Forest Hills School District Board of EducationAnderson Township Park Board

Anderson Township Board of Trustees

Joint Questions Response“The plan simply makes too much sense”

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November 20, 2015

Thomas D. DurbinInterim Forest Hills School District Superintendent7550 Forest RoadCincinnati, OH 45255

Mr. Ken KushnerAnderson Township Park District Executive Director8249 Clough PikeCincinnati, Ohio

Ms. Vicky L EarhartAnderson Township Administrator7850 Five Mile RoadAnderson Township, Ohio

Re: Response to the letter dated November 9, 2015

Dear Mr. Durbin, Mr. Kushner and Ms. Earhart:

On behalf of our partner companies, we are attaching the following information in association with the Anderson 2020 Plan. Our team continues to be excited by and assured of the viability of this proposal, which will provide for a new Anderson High School, a renovated RecPlex and expansion of the township’s urban core with no additional taxes.

Along with the responses to your questions, we have included drawings depicting a redevelopment concept of the existing Anderson High School site in order to comply with your December 1st deadline as well. Per paragraph 4.1.e. Review Procedure by PUD plans, a pre-application conference with the Director of Planning and Zoning is required before we can submit an official application. This procedure is contrary to what was requested on November 9th and your subsequent email.

We also have included an update of the Anderson 2020 plan that was originally presented in March of this year. The document describes the parties involved and the responsibilities of each entity.

In our discussion at the joint meeting on October 15th, we believe that it was agreed that a bi-monthly meeting schedule with all parties be established. In addition, it was determined that a meeting to review legal issues, procedures and responsibilities needed to be arranged, as well as a pre-application zoning meeting. We ask that all of us review what was agreed to on the 15th so that the Anderson 2020 Plan can move forward. If all parties involved in this endeavor are cooperative, participatory and responsive, then the success of this plan will be ensured.

Sincerely,

E. Thomas FernandezSFA Architects, Inc.

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ANDERSON TOWNSHIP 2020 PLAN

The Anderson Township 2020 plan involves the collaboration of the following parties:

• Anderson Township Trustees• Forest Hills Local School District• Anderson Township Park District• Hamilton County Port Authority (HCPA)• Master Developer (Vandercar Holdings with Continental Real Estate Companies)• Design/Build Team (Turner/SFA)

ANDERSON TOWNSHIP

PARK DISTRICT

EXISTING HIGH SCHOOL SITE

Redevelopment of property Design-Build of new HS and Reno-vation of RecPlex

FOREST HILLS SCHOOL DISTRICT

BEECH ACRES SITE(Parenting Center and Park)

ANDERSON TOWNSHIP

MASTER DEVELOPER VANDERCAR & CONTINENTAL

REAL ESTATE COMPANIES

HCPA

It has been established that the common goal of these parties is to create a positive outcome for the community of Anderson Township by building a new high school and renovate the recreation center on the Beech Acres site without raising any new taxes via a public/private partnership, a design-build delivery method, and a development-overseen structure. The correlation between parties to reach this common goal is outlined below.

Beech Acres Site:The Development Team will enter into an agreement with the Hamilton County Port Authority (HCPA) to Design Build the new Anderson High School and renovate the existing RecPlex with a guaranteed maximum price. This will ensure that the two projects are built on-time and on-budget.

Existing Anderson High School:The School District will enter into an agreement with the HCPA to give the Anderson High School Property to the HCPA. The HCPA will enter into an agreement with the development team (Guarantor) to redevelop the entire existing Anderson High School site. The site will only be developed into community uses; i.e. offices, apartments, senior living, and limited retail. Vandercar’s partner developer, Continental Real Estate Companies, will be responsible for all development activities.

Anderson Township and Forest Hills Schools will enter into an inter-governmental agreement that will allow for the Anderson High School site to be Tax Increment Financed ending in year 2051. The Tax Increment Finances will go toward financing the new Anderson High School on the Beech Acres Site and will include renovation of the existing RecPlex.

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The following is an explanation of the roles and responsibilities of all involved parties.

ANDERSON TOWNSHIP BOARD OF TRUSTEES (ATBT)/ZONING COMMISSION1. Agree to the new PUD Zoning of the existing Anderson High School site to allow for a high-density mixed-use development per

Guarantor’s request• Rezoning must occur before funding of bond financing

2. Create a Tax Increment Finance a. 100% agreement for 30 years

• All PILOTs go to debt coverage• After debt coverage is satisfied (And Master Developer is made whole for service payment guarantee), overages stay

with the township3. Create a memorandum of understanding From ATBT a. Agree to create a rolling TIF until year 2051 on the existing FHSD school site

• Agree to transfer/use 100% of service payments for debt• Excess service payments will be used to repay Master Developer

b. Agree to accept transfer of existing FHSD school site c. Agree to transfer existing FHSD school site to HCPA d. Agree to cooperate with Master Developer on zoning requirements to site

• General terms• Subject to legislative action

e. Agree to cooperate with all parties in project4. Selection of a CIC/Port Authority to facilitate the process

FOREST HILLS SCHOOL DISTRICT (FHSD) 1. Create an MOU from FHSD a. Agree to transfer school site (Max: $1) to the Township or HCPA/Port Authority b. Agree to build a new school with the Master Developer (Design-Build Team) c. Agree to purchase new site through the Master Developer, HCPA/Port Authority or Anderson

Township Board of Trustees d. Agree to a rolling TIF until 2051

• 100 % of service payments used for debt• Excess service payments used to repay Master Developer

e. Agree to a timeline at existing site for development acquisition f. Consent to zoning authorization so that process can start g. Agree to cooperate with all parties in project2. Develop a Program of Requirements (POR) per budget3. Develop standards (Note: Can be based on OSDM and allowable modifications)4. The District shall cooperate with the Master Developer (Design-Builder) to develop complete designs and construction of new

facilities/improvements.

ANDERSON TOWNSHIP PARK DISTRICT (ATPD)1. Facilitate acquisition of the Beech Acres Parenting Center site in cooperation with the Master Developer, Anderson Township Board Of Trustees, Forest Hills School District or HCPA2. Cooperate with the Master Developer (Design- Build Team) responsible for the construction of a new high school in order to master plan for future improvements to the new Park Board property inclusive of a future recreation center3. Work with the Design/Build Team for planned renovation work

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HAMILTON COUNTY PORT AUTHORITY (HCPA)

1. The HCPA would facilitate property acquisition and property development on the existing Anderson High school site and Beech Acres site 2. Manage the purchase and transfer of land3. Create a Master Developer contract/agreement outlining:

• Design-Build• Budget• Zoning• PUD• TIF

4. Facilitate improvements to the Beech Acres site, including a new High School and renovation of the RecPlex.5. Enter into agreement with the Master Developer responsible for development of the existing Anderson High School site, guarantee of the TIF revenue, and provide design-build services for the new high school to be located at the Beech Acres site

MASTER DEVELOPER (VANDERCAR / CONTINENTAL REAL ESTATE COMPANIES)EXISTING ANDERSON HIGH SCHOOL SITE :

1. Create a Master Plan for the development2. Validate the budget3. Present plans to Anderson Township for approval and zoning4. Implement improvements that yield the guaranteed TIF funding amount of $48 million5. Finalize a. General terms b. Agree to make service payments c. Agree to negotiate a purchase contract for the Beech Acres site d. Agree to improve FHLSD site e. Agree to improve existing Beech Acres Site (Design-Build process) f. Agree to cooperate with all parties in the project

BEECH ACRES SITE:

1. Provide Design-Build services to implement the POR for the Forest Hills School District2. Implement the design and construction of new facilities and site improvements per established standards

DESIGN / BUILD TEAM (TURNER/SFA)1. Provide planning services to validate Program of Requirements and budget.2. Establish a design and construction schedule. 3. Provide a guaranteed maximum amount for all work associated with construction of new facilities and renovation of the existing RecPlex.

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PROCESS:

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1

With specificity, what new Anderson High School facilities are we to receive?

A preliminary Program of Requirements (POR) for the new Anderson High School facility of 239,711 SF has been provided previously. We await review comments from the District. The design process will be similar to that being completed for Wilson Elementary, in which the users drive the desired configuration and provide the specificity of the desired plan. Your staff will work with Turner/SFA’s design team to determine the best usage of the programmed building square footages. Most likely the building will be designed and built with many of the same spaces that it currently has, but will be more flexible and in-line with current educational standards. The goal is to ensure the school is better able to adapt to changing academic and community trends of the future. The following is a summary of the types of spaces, square footages and quantities anticipated.

SUMMARY OF SPACES

Enter Grade Configuration 9-12

Square Feet Per Student 184Program Area TOTAL SF

H-AC Academic Core Spaces 49,760H-SE Special Education Spaces 4,130H-AD Administrative Spaces 7,028H-MC Media Center Spaces 7,420H-VA Visual Arts Spaces 4,900H-MU Music Spaces 7,310H-TE Technology Education Spaces 4,680H-BE Business Education Spaces 3,000H-FCS Family and Consumer Science Spaces 2,660H-PE Physical Education Spaces 46,900H-SD Student Dining Spaces 20,563H-FS Food Service Spaces 4,765H-CU Custodial Spaces 500H-BS Building Services 52,501Facility Total 216,117Construction Factor (~11% multiplied by the facility total) 0.11Gross Square Feet (GSF) Developed 239,711

New Anderson High School

Worksheet Summary

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a. Will we have comparable or better learning spaces to what is planned under the renovated Anderson plans?

SIGNIFICANTLY BETTER. The new Anderson High School will have state-of-the-art learning spaces. Theories at practice in academia, architecture and building when the original Anderson High School was built in 1961 are drastically different today. New learning spaces reflect a better understanding of student learning behavior, successfully integrate technology, and have the ability to adapt to the changing needs of students and the community. Schools built today reflect 21st century learning ideals. The new Anderson High School will have better sound transmission quality between walls and ceilings, it will incorporate natural light when possible and efficient LED technology when necessary; it will allow for flexible hard wiring throughout and wireless connectivity between all points in the building. High schools today are no longer a destination for 14-17 year olds between 7am and 4pm; they are vibrant community centers that host a range of activities for all Anderson residents at all times of the day. The new Anderson High School campus will be a destination for learning for the entire community.

Group Rooms

Innovation Laboratory

Breakout Space

Digital Atelier

New Anderson High School Images:

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Similar Facility Images:

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b. Will we have comparable or better other amenities as is planned under the renovated Anderson?

SIGNIFICANTLY BETTER. A renovation of an existing campus is not the same as building a new campus. Renovations hope to repair problems and fix issues but are often unable to resolve core items with structure and layout. New facilities are planned from scratch with users, administrators and maintenance crews helping to design the ideal campus, one that is not inherited, but tailored to the school and the needs of today. The new Anderson High School plan will have a new auditorium, new gathering spaces, new art rooms, a new cafeteria - all with fresh, clean and durable finishes. The campus also will have all new pavement, sidewalks, parking lots, lighting and landscape.

The existing Anderson High School was originally built in 1961, and subsequent additions were made in 1964, 1967, 1971, 1988, 2001 and 2003. A new facility will have better way-finding, improved safety through better monitoring and placement, better connectivity between functions and greater flexibility. A wider selection of mechanical systems is available with the increased ceiling height versus the limited height of the present building. While no doubt the budgeted renovations to the existing high school will be a drastic improvement, not all systems and finishes are being upgraded out of practicality, thereby leaving the remodeled school till out-moded.

Commons

Technology Integration Study Central Circulation

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c. Will we have comparable or better athletic facilities?

SIGNIFICANTLY BETTER. The new Anderson High School plan will have new stadiums for football/soccer and baseball/softball, new practice fields, a new natatorium, and new auxiliary gymnasiums. The new scenario will have all of the same programs as the existing school site but with no overlapping fields. Additionally, the parking lots for the athletic facilities will be larger, allowing for greater capacity and energy at sporting events.

Option 1 - as previously provided

Option 2 - newly presented

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Option 2 - site plan

Option 2 - site axonometric

Option 2 - building axonometric

Option 2 - building axonometric

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d. What will the new high school cost?

The new High School’s cost of construction will be $73,602,545 inclusive of land costs. The project costs are in-line with what the District’s own staff has projected. By having a design/build approach, the District can be assured that cost overruns will not occur.

Project Budget: Land Costs (est) $ 6,900,000 Anderson High School (with auditorium, natatorium, and auxiliary gym) $ 57,000,000 Site Improvements: Including football/soccer stadium; baseball stadium; softball stadium $ 5,500,000 Soft Cost/Contingency/Misc. $ 4,202,545 Total cost for a new high school: $ 73,602,545 Funding: Partial Reallocated School District Renovation Funds $ 24,500,000 Guaranteed TIF Funding $ 49,102,545 Total Funding available: $ 73,602,545 Total cost of a new high school $ 73,602,545Total Funding available: $ 73,602,545Total Cost to Anderson Township Community $ 0

Add Alternates:Soccer field turf and lights $ 800,000Baseball stadium lights $ 200,000Increase field house with locker rooms $ 700,000Add four Additional Classrooms: $ 950,000

Note: above reflects Option 2

e. What infrastructure needs are there at the Beech Acres Parenting Center (BAPC) site?

The Beech Acres Parenting Center (BAPC) site has the utility (electric, sewer, water, etc.) infrastructure to meet the needs of the new high school. Traffic onto the new site from Beechmont Avenue will be managed with the addition of two new traffic lights. There is a center turn lane in place on Beechmont Avenue, requiring no other street improvements. For safety and security reasons, a secondary emergency only ingress/egress route through the Beech Acres Park is suggested. This will provide emergency vehicles access from Salem Road. The new campus will provide Option 1:615 parking spaces and Option 2: 550 parking spaces, more than the current high school site. This new parking will serve the entire community, including residents who regularly patronize the park and its facilities, as well as those attending special events such as Anderson Days. Increased parking will make access to park facilities more easily accessible. All of the above infrastructure costs are included in the high school project budget that is spelled out above.

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2

Location of facilities

a. Where will the athletic facilities be located?

Page 11 has two PRELIMINARY concept site plans of the new Anderson High School site. As previously stated, the final plan will be arrived at by a series of design charrettes involving the School District representatives, Park Board representatives and community. We have received no direct comments to the sketches previously provided. Input is necessary to produce the best solution possible. Based on comments made by a few members of the community, we have reconfigured previous layouts (Option 1) in order to accommodate the track around the main competition stadium (Option 2).

b. If the athletic facilities are located in City of Cincinnati limits, will we be able to have lights at the facilities?

Both preliminary site options presented herein only have practice fields within the City of Cincinnati. There are no lights required for these locations.

c. Where will the high school building be located?

See the attached two options on page 11. While other configurations are possible, the final solution will only be arrived through numerous meetings with those involved, as stated above, in addition to student representatives.

d. If a new RecPlex is built, where will it be located?

A new 50,000 square foot RecPlex may be located south of the new high school, and north of Beech Acres Park. It would be built alongside the existing RecPlex, which would then be demolished once the existing building is no longer needed.

e. If a new RecPlex is not envisioned, how much space is available for expansion of the current facility?

The reserved land around the RecPlex will total 3.96 Acres (including the existing RecPlex).

Proposed Boundary

Proposed Boundary

Existing RecPlex

New RecPlex

Option 2 - site axonometric

Per 2.d. above, sufficient space is available to construct a new 50,000 SF RecPlex alongside the existing facility. That will ensure that the services provided the community are uninterrupted.

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3 What are the exact terms of the guaranty that the Board of Education is to receive from the Developer? The financing plan has been for the Hamilton County Port Authority to act as issuer for the Lease Purchase Revenue Bonds. We have explored two options for this financing.

1) The first financing option would require the Developer to guarantee the principal and interest on the School District debt up to a period when revenues from the development cover debt service for a period of two consecutive years at 1.25x’s debt coverage rate. This would be accomplished as a publicly sold bond transaction.2) The second financing option would be to privately place the bonds with investors at a competitive rate. We have had conversations with several investors that would be willing to further explore this option with the developer guarantee.

The exact terms of the guaranty are as follows:Finances $73,602,545School Construction/Land Acquisition Developer Guaranteed & $5 million (maximum) Estimated Public Improvements • Developer guarantees SD bond issue• $5mm in public infrastructure needs issued as non-developer guaranteed• Developer has out-of-pocket exposure bond years four and five• JEDD Revenues utilized to support $3.5 million to $5.0 million public improvements needed• Total deficit not eliminated until bond year seven will need to be solved.• Total cash balance in project fund in year 2051: $27,931,875

Source Amount

Bond Proceeds $49,102,545

School District Construction Fund $24,500,000

Total $73,602,545

Years 1-15 cash flow

a. From whom will we receive the guaranty?

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a. From whom will we receive the guaranty?

Continental Real Estate Companies and it’s principals will work with the School District to reach a mutually agreeable guaranty.

Continental Real Estate is a highly capitalized developer and full-service real estate corporation providing one touch point for every aspect of a project, from land acquisition through property management. Over its history, Continental has developed more than 20 million square feet totaling over $2 billion in development costs in multiple-asset classes including office, hotel, retail, entertainment, multi-family, student housing and senior living. Continental has engaged in multiple public-private partnerships in the course of these developments, including various development agreements with municipalities, tax increment financing arrangements (TIF), capital lease financing and more.

Continental has TIF experience in multiple states involving more than $150 million in TIF proceeds. Examples include a $40 million TIF at The Waterfront in Pittsburgh, a $17 million TIF in Grove City, Ohio, and a proposed $70 million TIF in Lansing, Michigan. Continental has several principals with the financial wherewithal to satisfy TIF guaranty requirements.

b. What collateral or other security will we receive for the guaranty?

The collateral for the guaranty would come from the Limited Liability Company (LLC) formed for this project. All assets within the LLC would be pledged as security towards the guaranty. Additionally, the Developer has committed that should the appropriate zoning be in place to support the financing, a corporate guarantee would not be an issue. Please keep in mind that in a default scenario, any private development financing would be subordinated until the property taxes that derive the TIF payments would be paid in full.

c. For how long will the guaranty last?

This would depend upon the development phasing. As stated earlier, the guaranty would run until revenues from the development cover debt service for a period of two consecutive years at 1.25x’s debt coverage rate.

d. Would the Developer be willing to purchase TIF Revenue Bonds?

We are exploring a private placement structure.

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4 Are the proposed development plans for the current Anderson High School (Forest Road) site feasible?

Yes, redevelopment of the site will host a mixed-use development which will produce $49.1 million in guaranteed TIF dollars. The intent of these concept plans are to address the feasibility of the redevelopment potential for the existing Anderson High School site. Since the property will not be available for another three years, adjustments to reflect market conditions must be allowed to occur upon review of the Township.

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Included: 200,000 SF Office - Phase 1 80,000 SF Office - Phase 2 550 Multi-Family Units 200 Senior Living Units 120 Key Hotel 4 story

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a. The available land at the Forest Road site is only 48 acres. It appears that something in the area of 67 acres is necessary based upon the suggested uses in your traffic report, using comparable developments in Anderson Township (without considering structured parking and likely open space or buffer requirements). How do you respond?

The drawings provided above support the feasibility and ability of the project to achieve a value of $120 million. Per the maximum density suggested, we are indicating 1,794 parking spaces versus the 1,790 required by the Anderson Township Zoning Regulations.

The term New Urbanism illustrates the movement currently taking place as an effort to raise the quality of life and standard of living in our built environment. This is an important aspect of planning and presents an opportunity to create a better future for us all. By regenerating our towns and creating new, dense cities, people can enjoy living, working, and playing all in the same location. These cities are diverse, walkable, dense, energetic, mixed-use communities that offer numerous facilities and amenities but allow residents to easily travel from one location to the next.

The principles of New Urbanism, outlined below, can be applied to various projects ranging in scale.

1. Diverse and Mixed-Use Facilities• Neighborhoods, blocks and the buildings themselves are composed of residential, commercial and retail tenants• Residents represent a large demographic, including people of all ages, income, cultures and races• Range of housing types, sizes and prices

2. Walkability• Pedestrian-friendly street design (trees, low speed limits, street parking, retail display, porches, etc.)• Shops and restaurants a 10-minute walk from work or home• Smaller streets with slower speeds promote pedestrian usage

3. Neighborhood Aesthetic• Thoughtful building design to create memorable, quality spaces• Distinguished city center and defined edge• Emphasis on quality public space• Dense, public spaces concentrated at the city’s center• Vibrant public art to promote local creativity and culture Example Images:

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b. Based upon comparable developments, it is estimated that the new development that was presented on October 15, 2015, may be valued at only $61 million and not the projected $120 million. How do you respond?

The success of the overall project and the subsequent development of the Beech Acres Parenting Center property is dependent on receiving acceptance of a high-density Planned Unit Development (PUD) zoning permit which is common to many other types of projects. Since our initial discussions in March, we have made all parties aware of this imperative to achieving the required taxable property values. More importantly, it reinforces the new urbanism design principles that are necessary for creation of Anderson Township’s downtown/core area.

The development team has not been provided with correspondence or any data from the Township Administration related to the $61 million calculations, making it difficult to comment. Our assumptions are that the Administration has pulled the current value of similar developments that are in the Township. What is not being considered is that the original investment in each of those projects is far less than the current cost of a new development. In other words, a 20-year-old hotel represented an $8 million investment in 1995. While the current value might be only $10 million as compared to a new development of $15 million, it does not necessarily represent a decrease from the original value or assessment rate. Naturally there are circumstances that occur which can reduce the value of the property. In 2008/2009 there was a nationwide drop of property values due to the economy, although most have recovered. Another circumstance which could affect property values is an overall decay of a neighborhood due to loss of jobs, migration of the population, natural disasters or the lack of maintenance of the property. We are bullish on the Anderson Township community and do not envision an erosion of desirability and value. In fact, based on information from of the local real estate agents interviewed, the development of a larger urban core, increased senior living opportunities, a hospitality offering, and a new Anderson High School will continue to support increasing property values.

Much of the increased property values are naturally due to inflation. In the 1980’s many economics professors pontificated that inflation is “our friend” and would make us all millionaires in the future. While we can argue with their position, few would disagree that the constant over the life of the proposed TIF arrangement is inflation. While there might be periods of deflation, it is usually only a short-term occurrence. Many homes selling in the 1960’s in Anderson Township were valued at $20k to $30k or less. These properties now are $120k to $140k or more. The property taxes collected for these properties have subsequently increased. In the 70’s we were constructing school buildings for $23/sf. Today school construction projects are $210/sf. to $240/sf. On many of these properties, the tax payments today exceed the original mortgage payments.

Let’s not forget that the development team has made an unprecedented commitment to provide a guaranteed property tax value that will generate the needed $49.1 million for the new AHS project. We challenge all future development teams to do the same versus seeking subsidies or support funding.

120,000 SF Office (Phase 1)80,000 SF Office (Phase 2)544 Multi-Family200 Senior Living120 Key HospitalityDeveloped Land

Total Value (minimum)

During several discussions and presentations by the Anderson Township Administration, references have been made to other area developments regarding property values. Please note that the tax value of the New England Club which we designed in 1985 has never been lower than the actual project costs at that time. Furthermore, a review of the tax value of recently constructed offices withhin the Township supports the information stated above.

$15,800,000NIC$52,600,000$27,000,000$14,000,000$12,000,000

$120,000,000

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c. What are the total projected infrastructure costs for the Forest Road site? Documents presented thus far do not include any improvements south of the site on Forest Road, Old Five Mile, etc. Nor do they address the Developer’s suggested access points across other private property which is not part of this development site.

A preliminary assessment of the proposed development on the existing AHS site on Forest Road has been performed by Mr. Jack Pflum. Mr. Pflum is the area’s premier traffic engineering expert with much knowledge of the traffic patterns of Beechmont Avenue and Forest Road. We engaged Mr. Pflum after not receiving any back-up data to the Township Administration’s claim that the infrastructure cost is $10 million. In contrast, Mr. Pflum’s assessment is that projected cost is $3.5 million.

Traffic expert Mr. Pflum believes it would place an undue burden on any development team to address hypothetical traffic engineering issues which may not be significantly impacted by the development in question. Upon submission of a zoning application, a full and in-depth traffic study will be mandated by the Township. If it is found then that the new development place an undue burden on the southern intersection between Old Five Mile Road and Forest Road, then a new street light (cost of approximately $125,000) may be required.

Based on the financing model provided by 5th/3rd Bank, up to $5 million can be generated for infrastructure costs with the use of JEDD revenues derived from the new mixed-use development. No JEDD covering the Beech Acres property is suggested. Any additional road improvement costs associated with the redevelopment of the existing high school site could be funded by multiple methods. Options Include:

1. Excess TIF (potentially $27 million or more) over the life of the TIF covering the mixed-use development.2. Excess TIF revenues derived from other developments underway in the Township. 3. TIF from the Township’s area-wide TIF, which will be extended an additional 15 years with this year’s State of Ohio Budget.

The additional revenue may be used for other desired infrastructure improvements beyond what Mr. Pflum deems required. While not mandatory, the development team has suggested that a connector to the traffic light at 5 Mile/Nimitzview Drive would be ideal. Naturally this additional element would require land acquisition and cooperation with the impacted property owners. This connector would have tremendous value to the Township as well. This secondary connection to New Five Mile Road will allow for consolidated growth along the road and protect residential areas along Old Five Mile Road and South of Forest Road from creeping commercial development.

Access into the new development may be made from the Forest Road / Beechmont Ave intersection. We also have been in contact with the Al. Neyer Inc. development team that has proposed a new office project just east of the current FHSD’s administration building. In cooperation with them, a connection to Wolfangle Road is easily created. This second means of egress will allow for an additional access point from the Wolfangle Road/Beechmont Avenue traffic light. Our team has spoken with Al. Neyer, the developers of the site with access to this intersection, and they are willing to allow our project’s traffic to cross over their site.

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5

Financial issues

a. What is the projected cost to build the new high school?

Please see response to question 1D above associated with Option 2 plan. The Turner/SFA team will provide a Guaranteed Maximum Amount for the new high school construction, reducing the risk typically taken on by the public entity.

b. What infrastructure improvements must be funded by the School District?

Besides the $24.5 million shown in question 1d, the District will not pay any additional amounts for the new high school as programmed. If the District requests additional items such as the options indicated in 1d, those will be calculated independently.

c. What infrastructure improvements must be funded by the Township?

Mr. Pflum described the anticipated infrastructure work associated with the new development and provided a budget of $3.5 million. While the financial model run by 5th/3rd indicates an additional $1.5 million for the improvements, only those that are deemed necessary will be budgeted in order to eliminate any shortfalls during the early years or eliminate the use of a JEDD.

d. What infrastructure improvements will be funded by the Developer?

All infrastructure costs within the development area are the responsibility of the development team.

e. Does the developer still intend to contribute $2 million toward the renovation of the RecPlex?

In accordance with what we conveyed to the Park Board, the design/build team will provide improvements as desired for the $2 million. This assumes that there will be no further delays with the project approval process during the next few months.

f. Under the current proposed plan, the Developer would pay $1.00 for 47.99 acres of land (Forest Road site) with the FHSD paying all costs associated with transferring the property to Vandercar. The Forest Hills School District would in turn pay $6.9 million for 36 acres currently owned by BAPC. What is the Developer’s equity contribution?

The value of the land at Forest Road is offset by the demolition costs, internal infrastructure expenses such as roads, streetscaping, landscaping and utilities for sub-divided plots within the existing Anderson High School property.

g. Is the Developer paying for demolition of the existing buildings on the Forest Road and BAPC sites?

Yes.

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h. In his June 25, 2015 letter, Tom Caldwell with Continental Real Estate Companies stated that “The Master Developer will provide a mutually agreeable guarantee for a portion of the TIF payments as part of this transaction which will be further defined and modeled.” (In his letter,“Master Developer” is defined as a joint venture between Continental Real Estate Companies and Vandercar Holdings, LLC.) During an August 7th meeting, Mr. Caldwell stated that individuals associated with Continental would provide personal guarantees adding “we’ll take some of it [risk] but not all.” At the conclusion of an October 1st meeting, Tom Fernandez with SFA Architects stated that individuals with Continental, backed by the company, would guarantee any of the FHSD’s debt service shortfalls for the life of the debt. Which of these statements is correct? Who/which company is providing the guarantee? Continental? Vandercar? Individuals? All of the above? In addition, how long is the guarantee? Until TIF revenues are generated off of the Forest Road development? For the life of the FHSD debt? Other?

See 3 above. Another way to simply understand the proposal is that the developer is guaranteeing that a certain amount of improvements ($120 million minimum) are to be set in-place that will generate the required $49.1 million for the new school. While there are other projected TIF dollars generated, those are not within the guarantee being provided.

i. The Developer has not included the cost of the public infrastructure in his budget but rather proposed that the Township fund the road improvements. In one proposed scenario, TIF monies would first be used to fund FHSD debt service for a new high school. Any additional TIF funds would be committed to reimbursing the Developer and/or individuals associated with Continental Real Estate for their personal guarantees before Anderson Township would receive any TIF proceeds. In what sequence will the TIF funds be reimbursed to the Forest Hills School District, guarantor, and Anderson Township? Do the individuals and/or companies providing guarantees expected to be paid back and if so, when? After the FHSD but before Anderson Township?

See 3 above.

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6

How do you think the new development at the Forest Road site will impact the surrounding residential neighbors?

The new development at the Forest Road site will positively impact the entire community. The limited neighbors across from the development on Forest Road will see significant increase and demand for their properties, perhaps as medical/professional offices rather than residential. The new development will provide much-needed services to Anderson such as office space, hotel, senior housing, and upscale apartments. All of the aforementioned spaces are lacking within the area. It will also provide an opportunity to connect New Five Mile Road with Forest Road to create a centralized downtown Anderson connection. A second connection to New Five Mile Road, in addition to that on Beechmont Avenue, will encourage consolidated growth along the already commercialized New Five Mile Road. This commercial densification will help protect residential areas along Old Five Mile Road and South of Forest Road from creeping commercial development.

The new development will create local jobs and introduce new tax payers. Bolstering the existing tax base will help support the entire Township. A centralized commercial district within Anderson will be an attractive destination for residents. In addition, densification of commercial property will protect local residential communities. These two factors will contribute to raised property values in the surrounding neighborhoods and potentially instigate future residential development.

7

How do you think the new high school will impact the residential neighbors both in Anderson Township and the City of Cincinnati, which are in the vicinity of the park?

The new High School campus will have more amenities for the residential neighbors surrounding the Beechmont Avenue site. The campus will have more walking trails (.9 miles), and playing fields than before. The RecPlex will continue to host a variety of services, amenities and events available to residents from its updated facility. In addition, there will be value added through shared services between the park and the high school, including more parking for games and events such as Anderson Days.