSES a. Security Expense 5a. 5,000 b. Support Services (specify) 5b. c. Tax Credit Monitoring Fees 5c. d. Mortgage Insurance Premium (MIP) 5d. e. Other (specify) 5e. (.Other (specify) 5f. Total Other Expenses 6. TOTAL EXPENSES 1. Administrative Expenses 1. 230,064 2. Maintenance Expenses 2. 178,500 3. Utilities 3. 82,000 4. Taxes, Reserves & Escrows 4. 351,400 5. Other Expenses 5.1 5,000 Total Operating Expenses $ 846,964 $ 6,416 Expense Per Unit C. Net Operating Income A. Annual Income A. 1,973,682 B. Operating Expenses B.1 846,964 Net Operating Income $ 1,126,718 Per Month; $ 93,893 Per Unit (yr)r $ 8,536 Per Unit (me): $ 711 Proforma Page 3 of 8 College I Gilbert Street Site -Post Tension Concrete Development Proforma A. Income Available for Debt Service 1. Supportable Mortgage Based on Stabilized NOI NOI $ 1,126,718 Debt Coverage Ratio 1.15 NOIAVailable for Debt Service $ 979,754 2. Other Amortized Subordinated Debt Annual Debt Lender Principal Rate Term Amortization Term Service Total Subordinated Debt Service $ 3. Total Net Operating Income Available for Debt Service less Total Subordinated Debt $ 979,754 B. Maximum Mortgage Calculations 1. Mortgage Based on Income Approach a. First Mortgage Terms Rate: 3.50 % Term: 40 Amortization: 40 Mile. 0.50 b. Debt Service Factor Debt Constant; 0.04649 Debt Constant with MIP 0.05149 c. Annual Fee Fee Type: Maximum Supportable Mortgaged Based on NOI. $ 19,029,180 Per Unit. $ 144,160 2. Mortgage Based on Loan to Value a. Cap Rate 6.00 b. Capped NOI $ 18,778,627 c. Loan to Value 80 Maximum Supportable Mortgaged Based on LTV.' $ 15,022,900 Per Unit. $ 113,810 3. Mortgage Based on Loan to Cost a. Total Development Cost $ 50,115,746 b. less: Commercial Construction $ 8,103,550 $ 42,012,196 c. 86% of Housing Development Cost $ 36,130,488 4. Negotiated Mortgage Maximum mortgage based on LTC. $ 36,130,488 Per Unit. $ 273,716 Selected Mortgage Amount. $ 19,000,000 Per Unit. $ 143,939 Proforma Page 4 of 8 College I Gilbert Street Site -Post Tension Concrete Development Proforma A. Development Costs Eligible Basis 1. Acquisition /Refinance a. Acquisition Cost b. Legal Fees c. Existing Structures d. Other: 2. Site Work a. On -site Work b. Off -Site Work for Utility /Paving Extension c. Demolition d. Garages (not included in rent) e. Parking (not included in rent) f. Landscaping g. Other: Utility Relocation 3. Construction a. New Building Residential b. New Building Grocery c. New Building City Office d. New Buiding Parking Garage e. Other: Total Cost 30% 70% Historic 1,500,000 Total AcquisitionlRefinance 1,500,000 - - - P, w¢ $ Gross Construction f. Community Service Facility g. General Requirements /Conditions idyross h. Builder Overhead idyross i. Builder Profit %d grass j. Builder Bond Fee 200,000 k. Construction Supervision Net Construction I. Construction Contingency 4.00% m. Design Contingency 50,000 n. Other: Less EZ Sales Tax Rebate 100,000 Less Energy Rebate Less Builders Eligible Basis Reduction Subtotal Site Work & Construction Per Unit (Exclude Commercial) Per Unit Total Site Work 185,232.27 24,450,660 4,909,450 3,194,100 1,975,600 $39,674,77257 $300,566.46 Per sf $199.15 $239,175.93 4. Professional Fees a. Architect Fees - Design b. Architect Fees - Supervision Total Amhdect. $800,000 /d 'k 2 02% c. Engineer Fees d. Attorney Fees (Real Estate) e. Accountant Fees f. Other: g. Other: Total Professional Fees 5. Interim Costs a. Construction Interest b. Construction Loan Origination Fee c. Construction Loan Inspection d. Taxes During Construction e. Water, Sewer and Impact Fees f. Other: Hazard and Liability Insurance Total Interim Costs 600,000 200,000 50,000 100,000 ' 950,000 1,000,000 75,000 1,075,000 Proforma Page 5 of 8 College I Gilbert Street Site -Post Tension Concrete Development Proforma 6. Financing Fees & Expenses a. Bond Premium h. Bond Costs c. Credit Report d. Cost of Issuance e. Permanent Loan Origination Fee f. Permanent Loan Credit Enhancement g. Attorney's Fees h. TIF Fee i. Title and Recording j. Mortgage Insurance Premium k. Other: HUD Application /Exam Fees I. Other: HUD Inspection Fees 7. Soft Costs a. Property Appraisal h. Market Study c. Environmental Report d. Survey e. Rent -Up Marketing f. Tax Credit Application Fees g. Tax Credit Compliance Fee h. Tax Credit Reservation Fee i. 8609 Fee j. Cost Certification /Accounting Fees k. Permanent Relocation Expenses I. Temporary Relocation Expenses m. Furnishings and Equipment n. Capital Needs Assessment Report o. Legal p. Other: q. Other: 8. Syndication Costs a. Bridge Loan Fees and Expenses h. Organizational (Partnership) c. Tax Opinion d. Other: 9. Developers Fees a. Developer Fee h. Developer Overhead c. Consultant Fee d. Other: 10. Project Reserves a. Working Capital h. Operating Deficit Reserve c. Escrows d. Other: Total Financing Fees & Expenses Total Soft Costs Total Syndication Fees %d TnC 9 99%1 4,550,000 Total Developer's Fees 1 4,550,000 984,000 479,973 Total Project Reserve 1 1,463,973 Total Development Gosts $ 50,115,746 per unit, $ 379,665 persgft: $ 252 (exclude commercial) per unit: $ 247,589 C. Total Basis for Tax Credits Total Basis for Tax Credits $ per unit. $ persgft. $ Total Development Costs less: Project Reserves $ 50,115,746 1,463,973 $ 48,651,773 Proforma Page 6 of 8 30% 70% Historic Total. $ $ $ per unit., $ - $ - $ - persgft: $ - $ - $ - Proforma Page 6 of 8 College I Gilbert Street Site -Post Tension Concrete Development Proforma A. Sources of Funding 1. Negotiated Mortgage Amount: $ 19,000,000 Name of Source Type Amortization Rate Amount Per Unit Notes First Mortgage Loan 40 4% $ 19,000,000.00 143,939 TIF Other $ 5,600,000.00 42,424 Owner Equity Owner Equity $ 6,050,000.00 45,833 Grocery Store Source $ 4,500,000.00 34,091 City Office Source $ 5,600,000.00 42,424 EZ Tax Credit Equity $ 1,607,760.00 12,180 EZ Sales Tax Rebate $ 366,759.90 2,778 City Land Contribution $ 1,000,000.00 7,576 Gap $ 6,391,225.82 48,418 $ 50,115,746 I $ 379,665 Gap: positive I (negative) $ Proforma Page 7 of 8 TIF Analysis Residential Value Per Unit Residential Class Rollback Commercial Value Commercial Class Rollback Tax Rate Current Tax Capacity Residential Value $ 15,180,000 $ $ 115,000 50.75% 90% of sale 0.03949917 0 Roll Back Taxes Generated 7,704,123 $ 304,306.47 Commercial Value Roll Back Taxes Generated $ 4,050,000 $ 4,050,000 $ 159,971.64 Total Taxes Generated $ 464,278.11 Value Added $ 464,278 less 10% Admin $ 417,850.30 DCR 1.15 $ 363,348.09 $5,676,252.87 Max Payment Max TIF Mortgage A5 - Proforma: Option # 2 College I Gilbert Street Site - Wood Frame Development Proforrna Project Name: College I Gilbert Street Site - Wood Frame Address: College & Gilbert Street Zipcode 52240 City, State: Iowa City, Iowa County B. Site & Structure Information 1. SITE INFORMATION a. Total Site Area SF: Acres: Density: mitslacre b. Legal Description: 2. BUILDING INFORMATION Existing Buildings: Year Built: Bldg Square Feet: Type of Construction: Types of Structures Housing Space: Type of Building "(1) Number of Buildings •(2) Number of Stones Number of Units Gross Sq. Feet New Construction E 1 6 100 144,035 Rehabilitation 15 550 $ 825 $ 12,375 Total Housin 1 6 100 144,035 Non-Housing Space: Administration 850 $ 1,275 $ 89,250 Community Space 245.0 MR Common Area 15 1,150 $ 1,725 $ 25,875 Total Non- Housin 0 0 1 0 67.5 Total Space: 1 6 1 100 144,035 (1). Walk-up (WU), Townhomes (TH), Elevator (E), Single Family (SF), Duplex (DF). (2). Total number of residential structures, excluding detached garages and detached accessory buildings. 11. Development Information A. Rent Matrix Unit Type MR TC # Beds Number of Units Unit Size S Ft Monthly Rent Gross Monthly Rent Potential Tenant Utilities Monthly Tenant Rent Rent Restriction %AMI Income Restriction (%A 1) Total Rental Rooms MR OBR 15 550 $ 825 $ 12,375 $ 12,375 52.5 MR 1BR 70 850 $ 1,275 $ 89,250 $ 89,250 245.0 MR 2BR 15 1,150 $ 1,725 $ 25,875 $ 25,875 67.5 $ $ $ $ Unitscl 100 1 85,000 1 $ 127,220J Total Rental Income (mot: per res floor 20 21250 1 $ 1,530,000 Total Rental Income (yr): Total Rooms: 1 365.0 averave sf 850.00 $1.50 PSF B. Commercial & Parking 1. Commercial Space at $ /psf/yr $ - Total Commercial Revenue 2. Parking Spaces Surface Underground Garages Garage (individual) quantity $0.00 $ rent/mo 56 quantity $70.00 $ rent/mo quantity $0.00 $ rent/mo $ 47,040 $ 47,040 Total Parking Revenue Proforma Page 1 of 8 1. RENTAL INCOME a. Rental Income Potential b. Commercial Income Potential c. Parking Rent Potential Total Rental Income 2. OTHER INCOME a. Tenant Fees (specify) b. Laundry Income c. Forfeited Security Deposits d. TIF Income e. Misc. Income College I Gilbert Street Site - Wood Frame Development Proforrna $ per unit $ per unit $ per unit 1 a. 1,530,000 1 b. 1 c. 47,040 Total Rental Income Potential $ 1,577,040 2a. 2b. 2c. 2d. 2e. Total Other Income $ 3. RENTAL LOSS a. Advertising / Marketing 150 $ /per unit a. Rental Vacancy 5% b. Management Fee 1b. 3a. $ 76,500 b. Commercial Vacancy 5% Total Revenue: 5.01 3b. - c. Parking Vacancy 5% d. Auditing 1 d. 3c. 2,352 d. Other Income Vacancy 5% F On -Site Management Salary 1f. 3d. g. Telephone e. Rent Concessions $ - h. Other: (specify) 1h. 3e. F Bad Debt $ - 2. MAINTENANCE EXPENSES 3f.� a. Elevator Maintenance /Contract g. Other Loss: (specify) $ - b. Exterminating 2b. 3g. c. HVAC Repair Services 2c. Total Rental LOSS $ 78,852 4. TOTAL REVENUE e. Maintenance & Janitorial Supplies 2e. 1. Rental Income $ 1,577,040 5,000 2. plus: Other Income $ - h. General Repair Services 3. less: Rental Loss $ 78,852 2i. 25,000 Total Revenue $ 1,498,188 40,000 1. ADMINISTRATIVE EXPENSES a. Advertising / Marketing 150 $ /per unit 1 a. 15,000 b. Management Fee 1b. 75,000 $ Per Unit Per Month Fee: $63 Total Revenue: 5.01 c. Legal 1c. 10,000 d. Auditing 1 d. 8,000 e. Bookkeeping /Accounting 1 e. 5,000 F On -Site Management Salary 1f. 60,000 g. Telephone 1 g. 3,000 h. Other: (specify) 1h. TotalAtlminisfrafive Expenses $ 176,000 2. MAINTENANCE EXPENSES a. Elevator Maintenance /Contract 2a. 5,000 b. Exterminating 2b. c. HVAC Repair Services 2c. 5,000 d. Other Contract Services 2d. e. Maintenance & Janitorial Supplies 2e. 10,000 F Grounds Maintenance 2f. 5,000 g. Snow Removal 2g. 5,000 h. General Repair Services 2h. 35,000 i. Paint / Decorating Materials 2i. 25,000 j. Maintenance & Janitorial Payroll 2j. 40,000 k. Other: (specify) 2k. I. Other: (specify) 21. Total Maintenance Expenses $ 130,000 3. UTILITIES a. Water 3a. 12,000 b. Sewer 3b. 8,000 c. Trash 3c. 7,000 d. Gas & Oil 3d. 12,000 e. Electricity 3e. 20,000 Total Utilities $ 59,000 Proforma Page 2 of 8 A. Annual Income A. 1,498,188 B. Operating Expenses B. 640,000 Net Operating Income $ 858,188 Per Month: $ 71,516 Per Unit (yr): $ 8,582 Per Unit (me): $ 715 Proforma Page 3 of 8 College Gilbert Street Site - Wood Frame Development Proforrna 4. TAXES, RESERVES & ESCROWS a. Insurance 4a. 20,000 b. Real Estate Taxes $ Per Unit $ 2,300.00 4b. 230,000 c. Replacement Reserves $ Per Unit $ 200.00 4c. 20,000 d. Miscellaneous Reserves $ Per Unit 4d. Total Taxes, Reserves, & Escrows $ 270,000 5. OTHER EXPENSES a. Security Expense 5a. 5,000 b. Support Services (specify) 5b. c. Tax Credit Monitoring Fees 5c. d. Mortgage Insurance Premium (MIP) 5d. e. Other (specify) 5e. f. Other (specify) 5f. Total Other Expenses 6. TOTAL EXPENSES 1. Administrative Expenses 1. 176,000 2. Maintenance Expenses 2. 130,000 3. Utilities 3. 59,000 4. Taxes, Reserves & Escrows 4. 270,000 5. Other Expenses 5. 5,000 Total Operating Expenses $ 640,000 $ 6,400 Expense Per Und C. Net Onemtina Income A. Annual Income A. 1,498,188 B. Operating Expenses B. 640,000 Net Operating Income $ 858,188 Per Month: $ 71,516 Per Unit (yr): $ 8,582 Per Unit (me): $ 715 Proforma Page 3 of 8 1. Supportable Mortgage Based on Stabilized NOI NOI Debt Coverage Ratio 2. Other Amortized Subordinated Debt College I Gilbert Street Site - Wood Frame Development Proforrna $ 858,188 1.15 NOI Available for Debt Service $ 746,250 Annual Debt Lender Krincipal Kate term Amortization Is" Sorvfc& Total Subordinated Debt Service $ 3. Total Net Operating Income Available for Debt Service less Total Subordinated Debt $ 746,250 B. Maximum Mortgage Calculations 1. Mortgage Based on Income Approach a. First Mortgage Terms Rate: 3.50% Term: 40 Amortization: 40 MIP: 0.50% b. Debt Service Factor Debt Constant: 0.04649 Debt Constant With MIP 0.05149 c. Annual Fee Fee Type: Maximum Supportable Mortgaged Based on NOlr $ 14,493,970 Per Unit: $ 144,940 2. Mortgage Based on Loan to Value a. Cap Rate 6.00% b. Capped NOI $ 14,303,133 c. Loan to Value 80% Maximum Supportable Mortgaged Based on LTV.. $ 11,442,510 Per Unit: $ 114,425 3. Mortgage Based on Loan to Cost a. Total Development Cost $ 25,487,809 b. less: Commercial Construction $ 2,805,400 $ 22,682,409 a 86% of Housing Development Cost $ 19,506,872 4. Negotiated Mortgage Maximum mortgage based on LTC: $ 19,506,872 Per Unit: $ 195,069 Selected Mortgage Amount. $ 13,250,000 Per Unit: $ 132,500 Proforma Page 4 of 8 1. Acquisition /Refinance a. Acquisition Cost b. Legal Fees c. Existing Structures d. Other: 2. Site Work College I Gilbert Street Site - Wood Frame Development Proforrna a. On -site Work b. Off -Site Work for Utility /Paving Extension c. Demolition d. Garages (not included in rent) e. Parking (not included in rent) F Landscaping g. Other: Utility Relocation 3. Construction a. New Building Residential b. New Building Grocery c. New Building Office d. New Buiding Parking Garage e. Other: F Community Service Facility g. General Requirements /Conditions h. Builder Overhead i. Builder Profit j. Builder Bond Fee k. Construction Supervision Total Cost 30% 70% Historic 1,500,000 Total Acquisition/Refinance 1,500,000 - - - Total Site peranm $104,247.00 M Construction % dgrass % aigrass % aigrass Net Construction I. Construction Contingency 4.00% m. Design Contingency n. Other: Less EZ Sales Tax Rebate Less Energy Rebate Less Builder's Eligible Basis Reduction Subtotal Site Work & Construction Per Unit (exclude commercial) Per Unit Professional Fees a. Architect Fees - Design b. Architect Fees - Supervision Total Architect $400,000 c. Engineer Fees d. Attorney Fees (Real Estate) e. Accountant Fees F Other: g. Other: 5. Interim Costs a. Construction Interest b. Construction Loan Origination Fee c. Construction Loan Inspection d. Taxes During Construction e. Water, Sewer and Impact Fees F Other: Hazard and Liability Insurance 17,781,291 $177,812.91 Per SF $123.45 $149,758.91 300,000 100,000 % d L nst225% 50,000 80,000 Total Professional Fees 530,000 600,000 75,000 Total Interim Costs 675,000 Proforma Page 5 of 8 College I Gilbert Street Site - Wood Frame Development Proforrna Financing Fees & Expenses a. Bond Premium b. Bond Costs c. Credit Report d. Cost of Issuance e. Permanent Loan Origination Fee F Permanent Loan Credit Enhancement g. Attorneys Fees h. TIF Fee i. Title and Recording j. Mortgage Insurance Premium k. Other: HUD Application /Exam Fees I. Other: HUD Inspection Fees 7. Soft Costs a. Property Appraisal b. Market Study c. Environmental Report d. Survey e. Rent -Up Marketing F Tax Credit Application Fees g. Tax Credit Compliance Fee h. Tax Credit Reservation Fee i. 8609 Fee j. Cost Certification /Accounting Fees k. Permanent Relocation Expenses I. Temporary Relocation Expenses m. Furnishings and Equipment n. Capital Needs Assessment Report o. Legal p. Other: q. Other: Syndication Costs a. Bridge Loan Fees and Expenses b. Organizational (Partnership) c. Tax Opinion d. Other: 9. Developer's Fees a. Developer Fee b. Developer Overhead c. Consultant Fee d. Other: 10. Project Reserves a. Working Capital b. Operating Deficit Reserve c. Escrows d. Other: Total Financing Fees & Expenses Total Soft Costs Total Syndication Fees %dToo 1201% 3,060,000 Total Developer's Fees 3,060,000 714,000 334,718 Total project Reserve 1 1,048,718 Total Development Costs $ 25,487,809 per unit. $ 254,878 persgH: $177 (exclude commercial) per unit. $ 212,168 C. Total Basis for Tax Credits Total Basis for Tax Credits $ perunit. $ persgft. $ D. Total Mortgageable Costs Total Development Costs less: Project Reserves $ 25,487,809 1,048,718 $ 24,439,091 30% 70% Historic Total. $ $ $ perunit: $ - $ - $ - persgH: $ - $ - $ - Proforma Page 6 of 8 College I Gilbert Street Site - Wood Frame Development Proforrna 1. Negotiated Mortgage Amount: $ 13,250,000 Name of Source Type Amortization Rate Amount Per Unit Notes First Mortgage Loan 40 4% $ 13,250,000.00 132,500 TIF Other $ 4,600,000.00 46,000 Owner Equity Owner Equity $ 1,492,473.82 14,925 Grocery Store Source $ 4,270,964.84 42,710 EZ Tax Credit Equity $ 1,218,000.00 12,180 EZ Sales Tax Equity $ 156,370.50 1,564 City Land Contribution" $ 500,000.00 5,000 Haaaakted with perk Improvements $ 25,487,809 I $ 254,878 Gap: positive I (negative) $ Proforma Page 7 of 8 TIF Analysis Residential Value Per Unit Residential Class Rollback Commercial Value Commercial Class Rollback Tax Rate Current Tax Capacity Residential Value $ 11,500,000 $ $ 115,000 50.75% 90% of sale 0.03949917 0 Roll Back Taxes Generated 5,836,457 $ 230,535.21 Commercial Value Roll Back Taxes Generated $ 3,843,868 $ 3,843,868 $ 151,829.61 Total Taxes Generated $ 382,364.82 Value Added $ 382,364.82 less 10 %Admin $ 344,128.34 DCR 1.15 $ 299,242.03 $4,674,782.92 Max Payment Max TIF Mortgage A6 - New Pioneer LOI Letter of Intent for Mixed Use Project This Letter of Intent pertaining to a mixed use development Project is entered into on q, 2' l - I?_ 2012 by and between Sherman Associates, Inc ( "Developer ") and New Pioneer's Cooperative Society ( "New Pioneer "). Recitals A. New Pioneer is a cooperative association formed under the laws of the state of Iowa presently operating grocery stores in Iowa City and Coralville, Iowa. New Pioneer is interested in expanding and relocating its Iowa City retail business operations to an alternate facility that better serves New Pioneer, its members and the community. New Pioneer is aware of the City of Iowa City's interest in seeking requests for proposals for a project to be built at the northeast quadrant of the intersection of College and Gilbert Streets in downtown Iowa City ( "Site "). Subject to the requisite approvals of its membership and Board of Directors, New Pioneer is interested in pursuing the Site as a possible location for its relocated business activities. B. Developer is a developer of real estate projects and has indicated an interest in developing a multi -use commercial /residential project on the Site (the "Project "). Once the City of Iowa City ( "City ") completes and publishes its Request for Proposals ( "UP "), Developer is contemplating submitting a proposal for the acquisition of the Site for development of the Project. C. New Pioneer is interested in being a part of the Developer's Project, and the Developer desires having New Pioneer be an occupant of the Project, believing New Pioneer's participation enhances the feasibility of the Project. D. The parties wish to enter into a non - binding letter of intent to express the basic parameters for their continuing discussions and negotiations for New Pioneer to be included as a proposed occupant of the Project in connection with the Developer's proposal to be submitted to the City, and ultimately for the parties to enter into a contract for New Pioneer's acquisition, construction, fixturing, occupation, use and operation of a portion of the Developer's Project. Expression of Intentions 1. Participants. Developer intends to submit a timely Project proposal to the City in response to the City's anticipated RFP. Developer Rather intends on being the principal developer and owner of the Project, most likely through one or more development entities that Developer may form. The parties recognize that a Project of this size may require additional investors and financing through one or more sources, Additionally, the parties recognize that this Project will require the involvement of multiple professional consultants and participants such as architects, engineers and other design consultants; accountants and lawyers; financial institutions; a contractor; and various potential investors, Developer agrees to keep New Pioneer advised of the key participants to be involved in the design, construction and financing of the Project, as well as principal investors therein, 2. The Project. As presently conceptualized, the Project will involve one or two levels of underground parking; retail (New Pioneer) on the fast floor level; zero to four floors of office commercial; and five to ten floors of residential. It is anticipated that the building will be appropriately separated into condominiums to allow the entire first floor, including mezzanine if required, to be a separate unit to be acquired by New Pioneer, with other spaces in the building to be condominiumized as the Developer may deem appropriate for either sale or leasing. The Project will be built on three parcels now owned by the City, a public alley to be vacated, as well as an additional parcel presently owned by MidAmerican Energy Company. The land is described as follows: Lots Five and Six, Block 43, of the Original Town of Iowa City, Iowa, The property includes the alleyway along its north boundary, and the property is immediately adjacent to a City parking facility along its east property line. 3. Project Contingencies. The parties acknowledge that the following are among various matters that constitute contingencies that must be satisfied for the Project to proceed: a. The Developer submitting a proposal that is accepted by the City, such proposal to likely contain elements for the City's financial support, such as reduced land cost, TIF financing and /or other City participation. b. Acquisition of the City's portion of the site under terms and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. c. Acquisition of MidArnerican's portion of the site under terms and conditions (price and any covenants and/or restrictions) acceptable to Developer and New Pioneer. d, Rezoning of the parcel as may be required for the anticipated uses (grocery /retail; office; and multi - family residential) within the Project. e. City site plan and building permit approval of the Project under terms and conditions acceptable to the Developer and New Pioneer. In addition to the foregoing general threshold contingencies, the Developer will also have usual and customary Project feasibility considerations before its final decision to proceed with the Project, including requirements and conditions that may be imposed by the Project's investors and lenders. As such, the Project will be conditioned upon feasibility based on Project costs as well as final financing arrangements, all to be acceptable to Developer. 4. Purchase Agreement. The Developer and New Pioneer anticipate continuing their discussions and negotiations in working towards a mutually acceptable purchase agreement and related documents ("Purchase Agreement ") containing final terms and conditions for New Pioneer's purchase of a condominium unit on the ground floor of the Project, built out to a level of finish defined in the Purchase Agreement. The Purchase Agreement will provide substantially more details than presently contained in this Letter of Intent with regard to time frame, costs and contract contingencies. This Letter of Intent expresses the parties' current intentions in general terms for the purpose of providing a base for continuing discussions, negotiations, refinement of Project details, and each party's more specific requirements. Prior to entering into the Purchase Agreement it is anticipated that Developer and New Pioneer will have waived most if not all general mid financial feasibility contingencies for proceeding with the Project, and shall also be able to demonstrate such financial capacity as will be necessary to frilly perform the Project, whether through performance bonds, bank letters of credit or through other means satisfactory to New Pioneer. 5. New Pioneer's Conditions and Contingencies. In order for New Pioneer to proceed with any commitment to participate in the Project, it will have certain requirements including, but not necessarily limited to, those in the following categories. Only preliminary specifications of these conditions and contingencies are set forth below, which are expected to be refined and modified as the parties get closer to implementing a Purchase Agreement: A. Ayurovals. New Pioneer's proceeding with this Project requires membership and Board approvals. New Pioneer has obtained membership approval for entering into a purchase agreement. Additional Board approval will need to be obtained at various phases of the Project including, but not limited to, approval of the Purchase Agreement and satisfaction and/or waiver of contingencies that may be reserved in the Purchase Agreement. B. Plans and Specifications, Final plans and specifications for the configuration, construction and shell build -out of New Pioneer's space within the Project will need to be incorporated into the Purchase Agreement likely as an exhibit describing the intended condition of the property at the time of closing and transfer of possession. Developer, through its contractors, will construct the building and fit out the New Pioneer space to "Shell" condition according to such plans and specifications as may be modified from time to time by agreement of the parties and/or through a change order process. Subject to final plans and specifications, the currently anticipated general features of the build -out of New Pioneer's space within the Project to "Shell" condition, are as follows: Shell Description It is expected that the New Pioneer condominium unit will be 100% complete on the exterior of the building less signage, and that the interior of the shell includes the following: 18 foot clear height to the underside of the structure Concrete Floor that is hard steel troweled Exposed concrete columns, beams, and ceiling structure-unpainted Provisions under -floor including rough -ins for refrigeration Provisions for sanitary connections The interior side of the exterior walls will include insulation and vapor barrier only, ready for sheetrock Rough -in provisions for a kitchen hood Electrical service capacity for 1,200 AMPS Mechanical, Plumbing, Electrical, and Fire Protection Systems and IT infrastructure will be installed by New Pioneer in such a way that they are independently metered systems The entire build -out of the New Pioneer space in the Project from "Shell" to finished condition will be completed by New Pioneer and/or its contractors. C. Condominium Purchase Price. The final purchase price for the New Pioneer condominium unit shall be subject to New Pioneer's and Developer's agreement, It is anticipated that the purchase price will be determined based on the "Developer's Cost" for the New Pioneer condominium unit built -out to "Shell" condition. The specific mechanism and /or formula for determining the Developer's Cost will be subject to the agreement of Developer and New Pioneer and specified in the Purchase Agreement. The Developer's Cost will be based on design/build pricing and bidding, including a contractor's percentage acceptable to Developer and New Pioneer, A Developer's profit or fee will be included in the Developer's Cost to be subject to New Pioneer's approval, The method of determining and verifying labor and material costs, and allocating those to New Pioneer's condominium unit, will also be subject to New Pioneer's approval. New Pioneer anticipates that Developer will allocate to the purchase price an equitable portion of the Developer's Project costs for land acquisition, construction financing, construction period insurance, legal, title and other settlement costs, construction period property tax, design, and construction, plus the Developer's design and construction costs and fees of building out the New Pioneer condominium unit "Shell" and the specific building components dedicated to New Pioneer's use such as the loading dock and walkway, to the approved plans and specifications, but exclude from the purchase price any marketing expense and sales connuissions. It is anticipated New Pioneer's purchase price will include an equitable portion of the costs of the common elements of the building that benefit or serve the New Pioneer unit, including but not limited to the foundation, sidewalks, roof and landscaping, or are required by the existence of the first floor or benefit the whole building, but will exclude any costs for common elements that provide no benefit or are not used by the New Pioneer unit (e.g., the garage unit). New Pioneer shall also pay for developmental costs predominantly used or needed by New Pioneer (e.g., loading dock, pedestrian bridge). Developer shall pay for developmental costs predominantly used or needed by the housing units (e.g., items above the first floor). All such costs shall be established in a manner that is acceptable to New Pioneer, shall be within a maximum cost that will be specified in the Purchase Agreement, and will be subject to reasonable verification by New Pioneer (or its agent Loeffler Construction & Consulting). Payment by New Pioneer for its completed condominium "Shell" unit shall be at the time of closing and transfer of possession, New Pioneer and Developer each acknowledge that it is difficult to accurately estimate the total Project cost and the cost of the New Pioneer space completed to "Shell" condition at the time of responding to the City's RPP. Nevertheless, given information available as of the date of the execution of this Letter of Intent, New Pioneer and Developer acknowledge that New Pioneer desires the "hard construction cost" for the "Shell" to be $120 per square foot of useable space but the actual "Developer's Cost" will be subsequently specified in the Purchase Agreement or otherwise by written agreement of New Pioneer and Developer. The Developer believes that the `hard construction cost" will exceed $120 per useable square foot but the parties agree to get updated numbers as soon as reasonably possible to determine the actual cost. The "hard construction cost" excludes "soft costs ", such as land costs and architect fees. These additional costs, when known with accuracy, shall be equitably allocated between New Pioneer and the Developer, in a manner that is subsequently agreed to in writing by both parties, New Pioneer shall make the following deposits in accordance with the terms and schedule set forth below: (i) Good Faith Deposit: Upon the award of the Project, New Pioneer shall make a non- refundable good faith deposit in the amount of $10,000. The parties agree that they will enter into a pre - development agreement, and further agree that additional deposits will be required as part of this agreement. (ii) Earnest Money Deposit: Upon the execution of the Purchase Agreement, New Pioneer shall make a earnest money deposit in the amount of 10% of the aggregate cost of the design and other pre- development soft costs for the Project (the "Earnest Money Deposit "). (iii) Purchase Price Escrow: Prior to the date of the closing of the financing and commencement of construction for the Project, New Pioneer shall deposit additional cash or letters of credit, or progress payments in escrow, the terms of which escrow shall be satisfactory to the Developer's Lender to assure payment of the Purchase Price. D. Financing Contingency. New Pioneer's purchase is subject to receiving a commitment for financing its condominimn unit upon such terms and conditions as may be acceptable to New Pioneer in its sole determination. This financing contingency must be waived before entering into the Purchase Agreement. E. Public Support, To the extent that the Developer is able to obtain TIF financing and/or other benefits that are presented by and available for use through the New Pioneer space through the City as an incentive to proceed with the Project, New Pioneer anticipates receiving an equitable allocation of such benefit to reduce the costs of the New Pioneer portion of the Project, because the city is very interested in the development having a occupant such as New Pioneer in the project. Such benefits will exclude the benefits targeted solely for housing. Parties understand that significant assistance will be needed to construct the housing and parking or the project will not be viable. F. Design and Construction. The general design and configuration of the Project will need to be compatible with New Pioneer's intended use of the fast floor, and otherwise acceptable by New Pioneer in its determination. Such consideration will include, but not necessarily be limited to, the following: i. Locations of entrances and exits ii. Arrangements for deliveries, loading zones and trash storage iii. Specified Utilities, electrical service, gas service, mechanical and plumbing iv. Exterior and interior design and materials V. 13VAC systems with separate operation from remainder of building vi. Underfloor Refrigeration Rough -in vii. Electrical Service separate from remainder of building viii. Separate gas, water, electricity and other meters ix. LEED design and implementation X. Elevator service for both first floor and mezzanine xi. Trash, composting and recycling facilities xii. Parking immediately adjacent to the grocery entrance; 100 stalls G. Project Personnel. Key personnel on the Project will need to be acceptable to New Pioneer, including the architect, engineer, Project manager, general contractor, key subcontractors and possibly others. H. Parking. New Pioneer's going forward will be contingent upon an agreement with the City, satisfactory to New Pioneer in its sole determination, with regard to pedestrian access from the adjacent parking ramp as well as for 100 parking spaces to be made exclusively available for New Pioneer's use within the adjacent parking ramp. New Pioneer will be responsible for negotiating such arrangements with the City, with the intent to have such matters resolved, if possible, before entering into the Purchase Agreement, but otherwise a condition of the Purchase Agreement. I. Condominium Matters. New Pioneer's proceeding will be conditioned upon Developer providing a condominium declaration that is reasonably acceptable to New Pioneer in all respects. Condominium declaration is binding on the entire building (roof, walkway etc). New Pioneer anticipates that the condominium declaration will carefully define all units and all general and limited common elements, specifically setting forth those limited common elements that are for the exclusive use of New Pioneer's unit; the exclusive use of New Pioneer's unit and some, but not all, of the other units; and the exclusive use of some of the other units but excluding New Pioneer's unit. Additionally, the declaration will need to appropriately allocate common element maintenance, repair and replacement expenses, as well as building operational expenses, so that New Pioneer pays assessments only for those common elements and those operational expenses that relate to those aspects of the building that serve or benefit New Pioneer's unit, and that New Pioneer is not paying for the expenses associated exclusively with one or more other units in the building. The process for assessments, building reserves, building management, owners association, voting, insurance and other condominium matters will all need to be acceptable to New Pioneer. The condominium declaration, in substantially completed forth, will need to be approved by New Pioneer prior to into the Purchase Agreement. The parties understand that some terms of the condominium declaration will not be able to be completed until construction of the Project is complete. Additionally, any rules in connection with the building's operation will need to be compatible with New Pioneer's intended use, including but not limited to those that may affect hours of operation or shipping and receiving. Lenders also might be required to approve the declaration. Finally, the condominium declaration will include (i) use restrictions acceptable to the Developer and the Developer's lenders that prohibit the reuse of New Pioneer's unit for uses that could negatively impact housing or office use (i.e. adult store, pawn shop, bar); (ii) a purchase option in favor of the Developer in the event New Pioneer goes dark or desires to sell the unit to a non- grocery user. 6 J. Basic Space Requirements. It is now anticipated that New Pioneer will have the following space requirements within the Project: i. Not less than 19,000 useable sq.ft. (net of stairs, elevator shafts, utility shafts and other nonusable areas) on the fast floor (street level) with direct pedestrian access to the sidewalks on Gilbert and/or College Streets, as well as direct pedestrian access to the adjacent parking ramp; (see drawings attached) ii. Not less than 3,000 useable sq.ft, on a mezzanine or 2 "d floor for store operations which will include offices, meeting rooms, employee locker rooms and the server room, etc. iii. Not less than 600 useable sq.ft, of mechanical/equipment room space in the lower parking level iv. Loading dock access from College Street v. First floor climate controlled walkway and space for exterior seating of approximately 2,000 useable sq.ft, along the north side of the building (in addition to, not part of, the 19,000 sq. ft.) vi. Not less than 200 useable sq.ft, in lower parking level for trash, recycling and composting (may be combined with other building users so long as New Pioneer's requirements are satisfactorily met) 6. Time Frame. The parties acknowledge that the Project is still in an early phase. However, if the Developer's Project is not going to come to fruition within a reasonable time frame, then New Pioneer may wish to pursue other possible opportunities. As such, the parties agree that they shall proceed with the expectation that the Project will be ready for occupancy some time during the 40' calendar quarter of 2014 through the I" and 2 "d calendar quarters of 2015, and each party shall keep the other timely advised of any matters that might arise that could materially affect the availability of the Project for such occupancy. 7. Cooperation and Coordination. Unless negotiations and discussions are terminated by either party, it is anticipated that the parties will coordinate their plans and cooperate to the extent reasonable in connection with further developing plans for the Project and specifically in connection with responding to an RFP from the City. Wlrile Developer shall take the lead responsibility for all such matters, New Pioneer shall cooperate to the extent of its desired space within the Project. New Pioneer is committed to be a part of the Developer's Project as the Developer proceeds with his proposal and feasibility analysis, provided the Developer continues to demonstrate a serious interest in pursuing the Project, continues to assemble a team of professionals, contractors and investors capable of fulfilling the Project, and articulates a reasonable plan for financing the Project. If at any time prior to entering into the Purchase Agreement the Developer shall determine that this Project is no longer feasible, Developer shall promptly notify New Pioneer of such determination. Similarly, if at any time prior to entering the Purchase Agreement should New Pioneer determine that it no longer wishes to participate in the Project or that Developer's progress on the Project is not satisfactory, in New Pioneer's sole determination, New Pioneer may indicate to Developer its election to terminate negotiations and discussions pertaining to the Project. 7 New Pioneer will reasonably cooperate, on a non - exclusive basis, with Developer towards the objective of the Developer's proposal becoming the approved proposal submitted to the City for the development of the Site and for Developer to proceed with its Project which will incorporate the condominium space for New Pioneer's ownership and use. However, New Pioneer reserves the option should there be, in New Pioneer's determination, other viable and timely projects, for New Pioneer to work with any other party for a project on the Site or elsewhere that appropriately and/or timely addresses New Pioneer's business needs. 8. Additional Office Space. Before the Developer commits to selling or leasing space (other than to the City) on the second floor that would leave less than 5,000 useable scift remaining, the Developer will contact New Pioneer with regard to any interest for additional second floor office space. This option for additional office space is independent of the 3,000 useable sq.ft. on the mezzanine or second floor for store operations as specified in 5.1(ii) above. 9, Confidentiality. New Pioneer and Developer hereby each agree to hold as confidential all the other's plans, building designs, concepts, strategies of construction, financial circumstances, cost estimates, financing, and other matters related to a party's potential participation in the Project as may have been or may be disclosed by one party to the other party in connection with the discussions and negotiations related to this Letter of Intent and the Project, and that are not otherwise generally known ( "Confidential Information "). Any disclosure of Confidential Information of a party by the other party shall only be made after the party whose Confidential Information is being disclosed has agreed to such disclosure in writing in advance. The parties each acknowledge that if Developer submits a proposal to the City of Iowa City, and also if the Developer's proposal is approved by the City, disclosure of certain Confidential Information and the Purchase Agreement contemplated herein to specified third parties as a part of implementing the Project will likely be necessary, In that event, the parties agree to cooperate in such disclosures, which shall be agreed to in writing in advance. The parties frther agree this provision shall survive in the event of termination of this Letter of Intent. Nothing in this provision is intended to limit a party from disclosing the Confidential Information of the other, on a need to know basis, to a party's representatives, consultants, lender(s), attorneys, contractors or other agents, in connection with its due diligence and investigations relating to the continuing discussions and negotiations contemplated by this Letter of Intent. 10. Non - Binding. This Letter of Intent does not constitute an agreement to negotiate, but solely constitutes an outline of some of the terms for negotiation. The parties will in good faith diligently pursue discussions and negotiations in an effort to come to and refine terms and conditions for final documents for each party's review and approval, some of which may be multi -party agreements. While this Letter of Intent is intended to provide the parties guidance in pursuing negotiations and discussions, except for Paragraph 9 and the next paragraph of this Paragraph 10, it is not binding, and the terms of any final agreement may be the same as, similar to or different from the provisions of this Letter of Intent. New Pioneer and Developer each acknowledges and agrees that each is proceed ng with its side of negotiations at its sole cost and expense (which may involve substantial transaction costs) and that either party may terminate negotiations for any reason, at any time, without any liability or obligation to the other. Further, neither party shall have any legal rights or claims against the 0 other party by reason of any action taken, statements made, writings delivered or other matters undertaken by a party in reliance upon this non - binding Letter of Intent including, without limitation, any expenditure of funds, partial performance of transactions contemplated herein, or any other actions of a party. This letter of intent shall be of no fin-ther effect upon either i) the parties entering into final agreements, or ii) the termination of discussions and negotiations between the parties pertaining to the matters contained herein. The parties anticipate that their discussions and negotiations will be completed or terminated before the expiration of twelve months after the execution of this Letter of Intent. Sherman Associates, Inc By A- 7, New Pioneer's Cooperative Society Date--710 i By A "N� 2 C "*-'u/ Date / r� — /2— title A7 — Proposal Submittal Form EXHIBIT "A" Proposal submittal signature form The undersigned attests to his /her authority to submit this proposal and to bind the firm herein named to perform if the firm is selected by the City of Iowa City. The undersigned further certifies that he /she has read the Request for Proposal, terms and conditions, and any other documentation relating to this request; has complied in all respects with all conditions hereof, and this proposal is submitted with full knowledge and understanding of the requirements and time constraints noted herein. The undersigned hereby further acknowledges that it accepts the terms of the Request for Proposals in its entirety and by the submission of its proposal hereby waives any claims or claims to irregularities that arise out of such RFP, the process employed by the City to solicit and develop proposals, the RFP evaluation process described in the RFP, and agrees to release and hold harmless the City, its employees, agents, and consultants from any claim, loss, or damage arising therefrom. The undersigned hereby authorizes any person, firm or corporation to furnish any credit history and financial condition or other information required by the City to verify information related to the Firm's submission to the City. I hereby certify, on behalf of the undersigned firm, that the above information is true and correct to the best of my knowledge and that the City may rely on the information provided. Firm name: Sherman Home office address: City, s Signat Date: Inc. 21