EXPERIENCE THE RIVER

1. THE GREAT AMERICAN STEAMBOAT COMPANY EXPERIENCE THE RIVER

2. The Anchors • The riverfront is Memphis’ first great place. It must remain so. • Northern anchor: The Pyramid, icon for a new historic retail district and the Uptown West neighborhood development of Belz/Turley • Southern anchor: Beale Street Landing, icon for direct connection to the river, platform for recreation and entertainment, a modern docking facility, and the only place to buy food and drink on the riverfront The Opportunity • Creating a comprehensive approach for the development of the Riverfront • Establishing viable public/private partnerships for economic development opportunities • Utilizing alternative funding sources to finance revenue generating public projects • Developing connectors between the anchors that produce vibrancy, energy, and activity that allow us to Experience the River! EXPERIENCE THE RIVER

3. EXPERIENCE THE RIVER

4. BSL & GASC Bass Pro Shops Uptown West The Place Making Opportunity EXPERIENCE THE RIVER

5. “PUBLIC PRIVATE PARTNERSHIP (P3); THE MODEL BUSINESS OPPORTUNITY” • The City of Memphis has developed a Public-Private partnership for this transaction in which financial liabilities will be apportioned as follows; 70% Private Investment - $16,000,000 Vessel Purchase (Private Investor(s) - $ 5,500,000 Corporate Equity Contribution (GASC) 30% Public Investment (Federal Funding Source) - $9,000,000 HUD Section 108 Loan (to be repaid by GASC) • The Public Private Partnership allows the City of Memphis to leverage its non ad valorem funding sources to attract private investment without exhausting its financial capacity for economic development efforts. • The partnership also requires all parties to share risks and liabilities in accordance with their investment, and allow for the project to continue in the event either partner experiences financial difficulties EXPERIENCE THE RIVER

6. “THE DEAL” The Great American Steamboat Company & The City of Memphis • City will loan GASC 9 Million Dollars in Section 108 Loan Funds (a Federal Source) to be combined with a private equity source for the purchase and refurbishment of the American Queen Vessel, and for marketing and operating expenses • The Term of the Loan will be for a period of ten (10) years, and will be repaid by GASC through boarding and docking fees that it will assess every passenger boarding any vessel operated by GASC on the Inland River System until the City Loan has been fully repaid. The boarding and docking fees will be $89 per person, per vessel. EXPERIENCE THE RIVER

7. “THE DEAL,”……….Continued • After the loan has been satisfied, GASC will continue to assess a $15 per person boarding and docking fee, which may be applied to other related aspects of the transaction, including, but limited to docking facility construction and improvements. • The City of Memphis will obtain a security interest in all revenues collected by GASC to secure its loan proceeds, and will also obtain an interest in the bareboat charter, which will allow it to assume operations of the vessel, and or sell its interest to another qualified operator in the event of default by GASC. • If GASC should assume an ownership interest in the vessel during the loan term, the City will obtain a mortgagee interest in the vessel as security for the loan EXPERIENCE THE RIVER

8. “THE DEAL,”……….Continued • The City of Memphis and GASC will establish a minimum goal of 35% participation in all eligible aspects of the project by minority and women owned businesses (MWBEs). Compliance will this goal will be certified by the City’s Office of Contract Compliance. • GASC shall use best efforts to employ individuals contract with businesses that are residents of, and located within the City of Memphis. This includes employment on those aspects of the project (ship refurbishment) that may not occur in Memphis. GASC will also set local preference goals, as permitted by law, for employees and contractors for this effort • GASC will seek to partner with one or more local organizations in the Memphis Community, particularly non-profit, and other service organizations to provide education and enrichment about this unique business culture that is a part of heritage of Memphis. EXPERIENCE THE RIVER

9. THE ECONOMIC DEVLEOPMENT OPPORTUNITY • Total Annual Economic Impact -- $89.5 million • New Annual Local Taxes -- $1.8 million • Total Raw New Jobs – 587 • Headquarters, Maintenance Operation, Training Facility, Onboard Marine Crew, Onboard Hotel and Guest Services • Visitors to Memphis – 21,827 • Trips Beginning or Ending in Memphis – 64 • Minimum of 35% Minority Business Participation • Local preference given to employees and contractors, as permitted by law EXPERIENCE THE RIVER

10. Risk Assessment and Mitigation Analysis • Federal funds used in financing: no city general funds • No funds released until steamboat purchased • Funds then released upon milestones and documented justification • City has security interest in vessel • $89 docking fees cover debt service on 108 loan for 10 year period • Transaction is only enacted with City Council approval • If loan default, debt service paid by reduction in city grants as well as reallocation of annual debt service that is maturing: First Parking Place, Peabody Place I, and Peabody Place II EXPERIENCE THE RIVER

11. COLLATERAL DEVELOPMENT OPPORTUNITY; THE ECONOMICS OF BEALE STREET LANDING • Beale Street Landing Total Estimated Project Cost to Date $39,000,000 • Current City Expenditures to Date $30,000,000 • Cost to Complete $9,750,000 (RDC cost estimate as of May 5, 2011) • Debt Service for Project Completion $820,000 per year (interest rate of 5% for 20 years) EXPERIENCE THE RIVER

12. ECONOMICS OF BEALE STREET LANDING CONT’D • Revenue Sources Eligible for use by Beale Street Landing Boarding Fees-$15/pp fee for 3 years = $1,002,000 Local annual Sales Tax = $1,800,000 EXPERIENCE THE RIVER

13. COMMUNITY DEVELOPMENT OPPORTUNITY; The Creative PlacemakingCharrette The Memphis PlacemakingCharrette for the Riverfront The overriding objective for the City’s Riverfront charrette process is to consider consensus ways to bring more activity, diversity, and vibrancy to the riverfront. Why Now? • The Memphis Riverfront is Memphis’ first great place. It must always be. • The Memphis Riverfront is an authentic municipal asset to The City of Memphis • The Memphis Riverfront is unusual, because across the Mississippi River from downtown, there are no commercial, industrial, or residential buildings. There is only the sweeping greenscapes of Arkansas woods, fields, and levees • The river has always been the top photograph taken by visitors and citizens alike for decades. EXPERIENCE THE RIVER

14. Creative PlacemakingCharrette……….continued • The Memphis Riverfront is already taking shape with anchors on the north and south • Bass Pro Shops at The Pyramid, The Historic Pinch District and Uptown west – Creates new retail and residential districts for downtown Memphis, and a northern anchor for the Riverfront. • Beale Street Landing - becomes home for the Greater American Steamboat Company and the southern riverfront anchor for Memphis’ entertainment district on Beale Street. The Canvas It’s the area between the two anchors that act as a canvas on which Memphians can pay tribute to its values while ensuring that the riverfront stands as one of the great riverfronts in North America. In launching the charrette process, City of Memphis builds on the foundation of Mayor Wharton’s “City of Choice” vision: Memphis is a city of choice when “middle income families live here, all students have options for the future, poor families move into the economic mainstream, and talented workers are developed, attracted, and retained.” EXPERIENCE THE RIVER

15. Creative PlacemakingCharrette……….continued To achieve this vision for Memphis is producing momentum and progress on many fronts. Most of all, it inspired a new philosophy, approach, and attitude toward public investments and a focus on place-making and city-building. City of Choice calls on Memphis to aim high and for its ambitions to strive for innovative answers that attract national attention. It builds on what is authentic about Memphis -- “first, best, and only” -- like the Mississippi River and the riverfront . The symbolic heart of this vision is the Memphis riverfront, the site of the city’s ritual events and celebrations and common ground for every citizen and every visitor. Because of this, the Wharton vision for the riverfront is not about individual projects, but about interconnected amenities that produce coherency, especially for the pedestrian experience, so that each element of the riverfront strengthens the others. It’s about attracting people to the riverfront with its sweeping, unspoiled vistas while offering a menu of options to explore and enjoy. EXPERIENCE THE RIVER

16. Creative PlacemakingCharrette……….continued The Ingredients • Bass Pro Shops at The Pyramid • Pinch Historic District Retail Center • Uptown West/Wolf River Greenway • New downtown gateway and arrival at I-40 and Riverside • University of Memphis Law School • Pedestrian bridge linking the law school to an improved Confederate Park • Proposal for Memphis Art Park and other arts-related venues • Mud Island Master Plan • Beale Street Landing • Great American Steamboat Company Relocation EXPERIENCE THE RIVER

17. Creative PlacemakingCharrette……….continued Experience The River! With Beale Street Landing and The Pyramid in place as anchors for the riverfront, City of Memphis will develop a charrette process to spark a citywide conversation about the future of the riverfront. The process will be based on the National Endowment for the Arts’ Mayor’s Institute on City Design, which brings nationally recognized experts to brainstorm and work with Memphians to create more vibrancy and to experience the river. The NEA will advise and recommend experts to work with Memphians, including Friends of the Riverfront, AIA, RDC, Community LIFT, CD Council, Livable Memphis, Regional Design Center, Memphis Heritage, Memphis Black Arts Alliance, ArtsMemphis, Downtown Neighborhood Association, Greater Memphis Chamber, EDGE, Division of Planning and Development, Division of Housing and Community Development, Center City Commission, Convention & Visitors Bureau, and citizens of Memphis. EXPERIENCE THE RIVER

18. Creative PlacemakingCharrette……….continued Core questions for the charrette will include: • What are our shared values as a city for the riverfront? • If vibrancy is our measurement of success, how does that define our conversation about the riverfront? • What lessons can we learn from other cities motivated by the desire to protect their riverfronts from commercialization and high-impact plans? • What are the highest and best public uses for sites now used as garages and other low-value municipal purposes? • How can Tom Lee Park balance a role as a more clearly defined park and as a favorite city festival ground? • What would make the riverfront the Triumphant Two Miles? • Since City of Choice is about improving Memphis’ economic trajectory and attracting and retaining talent, how can the riverfront most contribute to these goals? • What innovative ways for connectivity are there for the emerging retail district in The Pyramid area and the anchor for the entertainment district played by Beale Street Landing? EXPERIENCE THE RIVER

19. Creative PlacemakingCharrette……….continued • Cities across the U.S. are investing in place-making on their riverfronts, including $120 million in Chattanooga, $110 million in Louisville, and $90 million in Cincinnati. In those cities, the conversations about the future of their riverfront have been unifying opportunities that brought people together. • There is no reason that the riverfront cannot play this role in Memphis if we are joined by a renewed desire to consider what an outstanding riverfront for future generations should be. City of Memphis is ready to bring all stakeholders and interested parties to the table to find solutions and ideas. Conclusion Today, the goal of City of Memphis is to transform the riverfront into the Triumphant Two Miles – two miles of energy, vibrancy, and beauty fronting the spectacular views of the Mississippi River. This special place was where the first chapters of Memphis history were written and today, it’s where a new chapter for the future can be written if we are willing to work together. EXPERIENCE THE RIVER

20. Creative Placemaking Charrette • Community Partners • Friends of the Riverfront, AIA, RDC, Community LIFT, CD Council, Livable Memphis, Regional Design Center, Memphis Heritage, Memphis Black Arts Alliance, ArtsMemphis, Downtown Neighborhood Association, Greater Memphis Chamber, EDGE, Division of Planning and Development, Division of Housing and Community Development, Center City Commission, Convention & Visitors Bureau, and the Citizens of Memphis EXPERIENCE THE RIVER

21. NEXT STEPS • Approve Resolution Authorizing the Mayor to Execute all Documents Necessary to Complete the Great American Steamboat Company Relocation ( May 17, 2011). • Execution of the Loan Agreement, the Boarding and Docking Agreement, the Section 108 Loan Application to HUD, and all other documents required for this transaction (May 31, 2011). • Commencement of Planning process for design charrette (engage community partners and set initial meeting) • Relocation and Refurbishment of American Queen • Corporate Relocation of GASC • Relocation of American Queen Line to Memphis • Development of the Riverfront, based on the PlacemakingCharette EXPERIENCE THE RIVER

22. Resolution EXPERIENCE THE RIVER