THE BICENTENNIAL GATEWAY PROJECT1819-2019

TDZ Amendment RequestOctober 17, 2017

Gateway Project Components

Uptown/Carnes Neighborhood

Riverfront

Mud Island

Pinch DistrictConvention Center Renovation

GE PATTERSONSEC

ON

D

ST PAULTEN

NESSEE

INTERSTATE 40

DOWNTOWN MEMPHIS TOURISM DEVELOPMENT ZONE

INTERSTATE 40

CURRENT QPUF COMPONENTS

INTERSTATE 40

MEMPHIS COOK CONVENTION CENTER

BASS PRO SHOPS AT THE PYRAMID

THE PINCH DISTRICT

INTERSTATE 40

AMENDED TDZ NEW QPUF COMPONENTS

INTERSTATE 40

MEMPHIS COOK CONVENTION CENTER

BASS PRO SHOPS AT THE PYRAMID

THE PINCH DISTRICT

RIVERFRONT CONCEPT

• Mayor’s Riverfront Task Force coordinated a study conducted by Chicago based, Studio Gang, in July 2017. The report recommended improvements from MLK Park to Greenbelt Park.

• The Concept envisions how Memphis’ riverfront can become a connective network that ties together people, the city, and the Mississippi River for collective benefit.

• The Concept outlines a number of projects and programs intended to activate the Riverfront, including projects around Tom Lee Park, Fourth Bluff/Civic Commons, Mud Island, and others.

• Projects proposed for the TDZ amendment align with this Concept Plan.

MUD ISLAND R IVER PARK & AQUARIUM MUSEUMConcept• Develop unique 21st century Aquarium Museum with

exhibits featuring MS River history and wild life from the headwaters to the Gulf of Mexico.

• The Center for Freshwater Studies, a partnership with local higher education institutions, will establish the Center as a national leader in hydrology and freshwater science, river ecology, and development of policies that protect and restore deltas, rivers, watersheds, and aquifers.

• The Amphitheater will be upgraded and the loading area expanded to accommodate the technical demands of today’s concert industry.

• The Mud Island River Park will be free to the public for year-round use that is separate from the Aquarium Museum experience. The Park is fully accessible via a new pedestrian bridge.

R iver f ront Cu l tu ra l CenterConcept• Bound by Union Avenue, Front Street, and Monroe

Avenue, a new Cultural Center will encourage urban rejuvenation, and bring opportunities to the area through a variety of events.

• The primary entrance to the Cultural Center will be placed on the north facade and will open up to a public plaza and sculpture garden.

• Outdoor space with the closing of Monroe will establish a new Civic Terrace along Front, while also creating a prominent gateway onto a new pedestrian bridge, allowing direct access to the Mud Island River Park and Aquarium Museum.

• The Center’s outdoor space will provide for alternative exhibition spaces and space for events. Additionally, new parking will be housed under the structure and outdoor space.

Aquar ium Museum & Cul tu ra l Center Concept

Aquar ium Museum & Cul tu ra l Center Concept

Aquar ium Museum & Cul tu ra l Center Concept

Aquar ium Museum & Cul tu ra l Center Concept

The "BASELINE" = the amount of sales taxes (State and local) collected in the Zone each year BEFORE construction of the QPUF. This amount CONTINUES to go to the tax authority (State or local)

each year. NO existing sales tax dollars are lost by State, local governments or schools.

DO

LLA

RS

TIME

The "INCREMENT" = the INCREASED amount of sales taxes collected within the Zone because of increased activity by

tourists and local residents AFTER construction of the QPUF. This amount is used to pay off the bond debt.

The "ADJUSTMENT" = The Baseline increase each year by the percentage of growth in the Shelby County sales taxes.

After the bonds are retired, ALL sales tax

dollars go to the State and Local taxing

authorities. Now, State and Local

governments have more money to spend on

schools and other servicesbecause the QPUF was

built.

The "ADJUSTMENT"

The "INCREMENT"

HOW A TOURISM DEVELOPMENT ZONE WORKS: TDZ financing utilizes the increment on sales taxes generated within abounded area after a baseline year to fund the development of a destination facility (aka a Qualified Public Use Facility orQPUF). Costs associated with the development of the QPUF are the only eligible expense for TDZ proceeds.

30 yearsBONDS ISSUED BONDS RETIRED

TDZ FUNDING

Existing Total Surplus Fiscal Year Debt Service TDZ Revenue* TDZ Revenue

2017 $16,904,036 $22,349,269 $5,445,233

2018 15,559,152 22,349,269 6,790,117 2019 15,557,592 22,349,269 6,791,676 2020 15,557,211 22,349,269 6,792,058 2021 15,556,794 22,349,269 6,792,475 2022 15,558,171 22,349,269 6,791,098

2023 15,561,568 22,349,269 6,787,700

2024 15,561,649 22,349,269 6,787,619 2025 15,556,667 22,349,269 6,792,601 2026 15,557,750 22,349,269 6,791,519 2027 15,556,625 22,349,269 6,792,644

2028 15,559,375 22,349,269 6,789,894 2029 15,559,375 22,349,269 6,789,894

2030 15,560,000 22,349,269 6,789,269 2031 15,559,500 22,349,269 6,789,769

$234,725,465 $335,239,028 $100,513,563

* Revenue is estimated conservatively, with no growth projections included.

Currently, there is roughly$11 million in accumulatedsurplus revenue, which canONLY be spent on QPUFrelated expenses.

Pro jected TDZ Growth

Source: RKG Associates, Inc. Memphis Bicentennial Gateway Project– Potential Funding Memo, October 12, 2017

TDZ

FundingPublic Sector1 Debt Financing

Private Equity/

Philanthropy

Total

Funding

Aquarium Museum & Water Studies $10,000,000 $0 $68,000,000 $43,200,000 $121,200,000

River Park Improvements & Pedestrian Bridge $25,000,000 $0 $0 $10,000,000 $35,000,000

Mud Island Totals $35,000,000 $0 $68,000,000 $53,200,000 $156,200,000

Cultural Center/Monroe Terrace $20,000,000 $0 $0 $64,400,000 $84,400,000

Fourth Bluff/Civic Commons $15,000,000 $1,300,000 $0 $5,200,000 $21,500,000

Riverfront Improvements $5,000,000 $0 $0 $15,000,000 $20,000,000

Riverfront Totals $40,000,000 $1,300,000 $0 $84,600,000 $125,900,000

Pinch District Development $37,000,000 $24,000,000 $0 $60,000,000 $121,000,000

Convention Center Renovation $13,000,000 $137,000,000 $0 $0 $150,000,000

Existing QPUF Project Totals $50,000,000 $161,000,000 $0 $60,000,000 $271,000,000

Conceptual TDZ Funding Total $125,000,000

Conceptual Public Sector Funding Total $162,300,000

Conceptual Debt Financing Funding Total $68,000,000

Conceptual Equity/Philanthropy Funding Total $197,800,000

Conceptual Project Total $553,100,000

1 Public Sector funding is made up of State Economic Development funds (Pinch District), FY17 CIP Funds (Fourth Bluff/Civic Commons), and hotel and

motel taxes (Convention Center Renovation).

Proposed Improvements

Mud Island

Riverfront

Projects at Existing QPUF Components

Pro ject Budget

NEXT STEPS

▪ Upon City Council authorization, a final application for TDZ amendment will be submitted to the State beforeOctober 31st. City Council members will receive a copy of the application upon submission. This should allowthe item to come before the State Building Commission (SBC) for approval in November 2017.

▪ Upon SBC approval, the City will begin fundraising/financial due diligence on the Aquarium Museum andCultural Center in order to identify all funding sources for the projects. Smaller infrastructure and relatedqualifying projects may be funded utilizing TDZ surplus balances in order to move the project forward.

▪ Project development could start as early as Fall 2018 if funding sources are able to be secured.

THE BICENTENNIAL GATEWAY PROJECT

1819-2019