REDEVELOPMENT OF THE UNION PACIFIC FREIGHT TERMINAL LOS ANGELES, CALIFORNIA by D. Michael Gray Master of Business Administration University of California at Los Angeles 1973 SUBMITTED TO THE DEPARTMENT OF URBAN STUDIES & PLANNING IN PARTIAL FULFILMENT OF THE REQUIREMENTS OF THE DEGREE MASTER OF SCIENCE IN REAL ESTATE DEVELOPMENT AT THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY SEPTEMBER 1985 D. Michael Gray 1985 The author hereby grants to M.I.T. permission to reproduce and to distribute publicly copies of this thesis document in whole or in part. Signature of the author D. MicVael Gray Department of Urban Studies Planning August 9, 1985 Cert if ied by Assistant Professor of Plannin C i and Re Lynnd B. agalyn Estpte, Deve)cgment Accepted by Lawrence S. Bacow Chairman Interdepartmental Degree Program in Real Estate Development MASSACHUSETTS iNSTITUTE OF TECHNOLOGY SEP 0 5 1985 LIBRARES 1 Redevelopment of the Union Pacific Freight Terminal, Los Angeles, California by David Michael Gray Submitted to the Department of Urban Studies & Planning in partial fullfillment of the requirements for the Degree of Master of Science in Real Estate Development. ABSTRACT This thesis is an investigation of the feasibility and highest use for the Union Pacific Freight Terminal located in Los Angeles, California. The site consists of 20 acres located in an industrial strip between the Downtown area and the eastern Hispanic neighborhood. The site was selected because of the architecturally interesting brick construction, the detailing, the potential for a joint venture development, the potential tax benefits, and the potential to create a Downtown focal point. Redevelopment of the area has begun with the construction of a new produce market across the street from the site. Development is constrained by the functionally obsolete footprint and by a seismic ordinance which will require a $10 per square foot investment for compliance. Existing zoning will permit all desired uses but the site is not located on important existing bus lines, a sever handicap for Hispanic residents. The demographics within 1 1/2 miles of the site, consist of a dense population concentration but an extremely low median income of $10,108. After reviewing various potential industrial, retail and office uses the development program proposes a mixed use development. The first phase would consist of a Farmers Market and specialty retail services such as restaurants and a convenience store. Later a warehouse store could be added based upon the initial cash flow. In the final phase the last existing building is renovated into additional office space. The financial reward is maximized and the risks minimized in the Phase One development, with the other phases showing marginal returns at conservative rental rates. However the combination of risks will make it very difficult to finance even this portion even with the land contributed. Because of the location, the complexity of the mixed uses, potential financing problems, and the poor income characteristics, the conclusion of this thesis is that the market should be tested first with a Farmers Market. The success of this relatively inexpensive component would validate the development proposal and provide viability for a financing request. 2 TABLE OF CONTENTS INTRODUCTION .............................................. .6 Site Context............ .................................. 7 History of Los Angeles...................................7 Economic Profile: Los Angeles............................9 Redevelopment and the ProduceMarket....................11 Constraints............................................14 CHAPTER I: USE ANALYSIS....................................15 Site Attributes.......................................15 Physical............................................15 Environmental.............. ..... ............... 18 Legal................ ........................ ........... 20 Highest Use..............................................22: Industrial............... . . . ................. 22 Retail...............................................23 Office..............................................32 CHAPTER II : DEVELOPMENT PLAN.... ............................34 Cambined Mixed Use Development ................................ 34 Deal Structure............ .................. ............. 36 Phased Development.......................................36 Risks..................................................39 Development Strategy.....................................40 SUMMARY ....................................................44 EXHIBITS...................................................46 APPENDIX A: CENSUS DATA................................. . .. 61 APPENDIX B: FINANCIAL PROJECTIONS...........................65 Sources of Information...................................66 Phase One................................................67 Combined Development ..................................... 76 Limited Development......................................85 . .......................... ...... 92 BIBLIOGRAPHY............... 3 LIST OF TABLES, EXHIBITS, AND APPENDICIES Tables Table 1 Population Camposition, City of Los Angeles, p.9 Table 2 1981 Urban Family Budget Comparison, p.11 Table 3 Existing Structures on the Union Pacific Site, p.15 Table 4 Site Timed Driving Study, p.18 Table 5 Demographic Study for Census Study Areas, p.19 Table 6 Los Angeles Seismic Rating Classifications, p.21 Table 7 Financial Feasibility Industrial Development, p.23 Table 8 Family ExpendIture Patterns Classified by Family Income Before Taxes, p.24 Table 9 Projected Trade Area Product Demand, p.25 Table 10 Daytime Population and Projected Service Market, p.26 Table 11 Annual Los Angeles Visitor Spending, p.26 Table 12 Renovation and Proposed Construction Summary, p.34 Table 13 Proposed Use Surnary, p.35 Table 14 Comparative Financial Suinary, p.39 Table 15 Phase I Financial Suninary, p.43 Exhibits Exhibit I Site Location: Los Angeles Region, p.47 Exhibit II Site Location: Downtown Los Angeles, p.48 Exhibit III Aerial Photo Site Location, p.49 Exhibit IV Zoning Regulations, p.50 4 Exhibit V Predominate Use Map, p.51 Exhibit VI Downtown East Map, p.52 Exhibit VII U.S. Census Map: Study Areas, p.53 Exhibit VIII Median Income Less Than $10,000, p.54 Exhibit IX Easements, p.55 Exhibit X Site Plan: Existing Structures, p.56 Exhibit XI Proposed Site Plan, p.57 Exhibit XII Development Cost Budget, p.58 Exhibit XIII Operating Proforma Stabilized Year, p.59 Exhibit XIV Project Assumptions, p.60 Appendices Appendix A Census Tract Data, p.61 Appendix B Financial Projections, p.65 5 I. INTRODUCTION This thesis will investigate the feasibility of redeveloping an existing California. the railroad freight terminal located in This investigation will consist terminal's site attributes, Los Angeles, of a discussion of the demographics of the market, an evaluation of possible uses as well as a proposal for the best utilization and best of the site. The evaluation of the site's use will include both rehabilitation of structures the existing and redevelopment of the entire site. structures are in a deteriorating highest existing Currently the status partially leased on short-term leases to local produce distributors. The site was selected for evaluation because the structures represent architecturally interesting brick containing gargoyles and other decorative detailing. available by represents an opportunity for utilizing investment the time the these developer, its inexpensive automobile urban center. and buildings experienced Angeles buildings The site is for joint venture development minimizing the up investment At existing the age were greatest growth, the buildings credit. Los Angeles constructed, tax and with the availability transportation As a result, of became a lacks lacks the sense of a downtown of decentralized more than any other major city 6 front center. Los Combining based lack of an urban center with a transportation system this upon automobiles, has resulted in few affluent downtown residents and a deserted This site an represents create a historic retail focal point in to opportunity evening environment. a city with relatively few historic buildings based upon its more recent growth into a major population center. Site Context side Pacific Freight Terminal is located on the Union The Exhibit I places the site in the southeast corner of Exhibit II, a more detailed street map, shows the downtown area. location of the site in this downtown area. visible looking north from the Santa Monica 10, Olympic of Alameda Street south of 8th Street and north of Boulevard. the Interstate 5, Angeles freeway, the Santa Ana Freeway, Produce It 60. California market in an is U.S. 101, Interstate area, freeway, and the Pomona located adjacent to industrial is site The west of the intersection of the Golden State just Freeway, east Los the Exhibit III, approximately 1 1/2 miles from the financial and office center. Street Address: 840 South Alameda Legal Description: Tract 2315 Distract Map 120 B 213 Los Angeles History City The over excess the of activity, of Los Angeles has grown at an astonishing past century growing from only 50,000 citizens 3 million. This growth has been fueled by pace to in economic the region's desirable climate, and the City's ability 7 was Angeles The City of the to adapt its environment to its needs. Neve, established in 1781 by the Spanish governor Felipe De and founded by eleven families who were promised their land after homesteading for five years. In 1849, Army made when the U.S. In 1880, the its first survey, the pueblo had 2,000 inhabitants. Santa Fe Railroad completed its link with the Midwest and by 1890 the events two years Over the next had increased to 50,000. population City's population. increase were critical to a tenfold As a result of this discovery, Doheny. Angeles had become the oil center of the West. the beginning of construction in 1905 by William the City's With North. economic the activity in the The first was the discovery of oil in 1892 by William first thirty 1890 Los The second was by Mulholland water aqueduct from the Owens Valley availability of and land to of the increased water, population between 1920 and 1930 resulted in By 1930 Los Angeles was the growth from 576,673 to 1.2 million. nation's fifth largest city. In 1940 the City's first freeway was completed, link Pasadena. with The new mobility and a the six-mile continued availability of new sources of water from the Colorado River California Northern combined into By 1950, business and residential flavor. interchange foot height The Los was completed and in 1956, disbursed a four-level freeway the removal of the limitation paved the way for Union Angeles's and high-rise Pacific Freight Terminal is accessible 150- buildings. to this large population concentration through the City's freeway system. By 1980, the population had reached 2.8 million and during 1983, 8 Los Angeles passed Chicago and became the nation's second largest of City the Department, approximately 3,046,696. the 1983 the population was estimated at and 15,500 Planning grow steadily at an annual rate to continues the City to According city. According to the 1980 Census, the City of Los Angeles represented of 40% nearly total the population of the Los Angeles Metropolitan Area, which stood at 7,777,403. Economic Prof ile The City of Los Angeles has a diverse racial and ethnic mix. and Between 1970 persons increased, 1980, while constant. relatively and the percentage of Hispanic the percentage Blacks of Asian remained which The City's Hispanic population is located directly to the east of the Union Pacific Freight mostly Terminal is larger than any concentration of people in the world except for Mexico City. Spanish speaking This Hispanic market this is a key to any comercial development of this site because population represents a primary retail and employment market for the area. Table 1: Population Composition, City of Los Angeles %Change 1970 1980 Hispanic 18.0% 27.5% Black 17.3 17.0 (1.7) White Native American Asian 60.7 0.3 3.7 48.3 0.6 6.6 (21.4) 100.0 78.4 100.00 Source: The 52.8% 100.0 City Economic Development Office. An Economic Profile of Los Angeles. Page 2. Los Angeles-Long Beach SMSA is the nation's 9 largest retail market. Taxable billion in 1982, buying while total county sales exceeded $31 alone represents one-third area billion the of population, retail sales of the three West Coast and power, $13 The Los Angeles State Board of Equalization,1982). (California marketing retail sales in Los Angeles alone totaled states (Sales and Marketing Management Magazine, 1983). of Many the nation's top industrial companies principal headquarters in Los Angeles. MCA, Teledyne, Lockheed, Richfield, Hughes International. Aircraft, Of Medical American and 70 the 100 largest firms in California, Combined 1982 revenue for largest industrial firms was more than 10 area's Among these are Atlantic Occidental Petroleum, Northrop, Carnation, are based in Los Angeles. these their have These same companies employed nearly 96,000 people of the billion. $95 (Los Angeles Times, 1983). The business major City of Los Angeles is unique among the nation's centers in the extent to which its buildings are dispersed throughout the region. office high-rise Currently, there space is a total of 93.4 million square feet of high-rise office in will the region, add over and construction is under way on buildings 11.7 million square feet of additional that space (Coldwell Banker, 1983). Table 2 points out that the cost of living in Los compares favorably with other major metropolitan areas. Angeles The cost of living is 15% below New York City with only three Southeastern cities lower than Los Angeles. 10 Rank Table 2: 1981 Urban Family Budget Comparison Metropolitan 1981 Metropolitan Rank Area Area Budget 1981 Budget 1 2 Dallas Atlanta $22,678 23,273 9 10 U.S. Average Seattle $25,407 25,881 3 Houston 23,601 11 Philadelphia 26,567 4 5 6 7 8 Kansas City Los Angeles/LB Baltimore Detroit Chicago 24,528 25,025 25,114 25,208 25,358 12 13 San Fran/Oak 27,082 Washington D.C. 27,352 14 New York 29,540 15 16 Boston Honolulu 29,213 31,893 Source: U.S. Department April 1982 of Labor, Bureau of Labor Statistics, Redevelopment and the Produce Market Angeles The of The Although it of Los opportunities for City the mandate from the City receives its the CRA is actually a semi-autonomous agency. government, by empowered Agency of in 1945 to promote established was housing and jobs. private Redevelopment Camunity The State sources, redevelopment law, by funded public It is and citizens. and governed and advised by private governing Board is appointed by the Mayor with the approval key actions. the City Council which also must approve many Redevelopment Law City Council members (1945). Community California Agency's authority is outlined by the initiate the redevelopment process by asking the CRA staff to study a specific and submit a plan for adoption. neighborhood The redevelopment Plan enables the Agency to use tax increment financing, issue tax exempt bonds, acquire, develop and sell property, establish land use controls, and pursue federal and state grants. The redevelopment adjacent, Pacific Union district across although Alameda it Street, 11 not is Terminal is to included located the in the immediately Central City Redevelopment District. redevelopment Tokyo projects tools in are located north on Alameda Little Therefore, the of the CRA such as tax increment financing are and to the northeast in financing Other Street. process of being cleared across the Alameda the in as well as the site of the new produce market site Terminal Exhibit III shows Union Pacific Freight Heights. Boyle not available without a lengthy staff study and Council approval. actions the dramatic effect upon the site. Produce Market. Angeles market dated to prior back The World War I and were 1970's produce the buildings existing and overcrowded a The Los Angeles Produce Market distributes of the fresh fruits and vegetables in the United States a substantial source of employment. represents and City's From the redevelopment will be the catalyst to the upgrading perspective, of In the late to leave the City. threatened blighting influence. 40% a greatest impact to the site is the redevelopment of the The Los have to of the CRA have and continue However, efficiency the Eastside Industrial Area and will improve the Mayor Bradley through his and the sanitary handling of produce. Office of Economic Development did not want this industry to move south to the City of Bell, from the and he obtained financing for a study Economic Development Department of the The Conerce. Department major problem pointed out by the study was were the Produce necessary increase in rents to finance new development. distributors of used to paying annual rents of $3 to $4 per square foot versus the $7.80 which the proforma indicated. Ultimately which would own an agreement the land, was worked out between and 12 a partnership the between City the Developer, Birtcher Dealers & Brokers. consist of capital involves almost $62.7 million buildings shell for and relocation acquisition, costs. administrative Central Alameda, construction, site adjacent cold demolition, Terminal (See Exhibit II). from the Union site will at ending Freight Pacific to Phase One is the portion closest This new the Freight Terminal is currently nearing completion. development from Produce Market Site runs east The street the across and documents Eighth Street and Olympic Boulevard between site for improvement, street construction architectural/engineering, investment million of public funds $26 and storage/warehousing dock total The private improvements, tenant improvements, and of and office site. developed on a 28.9 acre area will 1986 in The project when completed Produce of the Association 529,600 square feet of new warehousing, merchandising project and Pacific, have one negative effect on the Union by closing off Eighth Street reducing western Pacific from access the downtown area. The Mayor's economic development staff and the CRA were also involved in Market. This Streets Economic and is just the private development of a new market west is located between of San Pedro Street. Wholesale Flower and Eighth Seventh The City Develoment Administration grant invested through $1.5 an million owns the roof-top parking lot over the market building which owned by the Southern California Flower Growers Inc, profit association. 13 a non- Constraints On Redevelopment Of The Union Pacific Site of Redevelopment by constrained factors. several Terminal Freight Union Pacific The first is the terminal Business V) the site is not in either the Central Exhibit a nor District The neighborhood. residential industrial environment limits retail and office uses which would more be in located purpose single residential District. Business is Located in a thin industrial strip running North-South location. (See the or neighborhoods in often Central the This is especially true in an area of older industrial Loa buildings. strict Angeles's seismic ordinance requires expensive compliance reducing both the financial feasibility and design flexibility. Because of the neighborhoods' current image residents of other areas of the City The the area despite tremendous freeway access. avoid nearest residential neighborhood is the Barrio or Hispanic section of Los Angeles. an and This Capitalizing opportunity. opportunity economic ethnic neighborhood represents both a constraint can The of the surrounding neighborhood are poor development making it difficult to attract retailers. of the location Finally, the existing buildings fixed on the site limit site flexibility narrow as well as traffic and pedestrian buildings of fronting the site, on flow. increase walking distances between and to and from parking. back market ethnic this opportunities. other limit demographics on planning The long buildings, Available vacant land is located at the a long walking distance from Alameda Sreet, the buildings and without street visibility Exhibit X). 14 (See CHAPTER I: USE ANALYSIS SITE ATTRIBUTES Physical Attributes Structures: Existing acres upon which exist five buildings footage listed Table 3. in approximately site consists of The 20 each containing the square The positions of the individual buildings can be seen in Exhibit X. Table 3: Existing Structures On Union Pacific Site Structure Floors Square Ft./Floor Total Square Feet 2 1 1 2 1 11,619 22,619 28,199 25,750 42,940 23,328 22,619 28,199 51,500 42,940 Head House Freight House #1 Freight House #2 Freight House #3 Freight Shed 168,586 Total The Freight Shed will not be included in the proposed development because it the exception to remaining structures with The be historical little although appear to be in sound condition of compliance with the City's earthquake The exterior walls are constructed of brick and structural steel interior frame and tar and remainder or buildings, discussed later. ordinance of other The has been deferred, maintenance and disrepair interest. architectural with in is of the site consists of unused the cotta terra gravel rail of roofs. lines, old deteriorating asphalt, and an old wood automobile unloading dock. 15 The the site limiting site planning flexibility. X, on structural constraint is the location of buildings main As shown on Exhibit four of the existing buildings are approximately 50 feet wide and from 200 to in excess of 500 feet long. limit severely manufacturing Not only does this it also but or industrial use, Parking must be creates long walking distances for retail uses. located optimum where space is available rather than to provide construction new Additional access. is to confined also available rather than optimal locations. expansion the City's capital improvement plan to prepare for the of the construction under Los Angeles Produce Market which is across Alameda from the Union Pacific Terminal site. Olympic to any also be widened as part will Boulevard project. of Alameda Street was widened in 1984 as part Infrastructure: During 1985 same this of All utilities exist at the site and have been up-graded meet future demand of an expanding produce development However market. must consider a storm drain, sewer & viaduct which crosses the site and which is shown on Exhibit IX. Transportation: The primary source of transportation Angeles is the automobile. The City originally had an excellent rapid transit system, the Pacific Electric. and long 1950's. disbursed distances Since that Los in Inexpensive gasoline lead to the demise of this system time insufficient density and character have combined with an extremely the high the in City's fixed rail construction cost and poor operating projections, to prevent construction of a new mass transit 16 system. Los Angeles is the currently the and densest city in largest States United A subway system, Metrorail, is in without a fixed rail system. the planning stage but has had substantial funding problems the federal Station government. with The.system would run west from Union along the Wilshire corridor and then north into the Fernando Valley. The system is not planned to be located near the Union Pacific Freight Terminal and will not affect the Another proposed system running to Long Beach using site. existing upon right-of-way could affect the site depending railroad San the route selected. An extensive bus system does exist primarily servicing lower income residents. infrequent service transportation is However, residents, #31 existing the wider around the Union #68, retail travel on lst areas. A and similar The main lines, on Central and San Pedro. which travels industrial areas. these streets situation exists #60, The only lines traveling east and west on Olympic #358, primarily are on and through The availability of bus service to the site is essential for any retail development at this site. are Freight Brooklyn #53 and the for Pacific Alameda and Olympic are an express bus to Long Beach, #66 Bus use. main east/west routes servicing north and south. traveling located and attracted resulting major source of transportation located Terminal. through not has the residents Hispanic long commuting distances and The Retail sales also affected by the number of packages a customer can carry on the bus. 17 A timed driving study was made to determine driving time Access: to and from the site. minutes the As shown below, 5 driving access within is in excess of 1 1/2 miles with the exception of toward west. the of this direction you run into the traffic In Central Business District and can only travel 1 1/2 miles. Table 4: Site Timed Driving Study Distance(miles) Direction Intersection Reached North East South West Macy St./Union Station Lorena St/Olympic Blvd. 41st St./Alameda Street 9th St./Broadway Blvd. These 2.5 3.0 2.5 1.5 can As driving times do not include freeway travel. be seen in Exhibit I, the site is within convenient driving distance of most of Los Angeles. ENVIRONMENTAL Land Use: In April 1985, new a zoning ordinance became the effective under the City's General Plan which was adopted by City Council in June 1979. heavy industrial The site is zoned M3-3 which permits The height limitation is development. times the building area of the lot, uses three far in excess of anticipated and there are no required setbacks. One parking space is required for each 500 square feet of building up to 10,000 square feet and thereafter one space per 5,000 square feet. Since lower uses are cumulative in higher zones almost any sort of industrial or conmercial use is permitted. Residential development is not City has this classification. However, the permitted under permitted artists' conversion of warehouses into lofts north 18 of the Existing Zoning Regulations and Predominant Land Use site. be Exhibit V, in seen can As for Downtown Los Angeles is shown in Exhibits IV and V. is Terminal the Union Pacific Freight located in a thin Industrial strip running north/south. The Neighborhood: radius This VI with a 1 1/2 mile economic radius highlighted. Exhibit according because, selected was to the on shown is Angeles area of Los downtown Land Urban Institute, the theoretical trade area for a neighborhood use such as a convenience store is 1 1/2 miles. Map Census States is miles the theoretical trade area for a and radius community Demographic data from by a supermarket. anchored mile United an The 3 mile radius was included because additional 3 mile radius. 3 same 1 1/2 the with Exhibit VII is a center Appendix A, Census Tract Data, is sumarized below in Table 5. Table 5: Demographic Data Census Study Areas 1 1/2 Mile Radius 42,103 312,146 11,583 $10,108 3.6 93,286 $11,255 3.3 Population Households Median Household Income Persons Per Household Source: 3 mile radius U. S. Department of Commerce, U. S. Census of Population 1980. Exhibit less VIII Both $10,000. than predominantly low these of study in 1980. income residents as compared with the The study area directly 19 around is contain areas income for Los Angeles and Orange Counties household $18,770 shows census tracts in which the median income median which was the site contains some of the poorest residents of the City. reviewing In that it is clear two study areas, the the primary trade area for a conmercial or retail development is the Going beyond this radius includes a completely 1 1/2 mile area. different economic area, the Downtown Business District and Civic or Center, substantially cultural and ethnic different neighborhoods. LEGAL Legal The Status: existing the of owner is site Upland Industries Corporation, the real estate development subsidiary of Union Pacific Corporation. their return term increasing on short distributors. The from the site which is currently rented to leases small wholesale produce available preferably on a joint venture is property Upland is interested in basis and according to Upland was recently appraised at $12 million. with ordinance The 1934. loss regard to masonry buildings or injury classifies ordinance using the structure. basis and and a strict constructed before City of Los Angeles purpose of this legislation is life of The Ordinance: Earthquake reduce has to reduce the risk of earthquake All buildings were classified on a cursory starting with the highest risk Terminal buildings Headhouse has a classification of remaining buildings 3B. Industries people buildings based upon the number of are being The Union inspected and cited for compliance with the ordinance. Pacific The damage. 3A and the When cited under this ordinance, Upland will have two choices. 20 They can make all mandated changes within three years, the masonry walls to the roof and floors, to other make currently modifications. mandated starting to they can anchor or within one year, review and then have 6 City years are inspectors buildings classified 3A. Table 6: Los Angeles Seismic Rating Classifications Hospital/Municipal Occupant load > 100 Occupant load > 20 Occupant load < 20 I II III IV Essential Buildings High Risk Buildings Medium Risk Buildings Low Risk Buildings Source: Department Of Building & Safety. Division 88 Earthquake Hazard Reduction in Existing Buildings. 1982 Edition. During 1985 Upland Industries can expect that they will be cited In addition to anchoring the walls, other under this ordinance. possible modifications installation seismic of vertical engineers the resistance cost of these between $4 and $12 per square foot. $10 receiving on all modifications the estimates range cost the for ordinance compliance of this similar buildings in places and area. If if the owner fails to after comply the Building & Safety Department will building vacated. criminal can This department also has legal and civil, to approximately development of this site an order from the City, with the ordinance, both the affects dramatically the Obviously, per square foot. constraints According elements. of the Union Pacific Terminal to be modifications and Based upon a review of their City the inspection, preliminary roof could be strengthening of the if the owner fails to order options, vacate. The Department also has the legal authority to require darolition but 21 The Department has only required this action in nuisance cases. square of Building & Safety estimates domolition costs at $4 per foot or approximately $674,000 for the five existing buildings. cost for Upland Industries to delay compliance The opportunity but not demolish is the loss of revenue on approximately 62,000 square feet at $2.40, or $148,000. HIGHEST USE Industrial Surrrounded by warehouses and light industrial buildings and the of the heavy industrial area in the City of north just Vernon, heavy Union Pacific Freight Terminal is currently zoned for Industrial industry. the would require the demolition of buildings architecturally interesting masonry existing the use existing buildings are functionally obsolete for because industrial The existing configuarations, averaging 350 feet long but use. techniques or typical office square floor assembly parallel do not appeal to modern feet wide, 50 only Currently plans. feet is leased to produce small approximately 62,000 wholesalers. According to Coldwell Banker & Company this rent for approximately $2.40 per square would foot, space generating annual revenues of $148,000, the amount the railroad is currently charging on month to month leases. An option available to Upland Industries is to demolish the existing buildings and construct new modern tilt-up construction. According to Coldwell Banker the local market would be willing to pay floor $3.70 per square foot for new space in the area ratio of .5 would result 22 in the area. Using construction a of square feet. 351,650 rental potential Listed below in Table 7 are the costs and the of redevelopment income from industrial site. Table 7: Financial Feasibility: Industrial Development Per Square Foot Land $25.00 Site Costs Construction Costs Soft Costs Total Annual Mortgage Payment (12.5%)(30 yrs) 6.21 Annual Gross Revenues 3.70 redevelopment is not financially Industrial a combination of factors. New industrial less expensive land. on occurs 4.25 15.00 4.00 48.25 At this feasible based upon usually development location inexpensive supply, rents resulting from obsolete construction and available not support redevelopment on high land values in a downtown will This problem is increased by costs to comply with the location. seismic ordinance or to clear the site. To compete with typical have to offer additional amenities such as open space and landscaping in office an parks area ratio and obtain higher rents, the site would which does not require set backs and has a permitting Therefore development exceeding the floor ground area area. industrial development of the site is not feasible this time. Retail 23 at Market Demand: order to determine the demand In for various retail services the median annual income of the 1 1/2 mile area, $10,108, Expenditure patterns has been compared with the Department of Labor's Surveys. for: trade Table 8 compares different expenditure households located throughout the United States, families located in the Los Angeles and Long Beach SMSA, and for families Total with demand population most part, an for income level equivalent to the study retail goods and services from the area. resident in the study area is projected in Table 9. the data for equivalent income groups to For the the study area was used to predict potential demand. Table 8: Family Expenditure Patterns Classified by Family Income Before Taxes Expenditure Food At Home Food Away Alcohol & Tobacco Housing Fuel & Utilities Household Opns. Household Furnishing Clothing Laundry Transportation Health Care Non Prescription Drugs Personal Care Recreation Reading & Education Insurance $ pension Source: Percent Distribution All Families LA/LB Income Group 14.0% 5.1 2.9 30.8 5.0 12.4% 6.1 3.2 33.7 3.2 18.1% 4.2 3.3 33.5 5.8 5.4 5.6 5.9 4.7 4.3 4.0 6.8 6.9 5.6 1.0 19.3 1.1 18.1 1.3 16.0 6.4 0.7 5.6 0.6 7.1 0.8 2.0 8.6 1.9 8.9 2.0 8.4 1.4 8.0 2.1 6.5 1.0 4.4 Bureau of Labor Statistics, Annual Expenditures and Source of Income Survey 1972/1973. Sudocs#:L 2.3 1985. Data was adjusted to 1980 Census Date. 24 Table 9: Projected Trade Area Product Demand Study Area Median Income $10,108 Total Income Study Area $117,076,976 Percentage Family Income Dollars (000) Market Area Food At Home Food Away From Home Alcohol & Tobacco 18.0% 4.5 3.0 $21,074 5,268 3,746 Housing Fuel & Utilities 33.6 4.0 39,338 4.683 Household Operations Hamefurnishings 5.8 4.1 6,790 4,800 Clothing 5.7 6.673 1.3 16.0 7.5 0.8 2.1 6.5 1,522 18,732 8,781 937 2,459 7,610 Expenditure Laundry Transportation Health Care Non-Prescription Drugs Personal Care Recreation Education 1.0 1,171 Insurance & Pensions 4.5 5,268 Daytime Population: Produce Market According Revitalization objective of the City in new indirect jobs. American work of resident Sumary, a primary and Minority employees (primarily Mexican- Asian-American) comprise nearly 85 percent of approximately the Wholesale Angeles and create 500 new direct force in the produce industry. represents ratio and Program Los this redevelopment was to maintain 2,500 primary and 3,000 secondary jobs, 600 to the Since the Produce 50 percent of Census Tract daytime population of this Census census population was used to estimate the daytime population of the 1 1/2 mile study radius. 25 Market 2064, Tract the to the the incremental Table 10: Daytime Population and Projected Service Market Produce Market Primary Jobs 3,000 Population: Census Tract 2064 Ratio: Primary Jobs/Population 1,348 2.2 42,103 92,626 50,523 Population Study Area Projected Daytime Population Daytime Population Increase 10% 5,052 $4.00 $20,208 Site Luncheon Frequency Daily Luncheon Population Average Daily Expenditure Total Daily Revenues Annualized Daytime Revenues $5.25 million Sources: City Economic Development Office, Office of the Mayor. Los Angeles Wholesale Produce Market Revitalization August 1983; Department of Program Sunnary. Cainerce. U. S. Census of Population. 1980. According to the Visitor Profile, Visitors: Annual Report for 1984 prepared for the Los Angeles Visitors & Convention Bureau by CIC Research Inc. visitor days to the City of Los of San Diego, Angeles totaled 264.7 million. Dividing their total expenditures of $8.0 Billion by the visitor days results in an expenditure $30.19 per person per day. day is $81, visitors however, of The equivalent group expenditure per this is artifically low because 30% of the stay with friends. For those not staying with friends the table below projects average per group per day expenditures. Table 11: Annual Los Angeles Visitor Spending Dollars/Day Expenditure $71 27 Lodging Meals Out 10 Alcohol 24 17 15 41 $205 Amusements Transportation Shopping-Food Shopping-Non Food Grand Total Source: Percentage 35% 13 5 12 8 7 20 100% CIC Research Inc. Visitor Profile, Annual Report, 1884. 26 The total amount of potential visitor purchasing power for a to restaurant and retail'center could attract visitors festival the largely deserted downtown site in the evening. use oriented site oriented A tourist extent upon the type of development. great a to of the Union Pacific Freight Terminal depends development attract visitors to the the proposed The site. local the which is oriented primarily toward plan development a toward the Hispanic population to the east of not would However, does not rely on revenues from visitors. market, Store: Convenience location franchise Corporation Southland criteria, according to its located at the looks for sites entrance to a residential neighborhoods containing at least 1,000 residential homes within 3/4 of a mile from a potential site. A 7,200 7- the of pioneer convenience store with approximately stores throughout the nation, corner lot on which to build a free standing 2,500 building. and area criteria. at With 42,000 people located within the 1 1/2 mile study over 11,000 households, the area more than for contains Food At Home (see Table 9). numerous small liquor The the Projected area stores liquor Across Olympic from the site for example store selling convenience items and delicatessen. annual surrounding small independent markets and carrying grocery items. a this meets Assuming that convenience retailers project their rent rent, a retailer would have to capture 5.7% of is foot square 5% of revenues, for a 2500 square foot store and a $24 Demand a also prefers Southland Eleven containing These small retailers operate in run 27 a down fronts providing less selection at a higher margin than store the Based upon the limited competition, new convenience store. a and Home, available expenditures of $21 million for Food At projected rent only requiring a retailer to capture 5.7% of available market, a the the site represents an attractive site for a The only negative is convenience store combined with other uses. non-residential nature of the surrounding neighborhood which the is more than overcome by the daytime employment population. Other negatives such as Southland's desire for a free parking can be resolved with an adjacent and standing store appropriate site Despite these negatives, the site represents an excellent plan. in Store convenience store such a 7-Eleven a for opportunity conjunction with other uses. potential They site. expenditures of $26. 42 also look for weekly power than required by the Safeway criteria. expenditure person 42 the by then thousand inhabitants only $9.63 per person, of per week. more additional a food purchasing dividing However, results far below weeks in the a population from higher density would and weekly $26 The 1 1/2 mile area currently contains two Safeways and an independent market. supermarkets, the person per food expenditure of $21 million by 52 potential of As above, the 1 1/2 mile study radius with thousand inhabitants contains substantially the supermarket selecting 25 to 30 thousand people within 2 miles for looks sites Safeway Stores in Stores: Neighborhood per three Although compensate for the small per capita expenditure, the better locations of the existing supermarkets makes neighborhood stores a poor 28 use for the are Thus, Area. Industrial better are the existing stores these With most of to service the existing residents. located residential in located while the Union Pacific Freight Terminal is in the neighborhoods East stores existing The site. residents also dependent upon pedestrian or bus transportation it successful very difficult for a supermarket to be be would at this site. Farmers Market: see In the surrounding neighborhood, it is common to individuals selling fruits and vegetables in vacant lots store fronts. small the as well that predicts The density and total dollars available as Hispanic a farmers market would for market of this Although the local capture rate At Home within the 1 1/2 mile radius or 9.1% is very high, is existing much District is Therefore, Market. closer to the Hispanic population than farmers Central across Hispanic residents are currently traveling site to reach the Grand Central Grand excellent Market the site would have to capture 75% of the Food site an represent markets air With 33,000 square feet available for a market within a 3 mile radius. the open of cultural history development opportunity. Farmers or Los market located in Downtown Market, on Broadway currently servicing primarily Angeles. Hispanic only The Business Central the in the the customers. The location adjacent to the new produce market also makes this a natural represent location for a Farmers Market. This an excellent opportunity for merchants in the Market to sell directly to the retail customer. marketing market of space to produce merchants in 29 the would Produce The renting and Union Pacific also would Terminal create demand other for in uses the development such as the restaurants and office space. farmers California Direct The market. operating markets have and the San Fernando Valley. allows Burbank, Although these fruits and the proximity to the Los the advantage of selling vine ripened directly to the consumer, vegetables in one day per week have developed Gardena, Pasadena, Act Marketing Starting in 1978 Farmers growers to sell directly to consumers. Markets "certified" also the alternative of developing a is There Angeles Produce Market and potential for developing cross traffic a comercial market cooperating points to retail opportunities the for the Los Angeles Wholesale tenants However, to order in must be carefully selected and mixed A Market. site. market represents the best use for this farmers offering and with a daytime lunch market as well as meeting the demands of promote the adjacent Hispanic population. Restaurants: The density of population and availability of $5.3 for food away from home from the residential population, million combined with a potential annual daytime demand of $52.5 million, will support a substantial number of restaurants. appear to utilize numerous small residents and Brooklyn have site. and stands located along taco avenues. locations Four Central, Local Hispanic mexican San restaurants Pedro, 1st, regional or national fast food in the area but only McDonalds is close and chains to the The other chain locations are: Winchells, Pioneer Chicken, Carl's Samboe's, Hamburgers. Two Seasons coffee shops, formally are located in the study area, one of which is located at Olympic and Alameda. Two medium priced restaurants are 30 also located this at Salvatore's, Hofbrau. a expensive more Sam's quality higher and the Just to is located nearby at Olympic and Soto. restaurant and the Gala Restaurant intersection, north at 3rd Street is the Little Tokyo restaurant area and there are market. produce existing adjacent to the The most popular restaurant in the restaurants Chinese also Pedro on San Central. Produce Market is Vickman's a restaurant on 8th west of This popular restaurant those matching a market as to the luncheon employees of the produce available in the Head House, of feet square have would 1/2 mile to additional demand is the large number potential there customer is also a large number of An area. study "Coffee of which service manufacturing companies in the evening Center. and customers 8,133 With the development Home within the 1 From Away indicator the as 6.8% of the available market from daytime demand and the capture Trucks" market. well restaurants type as well as one or two better cafe type food business of higher quality fast appealing Food could The Union Pacific Freight Terminal site luncheon restaurants the of the produce market and staying open for luncheon market. attract 2:00PM until midnight operates from In area. affluent more Music who pass the site on their way to the The tenant mix is critical to establishing a mixed marketplace which will appeal to both daytime office use employees as well as Hispanic residents. Discount are Department Store: Two discount type department located northeast of the study area. stores Zody's is located 1st and Mott Street and the First Street Store is located at 31 at lst and Rowan Street. These two stores, combined with a large Sears store located adjacent to their warehouse at Soto and Olympic and of east just better are Terminal, the Union Pacific Freight Combining located to service the residents of the neighborhood. the less desirable location of the Union Pacific Freight Terminal with the or discount department store is department use not a good a that limited disposable purchasing power indicates for this site. represent a excellent site for a The location does, however, warehouse since access are stores freeway Warehouse stores primary criteria is they appeal to a customer willing for their lower 12% gross margin. exchange Azusa store. travel to Existing warehouse located in Burbank 15 miles to the Northwest and in area. a similar distance to the Northeast of the Downtown This site has excellent access to the west, south, and east. availability in of low cost space will be used as an inducement The to attract the traf f ic created by these high volume operations. OFFICE DEVELOPMENT The industrial area surrounding the site and the Market is totally lacking in high quality office space. consists almost exclusively manufacturing buildings. older of Produce The area industrial Without required setbacks there is landscaping or other office amenities. and no There is a perceived need for office space for the ancillary services of the Produce Market such as insurance and product brokerage. Through landscaping and the restoration of the architecturally interesting building there 32 is an opportunity to lease Class B office space. addition will to have its location adjacent to the produce the advantage of being part of a mixed making available additional services to tenants. 33 The site, market, use in also project CHAPTER II: DEVELOPMENT PLAN COMBINED MIXED USE DEVELOPMENT The development redevelopment of plan the Union Pacific Freight Terminal proposes Market, mixed use development consisting of a Farmers retail including space, and a on a phased joint lease basis. ground consist which wholesale warehouse store. of Of the 20 or venture office acres, Olympic an adjacent parcel located along Boulevard the existing and proposed new construction are as follows: Table 12: Renovation and Proposed Construction Summary Square Feet Head House Specialty Retail (1st Floor) Office (2nd Floor) Freight House #1 Specialty Retail Freight House #2 Farmers Market Storage/Refrigeration Freight House #3 11,619 11,619 22,619 28,199 51,500 125,556 Office Total Existing New Construction Farmers Market Warehouse Store Total New Construction 55,000 100,000 155,000 Grand Total 280,556 34 shed, Proposed uses and might be acquired later for expansion. Existing Structures 16 subordinated the freight The remaining 4 acres, a specialty services, food stands and convenience acquired be would the of analysis and the financial Table 13: Proposed Use Sumary 19.6% Farmers Market 55,000 Retail office Wholesale Store 34,238 63,119 100,000 12.2 22.5 35.6 Storage/Refrigeration Total 28,199 280,556 10.1 100% This Combined cost of million, $23.2 stabilized year, the The cash flow in $2.4 million, represents an 10.3% return on the total project cost. Assuming a permanent financing interest rate the cash flow will not support 100% of the project cost. of 13%, the cash flow with a 1.3 debt coverage ratio and Capitalizing capitalization ratio, million $14 support indicates that of debt or approximately the cost project, contribution combined with Upland Industries land finance a joint venture development. the of This investment the developer would have to invest $3.7 million. be a would project the To provide sufficient cash flow for the improvements. would $13.6 of improvements consisting of project total Mixed Use Development will have a million and a land value of $9.6 million. 12% Percent Square Feet Use to A portion of the developers investment would be used to reduce Uplands land carrying value to increase level. acceptable Uplands internal rate of return to minimum Pre-tax The Rate of Return Internal with for Upland and the developer and the deal investments the above structure The project discussed below are 9.75% and 9.44% respectively. has a high ratio of the land cost to the total project cost, 29%. This confirms the high valuation of the property relative to its view the redevelopment increase value. From an after-tax point of in the operating cash flow from tax shelter is not able 35 The tax to overcome the tax liability when the project is sold. benefits reversed in later years. than the pre-tax IRR. on If tax benefits from investment tax credit the tax could qualify for a 20% investment tax credit. This utilized tax credit of $2.7 million could be sold or improve the conservatively presented after-tax the law, structures are maintained in investment is As a result, the after-tax IRR is lower historical project to this increase cash flow in the early years but do As returns. presented in the analysis, the After Tax Internal Rates of Return are 7.3% for Upland and 4.7% for the developer. DEAL STRUCTURE The financial contributes projections assume Industries Upland Of the available cash flow, 80% is disbursed against the cumulative preferred and 20% When sold, say in ten years, Upland would receive the cumulative preferred return. to developnent fee, a to the land value plus 50% of the sales proceeds in excess current received 8% and a 50% interest in the cash flow excess of its preferred return. developer. a its land into a joint venture in exchange for cumulative preferred return, in that its The developer receives in addition Upland has and then a 50% interest in the 20% of the cash flow its cumulative return, until additional sales proceeds. PHASED DEVELOPMENT Assuming investment in that the the his developer wishes to minimize project, the controlling equation is the amount of land acquired upon which the 36 in variable cash the preferred on performed the relative financial second returns from analysis was the scaled down development where a analysis is hereafter referred to as the This renovation of Freight Houses #1 and #2 into retail, and office, Proposed Site Plan of the entire a and is project This development would contained in Exhibits X and XI. consist approximately 6 acres of the total of 16 acres planned to acquired in the Combined Development. the the A site plan showing the locations of the existing storage space. of Phase Phase One includes the Farmers Market and One development. structures developer's This development could subsequently be investment is minimized. expanded. a Therefore, uses. specific well as applicable, as is return be Phase One would consist of construction of the Farmers Market to be located between the House and Freight Houses #1 and #2. Head permanent display sheds. market feet square of leasable landscaping Extensive along renovated be would houses and space with the These sheds to the freight The existing add will 33,000 structures. existing eating areas are of construction included in this development. and Eliminated from the development are the warehouse store additional office space in Freight House #3. and attention Development In order to attract customers to the development site, would lease newly constructed space to a store retailer at less than the developers cost. store the warehouse The warehouse would require approximately 2.5 acres with an additional 4 acres for parking. This scaled down development would be at servicing a local market with convenience services. has Combined a total project cost of 37 $12.6 million aimed Phase One consisting of The in the stabilized year flow cash $9.0 million and a land cost of of improvements elimination of the warehouse store, $1.6 is a subsidized million. $3.6 The million. combined use, with greater density of development results in an increase in the Capitalizing the cash return on the total project cost to 12.3%. flow $9.0 million, similar amount of debt, the The improvements. resulting equivalent to the cost of Upland to return preferred reduced the with the smaller land acquisition combined from a indicates that the development would support above, as reduces greater return on investment without the warehouse store the developers investment to $769,000 and substantially increases the Internal Pre-tax Rates of Return to both the and Upland developer to 13.8% and 29.1% respectively. the However, increases substantially the reduces traffic to the site. 12%, combined hard risk project of the it because The extremely small gross margin of with a broad product mix of food as well and soft goods, store warehouse the of elimination as both attracts price conscious customers from a wide area willing to travel to take advantage of prices which are Discount Retailers and 35% below 15% below The warehouse perishable store its thin margin does carry not food products which is a natural use combined with Farmers Market. normally with Stores. Department limited a With their limited margin warehouses stores are to less expensive space unless the space is subsidized, as proposed here. A of third financial analysis was performed with the the office space in Freight House #3, 38 addition again eliminating the The store. warehouse office space additional aimed is at This additional space businesses servicing the produce industry. can be developed after the successful leasing of the office space Phase in to similar is The result of this financial analysis One. the results in the Combined Mixed Use very Development. Mixed Combined The Internal Rates of Return are similar to the Use Development with increased developer investment required the finance analysis larger land acquisition. The of results this Limited shown below in Table 14 identified as the are to development. Table 14: Comparative Financial Summary of Phased Development Land Cost Improvements Total Project Cost Stabilized Cash Flow $3,612 9,002 12,614 $9,687 13,637 23,324 $6,598 11,863 18,461 1,552 2,416 1.852 10.0% 10.4% 12.3% Return On Investment Limited Combined Phase One (000) Maximum Loan Amount 9,000 14,000 11,000 Upland Land Investment Developer Investment 3,611 769 9,684 3,713 6,598 2,752 IRR: Upland IRR: Developer 13.8% 29.1 9.8% 9.4 9.5% 10.8 Risks In addition redevelopment incur The of to financial risk discussed the Union Pacific Freight Terminal substantially greater risks than most other greatest risk is the location. industrial area, there is the will also developments. Because the site is substantial 39 above, risk to in an attracting for retail uses. customers shopping The necessity of changing and patterns is compounded by the existing transportation system the with nature of the surrounding ethnic this risk is the necessity of attracting the tenant right mix in order to create the right traffic of both area and the daytime employment population. Associated neighborhood. residents The development is an extremely complex mixed use project of both comnnercial and retail uses which will depend upon different ethnic, income groups. and occupational, Attracting tenants to offer agricultural products to residents in the same development with restaurants catering to This manufacturing and white collar employees is very difficult. problem made is more difficult by having to these establish different uses in existing building. As discussed above there are substantial risk trade-offs between the increased traffic of Combined Mixed Use Development and the decreased investment risk of the Phase One Development. Finally, there is great financial risk for the property owner and the lender from these risks. will It be very difficult to convince a lending institution to make financing The the use, specialized location will combined equity. as available even with the existing property and with the demographics make financial institutions extremely the cautious. Upland Industries will show similar caution with a As the owner, real estate asset appraised at $12 million at risk as collateral for this loan. DEVEWPMENT STRATEGY Upland Industries with its corporate 40 mandate to develop term Pacific's real estate holdings maximizing their long Union believes that the property's real value will be realized return, For redevelopment. after Their motivation toward a joint venture than sell the property. based is venture upon the low return from verses the $12 million $148,000, joint this reason they would rather Their value. appraised land use, current its they motivation toward realizing this asset's value increases if are are or longer allowed to lease the existing structures no required to invest in earthquake compliance or demolition. The only financially acceptable strategy is to develop Phase strategy This One. conservative has the highest return under However, rent assumptions and the smallest developer investment. as discussed added subsequently. store is created has The space Development in Freight analysis will #3 space After the office additional it is likely that the House Limited the in included and generate higher rentals higher used internal rates of return than the $15 gross per square foot in the analysis. upon based The projections are extremely rent conservative rent assumptions. For is flow to defer the subsidized use until after cash been leased in Phase One, office warehouse the rational. for delaying from the convenience services. be Other phases can by high volume warehouse store. generated traffic the without above the risk is increased sensitive the example, Farmers Market rent in the projections used a base monthly rental of $2 per usable square foot verses from $2 to $6 actual rents charged at the Farmers and Grand Central Markets. A key variable affecting the development's internal rate return is the land cost which has been 41 used as the of equity investment. Upland structures at appraisal. Angeles Industries has valued the land and existing $13.77 per square foot of According to Coldwell land upon Company, in Banker & based the land is worth between $10 and $13 per Reducing square the land value has a dramatic effect upon the viability. The investment internal rate of return increases flow. substantially. analyses of will concentrate on the Combined, this Phase One, project Phase the One strategy with an IRR in excess of the estimated borrowing cost. follows foot. Therefore, represents the best risk reward ratio and the only which Los projects reduction in the land cost reduces the but does not affect the cash an The discussion proforma. and Limited Complete development options are contained in the Appendix B. Exhibits XII thru XIV contain a detailed Development Cost Budget, Cash Flow Before Debt Service in the Stabilized Year, and Project Assumptions for the Phase One Development. in Table included retail 15 is a sunmary of the Phase below rents is from One a sunmary of the impact $24 to $36 per annual Listed below Development. of Also increasing square foot. the This increase which is extremely likely, in a successful project based upon comparable rents, table includes increases the returns dramatically. the returns for both appraised land value is a zero land value extremes, added to the project cost, where the land preferred return. 42 is where The Upland's and based upon contributed without a Table 15: Phase I Financial Sunmnary Stabilized Year Appraised Land Value Value Zero Value Retail Rent/SF office Rent/SF $26.46 16.54 $26.46 16.54 Total Project Cost(000) Cash Flow Before Debt Service Leveraged Cash Flow 12,613 1,552 315 9,002 1,552 315 Non Leveraged IRR Leveraged IRR After Tax IRR 16.6% 18.7 18.1 22.5% Joint Venture,Pre-Tax After Debt Upland IRR Developer IRR 13.8 13.8 29.1 29.1 25.1 25.1 62.5 62.5 Joint Venture, $36 Retail Rent Upland IRR Developer IRR for Parking constructed as all needed 50.8 52.7 940 spaces, will be on the north side of Freight House #1 three phases, running to the new warehouse store from Alameda Street. 43 SUMMARY As has been discussed in the previous chapters, the redevelopment of this former freight terminal in Los Angeles an complex and risky development. extremely adequate The returns not spectacular until higher rents but are is are achieved. Upland Industries is currently faced with the loss of revenues of $148,000 if their tenants must vacate or a investment to make seismic modifications. to increase asset. their However, potentially Their primary goal is return on investment on the loss larger this of revenues will not low yielding pressure this financially strong company into risking its $12 million of value unless development the business can stand alone. As a conservative the railroad will tend to evaluate the risk in the same manner as a financial institution. approached about Therefore, an interim strategy that Upland should be would substantially reduce the risk. This would consist of testing the viability of a Farmers Market. It is the potential high rents per square foot from the this use, combined with lower construction costs that the most attractive development opportunity. are Upland would be asked to agree to give the developer an option to gain control of the success property based upon the developer achieving a as investment a Farmers Market prior to making in the renovation of structures. a of substantial The test could be a market in which the growers sell off their own trucks. 44 level Currently these growers travel to different areas of the City on different The days selling from trucks modified to display their products. railroad and the developer would be compensated with a percentage of the daily receipts. If successful not only would the development strategy be validated but there would be evidence convince a financial institution to provide financing. to Upland also be much more inclined to place their property at risk would based upon an objective test. The lessons from this academic exercise are many. First farmers markets or similar retail amenities such as the wagons at Faneuil Hall can be a very profitable components or additions to development projects. and In Los Angeles, the Grand Central Market the Farmers Market charge rents averaging $48 square foot. development proportion market to specific development Risk can be reduced in direct of the Mixed use projects are extremely complex and the increase in research. require critical to successful Secondly, market research is and risk management. leasable per market segment. the quantity and quality research and a strategy for each Transportation can also have a tremendous impact on employee and customer access to sites. Finally, the process of creating a development strategy for a specific site is very different from looking for a site where you know want to develop. 45 what you EXHIBITS 46 Park 2 . . 1 . 1z ..- -111. Va HDDEN HILLS e A Hollywood oodlarnd : Hills Tarzana Encino ~ 0 L N A Altadena c i Oaks, Coi FORESr BUBN S - or MADRE EaA eniL Shrman ersal OEagle Rock y R A EN~mas BL Westw odl BEVEL -A A mil[ HILL ~~~ OSEMEAD CML R IDALEA nL L 1 F MONTFE kn RA I VEN tA DMAS C~OVINA BALDWVIN PARK AN BE NARHNA A aa3 11D116 H CUAOG 1 sM SA CAEON ULAND Tw *N ULN 1O MO7CAI LOS PO'MONA -AT MONIAML CULTY a1 CITVERNON ItEbEILLOV SANTMO~CACLVE OMMIERCE WALNUT LA PUENTE NDUTR AV ntORLE Maria Del R-y *BELL PRK A, RIVER, iir CHINOM Diaon Bar HAWHONE SOT GATEG 4 a E REDOD TOR H 05r 1n BELLF. ', I Ifit -SV CERRITOSVBPARK 4 A PA ALA PALMAJ A ol A N CE +u E -OOG ARAC 5 SIGNA RANCHO PALOS VERDES ROLLING@ ESTATES HILL AnaeAv CYIPRESS KSATO LOS ,AVALAMITOS (WA LOM 1[,W1 A E HAWAIIAN GARDENS RAI, ARtow v I I u An ANAHEl A DDWl T D CRN OAGra 5CASNATSA1RNllPt ISBI V PALOS VERDES ESTATES HINOA; oRHA F LL RON PAETA YORBA LINDA LoMNL 1 PLA EIA ORANG Av -- LOWER il, 6wv ee6 HERMOSA BEACH ;pLe LMRADA COPTN. AWI NO---C- LA HABRA*'e HWY BREA morSPRINGS LYNWOD HAW-HNORWALK GAREN IA CO Ar - SANTA FE DOWNEY LAWNDALE . NBEACH R11 -- L s Sras eHEIGHTS LOS ANGELE PARAMOUNT MANHATTAN 1 ClVRA -DO A Hceda - Heights LA HABRA BL n1" - GARDENS enn EL SEGUNDO RO ---- CUDAHYe N GLEWOOD Playa Del Rey W..HITTIER L 1. - I WO) PICORIVERA. HUNINGTO - IndOR v Malibu Beach 1 rHot ONTAR MONTE ORNE -V "VILLAPARK01 . Av AdCHAPMAN IRVINE RDIENGRO - -- SPedro " R')vi 14~j LONG' Waxu7ROL.MN Los Angeles BEAC HS A - SB AN AV ..- \BEACH H SNATUSTIN ESTMINSTER SEL oa HetsoG N MA Sle do.Canyon B H Region HUNTINGTON Exhibit'S IIECRVINE ST OTurtle Rock Lake oE -~ g 4 Frest O ES Site Location: Los Angeles Region T V/J NEWEC Balboa "" ow l m o s so 1 ss I s BalboaLaguna Del Mar SitCorona sie Location: rel i s10 12 sto W o Bsnl RANCHO B STCOVIN -W e BA Zlf ADN nga To A r. ARCADIA SAN GABRIEL4 SOUTH - __J-- GLNOAicAD Y PakO -111111 uAnafe&DUARTE AZUSA Higlan d Ho ywooIt Park Q- |I MONROVIA BRADBURY AR SN MARN --- Topan~ga R F yO7/t Calabaas Glenview Nus . ,1oBa """"" me - "" - "' me a ess..,.--e wo s' 5mr~ra -weos -so""e - Hills -Emerald 3 LA GUNA eBEACH Mission Viejo ~ Iot IS CITza SION D. t AN" - -Or 0 13J cn r O rn H :r tr.1 .,.~ ,~... I~Lff~ 1111 ~,J 11 &; 101W - .. 'fi- -~1* - V !~LZ~L T-1.. .. os o I ie.. At '19N 14 ---, Lzi)s 11.Z77- Exhibit III Aerial Photo Site Location P L* ';-, ":l& II LLr~ SUMMARY CITY OF LOS REQUIRED MAXIMUM HEIGHT d ZONE USE LIMITED STORIESFEET LIMITED C' c 6 75 FT 10 FEET LIMITED 015 C R2N BROADCASTING 4 LOT ' CORNER PARKING SPACE A NE SPACEFOR ONE SPACEFOR ONERLT ' VPUS C MIMMUM LOADIG SPAE FEET 400 SQUARE I!ABTT1ING ONLUS AE WA NN - O A LO 0 FEET USE COMMERCIAL MOR NONEFOR NONEFOR COMMERCIAL COMMERCIAL BUILDINGS BUILDINGS TAM FBIDN NONE REOUIRED C R95 AND BUILDINGS HOSPITALS R CM-ZONE TYPE SCARLET RED 924 AREA APARTMENT ASSEMBLY RESIDENTIAL RESIDENTIAL - SAME USES-SAME USES AS IN ZONE AS IN R4 ZONE AREASFOR C2 USES-uITED FLOOR LIGHTMANUFACTURING OF THE 9 EACH 5O FEET SQUARE OF FLOOR AREA PINK IN ALLBUILDINGSnOB SAME S OETA0O0UIDN SA5AAR4 R FETSCRE FORRIS SSQLLINGOTHERWISESQUAEFEET I OTHERWISE NONE OFFLOO AREA NONE NONE L ADDITIONA SPACE MUSTBE REQUIRED LOCATED WITHINBLUSH FOR FOR BUILDINGS 750 FEET 9O2 CONTAINING RESIDENCE OTHERWISE NOE = AS AUTO SUCH - WITHEXCEPTIONS, C2 USES ENTERPRISES. AMuSEMEBT STATIONS, SERVICE SECOND-HAND CONTRACTORS BUSINESSES. BUSINESSES) 939 WITH EVERYEACH 500 SO FT BUILDING WHERE OF FLOORAREA LTAUsLEYFLESH ET F ABUTS ALLEY OTHERWISE NONE -RETAILBUSINESSES WITHLIMITED CIS USES 'AL II MAWACTURWG AUTO SERVICE STATION BUSINESSES, CONTRACTORS GARAGE. RETAIL. UNLIMITED* SCHOOLS CURCHES, 5 LOADING SPACE OSTALS, OT AS R4 SAME -O CORNER N EACH STORY "A"ORW ZON ASNBZONE SANE RESIDEIAL SAME AS CIUSES - DEPARTMENT STORES. THEATRES. STUDIOS, PARKING BUILDINGS. PARKSI PLAYGROUNFS COMMERCIAL MINIMUM AEAMINIMUM AND UNIT W H REAR EMIE COMMERCIAL ME=R COC YARDS SIDE V4 OFFICES BUSINESSES 2 ANGELES S F FRDELIG EXCEPT 5000SO ORAOJONING AN EACHSTORY NT IN Cl-HZONESABOVE 3r VOR*WZONE RESIDENTIAL USE OTHERWISE COMMERCIAL LOCAL RETAIL STORES, OR 1HOTELS,LIMITEDHOSPITALS ANOIOCLINICS, PARKING AREAS 1 0 FRONT COMMERCIAL I BANKS. CLUBS, HOTELS, CHURCHES, SCHOOLS, BUSINESS b PROFESSIONAL OFFICES, PARKING AREAS REGULATIONS ZONING OF 20 UITS OnLS CLC S CRIMSON LAKE 905 SAMEAS KS MANUFACTURING COMM'L FOR SWELLINGS OTHERWISE NONE BUILDINIMS STORAGE BUSINESSES, WHOLESALE CLINICS LIMITESMANIFACTURING, HOSPITALS, SCHOOLS, - XCEPT C USES CHURCHES CM RESTRICTED COMMERCIAL - LIMITED CMUSES CLINICS, HOSPITALS. USES. MAMJFACTURING SANITAUS MITEDMACHINE SHOPSFT 2i M RM NONEFOR NONEFOR INDUSTRIAL OR INDUSTRIAL OR RESTRICTED LIGHT INDUSTRIAL RHCOMMERCIAL BLDGS USES. INOUSTRIAL MRIUSES-ADDITION AGRICULTURE MORTUARIES. EUSES MR -I.__________________________ BUILUBES BLUE COMMERCIAL UL GS50 RESIDENTIAL RESIDENTIAL USES -SAME - SAE NOE EXCEPT AS IN IN, ONEIAS IN R4CONE ASDWELLINGS INDUSTRIAL LIMITED M1 FOR INDUSTRIAL MI USES- ADDITIONAL INDUSTRIAL USES. STORAGE YARDSOF ALL KINDS,ANIMAL KEEPING - NO "R" ZONEUSES . HEAVY INDUSTRIAL AUTOMOBILE II NONE NONE - SURFACE a NONE P PB B PARKING BUILDING WITHINOR PARKING AUTOMOBILE WITHOUTA aULDING I S L ( (F ) (Q) INBLOCK AND' I SUBMERGED -NOTE "R" ZONEUSES PRORIBITED PLS 'EACH STOS I EACH OR 0', z"l ABOVE 2MSTORY ABOVE STORY DEPENDIING AN OR IF ABUTTING Z-SNG IF ABUTTING -ON -~~4 iIIBOtWjGNW NONE - NONE TOA IW'MASIMIUM _ SLATE GREY ___________ LAND ZONE SIX SKY - CLASSIFICATION MAPRECORDED OR PARCEL PERMITUNTILSUBDIVISION OFBUILDING ISSUANCE - DELAYS ONLY WITHZONECHANGE USEDIN COMBINATION FUNDED 967 COLD GE G REE ANW ZONE COMMERCIAL SHIPPING NAVIGATION F SHING RECREATION TENTATIVE GUT OF FLOOR AREAASSEMBLY ARE HOSPITALS AND ULTRARIE CNICS NONEREQUIRED 9 MR APARTMENT UID C NONE ZD UNITSOR LESS PURiPLE ! NONE NONEUNLESS UNLESS ALSOIN AN A ALSO IN OR"R* ZONE AN W OR RGREY ZONE UNDERGROUND PROPERTYIN A 'P" ZONEMAYALSOBE IN AN "A"OR "RI ZONE USES OR RESIDENTIAL IN LEUOF AGRICULTURAL PERMITTED PARKING - -4 PARKING LIGHT SQUAREFEETSEE CODEFOR NONE - ANY INDUSTRIAL USESM2 USES ANY OTHER NUISANCE S TYPE - 500 FT FROM ZONE- NO H' ZONEUSES N LOTABUTS ALLEY IN AL ON ANYLOT FEET MINMUM MUSTBE LOAlING SPAEE FON CFN MTRE AUGSCE FO WITHINHAGEN FEETLOCATED 400SOLARE RESIDENCE -BLLE 50SFEET ______ USEOFBIDN 90 ADDITIONAL OF BULDING 9 SPACEROUIRES NOWISE ONTAING MORETHAN. UNLIMITED 5 -LIMITEDINDUSTRIAL CMUSES MANUFACTURING USES- NO R" ZONEUSES, NO HOSPITALS SCHOOLS ORCHURCHES LIGHT ARINE HOSPITALS,_________901 ONE SPACE FOR "*U" S0 WITHEVERY SUEACH WHERE SQ AREFE BUILDING INDUSTRIAL IMPROVEMENT CLASSIFICATION IMPROVEMENTS ANDSECURING ZONECHANGES MEANSOF EFFECTING AN ALTERNATE AREINVOLVED) OR DEDICATIONS (WHENND SUBDIVISION QUALIFIED CLASSIFICATION AND ASSURES USESOF PROPERTY - RESTRICTS WITHRA.RERS OR RI ZONES EXCEPT ONLY CHANGES WITH ZONE IN COMBINATION USED PROPERTY WITHTHESURROUNING COMPATIBLE DEVELOPMENT Exhibit IV Zoning Regulations - -BLUE n -Y 4 As 7' d *.' .4 .4. S C4 St 24 aj4 C -i-O C 4- - U I *14J -s 0 ) ~>1 ( sU un1 no"2111 72218 MAR 27 21 19 A 4 1977 02 201.0 3 32 ST 29T 224 ALH2M41 r 222 Y201 2321 233 2 21326 2327 atV BRAD ik'l 2017 W 4ALI 2038LRLD 224 2124 225226 227 314 2313 231 3 96 22 1S22724 2BLo >nfo 223 1998 4 085 INO S 8 2212 294 zusbsl 224 q 231 2284 2 4 20431 2 2234531 202513 31 23I2934 232 S. 2928 53RDS08 20y L 2292 228 22853430.cess 12MlsuyAe 3 MleStdyAra 6a SWv 3A0 4 4820 'Il 5323.02 Exhibit VIII U.S. Census Map 2325 Median Income Less Than $10,000: oo0, o'/o0' /6704-/61 - --- ~ ~ -- -tormDr, eserved73/4 MAPS 35-30 Exhibit IX ~731 3-3 46' Easements 101*59'45" 1704 -/5 MS. O77'4 5 o 2 6-45 _ ihhStreet - htht erI Exhib t X hi et - #3 Site Plan: Existing Structures Exhii 09 O o u~r I I Exhibit XI Proposed Site Plan Retail Office Parking a 4 PROJECT: PHASE ONE: FARMERS MARKET & RETAIL EXHIBIT I DEVELOPMENT COST BUDGET DOLLARS/SF SF DOLLARS LAND: LAND PURCHASE SITE COSTS: PREPARATION-BUILD PREPARATION-LAND PARKING LANDSCAPING TOTAL SITE COSTS CONSTRUCTION FARMERS MARKET HEAD HOUSE COMMERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 COMMERCIAL FREIGHT HOUSE 2 STORAGE FREIGHT HOUSE 3 OFFICE WAREHOUSE STORE SEISMIC COMPLIANCE TOTAL CONSTRUCTION TOTAL IMPROVEMENTS 13.77 703,300 0 12.00 3.50 3.00 1.50 74,056 55,000 154,000 457,613 888,672 192,500 462,000 686,420 2,229,592 22.00 30.00 30.00 30.00 35.00 30.00 17.00 10.00 55,000 11,619 11,619 22,619 28,199 0 0 129,056 1,210,000 348,570 348,570 678,570 986,965 0 0 1,290,560 4,863,235 7,092,827 FEES: ARCH/ENG PERMITS LEGAL MARKETING DEVELOP TOTAL FEES 5% 1% 4% 354,641 70,928 100,000 100,000 283,713 909,283 CONTINGENCY 1,000,000 TOTAL PROJECT COST 9,002,109 EXHIBIT II OPERATING PIOFORMA FULLY LEASED: STABILIZED YEAR DOLLARS/SF NET RENTAL INCOME FARMERS MARKET HEAD HOUSE RETAIL HEAD HOUSE OFFICE FREIGHT HOUSE 1 RETAIL FREIGHT HOUSE 2 STORAGE FREIGHT HOUSE 3 OFFICE WAREHOUSE STORE SUB'lUI'AL 26.46 26.46 16.54 26.46 13.23 16.54 6.00 MAINTENANCE & SECURITY TAXES & INSURANCE TOTAL TENANT INCOME LESS VACANCY SF 33,000 8,133 9,295 15,833 25,379 0 0 873,180 215,207 153,719 418,949 335,765 0 0 1,996,821 82,346 82,346 317,751 226,965 544,717 5% 99,841 TOTAL INCOME OPERATING EXPENSES MAINTENANCE & SECURITY TAXES & INSURANCE PROMOTION REPLACEMENT RESERVE TOTAL EXPENSES CASH FJDW BEFORE DEBT SERVICE DOLLARS 2,441,697 0.20 129,056 129,056 129,056 497,995 355,711 11,393 24,417 889,516 1,552,181 EXHIBIT III *********2 ****************************************************************************** PROJECT ASSUMPTIONS ****************************************************************************** PROJECT SUMMARY BUILDING AREA FARMERS MARKET HEAD HOUSE COMMERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 FREIGHT HOUSE 2 FREIGHT HOUSE 3 WHOLESALE STORE TOTAL *********4l GROSS 55,000 11,619 11,619 22,619 28,199 0 0 129,056 PERCENT 60% 70% 80% 70% 90% 80% 100% NET 33,000 8,133 9,295 15,833 25,379 0 0 91,641 PARKING AREA SPACES RATIO 154000 440 4.5 COST ASSUMPTIONS CONSTRUCTION INTEREST PERMANENT INTEREST OFFICE LEASING UPON COMPLETION LEASE-UP PERIOD INFLATION RATE CAPITALIZATAON RATE CAPITAL GAINS TAX RATE RENT ASSUMPTIONS FARMERS MARKET RETAIL OFFICE STORAGE WHAREHOUSE STORE VACANCY 105% 105% 105% 105% 100% 5% EXPENSE ASSUMPTIONS MAINTENANCE & SECURITY TAXES & INSURANCE DEPRECIATION (YRS) 105% 105% 20 0.12 0.13 0.25 12 0.05 0.10 20% 3.50 2.50 APPENDIX A 61 APPENDIX A CENSUS DATA 1980 CENSUS TRACT POPULATION HOUSEHOLDS FACTOR AX. POP AM. HOUSEHOLDS MEANINCOME INC x AD House ONVENIENCE PRODUCTS ONE & ONE HALF MILE RADIUS 2045.01 2045.02 2046 2047 2051 2062 2063 2064 2065 2073 2078 2079 2241 2245 2262 2263 2264 2265 2266 2267 2281 GRAND TOTAL 5615 4 3619 4524 7322 3015 5964 1348 216 1629 2292 2364 2420 2166 523 2243 6854 3722 1913 4745 3432 65930 1439 0 1018 1169 1858 1245 555 256 -51 815 1843 876 762 633 115 572 1822 1073 458 1319 935 0.80 1.00 0.60 0.20 0.25 0.60 1.00 1.00 1.00 0.15 0.85 0.50 0.40 0.10 1.00 1.00 0.95 1.00 1.00 0.35 0.65 18814 4,492 4 2,171 905 1,831 1,809 5,964 1,348 216 244 1,948 1,182 968 217 523 2,243 6,511 3,722 1,913 1,661 2,231 42,103 1,151 0 611 234 465 747 555 256 51 122 1,567 438 305 63 115 572 1,731 1,073 458 462 608 11,154 13,915 15,011 13,259 5,496 5,642 8,911 7,807 7,414 6,010 8,780 9,101 11,576 8,744 13,671 11,960 11,596 13,039 10,488 9,372 11,583 12,840,485 0 8,499,282 3,509,572 6,158,806 4,105,512 3,131,310 2,281,216 398,157 906,362 9,414,966 3,845,640 2,773,985 732,761 1,005,560 7,819,812 20,701,564 12,442,508 5,971,862 4,841,785 5,695,833 117,076,976 MEAN INODME 10,108 Source: 1980 Census WMMINilTY PRODUCTS THREE MILE RADIUS 1971 1975 1976 1977 1997 1999 2031 2032 2033 2034 2035 2036 2037 2038 2039 2,116 4,876 3,744 4,586 2,709 2,386 5,100 4,312 2,050 3,879 3,828 5,225 6,894 4,453 2,639 539 1,631 1,047 1,315 771 687 1,120 1,061 295 904 1,240 1,396 1,809 1,088 711 0.10 0.10 0.80 0.80 0.60 0.55 0.55 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 212 488 2,995 3,669 1,625 1,312 2,805 4,312 2,050 3,879 3,828 5,225 6,894 4,453 2,639 54 163 838 1,052 463 378 616 1,061 295 904 1,240 1,396 1,809 1,088 711 13,061 13,911 13,835 15,025 13,211 16,021 11,982 13,242 15,913 9,164 12,172 12,271 13,304 14,369 13,447 703,988 2,268,884 11,588,196 15,806,300 6,111,409 6,053,535 7,380,912 14,049,762 4,694,335 8,284,256 15,093,280 17,130,316 24,066,936 15,633,472 9,560,817 2041 2042 2043 2044 2045.01 2045.02 2046 2047 2048 2049 2061 2051 2062 2063 2064 2065 2071 2072 2073 2074 2075 2076 2077 2078 2079 2081 2082 2083 2084 2088 2089 2091 2092 2093 2094 2095 2096 2097 2098 2211 2217.01 2217.02 2218 2219 2227 2241 2242 2243 2244 2245 2246 2261 2262 2263 2264 2265 5,349 3,183 4,250 5,365 5,615 4 3,619 4,524 5,832 4,936 8,059 7,322 3,015 5,964 1,348 216 4,585 232 1,629 27 877 179 1,916 2,292 2,364 1,267 4,716 5,816 4,596 4,600 7,688 8,629 3,714 3,337 8,070 4,866 2,969 1,284 5,666 6,161 1,921 2,842 5,735 3,257 2,863 2,420 3,766 5,454 6,762 2,166 3,405 568 523 2,243 6,854 3,722 1,451 1,000 1,211 1,455 1,439 0 1,018 1,169 1,530 1,304 437 1,858 1,245 555 256 51 1,424 53 815 12 621 129 1,443 1,843 876 308 1,253 2,009 1,611 2,256 3,116 3,176 1,359 1,793 3,154 1,969 914 465 1,786 1,925 478 831 1,832 913 215 762 1,208 1,771 1,901 633 805 135 115 572 1,822 1,073 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 0.40 0.10 1.00 1.00 1.00 1.00 0.60 0.90 1.00 1.00 1.00 0.40 0.90 1.00 0.60 0.60 0.95 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 5,349 3,183 4,250 5,365 5,615 4 3,619 4,524 5,832 4,936 8,059 7,322 3,015 5,964 1,348 216 4,585 232 1,629 27 877 179 1,916 2,292 2,364 1,267 4,716 5,816 1,838 460 7,688 8,629 3,714 3,337 4,842 4,379 2,969 1,284 5,666 2,464 1,729 2,842 3,441 1,954 2,720 2,420 3,766 5,454 6,762 2,166 3,405 568 523 2,243 6,854 3,722 1,451 1,000 1,211 1,455 1,439 0 1,018 1,169 1,530 1,304 437 1,858 1,245 555 256 51 1,424 53 815 12 621 129 1,443 1,843 876 308 1,253 2,009 644 226 3,116 3,176 1,359 1,793 1,892 1,772 914 465 1,786 770 430 831 1,099 548 204 762 1,208 1,771 1,901 633 805 135 115 572 1,822 1,073 14,431 12,416 14,490 11,860 11,154 0 13,915 15,011 15,720 14,154 8,912 13,259 5,496 5,642 8,911 7,807 11,492 8,273 7,414 6,505 31,447 8,463 8,671 6,010 8,780 9,976 12,566 11,614 12,851 8,857 8,816 10,117 9,786 9,363 9,151 11,381 9,917 11,157 10,271 11,292 13,156 13,148 10,535 10,062 5,946 9,101 10,302 11,126 11,728 11,576 12,189 9,950 8,744 13,671 11,960 11,596 20,939,381 12,416,000 17,547,390 17,256,300 16,050,606 0 14,165,470 17,547,859 24,051,600 18,456,816 3,894,544 24,635,222 6,842,520 3,131,310 2,281,216 398,157 16,364,608 438,469 6,042,410 78,060 19,528,587 1,091,727 12,512,253 11,076,430 7,691,280 3,072,608 15,745,198 23,332,526 8,281,184 1,998,139 27,470,656 32,131,592 13,299,174 16,787,859 17,317,352 20,168,270 9,064,138 5,188,005 18,344,006 8,694,840 5,659,711 10,925,988 11,580,072 5,511,964 1,214,471 6,934,962 12,444,816 19,704,146 22,294,928 7,327,608 9,812,145 1,343,250 1,005,560 7,819,812 21,791,120 12,442,508 2266 2267 2281 2282 2283 2284 2285 2286 2287 2288 2289 2291 2293 2294 2311 2312 2317 2318 2319 5309 5311 5312 5313 5324 GRAND TOTAL MEAN INOJME 1,913 4,745 3,432 4,851 4,847 5,721 2,928 2,484 5,016 3,621 2,469 2,610 3,150 4,595 2,011 6,311 6,087 4,575 4,210 6,083 6,699 8,226 9,233 340 458 1,319 935 1,598 1,509 1,733 1,042 880 1,676 1,151 668 802 1,129 1,574 769 2,189 2,164 1,441 1,462 1,513 1,734 2,075 2,267 82 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 0.60 1.00 0.35 0.20 1.00 0.40 1.00 0.15 0.30 0.15 0.70 1,913 4,745 3,432 4,851 4,847 5,721 2,928 2,484 5,016 3,621 2,469 2,610 3,150 2,757 2,011 2,209 1,217 4,575 1,684 6,083 1,005 2,468 1,385 238 458 1,319 935 1,598 1,509 1,733 1,042 880 1,676 1,151 668 802 1,129 944 769 766 433 1,441 585 1,513 260 623 340 57 375,536 113,139 82.8 312,146 93,286 13,039 10,488 9,372 8,739 9,680 9,800 9,809 9,225 9,909 9,431 8,469 11,430 10,737 10,330 11,146 11,362 10,142 10,277 10,055 13,989 14,457 14,187 13,802 16,872 5,971,862 13,833,672 8,762,820 13,964,922 14,607,120 16,983,400 10,220,978 8,118,000 16,607,484 10,855,081 5,657,292 9,166,860 12,122,073 9,755,652 8,571,274 8,704,996 4,389,458 14,809,157 5,880,164 21,165,357 3,760,266 8,831,408 4,693,370 968,453 1,049,974,339 11,255 APPENDIX B 65 SOURCES OF INFORMATION Sources Of The Following Costs, Fees, And Rentals: Interviews And Telephone Conversations Made During July 1985. Land Cost: Site Costs: Construction Costs: Upland Industries Appraisal Macomber Construction Macomber Construction Pace Membership Warehouse,Inc. Seismic Compliance: Los Angeles Department of Building & Safety Los Angeles Planning Department Jerde Partnership JMB/Federated JMB/Federated Upland Industries Permit Fees: Architectural Fees: Legal Fees: Marketing: Square Footage: Farmers Market Rent: Retail Rent: Office Rent: Storage Rents: Wholesale Store Rent: Grand Central Market, Los Angeles Farmers Market, Los Angeles JMB/Federated Coldwell Banker & Company Grand Central Market Pace Membership Warehouse, Inc. Maintenance & Security Taxes Insurance JMB/Federated Los Angeles County Assessor JMB/Federated 66 Phase One Financial Projection 67 PHOJEXT: PHASE ONE: FARMERS MARKET & RETAIL EXHIBIT I DEVEU)PMENT COT BUDGET DOLLARS/SF SF DOLLARS LAND: LAND PURCHASE SITE 006TS: PREPARATION-BUILD PREPARATION-LAND PARKING LANDSCAPING IUTAL SITE OSTS OINSTRUCrION FARMERS MARKET HEAD HOUSE 0t44ERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 00O9MERCIAL FREIGHT HOUSE 2 STORAGE FREIGHT HOUSE 3 OFFICE WAREHOUSE STIRE SEISMIC (OMPLIANCE IUAL O]NSTRUCTION 'UTAL IMPIUVEMENTS 13.77 703,300 0 12.00 3.50 3.00 1.50 74,056 55,000 154,000 457,613 888,672 192,500 462,000 686,420 2,229,592 22.00 30.00 30.00 30.00 35.00 30.00 17.00 10.00 55,000 11,619 11,619 22,619 28,199 0 0 129,056 1,210,000 348,570 348,570 678,570 986,965 0 0 1,290,560 4,863,235 7,092,827 FEES: ARCH/ENG PERMITS LEGAL MARKETING DEVEWP UrAL FEES 5% 1% 4% 354,641 70,928 100,000 100,000 283,713 909,283 (INTINGENCY 1,000,000 IUrAL PFJTECT GST 9,002,109 EXHIBIT II OPERATING PIOFORMA FULLY LEASED: STABILIZED YEAR DDLLARS/SF NET RENTAL INCOME FARMERS MARKET HEAD HOUSE RETAIL HEAD HOUSE OFFICE FREIGHT HOUSE 1 RETAIL FREIGHT HOUSE 2 STORAGE FREIGHT HOUSE 3 OFFICE WAREHOUSE STORE SUBTUrAL 26.46 26.46 16.54 26.46 13.23 16.54 6.00 MAINTENANCE & SECURITY TAXES & INSURANCE TUAL TENANT IN(XME LESS VACANCY 1UrAL SF 33,000 8,133 9,295 15,833 25,379 0 0 873,180 215,207 153,719 418,949 335,765 0 0 1,996,821 82,346 82,346 317,751 226,965 544,717 5% 99,841 INO0ME OPERATING EXPENSES MAINTENANCE & SECURITY TAXES & INSURANCE PIOMOTION REPLACEMENT RESERVE TUTAL EXPENSES CASH FOWMBEFORE DEBT SERVICE DOLLARS 2,441,697 0.20 129,056 129,056 129,056 497,995 355,711 11,393 24,417 889,516 1,552,181 0SIZ OS*[ oz %Sol %Sol %OOT %Sol %Sol (sIX) No1i33viowa HDNMIISNI It SMVL 3DNVNJ)JIVW AmunoaI 3801s 3Sfl0Iaisi 39VHOIS 33IAA0 J.3qx~w SHMM~IA %Sol %OZ 01*0 S*o 0 31 SZro 11*0 %OOT %08 %06 %OL %08 %OL %09 jm3m &LVWXV.I SNIVD 1VLIdVD 31WH NO.LVZ flY.tlcW) NOIXV13NI NOIzxdWO N~dA 9NISVfl 331AAO jS;3HI3jII JM~NVW~Igd LS3H3MI NOUZOUSNOw SNOLIAwflssy ZrIo LXm SOZ1V o~t lt9'T6 0 0 6LE'Sr EE8'ST S6Z'6 £ET'8 000 1c JSN 9S0'6r1 0 0 66T'8Z 619'ZZ 619'T1 619'11 000'ss Im 2HOJIS 31Vs3 I(I E 3SIXII JJ*H3HA z as"1O M1ia~w T asfiXM iJ*i3w 33ImU0 asnoM crean '1iviomww asnoH uN3H Jqx~wV SHI3NA yawN VM OcIoie IVH*ES J031"iXd SNI .WSS Jar"Id III n19InX3 EXHIBIT IV **** ******************************************************** *********************************************************************************** * * ****** * ******h********************* YEAR ACTIVITY 2 1 CONSRUCr LEASING ** *************************************************************** ************h*************************l**** 3 1 * ** ********** ** ********** SPACE ANALYSIS ******** ***** 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 13 SALE 4,648 4,648 9,295 4,648 4,648 9,295 4,648 4,648 9,295 4,648 3,486 1,162 3,486 1,162 0 0 3,486 1,162 3,486 1,162 0 0 3,486 1,162 3,486 1,162 0 0 3,486 1,162 9,295 9,295 9,295 9,295 9,295 9,295 9,295 9,295 9,295 9,295 THREE YEAR LEASES LEASE UP 4,648 NON-TUIRNING YEAR 4,648 0 4,648 9,295 TURNING YEAR STAY .75 LEAVE .25 'IUFAL SPACE LEASED 4,648 9,295 9,295 * ********* * ***** ** **** ************** ****************************** EXHIBIT V * * ******** ** ** ********************************************************************************* * * *** ** *** * ** ********************************* * ************************************** *********** * * *** ******************* ***** ******** NET OPERATING INOME 1 CONSTRUCTION YEAR ACTIVITY 2 LEASING 3 1 4 2 * ************m"* *********************h******************************h******************** MARKET RENT FARMERS MARKET RETAIL OFFICE STORAGE WAREHOUSE STORE 5 3 6 4 ***** 7 5 ****** 8 6 9 7 10 8 11 9 12 10 13 SALE 39.09 39.09 24.43 19.55 6.00 41.05 41.05 25.66 20.52 6.00 u*******""**************"*********************** 24.00 24.00 15.00 12.00 6.00 25.20 25.20 15.75 12.60 6.00 26.46 26.46 16.54 13.23 6.00 27.78 27.78 17.36 13.89 6.00 29.17 29.17 18.23 14.59 6.00 30.63 30.63 19.14 15.32 6.00 32.16 32.16 20.10 16.08 6.00 33.77 33.77 21.11 16.89 6.00 35.46 35.46 22.16 17.73 6.00 37.23 37.23 23.27 18.62 6.00 FARMERS MARKET RETAIL OFFICE 792,000 575,198 209,142 831,600 603,958 146,399 873,180 634,156 153,719 916,839 665,864 161,405 962,681 699,157 169,476 1,010,815 734,115 177,949 1,061,356 770,821 186,847 1,114,424 809,362 196,189 1,170,145 849,830 205,999 1,228,652 892,322 216,299 S'URAGE 304,549 319,777 335,765 352,554 370,181 388,691 408,125 428,531 449,958 472,456 0 1,880,890 0 1,901,734 0 1,996,821 0 2,096,662 0 2,201,495 0 2,311,570 0 2,427,149 0 2,548,506 0 2,675,931 0 2,809,728 288,210 205,864 494,074 302,620 216,157 518,778 317,751 226,965 544,717 333,639 238,314 571,953 350,321 250,229 600,550 367,837 262,741 630,578 386,229 275,878 662,107 405,540 289,672 695,212 425,817 304,155 729,973 447,108 319,363 766,471 469,464 335,331 804,795 492,937 352,098 845,035 94,044 95,087 99,841 104,833 110,075 115,579 121,357 127,425 133,797 140,486 147,511 154,886 2,280,919 2,325,426 2,441,697 2,563,782 2,691,971 2,826,569 2,967,898 3,116,293 3,272,107 3,435,713 451,696 322,640 11,393 474,281 338,772 11,393 497,995 355,711 11,393 522,895 373,496 11,393 549,039 392,171 11,393 576,491 411,779 11,393 605,316 432,368 11,393 635,582 453,987 11,393 667,361 476,686 11,393 700,729 500,521 11,393 785,729 824,446 865,099 907,784 952,604 999,664 1,049,078 1,100,962 1,155,440 1,212,643 22,809 23,254 24,417 25,638 26,920 28,266 29,679 31,163 32,721 34,357 1,472,381 1,477,725 1,552,181 1,630,360 1,712,448 1,798,640 1,889,141 1,984,168 2,083,946 2,188,713 15.00 GROSS REVENUE WAREHOUSE SIDRE SUBTUTAL MAINTENANCE & SECURITY TAXES & INSURANCE IUrAL TENANT INCOME LESS VACANCY W1UALREVENUE OPERATING EXPENSES MAINTENANCE & SECURITY TAXES & INSURANCE PiOMrION 1UAL EXPENSES REPLACEMENT RESERVE NET OPERATING INCOME 1,290,085 1,354,589 983,784 936,938 227,114 238,469 496,079 520,882 0 0 2,950,214 3,097,725 3,607,498 3,787,873 735,765 525,547 11,393 772,553 551,824 11,393 1,272,705 1,335,771 36,075 37,879 2,298,718 2,414,224 619'TT 6LB'Lt ?89'VOt'9Z LtL'Ztl'. 9O9'6EO'Z SOO'ES6'1 0t8'0~8'T SSL'BSL'T BZS'SR9'1 SZL'LLt' 181'ZSS'T 0 VSrIEZ 619'11 Llt'Ir 619'11 81E9s TLI~tSt'T SitI'91SY £OT'E6W' 960'EOItl (SSY8to'6) 601'Z00'6 0 619'11 C-L0'91 LcIS': VZZ'tl'uZ' 8TL'86Z'r a~s ET OT Z CIL'BOT'Z 6 IT 619'TT IL'ZI 0 19T'l L 6 8 01 991't86'T 9t6'180'Z 619'11 6L9'6Z T'698'1 9 8 619'TI 9918?. 0t'9'96L'T 0 Z6'9Z 9tt'ZTL'T s L 09E'0E9'1 I t£ 9 s 9Lt'9It 90t'9t ~ 6008ZZ TR1E'ZLt'T OJNISVM1 v£ MOIa HM' 9[ZZlltzSOa3XOd S31VS JSM O LXCcld iWJI3L amwlSI~1i~m3H SNOISSIM4CD 3WWDNIDNI.LV83dO JON tIOIILSNOD I AIIAIJ3V H3 MMA 11Svo IA 1I9IH1M EXHIBIT VII LEVERAGE ANALYSIS 1 CONSTRUCTION YEAR ACTIVITY NON-LEVERAGED CASH FLOW 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 1,454,471 1,516,145 1,593,103 1,685,528 1,758,755 1,847,843 1,953,005 2,039,606 2,142,737 26,404,882 1,260,000 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 1,200,696 8,330,391 143,096 253,775 315,449 392,407 484,832 558,059 647,147 752,309 838,910 942,041 16,873,795 2 LEASING (9,048,585) 1,403,096 9,000,000 MORTGAGE cXNSTRUCTION MORTGAGE POINTS 0.02 INTEREST 180,000 540,000 1,080,000 PERMANENT MORTGAGE 180,000 0.02 POINTS FIXED DEBT SERVICE 'UAL DEBT SERVICE DEBT PAYBACK 720,000 CASH FLOW AFTER DEBT SERVIC (768,585) EXHIBIT VIII BEFORE TAX CASH FLOW ANALYSIS *******************************************************************************t**** ******************************************************************************* NON LEVERAGED CASH FLOW NET PRESENT VALUE 0.15 INTERNAL RATE OF REMJRN LEVERAGED CASH FLOW NET PRESENT VALUE (9,048,585) 1,403,096 4,256,958 22.51% 1,454,471 1,516,145 1,593,103 1,685,528 1,758,755 1,847,843 1,953,005 2,039,606 2,142,737 26,404,882 143,096 253,775 315,449 392,407 484,832 558,059 647,147 752,309 838,910 942,041 16,873,795 (768,585) 0.15 INfrERNAL RATE OF RETURN 4,390,674 50.81% EXHIBIT IX MORTGAGE AMORITIZATION YEAR ACTIVITY 1 CONSTRUCTION LOAN BALANCE INTERERST AMORITIZATION 9,000,000 2 LEASING 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 8,969,304 1,170,000 30,696 8,934,618 1,166,010 34,686 8,895,422 1,161,500 39,196 8,,851,131 1,156,405 44,291 8,801,083 1,150,647 50,049 8,744,527 1,144,141 56,555 8,680,620 1,136,789 63,907 8,608,405 1,128,481 72,215 8,526,802 1,119,093 81,603 8,434,590 1,108,484 92,212 8,330,391 1,096,497 104,199 1,472,381 1,477,725 1,552,181 1,630,360 1,712,448 1,798,640 1,889,141 1,984,168 2,083,946 2,188,713 2,298,718 12 10 EXHIBIT X AFTER-TAX ANALYSIS NET OPERATING INCOME LESS DEBT SERVICE INTEREST DEPRECIATION FINANCING FEES 'ITYAL DEDUCTABLE PLUS REPLACEMENT RESERVE TAXABLE INCOME TAX SHELTER 0.5 NET GAIN 1,170,000 1,166,010 1,161,500 450,105 450,105 450,105 36,000 36,000 36,000 1,656,105 1,652,115 1,647,606 22,809 23,254 24,417 (160,915) (151,136) (71,008) 80,458 75,568 35,504 1,156,405 1,150,647 1,144,141 1,136,789 1,128,481 1,119,093 1,108,484 450,105 450,105 450,105 450,105 450,105 450,105 450,105 36,000 36,000 36,000 36,000 36,000 36,000 36,000 1,642,510 1,636,753 1,630,246 1,622,894 1,614,586 1,605,198 1,594,590 25,638 26,920 28,266 29,679 31,163 32,721 34,357 13,487 102,615 196,659 295,926 400,745 511,469 628,480 (6,744) (51,307) (98,330) (147,963) (200,372) (255,734) (314,240) AFTER-TAX CASH FLDW(LEVERAGED) W/O SHELTER WITH SHELTER NET PRESENr VALUE W/O SHELTER WITH SHELTER INTERNAL RATE OF RETURN W/O SHELTER WITH SHELTER ********* ******** ******** (768,585) (768,585) 143,096 223,553 253,775 329,343 315,449 350,953 392,407 385,664 484,832 433,525 558,059 459,729 647,147 499,184 752,309 551,937 838,910 583,176 942,041 627,801 1,096,497 450,105 1,546,602 36,075 788,191 (394,096) 4,018,258 12,855,537 16,479,699 3,639,633 4,149,254 49.18% 52.70% *** ******************************m***mmmm**m**mmm*****n****m***m*m********m************u**********m**m *****mm**m* ************************************************************************************ ****************************************************************************** EXHIBIT XI ************************************************************************************ ************************************h****************************************** JOINT VENTURE 1 CONSTRUCTION 2 LEASING 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 CASH FLOW ATER DEBT SERVICE (768,585) LAND VALUE 3,611,871 PREFERED RETURN 0.08 CUMULATIVE SHORTAGE DEVELOPER MANAGEMENT FEE(.2) CASH FLOW AFTER PREFERRED (768,585) 143,096 253,775 315,449 392,407 484,832 558,059 647,147 752,309 838,910 942,041 16,873,795 143,096 203,020 85,930 50,755 0 252,359 122,520 63,090 (0) 313,926 97,544 78,481 (0) 387,866 446,447 (1,372) (158,870) 96,966 111,612 (0) 0 203,020 252,359 313,926 387,866 446,447 517,718 601,847 671,128 753,633 7,688,144 50,755 63,090 78,481 96,966 111,612 129,429 150,462 167,782 188,408 7,379,715 YEAR ACTIVITY UPLAND INDUSTRIES CASH FLOW IRR (3,611,871) 517,718 (387,638) 129,429 0 601,847 671,128 753,633 (1,547,397) (700,535)(1,082,714)(1,547,397) 288,950 150,462 167,782 188,408 239,059 (0) 0 0 17,893,183 13.82% DEVELOPER CASH FLOW IRR (768,585) 143,096 29.07% ************************************************************************************ ***********************************************************h****************** AFTER TAX JOINT VENTURE UPLAND INWUSTRIES CASH FLOW (3,611,871) TAX SHELTER TUrAL RETURN (3,611,871) 11.16% IRR DEVELOPER CASH FLOW TAX SHELTER UrAL RETURN IRR 25.43% (768,585) 0 (768,585) 0 40,229 40,229 203,020 37,784 240,804 252,359 17,752 270,111 313,926 (3,372) 310,554 387,866 (25,654) 362,212 446,447 (49,165) 397,282 517,718 (73,982) 443,736 601,847 (100,186) 501,661 671,128 (127,867) 543,261 753,633 7,688,144 (157,120) (2,206,177) 596,513 5,481,968 143,096 40,229 183,324 50,755 37,784 88,539 63,090 17,752 80,842 78,481 (3,372) 75,110 96,966 (25,654) 71,313 111,612 (49,165) 62,447 129,429 (73,982) 55,448 150,462 (100,186) 50,276 167,782 (127,867) 39,915 188,408 (157,120) 31,288 7,379,715 (2,206,177) 5,173,538 Combined Development Financial Projection , 77 CJMBINED PROJECT: DEVEIDPMENT EXHIBIT I DOLLARS/SF DEVELDPMENT OST BUDGET SF DOLLARS LAND: LAND PURCHASE SITE 006TS: PREPARATION-BUILD PREPARATION-LAND PARKING LANDSCAPING ItrAL SITE OJSTS 13.77 703,300 0 12.00 3.50 3.00 1.50 125,556 155,000 329,000 131,113 1,506,672 542,500 987,000 196,670 3,232,842 22.00 30.00 30.00 30.00 35.00 30.00 17.00 10.00 55,000 11,619 11,619 22,619 28,199 51,500 100,000 125,556 1,210,000 348,570 348,570 678,570 986,965 1,545,000 1,700,000 1,255,560 8,073,235 QMONSTRUCTION FARMERS MARKET HEAD HOUSE OOMKERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 OMERCIAL FREIGHT HOUSE 2 SlDRAGE FREIGHT HOUSE 3 OFFICE IAREHOUSE STIORE SEISMIC OMPLIANCE IUrAL Q4STRUCTION TAL IMPROVEMNETS 11,306,077 FEES: ARCH/ENG PERMITS LEGAL MARKETING 5% 1% IEVELOP 4% TUAL FEES CONTINGENCY 1UrAL PimECT 006T 565,304 113,061 100,000 100,000 452, 243 1,330,608 1,000,000 13,636,684 EXHIBIT II DDLLARS/SF OPERATING P)UFORMA FULLY LEASED: STABILIZED YEAR NET RENTAL INCOME FARMERS MARKET HEAD HOUSE RETAIL HEAD HOUSE OFFICE FREIGHT HOUSE 1 RETAIL FREIGHT HOUSE 2 SIORAGE FREIGHT HOUSE 3 OFFICE STORE SUB'IUrAL 26.46 26.46 16.54 26.46 13.23 16.54 6.00 WAREHOUSE MAINTENANCE & SECURITY TAXES & INSURANCE 'IUrAL TENANT INCOME LESS VACANCY SF 33,000 8,133 9,295 15,833 25,379 41,200 100,000 873,180 215,207 153,719 418,949 335,765 681,345 600,000 3,278,166 82,346 82,346 317,751 226,965 544,717 5% 163,908 TOTAL INCOME OPERATING EXPENSES MAINrENANCE & SECURITY TAXES & INSURANCE PIOUION REPLACEMENT RESERVE 'IUPAL EXPENSES CASH FLDW BEFORE DEBT SERVICE DOLLARS 3,658,975 0.20 180,556 180,556 180,556 696,720 497,657 11,393 36,590 1,242,361 2,416,614 ********************************************************************** ******** ************ EXHIBIT III ****************************************************************************** ************ PIOJECr ASSIMPTIONS ****************************************************************************** PROJECT SMMARY BUILDING AREA FARMERS MARKET HEAD HOUSE CL044ERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 FREIGHT HOUSE 2 FREIGHT HOUSE 3 OILESALE STORE ************ TUAL GR4OSS 55,000 11,619 11,619 22,619 28,199 51,500 100,000 280,556 AREA SPACES RATIO 329000 940 4.5 PERCENT 60% 70% 80% 70% 90% 80% 100% NET 33,000 8,133 9,295 15,833 25,379 41,200 100,000 232,841 PARKING CET ASSUMPTIONS CONSTRUCTION INTEREST PERMANENT INTEREST OFFICE LEASING UPON COMPLETION 0.12 0.13 0.25 LEASE-UP PERIOD 12 INFLATION RATE CAPITALIZATADN RATE CAPITAL GAINS TAX RATE RENT ASSUMPTIONS FARMERS MARKET RETAIL OFFICE STORAGE WIAREHOUSE STORE VACANCY 105% 105% 105% 105% 100% 5% EXPENSE ASSUMPTIONS MAINTENANCE & SECURITY TAXES & INSURANCE DEPRECIATION (YRS) 105% 105% 20 0.05 0.10 20% 3.50 2.50 EXHIBIT IV ************************************************************************************ ********************************************************************d*************** SPACE ANALYSIS *************** YEAR ACTIVITY ************************************************************************************h********************************* 1 CONSRUCr ************************************a* 2 LEASING 3 1 4 2 5 3 ******.************************************** 6 4 7 5 8 6 9 7 10 8 **************************************************************************** 11 9 12 10 13 SALE *********** THREE YEAR LEASES LEASE UP 4,648 NOI-TURNING YEAR 25,248 20,600 4,648 29,895 45,848 25,248 29,895 3,486 1,162 18,936 6,312 50,495 50,495 ' 45,848 25,248 29,895 45,848 25,248 29,895 45,848 15,450 5,150 3,486 1,162 18,936 6,312 15,450 5,150 3,486 1,162 18,936 6,312 15,450 5,150 3,486 1,162 50,495 50,495 50,495 50,495 50,495 50,495 50,495 50,495 TURNING YEAR STAY .75 LEAVE .25 'IUAL SPACE LEASED 4,648 29,895 50,495 EXHIBIT V NE'T OPERATING INCOME YEAR ACTIVITY 1 CONSTRUCTION 2 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 24.00 24.00 15.00 12.00 6.00 25.20 25.20 15.75 12.60 6.00 26.46 26.46 16.54 13.23 6.00 27.78 27.78 17.36 13.89 6.00 29.17 29.17 18.23 14.59 6.00 30.63 30.63 19.14 15.32 6.00 32.16 32.16 20.10 16.08 6.00 33.77 33.77 21.11 16.89 6.00 35.46 35.46 22.16 17.73 6.00 37.23 37.23 23.27 18.62 6.00 39.09 39.09 24.43 19.55 6.00 792,000 575,198 518,142 304,549 600,000 2,789,890 831,600 603,958 795,299 319,777 600,000 3,150,634 873,180 634,156 835,064 335,765 600,000 3,278,166 916,839 665,864 876,818 352,554 600,000 3,412,074 962,681 699,157 920,658 370,181 600,000 3,552,678 1,010,815 734,115 966,691 388,691 600,000 3,700,312 1,061,356 770,821 1,015,026 408,125 600,000 3,855,328 1,114,424 809,362 1,065,777 428,531 600,000 4,018,094 1,170,145 849,830 1,119,066 449,958 600,000 4,188,999 1,228,652 892,322 1,175,019 472,456 600,000 4,368,449 MAINTENANCE & SECURITY TAXES & INSURANCE TUAL TENANT INOME 288,210 205,864 494,074 302,620 216,157 518,778 317,751 226,965 544,717 333,639 238,314 571,953 350,321 250,229 600,550 367,837 262,741 630,578 386,229 275,878 662,107 405,540 289,672 695,212 425,817 304,155 729,973 447,108 319,363 766,471 469,464 335,331 804,795 492,937 352,098 845,035 LESS VACANCY 139,494 157,532 163,908 170,604 177,634 185,016 192,766 200,905 209,450 218,422 227,844 237,736 3,144,469 3,511,881 3,658,975 3,813,423 3,975,594 4,145,874 4,324,668 4,512,401 4,709,521 4,916,497 5,133,822 5,362,013 631,946 451,390 11,393 663,543 473,960 11,393 696,720 497,657 11,393 731,556 522,540 11,393 768,134 548,667 11,393 806,541 576,101 11,393 846,868 604,906 11,393 889,211 635,151 11,393 933,672 666,909 11,393 980,356 700,254 11,393 1,029,373 1,080,842 735,267 772,030 11,393 11,393 1,094,729 1,148,896 1,205,771 1,265,490 1,328,195 1,394,035 1,463,167 1,535,756 1,611,974 1,692,003 1,776,034 1,864,266 31,445 35,119 36,590 38,134 39,756 41,459 43,247 45,124 47,095 49,165 2,018,295 2,327,866 2,416,614 2,509,799 2,607,644 2,710,380 2,818,254 2,931,521 3,050,452 3,175,329 MARKET RENT FARMERS MARKEr RETAIL OFFICE STORAGE WAREHOUSE STORE GROSS REVENUE FARMERS MARKET RETAIL OFFICE STORAGE WAREHOUSE S'IORE SUBIJUAL UrAL REVENUE OPERATING EXPENSES MAINTENANCE & SECURITY TAXES & INSURANCE PR0OTION TUrAL EXPENSES REPLACEMENT RESERVE NET OPERATING INCOME 15.00 LEASING 13 SATE 41.05 41.05 25.66 20.52 6.00 1,290,085 1,354,589 936,938 983,784 1,233,770 1,295,459 496,079 520,882 600,000 600,000 4,556,871 4,754,715 51,338 53,620 3,306,451 3,444,128 EXHIBIT VI CASH FLDW 1 CONSTRUCTION YEAR ACTIVITY ************************ 2 LEASING 3 1 4 2 5 3 2,018,295 2,327,866 2,416,614 2,509,799 2,607,644 2,710,380 31,445 252,476 35,119 206,000 36,590 11,619 38,134 63,119 39,756 51,500 41,459 11,619 ************************************************** NET OPERATING INODME *********** 6 4 7 5 ***************** 8 6 9 7 10 8 2,818,254 2,931,521 3,050,452 3,175,329 3,306,451 3,444,128 43,247 63,119 45,124 51,500 47,095 11,619 49,165 63,119 51,338 51,500 53,620 11,619 ********* **** ************ 11 9 12 10 **************************** 13 SALE ************ TRNING COSTS ODMMISSIONS REFURBISHMENT UIAL PROJECT C06T SALES PRDCEEDS CASH FLDW 46,476 13,636,684 34,441,278 (13,683,160) 1,734,375 2,086,747 2,368,405 2,408,546 2,516,388 2,657,303 2,711,888 2,834,897 2,991,738 3,063,045 37,644,890 EXHIBIT VII LEVERAGE ANALYSIS ************************** ************************************************************************************************************************************ YEAR ACTIVITY 1 0ONSTRUCTION NON-LEVERAGED CASH FLOW (13,683,160) 1,734,375 MOR'IAGE 2 LEASING 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 2,086,747 2,368,405 2,408,546 2,516,388 2,657,303 2,711,888 2,834,897 2,991,738 3,063,045 37,644,890 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 1,867,749 12,958,386 218,998 500,656 540,797 648,639 789,554 844,139 967,148 1,123,989, 1,195,296 22,818,755 12 10 14,000,000 00NSTRUCTION MORTGAGE POINTS INTEREST 0.02 280,000 840,000 1,680,000 PERMANENT MORTGAGE POINTS 0.02 FIXED DEBT SERVICE TIOTAL DEBT SERVICE DEBT PAYBACK CASH PLOW AFTER DEBT SERVIC 280,000 1,120,000 (803,160) 1,960,000 (225,625) **************************************************************************************************************************** EXHIBIT VIII **********************h**************************************************************************************************s** BEFORE TAX CASH FLOW ANALYSIS NONLEVERAGED CASH FLDW (13,683,160) 1,734,375 NET PRESENT VALUE 0.15 5,549,972 INTERNAL RATE OF RETURN 21.53% LEVERAGED CASH FLDW NET PRESENT VALUE 0.15 INTERNAL RATE OF RETURN (803,160) 5,757,976 48.86% (225,625) 2,086,747 2,368,405 2,408,546 2,516,388 2,657,303 2,711,888 2,834,897 2,991,738 3,063,045 37,644,890 218,998 500,656 540,797 648,639 789,554 844,139 967,148 1,123,989 1,195,296 22,818,755 609'[[E'ZZ IZI'tTB BESItle OSt'SZL S01999 108'LST'Ll 96Z'S61'1 686'EZI'l Btl'L96 BEVZL9 toglegs ELT'SES 09E,9ts 6(1'tV9 tSS'68L 6E9'9V9 L6L'OtS gs9loos tS6,099's (Ltl'S9t) OLVIRE) QSV600 (869'TtZ) (t99'LLI) (STT'LTT) (SEB'6S) (Ezgls) E6Z'OL6 ISE'Z9L Z06'819 L6E'E8t 6ZE'SSE OEZtcz OL9'61T LtZ'TT 9CEITS S91'6t S60'Lt tzilst LWEt 6stlit 9SL'6E tET19C 96t'LOE'Z Etl'Z9t'Z St9'8Lt'Z 6tZ'[6t'Z ZLT'90S'Z 609'LIS'Z OIL'LZS'Z 909'91SIZ 00019S 00019S 00019S ooogs 00019S 000,99 000,99 K91T99 tcoligg t1gligg K9'TQ9 K9'T99 VCQ'T09 t1gligg tcellog Z99'SOL'T 60E'tZL'I 118'OtL'T tlt'SSL'T 8EE'89L'T tLL'6LL'T S68'68L'T ZSO'86L'T TSV'90['E 6Z['GLT'C ZSt'OSO'E IZS'IE6'Z tSZ'918'Z OOE'OIL'Z tt9'LO9'Z 66L'60S'Z 6TE'EIE 866'81Z %9s,[s %10*Lt M3113HS RLIM 113113"s O/M NHNISH 30 SIVH 'IVNH3MI St9'69S'S [06'669't MMIgHs KIN M31113"s O/M 3fnVA JMqgHd JSN zztloz (SZ9'SZZ) (09TIE08) Hallia"s tulm (09T'EOB) H3113HIS O/M (a39vH3Xn)mm.3 HM XV.L-Hajqv NrVD JSN SOL'St IZ1't6 LtO'tSZ (60t'16) (ZV9'891) WWOOS) 06S'9E 6TI'SE sttlic ZT9'VtS'Z LZ9'ISS'Z tEB'LSS'Z 00019g 00019q 00019S nelleg tEellog tcolleg BLL'908'T E6L'EIS'l 000'OZB'l tT9'91t'Z 998'LZE'Z S6Z'810'Z S*O maillq"s XVI 3WODNI SIOMI SAMSM JN2MJlrld3H srnd Mgvjona3a IIVJAL 933,4 DNI:)WNI.9 NOIXVIDGHd3U ISMMI 3DIAS3S 1830 sm 3WODNI DNIJ.VMdO JAN SISAIrvw XVI-SWAV x lil3itm 6 11 OT zi ottlEtt SE6'9ZI SCEIZIT TTt'66 SL6'L8 tSB'LL L68'89 60E'tZL'I TTB'OtL'T tlt'SSL'T OEE'99L'T tLL'6LL'I S68'69L'T ZS8'86L'T ELV'OZI'El tl6'E9Z'El ZSB'06('[T LBT'EOS'El 96S'ZO9'El ELS'069'ET LZt'99L'ET 89olz9T Z99'SOL'T 9BE'BS6'ZT 8 ol L 6 9 9 s L t 9 E s TL6'09 9SCES 6WO BLL'908'T E6L'ETB'T 000'OZB'l KVLEWIT t6Z'868'El ISZ'ZS6'El 000'000'tl z t I E 9N I SVn z NOI.LVZIIIHOWV jS8383INI 3DNWTVM NVOrl NOIIDOHJ-C;tw 1 AIIAIJOW Hv3A NOI.LVZIIIWW 3UVW" X1 11"Imn ***********************************************************************h************ ****************************************************************************** EXHIBIT XI ***************************************************************** ***************************************************************************************** JOINT VENTURE ***********************************************************a***************************************************************************************************** 1 CONSTRUCTION YEAR ACTIVITY CASH FLOW ATER DEBT SERVICE (803,160) LAND VAUE 7,000,000 PREFERED RIMMRN 0.08 CIMULATIVE SHORTAGE DEVEWPER MANAGEMENT FEE(.2) CASH FLOW AFTER PREFERRED (803,160) UPLAND INDUSTRIES CASH FLOW IRR 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 (225,625) 218,998 500,656 540,797 648,639 789,554 844,139 967,148 1,123,989 1,195,296 22,818,755 (225,625) 175,198 384,802 43,800 0 400,525 544,277 100,131 (0) 432,637 671,640 108,159 0 518,911 712,729 129,728 0 631,643 641,086 157,911 (0) 675,311 525,775 168,828 0 773,719 312,056 193,430 (0) 899,191 956,237 (423,372) (27,135) (423,372) 560,000 224,798 239,059 239,059 (0) (0) 22,443,068 175,198 400,525 432,637 518,911 631,643 675,311 773,719 899,191 956,237 11,358,162 43,800 100,131 108,159 129,728 157,911 168,828 193,430 224,798 239,059 7,960,593 2 LEASING (7,000,000) 9.75% DEVELOPER CASH FLOW IRR (3,487,601) (225,625) 9.44% ************************************************************************************************************************ AFTER TAX JOINr VENIURE ************************************************************************************************************************************************************** UPLAND INDUSTRIES CASH FLOW (7,000,000) TAX SHELTER TUrAL RETURN (7,000,000) IRR 7.33% DEVEWPER CASH FLOW (3,487,601) TAX SHELTER 0 TOTAL RETIM (3,487,601) 4.66% IRR 0 127,024 127,024 (225,625) 127,024 (98,602) *************************************************************************************h 175,198 47,161 222,359 400,525 22,852 423,377 432,637 (2,812) 429,826 518,911 (29,917) 488,993 631,643 (58,558) 573,085 675,311 (88,832) 586,479 773,719 (120,849) 652,869 899,191 (154,726) 744,465 956,237 11,358,162 (190,588) (3,073,050) 765,649 8,285,112 43,800 47,161 90,960 100,131 22,852 122,983 108,159 (2,812) 105,348 129,728 (29,917) 99,810 157,911 (58,558) 99,353 168,828 (88,832) 79,996 193,430 (120,849) 72,580 224,798 (154,726) 70,072 239,059 7,960,593 (190,588) (3,073,050) 48,471 4,887,543 ************************************** Limited Development Financial Projection 87 PROJELT: WARHOUSE STORE ELIMINATED EXHIBIT I DOLLARS/SF DEVELDPMENr CXET BUDGET LAND: LAND PURCHASE SITE COSTS: PREPARATION-BUILD PREPARATION-LAND PARKING LANDSCAPING TOrAL SITE COSTS ONSTRUCTION FARMERS MARKET HEAD HOUSE COMERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 COMMERCIAL FREIGHT HOUSE 2 STORAGE FREIGHr HOUSE 3 OFFICE WAREHOUSE STORE SEISMIC COMPLIANCE TOTAL CONSTRUCTION SF DOLLARS 13.77 703,300 0 12.00 3.50 3.00 1.50 125,556 55,000 154,000 406,113 1,506,672 192,500 462,000 609,170 2,770,342 22.00 30.00 30.00 30.00 35.00 30.00 17.00 10.00 55,000 11,619 11,619 22,619 28,199 51,500 0 180,556 1,210,000 348,570 348,570 678,570 986,965 1,545,000 0 1,805,560 6,923,235 TOTAL IMPIOVEMENTS 9,693,577 ARCH/ENG PERMITS LEGAL MARKETING DEVELDP TOTAL FEES 484,679 96,936 100,000 100,000 387,743 1,169,358 FEES: ONTINGENCY TOTAL PWiJECT COST 5% 1% 4% 1,000,000 11,862,934 EXHIBIT II OPERATING PROFORMA FULLY LEASED: STABILIZED YEAR DOLLARS/SF NET RENTAL INODME FARMERS MARKET READ HOUSE RETAIL HEAD HOUSE OFFICE FREIGHT HOUSE 1 RETAIL FREIGHT HOUSE 2 S'IORAGE FREIGHTi HOUSE 3 OFFICE WAREHOUSE S'IORE SF DDLLARS 26.46 26.46 16.54 26.46 13.23 16.54 33,000 8,133 9,295 15,833 25,379 41,200 6.00 0 SUB'UrAL 82,346 82,346 5% '1UrAL INCOME REPLACEMENT RESERVE 'IOTAL EXPENSES CASH F[W BEFORE DEBT SERVICE 317,751 226,965 544,717 133,908 3,088,975 OPERATING EXPENSES MAINTENANCE & SECURITY TAXES & INSURANCE PIROMOION 0 2,678,166 MAINTENANCE & SECURITY TAXES & INSURANCE 'IZTAL TENANT INCOME LESS VACANCY 873,180 215,207 153,719 418,949 335,765 681,345 0.20 180,556 180,556 180,556 696,720 497,657 11,393 30,890 1,236,661 1,852,314 EXHIBIT III ****************************************************************************** ************ POJECT ASSUMPTIONS ******************************h*********************************************** PROJECT SUIARY BUILDING AREA FARMERS MARKET HEAD HOUSE CMERCIAL HEAD HOUSE OFFICE FREIGHT HOUSE 1 FREIGHT HOUSE 2 FREIGHT HOUSE 3 WHOLESALE STORE 'IOTAL ************* GROSS 55,000 11,619 11,619 22,619 28,199 51,500 0 180,556 PERCENT 60% 70% 80% 70% 90% 80% 100% NET 33,000 8,133 9,295 15,833 25,379 41,200 0 132,841 PARKING AREA SPACES RATIO 154000 440 4.5 OST ASSLUMPTIONS ONSTRUCTION INTEREST PERMANENT INTEREST OFFICE LEASING UPON COMPLETION LEASE-UP PERIOD INFLATION RATE CAPITALIZATAON RATE CAPITAL GAINS TAX RATE RENT ASSUMPTIONS FARMERS MARKET RETAIL OFFICE STORAGE WHAREHOUSE STIORE VACANCY 105% 105% 105% 105% 100% 5% EXPENSE ASSUMPTIONS MAINTENANCE & SECURITY TAXES & INSURANCE DEPRECIATION (YRS) 105% 105% 20 0.12 0.13 0.25 12 0.05 0.10 20% 3.50 2.50 *** *******************h*******************************************************h**************************************************************************************** EXHIBIT IV SPACE ANALYSIS YEAR 1 ACTIVITY *******************h***************** XOJNSRUCT 2 LEASING 3 4 5 6 7 8 9 10 11 12 13 1 2 3 4 5 6 7 8 9 10 SALE **********.********************************** **************************************************************************************** THREE YEAR LEASES LEASE UP 4,648 NON-TIURNING YEAR 25,248 20,600 4,648 29,895 45,848 25,248 29,895 45,848 25,248 29,895 45,848 25,248 29,895 45,848 3,486 1,162 18,936 6,312 15,450 5,150 3,486 1,162 18,936 6,312 15,450 5,150 3,486 1,162 18,936 6,312 15,450 5,150 3,486 1,162 50,495 50,495 50,495 50,495 50,495 50,495 50,495 50,495 50,495 50,495 TURNING YEAR STAY .75 LEAVE .25 'IUrAL SPACE LEASED 4,648 29,895 50,495 BZB'6LB'Z TST'ZtL'Z 6ZO'TI9'Z s9toct ZST'98t'Z S6E'Tt E6ETT 606'999 ZL9'E[6 E6['TT E6E'TT E6E'TT tSZ'OOL OEO'ZLL L9Z'SEL 9SE'086 ZtB'080'T ELE'6ZO'T tL6*TT9'T tEO'9LL'T 99Z 't98'T Most OZ6'Lt ETOWL't ZZB'E9S't S6L'tO9 TEE'SEE t9t'69t SEO'Stq 860'ZSE L[6'Z6t VtB'L6T 9EL'LOZ EOO'Z69'T LWM't M1881 TLt'99L E9E'6TE SOT'Ltt TZS'6EI'V OSt'6LT EL6'6ZL SST'tOE LTO'SZV TZZ'L9E'Z ME 9SL#SES#T 16E'TT TST'SE9 TTZ'688 TOV'Zt6'E SOVOLT ZTZ'S69 ZL9'68Z ots'sot t60'8Tt'E 666'OBS'E 6W99L'E ST/'VST't TLB'9S6'E 0 0 0 0 0 TES'8Zt BSOOV 99V'ZLO 6LO'96t zeglozs 6Gt'S6Z'T OLL'EEZ'T 6TO'SLT'T 990'6TI'T LLL'S90'T t8L'E86BE6'9E6 ZZE'Z68 OES'08 Z91'608 ZS9'BZZ'T SWOLVT tZt'PTT'l 60S'tS['T SRO'06Z'T 0019 zs*oz 99*SZ solit Wit 3TV9 ET 00*9 SS'61 OW 60'61 60*6E OT ZT 00*9 Z9*8T LVIZ EVLE (Z'LE 6 11 0019 ECLT 91*ZZ WSE WSE OT 00*9 69*91 liliz LCEI LCEE tS6'[SZ'Z LVS'LE L9T'E9t'T C6E'TT 906'VO9 89919ts 999'tSL'E 99L'Z91 LOVZ99 BLB'SLZ 6ZZ'98E BZE'SSZ'E 0 SZ1,80V 9ZO'STO'T TWOLL 9SE'T90'T 0019 80,91 01*0Z 911ZE 911ZE 8 6 080'9tT'Z 6SLS[ tt['EtO'z 66VISWT 9so I tE MIZE SEO't6E'T S6T'BZE'T 06t'S9Z'T E6E'TT IOT'9LS TVS'908 tL8'SLS'E 9TO'SST RLS'OE9 TVL'Z9Z LEB'L9E ZTCOOVE 0 T69'88E T69'996 SIT'VEL ST8'010'T 00*9 ZUST W61 E9*01 WOE L E6E'TT L99'M tET'89L E6['TT OVS'ZZS 9SS'TIL t6S'SOt'E EZt'EVZ'E tE9'LtT ossloog 6ZZ'OSZ TZE'OSE OL9'ZS6'Z 0 TBVOLE 999'OZ6 LST'669 189'Z96 0019 6S*VT EZ'BT LT*6Z LI*6Z 9 t09'OtT ES6'TLS tTE'8CZ 6E9'CEE tTE'ZSB'T 99S'E9L'T S66'ESt'l 068'01 6TV'6Z StLSZ TLL'SOZ'T 968'Btl'T 6ZL't6O'l 16E'TT LS9'L6t OZL'969 SL6'880'E 906'ECT LTL'VtS S96'9ZZ TSOLIE 99T'OL9'Z tLO'ZTB'Z 0 0 S9L'SEE tssZSE 090,919 BT9'9LO 9ST'VE9 tgolsgg OBVELB 6EB'916 00*9 68*El 91'Ll SCLZ RCLZ 0019 EZIE1 tS'9T 9V*9z 9t*9z E6E'TT 096'[Lt EtslEgg TBB'Tt6'Z Z(S'LZT 8LL'STS LST'9TZ OZ91ZOE tf9'OSS'Z 0 LLL'611 66Z'S6L BS6'EO9 009,10 00*9 09*ZT SCSI OZ'SZ oz*sz E6E'Tl 06['TSt 9V6'TE9 69t'tLS'Z t6t'601 M'M V98'soz OTZ'88Z 068'69T'Z 0 6tS'IOE ZVVOTS 86T'SLS 000'Z6L 00*9 oo*zi oo*sl oo*tz oo*tz ONIOM E s z M-KDNI f)NI.LVHSdO MN 3AHSMH JISW3DNnd9H sasNadn Ivim W)IJO"d RDNVHOSNI 'ISMI Alrdnoss 'I 3DNVtC3MIVW c;3SNSdX3 f)NI.LVHSdO anNSAM IVUU A--IWJVA SSRI 3WODNI JMNSI IVUU 3ONVHOSNI I SM.L AXIM33S 19HDNVNWNIVW ivinms 3sols 3sfmasw 29VHM; 3DII9.30 l]IVJZH sH9WHVA anNSASH SSOHD MAW oo*si 9HOLLS asfx*rdw SOW(US HDIA90 lilvjqH Jsxwqw SMWWA JMH JqxHw AIIAIJOV VVSA NOIJ--CHISNOD I MCONT c)NI.LVMdO MN A 11BIM ******************* **** ******************** ************************************************************** * * ** ***** ** ************************** EXHIBIT VI ****************************************************************************************************************************************************************** CASH FLDW ************************************************************************************** 3 1 2 LEASING 1 CONSTRUCTION YEAR ACTIVITY 4 2 ** *********** ************************************************************************* 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 13 SALE ******************************************************************************************* **********************************************************************.************* 2,253,954 2,367,221 2,486,152 2,611,029 35,759 37,547 39,424 41,395 43,465 45,638 47,920 11,619 63,119 51,500 11,619 63,119 51,500 11,619 1,763,566 1,852,314 1,945,499 2,043,344 2,146,080 25,745 29,419 30,890 32,434 34,056 252,476 206,000 11,619 63,119 51,500 1,453,995 NET OPERATING INCOME * ************ 2,742,151 2,879,828 TURNING 0STS COMMISSIONS REFURBISHMENRT TUAL PROJECT OST SALES PIOCEEDS 11,862,934 28,798,278 (11,909,410) 1,175,775 CASH FLOW *********** 46,476 ****** * ************ 1,528,147 ************************* 1,809,805 ***** 1,849,946 1,957,788 * *********** ************* 2,098,703 2,153,288 2,276,297 2,433,138 ************************************************************** 2,504,445 31,443,290 ******** EXHIBIT VII LEVERAGE ANALYSIS 2 LEASING YEAR ACTIVITY 1 CONSTRUCTION NON-LEVERAGED CASH FLOW (11,909,410) 1,175,775 6 4 7 5 8 6 9 7 10 8 11 9 12 10 1,809,805 1,849,946 1,957,788 2,098,703 2,153,288 2,276,297 2,433,138 2,504,445 31,443,290 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 10,181,589 60,630 342,288 490,270 631,185 685,771 808,780 965,621 1,036,928 19,794,184 1,528,147 1,809,805 1,849,946 1,957,788 2,098,703 2,153,288 2,276,297 2,433,138 2,504,445 31,443,290 60,630 342,288 490,270 631,185 685,771 808,780 965,621 1,036,928 19,794,184 3 1 4 2 1,528,147 5 3 11,000,000 MORTmAGE 00NSTRUCTION MORTGAGE POINTS INTEREST 0.02 PERMANENT MORmAGE 0.02 POINTS FIXED DEBT SERVICE ITAL DEBT SERVICE DEBT PAYBACK 220,000 660,000 1,320,000 220,000 880,000 CASH FLOW AFTER DEBT SERVIC (1,789,410) 1,540,000 (364,225) 382,429 EXHIBIT VIII BEFORE TAX CASH FLOW ANALYSIS (11,909,410) 1,175,775 NON LEVERAGED CASH FLOW 3,495,428 0.15 NET PRESENT VALUE 19.71% INTERNAL RATE OF RETURN LEVERAGED CASH FLOW 0.15 NET PRESENT VALUE INTERNAL RATE OF RE1URN (1,789,410) 3,658,859 29.99% (364,225) 382,429 EXHIBIT VII LEVERAGE ANALYSIS YEAR ACTIVITY 1 00NSTRUCTION NON-LEVERAGED CASH FILW (11,909,410) 1,175,775 MORIGAGE 2 LEASING 3 1 4 2 1,528,147 1,467,517 1,467,517 5 3 6 4 7 5 8 6 9 7 10 8 11 9 1,809,805 1,849,946 1,957,788 2,098,703 2,153,288 2,276,297 2,433,138 2,504,445 31,443,290 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 1,467,517 12 10 11,000,000 00NSTRUCTION MORT'GAGE POIN'IS 0.02 INTEREST 220,000 660,000 PERMANENfT MOR'GAGE POINTS 0.02 FIXED DEBT SERVICE 'IUTAL DEBT SERVICE 1,320,000 220,000 880,000 1,540,000 DEBT PAYBACK 10,181,589 CASH FLOW AFTER DEBT SERVIC (1,789,410) (364,225) 60,630 342,288 1,528,147 1,809,805 60,630 342,288 382,429 490,270 631,185 685,771 808,780 965,621 1,036,928 19,794,184 1,849,946 1,957,788 2,098,703 2,153,288 2,276,297 2,433,138 2,504,445 31,443,290 631,185 685,771 808,780 965,621 1,036,928 19,794,184 EXHIBIT VIII BEFORE TAX CASH FLOW ANALYSIS NON LEVERAGED CASH FLOW (11,909,410) 1,175,775 NET PRESENT VALuE 0.15 3,495,428 INTERNAL RATE OF RETURN 19.71% LEVERAGED CASH FLOW NET PRESENT VALUE 0.15 INTERNAL RATE OF RETURN (1,789,410) 3,658,859 29.99% (364,225) 382,429 490,270 ****************************************************************************************************************************************************************** EXHIBIT IX ************************************************************************h*********** ****************************************************************************** MORTGAGE AMMITIZATION **************************************************************************************************************************************************************** YEAR ACTIVITY ************************************** LWAN BALANCE INTERERST AMORITIZATION 1 CIONSTRUCTION 2 LEASING 3 1 4 2 11 9 12 10 10,818,049 10,756,879 10,687,756 10,609,647 10,521,384 10,421,647 10,308,943 1,413,384 1,406,346 1,398,394 1,389,408 1,379,254 1,367,780 1,354,814 54,133 61,171 69,123 78,109 88,263 99,737 112,703 10,181,589 1,340,163 127,355 5 3 ******************************************** 11,000,000 10,962,483 10,920,088 10,872,183 1,430,000 1,425,123 1,419,612 37,517 42,394 47,906 6 4 7 5 8 6 9 7 10 8 ******************************************************h********************** ************************************************************************************ **************************************************i**************************** EXHIBIT X ****************.******************************************************************* ******************************************************************************* AFTER-TAX ANALYSIS *********************************************************************************** NEITOPERATING INCDME 1,453,995 1,763,566 1,852,314 LESS DEBT SERVICE INTEREST 1,430,000 1,425,123 1,419,612 DEPRECIATION 593,147 593,147 593,147 FINANCING FEES 44,000 44,000 44,000 IUrAL DEDUCrABLE 2,067,147 2,062,269 2,056,758 PLUS REPLACEMENT RESERVE 25,745 29,419 30,890 TAXABLE INOJME (587,407) (269,285) (173,555) TAX SHELTER 0.5 293,703 134,643 86,777 NET GAIN AFTER-TAX CASH FIW(LEVERAGED) W/O SHELTER (1,789,410) (364,225) 60,630 342,288 WITH SHELTER (1,789,410) (70,522) 195,272 429,065 NEITPRESENT VALUE W/O SHELTER 2,781,892 WITH SHELTER 3,687,883 IfrERNAL RATE OF RETIURN W/O SHELTER 27.86% WITH SHELTER 31.81% ************************************************************************************ ***************************************************************************j** 1,945,499 2,043,344 2,146,080 2,253,954 2,367,221 2,486,152 2,611,029 1,413,384 1,406,346 1,398,394 1,389,408 1,379,254 1,367,780 1,354,814 593,147 593,147 593,147 593,147 593,147 593,147 593,147 44,000 44,000 44,000 44,000 44,000 44,000 44,000 2,050,530 2,043,493 2,035,541 2,026,555 2,016,401 2,004,927 1,991,961 32,434 34,056 35,759 37,547 39,424 41,395 43,465 (72,597) 33,906 146,298 264,946 390,245 522,621 662,534 36,299 (16,953) (73,149) (132,473) (195,122) (261,310) (331,267) 382,429 418,727 490,270 473,317 631,185 558,036 685,771 553,298 808,780 613,658 *******************I*********************************************************** 965,621 704,310 1,036,928 705,661 2,742,151 1,340,163 593,147 1,933,309 45,638 854,479 (427,240) 4,691,992 15,102,193 19,366,945 ******** * ************************************************************************** *************************************************************************** EXHIBIT XI JOINT VENTURE **********************************h****************************************************************************************************************************** YEAR ACTIVITY 1 CONSTRUCTION 2 LEASING 3 1 4 2 5 3 6 4 7 5 8 6 9 7 10 8 11 9 12 10 CASH FLOW ATER DEBT SERVICE (1,789,410) LAND VALUE 6,000,000 PREFERED RETUIRN 0.08 CLMULATIVE SHORTAGE DEVELOPER MANAGEMENT FEE(.2) CASH FLOW AFTER PREFERRED (1,789,410) (364,225) 60,630 342,288 382,429 490,270 631,185 685,771 808,780 965,621 1,036,928 19,794,184 (364,225) 48,504 431,496 12,126 0 273,830 637,666 68,458 0 305,943 811,723 76,486 (0) 392,216 899,507 98,054 0 504,948 874,558 126,237 0 548,617 805,941 137,154 (0) 647,024 638,917 161,756 0 772,497 346,421 193,124 (0) 829,543 (3,122) (3,122) 480,000 207,386 239,059 (0) 19,078,247 48,504 273,830 305,943 392,216 504,948 548,617 647,024 772,497 829,543 10,016,002 (364,225) 12,126 68,458 76,486 98,054 126,237 137,154 161,756 193,124 207,386 6,778,183 0 146,852 146,852 48,504 67,321 115,825 273,830 43,389 317,219 305,943 18,149 324,092 392,216 (8,477) 383,740 504,948 (36,575) 468,374 548,617 (66,236) 482,381 647,024 (97,561) 549,463 772,497 (130,655) 641,841 829,543 10,016,002 (165,633) (2,559,616) 663,909 7,456,386 12,126 67,321 79,447 68,458 43,389 111,846 76,486 18,149 94,635 98,054 (8,477) 89,577 126,237 (36,575) 89,663 137,154 (66,236) 70,918 161,756 (97,561) 64,195 193,124 (130,655) 62,469 207,386 6,778,183 (165,633) (2,559,616) 41,752 4,218,567 UPLAND INDUSTRIES CASH FLOW IRR (6,000,000) 9.45% DEVELOPER CASH FLOW IRR (2,387,443) 10.82% AFTER TAX JOINT VENTURE UPLAND INDUSTRIES CASH FLOW (6,000,000) TAX SHELTER UFAL RETURN (6,000,000) IRR 7.35% DEVELOPER CASH FLOW (2,387,443) TAX SHELTER 0 IUAL RETURN (2,387,443) 6.60% IRR (364,225) 146,852 (217,374) BIBLIOGRAPHY Taxable Sales in California State Board of Equalization. California During 1982. 1982. Sales and Marketing Management Magazine. Power. 1983. "Survey of Buying Los Angeles Times. 1983. California Leading Companies, 1982. Coldwell Banker & Company. Market in Los Angeles, 1983. 1983. The California Los Angeles Department of Building & Safety. 1982. Earthquake Hazard Reduction in Existing Buildings. Real Estate Division 88 Executive Department City Economic Development Office, Los Angeles. of Profile Economic Mayor. 1983. An of the City Economic Development Office, Office fo the Mayor. August 1983. Los Angeles Wholesale Produce Market Revitalization Program Sumriary. 98