CONFIDENTIAL Texas State Aquarium NMTC Investment

CONFIDENTIAL Texas State Aquarium NMTC Investment Summary Primary Project Sponsor: Texas 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 South Texas 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 Texas State Aquarium opened in 1990 in Corpus Christi, Texas on 15 acres of land located on Corpus Christi Bay, 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 Gulf of Mexico 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 Texas legislature 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

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