HPC QUESTIONS and Request for Additional Information. ( Historic Preservation Commission Special Meeting) Updated: 4/5/16

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1 HPC QUESTIONS and Request for Additional Information ( Historic Preservation Commission Special Meeting) Updated: 4/5/16 Project Development Can you provide a list of all prospective buyers along with level of investigation they each performed and what lead to reasons for failure of each project? STAFF RESPONSE: The short answer is no, it s not possible. The real estate agent signed nondisclosure agreements with many (if not most) of the prospective buyers. Two prospective buyers are willing to share information: Clark Street Real Estate provided a ProForma detailing their level of investigation for the renovation/restoration of the building and rental rates based on having a natural grocery store as the anchor tenant. The project assumed a net loss of $6 million for this option (Refer, Exhibit C, Supplemental Information Submittal dated March 30, 2016 from the Applicant). L.Keeley Construction also provided a static ProForma and estimate scope of work for rehabilitation of the Merc to the Secretary of the Interior s Standards, based on CTA and Octagon s original plans for a Certified Rehabilitation (Refer, Exhibit B, Supplemental Information Submittal dated March 30, 2016). Octagon s original construction estimate in 2012 for the project was approximately $17 million and $9 million in hard costs (Refer, Brownfield Loan Information attached to this document). Keeley Construction s estimate shows a net loss of $6 million for a full rehab to SOI standards (Refer, Exhibit B, Supplemental Information Submittal dated March 30, 2016 from the Applicant). A seismic/life-safety upgrade only estimate was also prepared by L. Keeley at the request of HomeBase, MT to determine a baseline for comparison with the full renovation/rehabilitation costs. The estimate to do seismic upgrade alone (with no tenant build-out to include fire suppression systems, HVAC, plumbing, elevator, ADA, and restoration of the exterior) came to an estimated $20 per square foot. Additional information from other buyers is pending. Condition Assessment Can the HPC get the results from the brick test and analysis? The application provides information on the unsuitability of the brick for crushed fill, but the HPC would like to see an analysis of the brick if left in place, and then maybe, feasibility of the brick as a salvage material OR Provide feasibility for the brick in situ for structural capacity. Who did the assessment of the heavy timber columns and floor assemblies and what was the extent of the damage? (page 2) STAFF RESPONSE: CTA Architects/Engineers provided details about the timber columns and floor assemblies in their Historic Preservation Certification Application for historic tax credits (2011). Steve Adler has a copy of this document.

2 Can the HPC receive a copy of the structural drawings developed by Tom Beaudette for a previous project (referred to in the application on page 3)? We understand that this may be proprietary information but we heard that the plans may be available just not the testing. STAFF RESPONSE: Structural plans dating to 2014 are on file at City of Missoula, Development Services. A copy will be sent to HPC as an attachment to the HPC meeting agenda for April 7, Can the HPC see the DCI structure report that is summarized in Appendix E? STAFF RESPONSE: Please refer to Exhibit D Supplemental Information Submittal dated March 30, 2016 from the Applicant DCI Engineer s analysis of the existing condition of the Mercantile building. HPC would like some clarification regarding the multiple levels of the main floor. Can the multiple levels align with multiple tenant spaces? STAFF RESPONSE: Please refer to Exhibit B Supplemental Information Submittal dated March 30, 2016 from the Applicant CTA schematic drawings Economic Feasibility Are there costs available for the additional abatement needs? (page 4) STAFF RESPONSE: L.Keeley Construction estimated the cost of asbestos abatement of roofing materials to be $130,000. Clark Street Real Estate estimated the asbestos abatement costs at $80,000. Relating to economic feasibility: What is the purchase price and the asking price? STAFF RESPONSE: The asking price was $4.5 million. Clark Street Real Estate estimated their acquisition costs at $3.7 million (Refer, Exhibit C -Supplemental Information Submittal dated March 30, 2016 from the Applicant). What led to the Octagon Group shift from redevelopment to sale? Recognize that this is generally described in the application but the group would like more detailed information. STAFF RESPONSE: Based on the letter from Octagon Partners (the Applicant) in Exhibit A - Supplemental Information Submittal dated March 30, 2016 from the Applicant, From 2011 until June of 2012 we worked with the City of Missoula and a local architecture firm to complete base architectural plans and detailed demolition and abatement plans. By the end of 2012, we had completed the approved demolition and abatement plans. From 2011 until 2014 we attempted to secure retail and commercial tenants. While we generated interest in the retail, first floor space, interest in the second floor commercial was limited.

3 Multiple financing sources declined to participate in the financing of the project without an anchor commercial tenant. Various local, regional and national potential office tenants passed on the building. We decided in October of 2013 to list the property for sale. We had unsuccessfully offered the property for lease for almost 3 years. Multiple interested parties toured the building, but we were unable to find an interested purchaser until late In 2014, SGRE investigated the feasibility of buying and rehabbing the structure, but requested significant owner concessions which were neither reasonable, nor viable. HomeBase then placed the building under contract in September, Provide more detail regarding the cost for seismic upgrades for the HomeBase proposal? STAFF RESPONSE: REFER, Exhibit B - Supplemental Information Submittal dated March 30, 2016 from the Applicant to see a breakdown of costs for a seismic upgrade and masonry restoration/repointing-only cost estimate. What are the market based rents and lease rates that HomeBase used to establish an economic hardship? STAFF RESPONSE: $18/sq. ft. for office space, $20 to $24/sq. ft. for retail, and $12/sq. ft. (triple net) to $18/sq. ft. for a grocery store. Please provide plans, designs, of HomeBase s earlier rehabilitation and renovation alternatives along with the costs and greater detail regarding how the costs exceeded the ability to be recovered via market based rents. (page 5) STAFF RESPONSE: A presentation was made on March 23 rd by HomeBase, MT during the Land Use and Planning Board meeting that elaborated on the previous explorations by the applicant to adaptively reuse the structure. The presentation and meeting minutes can be accessed here: What are the potential costs of deconstruction? STAFF RESPONSE: Deconstruction bids range between $850K to over $1,000,000. This does not include environmental abatement bids, which range from $ ,000.

4 Please provide documentation that Marriot Hotels have been a catalyst for generating investment and redevelopment. STAFF RESPONSE: Any new, quality hotel will be a catalyst in this downtown location. We chose Marriott as our partner for a number of reasons. 1. They have the largest membership rewards program in the industry and will drive visitors to Missoula. 2. Marriott approved a custom Residence Inn by Marriott for Missoula. This allows us to design a project that fits within the context of downtown, specifically this intersection. 3. With the acquisition of Starwood, Marriott will be the most powerful hotel company in the world. This is very good. ( communication with Andy Holloran, 4/5/16) HPC would like greater detail pertaining to the challenges of the bay depth (page 10). STAFF RESPONSE: Additional information contained in Exhibit E - Supplemental Information Submittal dated March 30, 2016 from the Applicant. Have Historic tax credits been considered in any of the alternatives by HomeBase? STAFF RESPONSE: We have looked at a variety of tax credits to assist with the financing of our proposed project. We will continue to explore options, but at this time, we do not have tax credits as part of our development plan. This relates primarily to restrictions associated with historic tax credits and the fact New Market Tax Credits does not have allocation currently. ( communication with Andy Holloran, 4/5/16) Already Answered Application refers to receiving approximately $700,000 for environmental abatement. Provide a breakdown of money spent on abatement, where did the funds come from, and are there any outstanding loans on the funds? (page 1) (Nancy Harte) STAFF RESPONSE: See (attached) s and attachments in EXHIBIT A: Brownfield Loan Information Can the HPC see the Brownfield Revolving Loan Fund application? (Nancy Harte) STAFF RESPONSE: See s and pdf attachments in EXHIBIT A: Brownfield Loan Information Are any MRA funds available? How may MRA funds by used? Could it be used for any remaining abatement? (Ellen Buchanan) STAFF RESPONSE: During the March 23 rd LUP meeting, Ellen Buchanan, Director of MRA, responded to questions about MRA funding availability. The meeting minutes and recording can be accessed at the following link:

5 Ellen Buchanan, Missoula Redevelopment Agency (MRA) informed that there are not a lot of un-obligated funds in this TIF district. They anticipate that if there is substantial assistance requested for this project or others in the district, they would likely be looking at some sort of debt instrument. She agreed that the tax increment that this project will bring into this TIF district would be substantial that would put them in a position to issue additional debt if deemed appropriate by City Council and the MRA Board. She added that deconstruction and improvements in the public right-of-way are eligible activities for requesting funding, but there have not been any formal discussions with the MRA Board about assistance. Ms. Bentley asked if MRA money could be used to preserve the façade. Ms. Buchanan replied that if the building is preserved and reused in an historic fashion, they could allocate funds to restore the façade; if the building is preserved as is, there is eligibility under TIF financing. Is the applicant proposing to use MRA or any other sources of public funding in the demolition [or the development of the new project]? (Ellen Buchanan) STAFF RESPONSE: During the March 23 rd LUP meeting, Ellen Buchanan, Director of MRA, responded to questions about MRA funding requests by the applicant. The meeting minutes and recording can be accessed at the following link: Provide links to the Greater Downtown Master Plan and the Our Missoula Plan. Link to Growth Policy Update (Our Missoula Plan): Link to Downtown Missoula Master Plan: Other Provide the public record of any correspondence of public employees of MRA, Mayor s office, Development Services between June, 2015 and present. That would require filing a public records request. STAFF RESPONSE: The City Clerk s office would like the HPC to make an official written request for this information.

6 Definition of or additional references pertaining to Economic Feasibility. And STAFF RESPONSE: Reasonable Economic Use is not defined in the City of Missoula s ordinance. The National Trust for Historic Preservation offers guidance generally on determining Economic Hardship, which is not the same but may be useful as a reference. Please see NTHP s guidance at the following website: STAFF RESPONSE: The City of Portland Oregon s Demolition Permit ordinance contains a list of required information ( ) to be submitted by the applicant prior to issuance of a demolition permit for an historic resource.

7 EXHIBIT A: BROWNFIELDS LOAN PROGRAM INFORMATION

8 Octagon Capital Partners OCTAGON CAPITAL PARTNERS 126 GARRETT STREET, SUITE G CHARLOTTESVILLE, VA September 12, 2011 Heidi DeArment Executive Vice President 110 E. Broadway, 2nd Floor Missoula, MT Heidi: My company purchased the former Missoula Mercantile Exchange in late 2010 and have engaged CTA Architects and Martel Construction to help us execute a complete historic rehabilitation of the building using historic tax credits. The process of repurposing this building for the next 100 years requires a variety of work including the removal of hazardous materials. We have performed a Phase I and Phase II study of the building to determine the extent of hazardous materials remediation required. The building contains a significant amount of asbestos floor tile, lead based paint and smaller amounts of asbestos containing pipe gaskets and Transite panels, all of which are hazardous materials that will be disturbed through the process of renovating the building. An allocation from the EPA s Targeted Brownfield Assessment Program would be instrumental in accomplishing the task of abatement. We have been working with John Adams with Planning and Grants and Jessica Allred on the site eligibility requirements and applications and request your consideration of our application for the revolving loan fund. We plan to fully renovate the Merc, including replacement of the aging building systems with more energy efficient systems. A critical focus of the development plan is the preservation and restoration of the building s important historical elements, which will allow us to utilize federal and state historic tax credits. Upon completion, the Merc will house a vibrant mix of retail, office and nonprofit uses; the mixed use zoning allows for all contemplated uses. We estimate the total project cost at $17 million, including $9 million of hard costs. These estimates are based on conversations with local architects and contractors.

9 We plan to use a non-traditional mix of funding sources to complete the project. In addition to developer equity and a senior loan, we will use New Market Tax Credits ( NMTC ) and federal and state historic tax credits to fund the project. It is worth noting that since the building is located in a qualified distressed census tract and is listed on the National Register of Historic Places, the building already qualifies for both NMTC and historic tax credits. We are working through a loan closing checklist with US Bank and anticipate obtaining a senior loan during Fall We continue to work with Montana Community Development Corporation ( MCDC ) regarding NMTC and historic tax credit investments. We respectfully submit this application for consideration of Brownfield funds in order to further this exciting downtown Missoula redevelopment. Sean Dougherty, Project Manager Octagon Partners

10 EXHIBITS: A. History 1. Brief History: Octagon Partners, based in Charlottesville, Virginia was formed in 2004 and focuses on historic tax credit redevelopments in dynamic college towns and lending to entities conducting historic tax credit renovations throughout the United States. Octagon has a concise staff with a variety of specialties. Out team handles a variety of work including complete renovation of historic structures, deal sourcing and analysis, tax credit reconciliation, construction administration, property management, and local government processes. An allocation from the EPA s Targeted Brownfield Assessment Program would be instrumental in accomplishing the task of abatement. The proposed Brownfield loan will help us to advance the project prior to construction load closing. Though we have been focused on closing a construction loan for the MERC, regulations and requirements resulting from a sluggish lending market make the process more time consuming. While we have every confidence we will close on our construction loan for the project, we are not targeting that until November. Finalizing funding for the abatement work in advance of closing our construction loan would allow us to decrease our overall project timeline and get started on a part of the work for which we have plans prepared. 2. Resumes J.P. Williamson Mr. Williamson graduated from Brown University (B.A., Urban Studies, 1990) and the University of Virginia (M.S. Land Development, 1992). Between 1992 and 1995, Mr. Williamson worked for several real estate development companies in the Mid Atlantic. Mr. Williamson was Project Manager on projects totaling $200 million including a 400 acre mixed use development with over 250 residential units, 150,000 square feet of office and various commercial out parcels. In 1995, Mr. Williamson, joined First Union Corporation to head its Trust Real Estate Group. Mr. Williamson managed a $500 million dollar portfolio of bank owned assets, including residential, multi family, commercial, office and raw land. His primary duties included, growth of the trust real estate practice as a bank profit center, development of asset management and disposition plans, tenant management, and all sell decisions. From 1997 to 2000, Mr. Williamson was Director of Marketing and Origination for Enterprise Mortgage, originating loans to owner occupants of retail and commercial properties, responsible for over $1.4 billion in commercial loan origination. Accomplishments also included the successful structuring of over $25 million in private equity commitments for existing borrowers and the successful assumption of over $50 million of defaulted senior mortgages. Mr.

11 Williamson also developed direct origination referral and endorsements from companies such as Jiffy Lube, Mobil and the International Carwash Association. Mr. Williamson was a Managing Director and founding partner in Capital Solutions Group, Ravelin Capital and currently with Benevolent Capital, private equity investment companies providing capital to small businesses within niche value add industries. Benevolent Capital has invested in seven companies including: food, environmental and pharmaceutical method development testing laboratories in Florida, PA and NY, real estate company in Western Australia, backpack manufacturer in NY/El Salvador, self service kiosk and industrial workstation company in Atlanta and DNA modifying enzyme company in Boston. Mr. Williamson is currently a founding partner in Octagon Partners, a value oriented real estate investment firm focused on a diversified portfolio of unique developments including urban infill, retail development, residential land development, and refurbishing older properties in the Central Virginia market. Octagon has invested or exited seven portfolio properties totaling over 1,300 acres, 1,250 residential units and 2 million sq ft of retail sq ft. Hugh Ewing Mr. Ewing graduated from James Madison (1987, BS Psychology, concentration in Industrial / organizational psychology). From 1989 to 2005, Mr. Ewing was Vice President of Operations for the CFA Institute. He was responsible for all facilities management, construction/project management, security, and shipping/mailing operations for the 250+ person global organization responsible for administering the CFA exam and related professional programs and educational materials. Mr. Ewing is currently the COO of Octagon Partners and the Founder/CEO of Sunrise Development LLC, a full service construction company specializing in residential/commercial/historical renovation projects and a Class A licensed Virginia contractor. He is also the Founder/Managing Partner of Thirteen Partners LLC, a project management consulting firm with a primary focus in construction management and facilities management. Mr. Ewing is a Member of the Associated General Contractors of America, a Member of the International Facilities Management Association, and a former Member of the Society for Human Resource Management. Sean Dougherty Mr. Dougherty completed his Master's in Urban and Environmental Planning at the University of Virginia School of Architecture in While at UVA, he also completed a design program in American Urbanism. Mr. Dougherty received a bachelor degree in communications at the Pennsylvania State University in While employed in media relations at the University of Georgia between 1994 and 1998, he completed many graduate level classes in landscape architecture and architectural history at the School of Environmental Design.

12 In 2001, after completing graduate work, Dougherty joined Ayers Saint Gross Architects and Planners where he was a member of the town planning studio which is located in Washington, DC. At Ayers Saint Gross, he produced highly detailed and wide scoping infill revitalization masterplans for districts and neighborhoods in college towns such as South Bend, Indiana, Athens, Georgia, and Lexington, Kentucky. Mr. Dougherty also created new urbanist masterplans for university related research parks at institutions including the University of North Carolina, University of Texas, and Carnegie Mellon University (Palo Alto Campus). In 2004, began as a senior planner with the County of Albemarle, Virginia in Charlottesville where he focused on urban design, traditional neighborhood development, growth management, and sustainability. Dougherty was involved in numerous zoning ordinance changes including the creation of standardized architectural and design guidelines for specific zoning districts. Mr. Dougherty participated in long range masterplanning efforts and prepared proposed land use changes for legislative review and public hearings. Dougherty gained grant funding to construct a 9,000 square foot greenroof atop the Albemarle County office building. He also completed an update to the County of Albemarle comprehensive plan in support of green building and sustainability. Dougherty joined Octagon Partners in He works on a variety of levels including conceptual architectural studies, site planning, historic designation and tax credit reconciliation, local government process and approvals, and graphic design. Mr. Dougherty serves on the County of Albemarle Historic Preservation Committee and chairs the Heritage Education and Financial Incentives subcommittee. He also serves on the Local Climate Action Planning Process Working Group. Dougherty is a member of the Congress for New Urbanism (CNU) and has attended a number of CNU annual meetings. 2. Submit a current and brief personal statement from each person who will be a partof your project (owners, partners, officers, directors, major stockholders). Personal statements are found the following pages.

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16 B. Financial Statements: We discussed the financial information requirements with Jessica Allred with the Missoula Area Economic Development Commission and John Adams with the City of Missoula regarding a strategy for providing the financial information. Given that our company is a collection of LLCs and other circumstances, John and Jessica had agreed to a variation on the information requirements originally required on the Brownfield Application. Now that the Brownfields Fund will be administered through the Montana Community Development Corporation, we know that the required financial information might change. We are submitting the following financial information in appendices that will be ed separately from Ashley Smith as they become available. This information reflects the conversations with Jessica Allred and John Adams. If you require any additional information, please contact Mrs. Smith at ashley@octagonpartners.com or Subscription agreements for Octagon Capital Partners, LLC and 110 North Higgins Missoula, LLC (Appendix A) 2. Operating Agreements for Octagon Capital Partners, LLC and 110 North Higgins Missoula, LLC (Appendix B) 3. Octagon Capital Partners, LLC Balance Sheet at 6/30/11 (Appendix C) North Higgins Missoula, LLC Balance Sheet at 6/30/11 (Appendix D) 5. Personal Financial Statements for John A. Stalfort, III and John P. Williamson, Jr. (App. E) 6. Octagon Capital Partners, LLC Global Borrowing Spreadsheet (Appendix F) North Higgins Missoula, LLC Accounts Receivable Detail at 6/30/11 (Appendix G) North Higgins Missoula, LLC Accounts Payable Detail at 6/30/11 (Appendix H) North Higgins Missoula, LLC Pro Forma operating statement for three years (Appendix I) D. Cosigners/Guarantors: Do you have any cosigners and/or guarantors for this loan? NO E. Cleanup Plan: Include the written cost estimates associated with cleanup. (See Exhibit E1) Have you submitted a voluntary cleanup plan to the Montana Department of Environmental Quality? No; N/A Have you completed the steps involved to complete the All Appropriate Inquiry? Yes (SEE Exhibit E2) F. Collateral: If your collateral consists of the following, please provide a current, itemized list that contains serial and identification numbers for all articles that had original value greater than $500.

17 Land and Building (Furnish documentation showing amount paid for building) We plan to use the building as collateral. Exhibit E3 is the Purchase and Sale Agreement dated 10/25/2010. G. Bankruptcy/Insolvency: Have you or any officer of your company ever been involved in bankruptcy or insolvency proceedings? No H. Lawsuits: Are you or your business involved in any pending lawsuits? No I. Franchise Agreements: See OCP Subscription Agreement Is your business a franchise agreement? No J. Other Business Interests: Do you, your spouse or any member of your household, or anyone who owns, manages or directs your business or their spouses or members of their households work for any Federal Agency or the participating lender? No K. Other Financial Interests: Do you buy from, sell to, or use the services of any concern in which someone in your company has a significant financial interest? No L. Conflict of Interest: Does your business, its owners or majority stockholders own or have a controlling interest in other businesses? YES see Global Borrowing Schedule (To be ed in Appendix 6) M. Other Information: Please describe: N/A ADDITIONAL DOCUMENTATION N. Provide a copy of commitment letter(s) from participating lender(s) or other

18 parties outlining terms, conditions and collateral of any loan commitments or other commitments to the project for which you are requesting assistance from the Brownfield RLF. N/A O. Provide Hiring & Training Plan The hazmat abatement will employ approximately 20 full time employees for three months. A variety of selective demolition work will be performed outside of the Brownfields fund. This work will employ another 20 employees who will remove modern additions to the building, including drywall, display systems, drop ceilings, dressing rooms, ductwork, and lighting. P. Provide annual principal and annual interest amounts of existing debt (do not include this project). See Balance Sheet Q. Copies of purchase agreements, if applicable. N/A R. Other: N/A S. If requesting a grant, include a copy of your organization s IRS 501(c)(3) determination letter. N/A PROJECT INFORMATION T. Project Cost: Include general written cost estimates of the project with fund sources and use of funds. Sources $ % Per GSF Uses $ % Per GSF Senior Loan $10,000,000 54% $96 Acquisition $2,125,000 12% $20 Developer Equity 2,395,557 13% 23 Soft Costs 4,150,724 23% 40 NMTC Equity 4,405,579 24% 42 Hard Costs 7,877,220 43% 76 Deferred Dev. Fee 1,555,444 8% 15 Tenant Improvements 2,136,121 12% 21 Finance and Carrying 2,067,515 11% 20 Total Sources $18,356,580 $176 Total Uses $18,356,580 $176 U. Plan & Specifications: Provide copies of preliminary construction plans and specifications. Final plans will be required prior to disbursement. Demolition plans are in process, will be submitted for review 9/19/11.

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31 Missoula Brownfields FACT SHEET The Missoula Mercantile A brownfield is a real property, the expansion, redevelopment, or reuse of which may be complicated by the presence or potential presence of a hazardous substance, pollutant, or contaminant. Recipient of Brownfields assistance: Subject property: Goals: Project description: Not covered: Assistance provided: Loan terms: Loan security: Historic preservation process: 110 North Higgins Missoula, LLC (aka Octagon Partners) Agreement signed by John P. Williamson, Jr., Principal in Octagon Partners Brownfields funds are provided as a pass-through to the City of Missoula from the federal U.S. Environmental Protection Agency (EPA). The former Missoula Mercantile, 110 North Higgins, Missoula, Montana To ascertain type, level, and location of potential contaminants, and to abate or remove contaminants that have the potential to be released into the environment under the proposed redevelopment. The redevelopment did not envision all walls or drop ceilings, etc. to be removed and did not propose any activity on the building s roof. Review of history of property (Phase I) and sampling of suspected contaminants (Phase II); abatement or removal of hazardous substances (primarily asbestos and leadbased paint) in areas where these occur within the scope of the redevelopment plan. Abatement and removal limited to areas expected to be developed by property owner. Specific areas not addressed include the roof and a box deemed of historic value. Any surfaces, such as walls, that were not to be disturbed and where the contaminants were encapsulated so as not to be released, also were not cleaned up. $604, Brownfields loan 12/23/2011: Initial $638,400 loan at 1.5% interest, with 24 months interest capitalized, followed by 5 years fully amortized. 01/14/2014: Loan amended to $604, at 1.5% interest, with 6 months interest capitalized, followed by 5 years fully amortized. Monthly payment $10, First payment due 01/15/2014. Balance is approximately $500,000. Lender is Montana Community Development Corporation, acting as the City s financial manager. Trust indenture filed that secures property and structure. Loan is immediately due and payable upon the creation of any lien, encumbrance, transfer or sale of the property, or if there is a change in ownership structure. Property must also be maintained in good condition, and no portion of the property can be removed, demolished, or materially altered with written permission of the lender. The EPA requires that the State Historic Preservation Office and other entities are consulted on properties assisted with Brownfield funds in accordance with Section 106 of the National Historic Preservation Act of Prepared by the Missoula City/County Department of Grants and Community Programs March 21, 2016 Brownfields Coordinator Nancy Harte, nharte@missoulacounty.us