CONFIDENTIAL

Texas State Aquarium NMTC Investment Summary

Primary Project Sponsor: State Aquarium

Project Type: Not-for-Profit, Real Estate Operating Business/Scientific, Environmental Education and Conservation/ Research and Development

Project Description: 70,000 sq ft. new Exhibit Wing with Multi-function space, Renovation of Existing Exhibits and new educational and research programs

Project Address: 2710 North Shoreline Corpus Christi, TX 78402

Census Tract Code: 48355-006300 NMTC Qualification: 2010: Severely Distressed Primary Primary Distress Criteria: 2010: Poverty: 26.8% AMI 93.5%

Unemployment 12.5%

Project Status: $50MM capital campaign underway with $25MM committed and a. $20MM bridge loan from a private foundation. $5MM shortfall to be filled by NMTC equity so construction can commence Q4 2014 and be complete in Q2 2016. Project Size: $50 Million

NMTC Request: $20 Million QEI

Target Closing Date: Q3 2014

Community Benefit Summary: Increase in scientific educational opportunities for its service area, which is predominantly Hispanic and Title 1 schools. Economic impact increases annually from $44 MM to $68 MM; job count increases from 700 to 887. Conservation education and wildlife rehabilitation capacity increases significantly.

But/For Summary: NMTC equity will augment significant private capital committed to permit start of construction in Q4 2014 as scheduled and fill the private funding GAP. If the project cannot attract the necessary addition $5 million in funding by Q3 2014 the project scope will need to be substantially reduced in order to start construction in Q4 2014..

Executive Summary:

The Aquarium and the Project

The opened in 1990 in Corpus Christi, Texas on 15 acres of land located on , just north of the ship channel and downtown. It presently consists of approximately 100,000 square feet of facilities representing an investment of approximately $50MM which provides high quality marine science education to South Texas families through over 25 E exhibits and 100 specific educational programs. Since inception, TSA has hosted over 11 million visitors, and involved 1.8 million children in its educational offerings. In addition to its highly acclaimed exhibits the Aquarium has a significant environmental conservation and scientific advancement mission which it executes on site and through a series of important partnerships with highly credible local, state, national and international partners.

Wildlife Rehab

TSA also owns and operates a very successful wildlife rescue operation approximately 2 miles from the main aquarium facility from which it has conducted rescue and rehabilitation of over 1,000 patients including marine mammals, shore birds and sea turtles. This facility also houses a focused set of educational programs which in 2012 and 2013 alone reached a total of 61,851 and 65,000 student’s onsite, direct offsite outreach programs and through a special program called Aquavision which is a real-time, interactive distance learning program for elementary school students using video-conferencing.

The Caribbean Wing

The proposed expansion is a transformative new three level adventure showcasing the famous Sian Ka’an Biosphere Reserve established by Mexico in 1986 and now a 1.3 Million acre UNESCO World Heritage Site along the Eastern coast of Mexico’s Yucatan peninsula. It is designed as a state of the art immersive, interactive aquarium where guests will enter a 34 foot high tropical rain forest and work their way through a series of immersive habitats, ending at the coral reefs of the western Caribbean. Guests will view numerous exotic species as they make their way to a huge wall of clear acrylic – a 450,000 gallon window into the Caribbean Sea which will contain amazing collection of sharks. Integrated within this wing will be a new innovative attraction, “Gulf Base 2020,” a children’s Ocean Discovery Center, filled with handson, high tech exhibitory that will allow younger guests to experience the excitement of the deep sea ocean exploration, showcasing the captivating adventures of the world renowned ocean explorer and Harte Research Institute Advisory Council Chair, Dr. Sylvia Earle. Finally the space will feature a 4D Theatre and large multi- purpose space.

Renovation of Existing Exhibit Space

In addition, the existing exhibit building will receive an extreme makeover including new interpretive graphics, new thematic elements to create a more immersive experience. Page 2

In addition a completely new entrance gallery and new “Deep Gulf” exploration center will be developed to showcase the incredible deep water research discoveries that are currently taking place in the Gulf of Mexico.

The existing Sea Lab facility on near by Rincon Channel will be converted into a new Wildlife Rehabilitation and Conservation Center, where staff biologists will treat hundreds of injured animals that are brought to the Aquarium each year with a goal of returning them to the natural environment. In addition the facility will enable research and propagation facilities for corals and tropical fish allowing scientists from HRI and the UTMSI to continue their significant marine science and conservation contributions.

Funding and Community Impact

The Aquarium was established as a privately funded, non-profit 501 (c)(3) educational institution and receives no operating support from city, state or federal sources outside of specific grant projects. It was designated as the Official Aquarium of the State of Texas by the at inception in 1985, thus its name, “The Texas State Aquarium”. Its largest guest population comes from the City of Corpus Christi (350,000 pop.) and surrounding areas in South Texas into the Rio Grande Valley, though guests come from throughout the entire State and the United States. This area is predominantly Hispanic population as evident from the visitor and demographic information on Page 10.

As noted, the Project is $50MM of which $22.6MM has been raised to date and an additional $2.5MM is anticipated to be committed by June 1 2013 for a total of $25MM. A non profit bridge lender is interested in a 20MM loan leaving a $5MM gap to be filled by NMTC during Q3 2014. An initial QEI of $20MM is envisioned which would allow the project to continue on its current planned timeline to commence construction in Q4 2014. If this funding is not received timely, the project will need to be substantially reduced in scope, and as a result, effectiveness and reach will be severely limited.

The Aquarium is currently staffed by 189 employees (124 FTE) with another 207 volunteers, including “Aquateens”, a unique educational opportunity for local high school students who are predominantly from Title 1 schools. Upon completion, an additional 41 (FTE) will be employed and the total economic impact will increase from $48 million per year (700 jobs) to $68 million (887 jobs).

Texas State Aquarium Mission and Organizational History

The Texas State Aquarium (TSA) opened in 1990 with a mission to connect people with nature and inspire conservation of the Gulf of Mexico. To accomplish this goal, TSA has developed more than 25 permanent and special exhibits to interpret the animals and sensitive ecosystems of the Gulf, engaging more than 11 million visitors in the wonders of the marine world. TSA actively promotes and engages in environmental conservation through a number of programs, including a wildlife rehabilitation program that ministers to the needs of hundreds of sick and injured shorebirds, raptors, sea turtles, and marine mammals each year. At the heart of TSA’s mission is environmental education, which is provided through informative, enriching, and entertaining exhibits and educational programs. TSA visitors tend to be families with young and school-age children seeking a fun, educationally enriching outing. With an average of 500,000 people enjoying this exhibit experience each year, the Aquarium also provides

Page 3 education programs serving more than 60,000 students and teachers annually. These age- appropriate programs support state-mandated skills assessment standards using marine- ecosystem themes. While students come primarily from South Texas, schools from throughout the U.S. have participated in the more than 100 education programs and activities that TSA has developed. More than 1.8 million children have benefited from these educational programs since 1990.

TSA has been an accredited member of the Association of Zoos and Aquariums (AZA) since 1995. Of the several thousand organizations that display animals in North America, only 222 are accredited. The accreditation process involves a rigorous examination of every aspect of the aquariums operations, including education, animal care, conservation, safety and security, maintenance, finance, governance and more. The AZA accreditation process helps develop public confidence that the aquarium meets the highest professional standards. AZA accreditation increases eligibility for grants, promotes excellence within the institution, and provides staff an invaluable opportunity to learn from other institutions.

TSA is also a member of the Alliance of Marine Mammal Parks and Aquariums, and is a federally designated Coastal Ecosystem Learning Center. No other aquariums in South and Central Texas exist, making the TSA a preeminent venue for public education on the Gulf of Mexico and its related ecosystems. TSA actively collaborates with other education and environmental organizations including: The Harte Research Institute for Gulf of Mexico Studies, the Gulf of Mexico Program, Coastal Bend Bays and Estuaries Program, The Gulf of Mexico Alliance, Corpus Christi Independent School District, Education Service Center II and Texas Education Administration.

Board of Trustees and Management has formulated the following statement of Vision for the project and the institution:

Caribbean Journey: See a New Sea

The Texas State Aquarium is about to embark on the most ambitious expansion plan in its 20 year history. This plan will transform the Aquarium from its current status as a leading regional aquarium and a top tourism attraction for South Texas, to one of the premiere aquariums in the nation. The Texas State Aquarium will be a major tourism destination for the entire state of Texas when it expands from 100,000 square feet to 170,000 square feet of educationally enriching adventure.

Why this Vision and Why Now?

Caribbean Journey: See a New Sea is a comprehensive effort to achieve the vision of the Texas State Aquarium by

• Doubling the size of the existing Aquarium; • Completely renovating existing space; • Showcasing the fascinating region of the Western Caribbean Sea; • Transforming the experience of the Aquarium’s guests through state-of the-art, immersive, interactive aquarium exhibitions. • Expanding the Aquarium’s research, conservation and wildlife rehabilitation programs

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Achieving this vision is critical to the Coastal Bend. Now, more than ever, Corpus Christi is poised to be a leader in educating generations about the uniqueness of the Gulf of Mexico and its essential nature to our lives. The pioneering work of the Harte Research Institute at Texas A&M University-Corpus Christi (HRI) and University of Texas – Marine Science Institute (UTMSI), our state population growth, the imperative need for wise stewardship that comes with increased focus on Gulf energy exploration; these are the significant megatrends that compel us to test our urgent case for support with those who are closest to the Aquarium.

Financial Impacts

In addition to the enormous educational impact described more fully below, it is estimated the annual economic impact of the Aquarium will increase from its current $44 million to more than $68 million. According to research by Impact DataSource, the Aquarium will support 887 area jobs and salaries of almost $20 million. Local taxing districts will collect more than $5 million each year as a result of the Aquarium’s presence in the community. Our service area will increase from a regional market to include national and international audiences. Over the next decade, millions of visitors will be introduced to the magic and majesty of the Gulf of Mexico and the importance of balancing ecology with enterprise.

TSA Leadership

The TSA was conceptualized and developed by a group of Corpus Christi and South Texas individuals who had a strong commitment to environmental education and conservation as well as an understanding of the importance of creating an institution which could serve as a vehicle for these ends while creating a significant catalyst for economic development in a highly distressed, hard to reach area. Significantly, the founders undertook this effort on a private nongovernmental basis and have created an institution which has had tremendous impact on the lives of millions of South Texas children and families.

This foresight and vision continues today under the current leadership of the Aquarium. The Board of Trustees is made up of individuals who lead major business in the area and throughout the state of Texas. The Board has assured the success of the Aquarium by employing and retaining highly capable scientists and professionals to manage the institution and to continue to develop it through this exciting new Project.

TSA is lead by Tom Schmid who serves as CEO and has been with TSA since1998. He is a capable scientist and a visionary who has successfully created significant partnerships with major institutions and educational organizations locally and nationally which have enabled the Aquarium to continue to position itself as best in class. Tom with the support from the Board is leading the Project. He is assisted by Jesse Gilbert, COO who has been with the Aquarium since 2003, Julio Flores, Jr., CFO since 2006 and Dr. Rocky Kettering, CFRE, Vice President of Development since 2013. The management team has stability, capability and is fully committed to the Aquarium’s continued successful educational and conservation mission.

The Aquarium has established a series of important partnership relationships which provide content and ongoing opportunities to educate youth, continue to showcase important scientific research and support and enliven Gulf Coast conservation. The following is a

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summary of certain of the important partnership relationships and initiatives the institution is presently engaged in.

South Texas Oyster Restoration and Awareness

Through funding from the State Farm Youth Advisory Board, Texas State Aquarium (TSA) partners with Corpus Christi Independent School District’s Foy Moody (Title 1) and Richard King high schools for South Texas Oyster Restoration and Awareness, a student-led service learning project supporting the Texas A&M University Corpus Christi/Harte Research Institute for Gulf of Mexico Studies’ oyster shell recycling and habitat restoration program Sink Your Shucks. Restoration of the reefs with shells donated by two local restaurants, Nikos Steak House and Water Street Restaurant, provides high-quality habitat for numerous animals while protecting shorelines from erosion and the impacts of hurricanes and improving water quality.

Texas State Aquarium Regional Science Collaborative

Texas State Aquarium, Texas A&M University, the Gulf Coast Gem and Mineral Society, Corpus Christi Geological Society, and comprise the Texas State Aquarium Regional Science Collaborative that supports more than 140 science teachers in 19 South Texas districts and one charter school (http://thetrc.org/web/78.html) with relevant, state-of-the art sustained and high intensity professional development toward the goal of empowering the teachers to lead systemic reform in science education in the state of Texas and Region II area. Most, if not all of the campuses served are Title 1 schools.

Gulf Alliance Partnership, Building Cultural Competency in Experiential Environmental Education

At the end of March 2013, the Gulf Alliance Partnership (GAP) projects were initiated at the TSA and seven other Gulf locations in 2010 with funding from the National Oceanic and Atmospheric Administration to Florida’s Department of Environmental Protection. Through GAP funding, TSA has facilitated three outdoor environmental education activities for 150 students from Corpus Christi’s Cunningham Middle School, a Title 1 feeder campus for STORA partner Moody High School (see STORA description above), with the intent of building a middle to high school science continuum for underrepresented students in the Corpus Christi area.

Gulf of Mexico Alliance

Through a partnership with the Gulf of Mexico Alliance, TSA is developing new video tools and a visitor kiosk aimed at sharing Gulf fisheries and conservation messages with guests through engaging learning activities. The videos and kiosk designs will be shared Gulf-wide and utilized by thousands of visitors to Gulf aquaria and museums.

Coastal America

The Coastal America Partnership is a collaboration dedicated to restoring and preserving coastal ecosystems and addressing critical environmental issues. The partnership coordinates the statutory responsibilities and combines the resources and expertise of 16 federal agencies, 24 Coastal Ecosystem Learning Centers (including TSA) and hundreds of corporate partner. The Coastal America Partnership allows TSA to better serve Coastal Bend communities and schools through seamless access to agencies like the National Oceanic and Atmospheric Administration, Navy, EPA, and Coast Guard for work with SeaCamp and other onsite programs for children and adults.

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University Partners

TSA partners with Texas A&M University Corpus Christi/Harte Research Institute for Gulf of Mexico Studies and the University of Texas Marine Science Institute, especially in the areas of science content interpretation and delivery through exhibit development, student learning projects like STORA (see above), and wildlife rehabilitation.

Education Programs at the Texas State Aquarium

At the heart of the Aquarium’s mission is environmental education, which is provided through informative, enriching and entertaining exhibits and education programs. The Texas State Aquarium serves an average of 500,000 visitors annually; most visitors tend to be families with school age and younger children, seeking a fun family educational experience. The Aquarium provides education programs that serve more than 65,000 students and teachers annually and provides age-appropriate programs that support state-mandated skills assessment using marine- ecosystem themes. While students come primarily from the Corpus Christi area, schools from throughout Texas and the U.S. have participated in the more than 500 education programs and activities the Texas State Aquarium has developed. More than 1.2 million children have benefited from these educational programs since 1990, and the Aquarium has received more than 15 awards for educational and exhibit excellence.

TSA offers a wide variety of on-site educational programming, Sealab and SeaCamp programming (located at our off-site learning center), outreach programming delivered into schools through Texas, and our Aquavision Videoconferencing program. On site programming includes our Discovering Science Programs which foster active learning and are designed to deliver STEM (Science, Technology, Engineering, and Math) process skills. Students observe, describe, gather and organize data and construct charts and graphs, honing math proficiency skills. Camp in programming includes ZZZ’s under the Seas, where students can spend the night at TSA with sharks, tarpon and other creatures from the Gulf. The program includes behind- the-scenes experiences where students learn what it takes to operate an aquarium 24/7. Our Oceanography program allows students to learn about water properties, waves, tides and also allows for Boy Scouts to earn their Oceanography merit badge. Outreach programs include Ocean in a Box, where students have the opportunity to examine and learn share teeth, shells, corals, and more. Our SeaCamp programming provides opportunities for students to investigate the flora and fauna of Rincon Channel wetlands using canoes and kayaks.

Center for Excellence in STEM Education

Building on the success of our existing educational programming, and cognizant of the need for improved STEM teaching and learning, TSA has begun the roll out of a new Center of Excellence in STEM education. Through nine transformative activities, from best practices in curriculum develop and the involvement of multiple partners, to open space meetings and new evaluation techniques that provide insight into program efficacy, this powerful new emphasis on

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Stem practices and skills will improve literacy gains and career recruitment in South Texas and beyond. Our ultimate objective will be to expand our foot print and offerings with a goal of doubling our reach from 60,000 students to 120,000 annually.

Aquavision

The Texas State Aquarium brings its mission to life through experiences that enlighten and educate students, teachers, and the general public about the animals and habitats of the Gulf of Mexico, while promoting wise stewardship of these precious natural resources. In 2003, the Aquarium developed an innovative videoconferencing program designed to provide real-time, interactive distance learning lessons to elementary schools throughout the Corpus Christi area. Videoconference sessions include student participation during power point presentations, discovery through hands-on activities, and “virtual” tours of the Aquarium’s exhibits. The goals of the program are: • to serve high-need and/or at-risk students, • to enhance academic achievement in math, science, social studies and reading, and • to expand instructional technology to meet the No Child Left Behind Act of 2001.

TSA Education Programs Impact in 2012

• Distance Learning: 6,996 students. Students learn by videoconference (Aquavision). • Outreach: 16,830 students, including 241 Title 1 schools. TSA travels to classrooms and provides interactive opportunities without students having to leave campus. • Sea Camp: 1,023 students. TSA Sea Camp is a week-long summer program that provides opportunities for children to learn about the marine environment through live animal encounters, hands-on water activities and guest lectures. • Sea Camp Scholarships: 52 students of 28 Title 1 schools were awarded scholarships • Onsite: 37,002 students • Sea Camp/Onsite: 22,428 Title 1 students • Total for all: 61,851 students reached in 2012.

2013 Educational Program Results

In 2013 over 65,000 students participated in our education programs. The majority of these, over 45,000 were onsite at our main facility or at our SeaLab facility. We reached these, over 6,000 students across the state of Texas through our Aquavision video conferencing program, and about 13,500 students participated in educational programming at their school through our outreach program.

Texas State Aquarium Wildlife Care Rehabilitation Program

The Texas State Aquarium’s wildlife rehabilitation program has been federally licensed since 1990 with the goal of rehabilitating and, whenever possible, returning the animals to their natural environment. The program accepts marine mammals, raptors, shorebirds, and sea turtles.

In 2007, the Aquarium purchased a 336 square foot prefabricated building to house the Wildlife Care Clinic. This clinic serves as the avian patient intake facility and as a holding facility for critical care patients.

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In 2010, the Wildlife Care Clinic was moved to the Aquarium’s Sea Lab property, which now houses all of the rehabilitation program’s wildlife care assets. The rehabilitation facilities at the Sea Lab property include the Wildlife Care Clinic, a 7, 000-gallon seawater disinfection system, a 70,000-gallon recirculating seawater pool, two 3-foot deep shorebird pools (975 square feet, 3,000 gallons), a shallow wading bird pool (350 square feet), seven hawk mews (1,800 square feet), and three hawk flight cages (3,200 sq feet).

The Aquarium has three full-time equivalent (FTE) employees assigned to the rehabilitation program. The staff includes a veterinarian, a veterinary technician, and four wildlife care specialists. Seasonal animal care attendants and veterinary externs also assist in the rehabilitation program. Annual rehabilitation salaries total $111,000, and the annual rehabilitation operating budget totals $17,000.

Marine Mammals

The Texas State Aquarium partners with the Texas Marine Mammal Stranding Network (TMMSN) when a marine mammal becomes stranded or injured in South Texas. A number of cetacean species, including Atlantic bottlenose dolphins, clymene dolphins, rough toothed dolphins, spinner dolphins, and melon-headed whales have been rehabilitated at the Aquarium. In addition to the cetaceans, two West Indian manatees have also been rehabilitated at the Aquarium.

The Aquarium was awarded a $47, 100 NOAA John H. Prescott grant in 2009 and matched the award with an additional $26,300. These funds were used to upgrade the existing facilities and to add the seawater disinfection system. The seawater disinfection system allows the Aquarium to use disinfected natural seawater when caring for a stranded marine mammal. The 70,000-gallon recirculating pool is designed for the long term care of a cetacean or siren and is approximately six feet deep.

Shore birds and Raptors

The Aquarium’s avian rehabilitation program comprises the majority of patients treated annually. The number of species treated varies, and as many as 101 species have been treated in a single year.

In 2011, a $25,000 grant from the Earl C. Sams Foundation was used to upgrade the avian mews and flight cages. The Aquarium matched the grant with an additional $43,000. Work was completed in 2012, and the facilities were increased from 1,000 square feet to 5,000 square feet. The flight cage renovation included the ability to use an “L” shaped flight cage. The “L” shape flight path allows rehabilitation staff to assess the patient’s ability to bank during flight.

Sea Turtles

The sea turtle rehabilitation program consists of two species: the and the Kemp’s Ridley sea turtle. The primary sea turtle rehabilitation takes place during mass cold stunning events. During these events, the Aquarium assists in the response to mass strandings of green sea turtles. Due to the large number of patients and the need to keep the animals stable at times like this, the Aquarium utilizes the 70,000 gallon re-circulating sea water pool to house numerous specimens.

In addition to the cold stunned patients, sea turtles are also rehabilitated at the Aquarium’s main campus. Stranded sea turtles are rehabilitated, and al l injuries treated. The animals are evaluated

Page 9 by animal care and veterinary staff, and if cleared, they are prepared for release. The most recent long-term rehabilitation patients (two Kemp’s Ridleys) were released in 2010.

Second Chances Wildlife Fund

The Texas State Aquarium has established the “Second Chances Wildlife Fund”, which enables to public to donate directly to the care of animals going through the Aquarium’s wildlife rehabilitation program. The Aquarium is using the “Second Chances Wildlife Fund” to raise awareness of the plight of injured wildlife and the importance of proper medical care and animal husbandry practices in order to enable as many animals as possible to be returned to health and release back into their natural environments.

Rehabilitation Numbers

The following are the rehabilitation program’s patient numbers since 2005: 2005* 2006 2007 2008 2009 2010 2011 2012 Total

Marine Mammals Species 1 1 2 2 1 1 2 Patients 1 1 3 2 1 1 1 10

Aves Species 101 67 57 65 65 58 62 61 Patients 958 310 281 338 304 219 292 216 2,918 Sea Turtles Species 1 2 Patients 46 20 66

* 2005 was the last year the Aquarium accepted songbirds in the rehabilitation program.

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Construction Plan and Budget

The Project Architects, Engineers and General Contractor have been in place for some time. Schematic design and programming were completed in February 2013; design-development was completed in June 30, 2013. Construction documents will be prepared by September 2014 and final construction contract is expected to be bid in late September-early October 2014 with construction ready to commence in November 2014. The Construction budget is as follows:

Caribbean Wing campaign Budget

Building core and shell $ 15,400,000.00

Exhibits

Shark habitat $ 5,600,000.00 Lagoon and $ 3,900,000.00 Mangrove and Jungle habitat $ 2,700,000.00 Children's discovery zone $ 1,000,000.00 other exhibit costs $ 3,500,000.00 subtotal $ 16,700,000.00

Café & Administrative area $ 1,700,000.00

Soft costs

Indirect costs (Insurance, permits, general conditions, etc.) $ 3,500,000.00

Design fees, builders fee $ 6,900,000.00 subtotal $ 10,400,000.00

Construction total $ 44,200,000.00

Campaign logistics, start up, animal acquisition $ 1,750,000.00

Contingency $ 2,500,000.00

Endowment $ 1,500,000.00

Caribbean Wing total $ 49,950,000.00

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For more information please contact:

Patrick J. Kennedy, Jr. T: 201-228-4431 C: 210-213-0279 E: [email protected]

Dub Sutherland T: 210-228-4444 C: 210-259-3885 E: [email protected]

112 E. Pecan Street, Suite 2810 San Antonio, Texas 78205 www.texascde.com

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