20 Federal Place the CITY of YOU

INVESTOR PROSPECTUS YOUNGSTOWN OHIO

20 Federal Place THE CITY OF YOU

The one thing that has defined Youngstown throughout its history is its strong entrepreneurial spirit. Anything is possible in Youngstown. BIG and BOLD things are happening everyday in Youngstown.

This isn’t your average Rust Belt city. This is the City of You.

“A city where anyone can build a future for themselves.” Mayor Jamael Tito Brown – City of Youngstown Website CONTENTS

1 YOUNGSTOWN CONTEXT 5 INCENTIVE POTENTIAL

2 YOUNGSTOWN MOMENTUM 6 MODEL

3 20 FEDERAL PLACE 7 ADDENDUM

4 REINVENTION AT 20 FEDERAL

Click on the title to jump to the section 1 YOUNGSTOWN CONTEXT

Named “Top 10 Cities to Start a Business” Entrepreneur Magazine YOUNGSTOWN MSA* KEY INDICATORS

545,175 225,604 18,695 Population Households Total Businesses

44.9 $119,046 2.27 Median Age Median Home Value Downtown** Daytime Population/ Downtown Resident Ratio MEGAPOLITAN CITY Youngstown – Center of the YOUNGSTOWN AT THE CENTER “Tech Belt” Megapolitan Megapolitans in the U.S. are clustered networks of 2M+ American cities where the population is projected People to be between 7 and 63 million by 2025.*

CLEVELAND 550K 7 MILLION People People live within 75-Miles 700K+ People Extraordinary Teleworking 45 MILES YOUNGSTOWN 228,117 Opportunities Businesses within 75-Miles AKRON MIDWAY Between Cleveland and Pittsburgh (60 Miles) Between Chicago and New York (400 Miles) 2.3M+ People One Day Drive 60% of the U.S. Population PITTSBURGH MSA POPULATION NUMBERS

Age Groups & Generations*

19.7% 21.1% 19.3% 26.1% 9.9%

Gen Z Millennial Generation X Baby Boomer Greatest Gen. 1999-2016 1981-1998 1965-1980 1946-1964 <1945

59% 27% 13%

White Blue Services Collar Collar EMPLOYERS & INDUSTRY

Major Employers Employment by Industry

Youngstown USA Employer Name Industry # of Employees Industry # Employed % Employed % Employed Diocese of Youngstown Education 1,000+ Healthcare/Social Assistance 4,777 23.0% 14.0%

Mahoning County Government Government 1,000+ Manufacturing 2,682 12.9% 9.9%

Mercy Health Healthcare 1,000+ Accommodation/Food Services 2,344 11.3% 7.6%

U.S. Postal Service Logistics 1,000+ Retail Trade 2,320 11.2% 11.0%

Youngstown City Schools Education 1,000+ Admin/Support/Waste Mgmt Srvcs 1,352 6.5% 4.4%

Youngstown State University Education 1,000+ Education Services 1,216 5.9% 9.2%

City of Youngstown Government 500-1,000 Other Services 1,206 5.8% 4.9%

Home Savings & Loan Financial Services 500-1,000 Construction 887 4.3% 6.5%

Valourec Star Manufacturing 500-1,000 Public Administration 784 3.8% 4.7%

VXI Global Solutions Call Center 500-1,000 Transportation/Warehousing 756 3.6% 4.2% 2 YOUNGSTOWN MOMENTUM

“During my travels to the Mahoning Valley, I saw a region that consistently looks to the future.” Speaker of the House Nancy Pelosi • YSU’s Business program ranked in top 20% HUB FOR in the U.S. • Engineering Program ranked top 25% in the EDUCATION world • 2nd Best College for Computer Science & IT • YSU’s total number of enrolled international students increased by 79% from 2014-2018

• Fastest growing community college in Ohio • 20% enrollment growth since 2013

• 23% Bachelor’s/Grad Degree • 41% High School Diploma Click the logos to learn more HUB FOR INNOVATION about these organizations

Mahoning Valley Innovation & Commercialization Center – Excellence Training Center

Mission is to facilitate the creation of high-value America Makes is the nation's leading and Bringing together advanced businesses through collaborative partnerships collaborative partner in additive manufacturing, educational that promote innovative technologies & long- manufacturing (AM)/3D printing (3DP) opportunities and workforce term, sustainable employment opportunities, technology and workforce development development will be the mission of with a focus on IT & advanced manufacturing the Excellence Training Center Click the logos to learn more HUB FOR INNOVATION about these organizations

Voltage YSU IT Workforce Valley Accelerator

Large investment is occurring in the region focusing on Youngstown State University, in partnership Center Street Technologies is a Youngstown - electric vehicles and battery research: with IBM, has launched an IT Workforce based manufacturer with the world’s largest • Lordstown Motors is investing $423 million at its site Accelerator to help better align the workforce production-based additive machine for massive and hiring 1,570 workers by the end of 2025 with industry in-demand skills area additive manufacturing • A joint venture between GM and LG Chem, is currently under construction right outside of Youngstown for a $2.3 billion state-of-the-art Ultium battery cells manufacturing facility 3 20 FEDERAL PLACE

“Youngstown is making the transformation from a historic manufacturing powerhouse to a place where investments are being made in the innovative jobs of the future.” Former Governor Ted Strickland BUILDING FIGURES 332,000 SF Built in 1926 as a luxury department store by Strouss-Hirschberg Company

7 STORIES First floor and open mezzanine level within Youngstown’s principal retail district and additional basement space available for development

HISTORIC DETAIL On the National Register of Historic Places since 1986 and remains one of Youngstown’s most imposing and significant historic properties DOWNTOWN CORE RECENT DOWNTOWN INVESTMENT (~10 Years) BUILDING ON MOMENTUM $550MM Total Investment

55% $300MM within ¼ Mile Radius

19% $106MM within 1 Block

20 FEDERAL PLACE DOUBLETREE $32MM Redevelopment Opened in 2018 Constructed in 1907 RECENT DEVELOPMENTS 12-Stories with 125 Rooms

PHELPS PEDESTRIAN WALKWAY $1.8MM Redevelopment 20 FEDERAL PLACE

ERIE TERMINAL $9MM Redevelopment REALTY TOWER Opened in 2012 $9MM Redevelopment Constructed in 1923 Opened in 2009 st 1 Floor Commercial with Constructed in 1924 40 Residential Units 1st Floor Commercial with WICK TOWER 23 Residential Units $16.5MM Redevelopment Opened in 2015 Constructed in 1906 33 Residential Units; FEDERAL BUILDING 4 Overnight Stay Units $2.4MM Redevelopment Opened in 2011 Constructed in 1902 1st Floor Commercial with 14 Residential Units DOWNTOWN RESIDENTIAL MARKET: • Current downtown residential occupancy estimated around the 80% mark • Occupancy rates as high as 95% for market rate (non-student) units • Slight decrease from COVID stressors with less YSU and student activity RESIDENTIAL DEMAND but uptick expected in 2021 and beyond as students return to campus • Lease-up for new downtown residential units at 20 Federal delivered in ERIE TERMINAL 2022 expected to be close to a 6-month period $9MM Redevelopment Opened in 2012 Constructed in 1923 20 FEDERAL 1st Floor Commercial with PLACE 40 Apartment Units

FEDERAL BUILDING $2.4MM Redevelopment WICK TOWER Opened in 2011 $16.5MM Redevelopment REALTY TOWER Constructed in 1902 Opened in 2015 $8.5MM Redevelopment 1st Floor Commercial with Constructed in 1906 Opened in 2009 14 Residential Units 33 Residential Units; Constructed in 1924 4 Overnight Stay Units 1st Floor Commercial with 23 Apartment Units

WELLS BUILDING $5MM Redevelopment Opened 2015 Constructed 1917 1st Floor Office with 12 Residential Units RECENT DEVELOPMENTS FLATS AT WICK $9MM Development Opened 2010 49-Units and 116-Bed STUDENT HOUSING DEMAND Facility

YSU Enclave STUDENT GROWTH: $13MM Development • YSU’s total number of enrolled Opened 2018 international students increased by 194-bed student apartment 79% from 2014-2018 UNIVERSITY EDGE complex and retail project $26.1MM Development • Eastern Gateway Community College Phase 1: 162 Beds Opened in 2016 is the fastest growing community (100% pre-leased) Phase 2: 220 Beds Opened in 2017 CAMPUS LOFTS college in Ohio with 20% enrollment Phase 3: 163 Beds Opened in 2020 $10MM Development growth since 2013 Opened 2020 200-Bed Student-Housing Complex

20 FEDERAL PLACE

RECENT DEVELOPMENTS MERCY HEALTH CAMPUS IN THE CENTER OF IT ALL

YOUNGSTOWN STATE MAHONING VALLEY UNIVERSITY CAMPUS PHELPS ST INNOVATION & COMMERCIALIZATION PEDESTRIAN CENTER WALKWAY

YOUNGSTOWN CHOFFIN BUSINESS 20 FEDERAL CAREER & INCUBATOR PLACE TECHNICAL CAMPUS CENTER

EASTERN GATEWAY COMMUNITY COLLEGE

YOUNGSTOWN COVELLI FOUNDATION CENTRE AMPHITHEATRE WEAN PARK THE BUTLER INSTITUTE OF AMERICAN ART & Mc DONOUGH MUSEUM OF ART IN THE CENTER OF IT ALL DOUBLETREE B Y HILTON STAMBAUGH STADIUM YOUNGSTOWN HISTORICAL Hotel and Event Space 20,630 seating capacity CENTER OF INDUSTRY AND LABOR

DEYOR PERFORMING ARTS CENTER OH WOW! YOUNGSTOWN Edward W. Powers Auditorium & The Roger & Gloria Jones FOUNDATION The Ford Family Recital Hall COVELLI CENTRE Children’s Center for AMPHITHEATRE Science & Technology 4,800-person capacity 7,000-person sports and entertainment facility IN THE CENTER OF IT ALL

AMENITY MAP KEY

ATM

Bars

Dining

Entertainment

Museums

Plays/Theatre

Retail 4 REINVENTION AT 20 FEDERAL

“Studies show that if you have a thriving downtown, it feeds into your neighborhoods, goes down your corridors.” Mayor Jamael Tito Brown YSU CENTER FOR INNOVATION IN ADDITIVE YSU COMPUTER MANUFACTURING SCIENCE & REINVENTION OF TECHNOLOGY 20 FEDERAL

WILLIAMSON COLLEGE CHOFFIN OF BUSINESS CAREER & ADMINISTRATION TECHNICAL CENTER

MAHONING VALLEY INNOVATION & COMMERCIALIZATION CENTER

YOUNGSTOWN BUSINESS EASTERN GATEWAY INCUBATOR CAMPUS COMMUNITY COLLEGE

INNOVATION AND At the Center of Gravity ENTREPRENEURIAL CENTERS at 20 Federal Lies the shown above include links. Please click to learn more! Spirit of Entrepreneurial Youngstown NO OTHER BUILDING in downtown Youngstown has more memories and historic connections than the Strouss Building – ELEMENTS OF it’s time to recreate the building that will have the same level of impact for today’s generation and beyond REINVENTION COMMUNITY SERVICES Increase access to healthcare, social services, educational resources, and cultural institutions to Youngstown and downtown residents

COMMERCIAL GOODS Bring in local companies that meet existing needs in downtown Youngstown with access to fresh produce, essential goods, and exciting retail WORKFORCE TRAINING Build on the innovative, entrepreneurial spirit that is Youngstown by adding in organizations that focus on the skills and training needed to create a competitive workforce and the companies of the future BASEMENT LEVEL ELEMENTS OF SPEAKEASY REINVENTION HALLWAY ENTRANCE/ EXIT

OPEN COURT Phelps St. Building Example PedestrianMall RESTAURANT ACCESS The 20 Federal Food Hall food vendors will be able to open to the Phelp’s Pedestrian Walkway with food

service available along the western side of the DOWN building through reconfigured kitchens spaces Commerce St.

SUNKEN PLAZA Removing the northwest corner of 20 Federal Place allows direct light and direct access to the reinvigorated basement level of the building that once housed the busiest places in the Strouss Department store Building Example

20 FEDERAL PLACE is located in the center of Youngstown’s investment in streetscaping and the town’s focus on walkability. The architectural re-thinking of the Phelp’s side and Northwest corner will open the building up to the people of Youngstown in a way not seen before. This building will be the heart of downtown activity. EASTERN GATEWAY PARKING DECK PARKING POTENTIAL

ELEMENTS OF CITY OWNED LOT REINVENTION The current parking lot has 141 parking spaces available for tenants, residents, and customers

DECK POTENTIAL • The city owned lot is the site of a former parking STAMBAUGH LOT/ deck that once had a walkway between the PARKING DECK structure and the 20 Federal Place building 20 FEDERAL • Adding a basic 2-level structure (without skyway) PLACE would cost approximately $14,000/space (not included in financial model) PARKING SYNERGY Work is currently underway to place 20 Federal

Building Example Place along the autonomous shuttle route between current parking structures operated by the Western Reserve Port Authority for Eastern Gateway Community College

• Eastern Gateway deck has 730 parking spots

• Stambaugh Lot/Deck has 250 parking spots 200+ CARS Source: Youngstown CBD Parking Review (2018) 20 FEDERAL ELEMENTS OF PLACE REINVENTION

PHELPS STREET PEDESTRIAN WALKWAY

DOWNTOWN CORE The walkway is in the center of the downtown entertainment district and puts an emphasis on walkability PROGRAM POTENTIAL An elevated platform across the street from 20 Federal on the Commerce Street side is also part of the Phelps Street project and will be used for outdoor dining and programs ELEMENTS OF REINVENTION

Fiber Conduit SMART2 BRITE Broadband Network Energy Network Project Innovators

The Appalachian Regional Commission awarded The Youngstown SMART2 Network received a $10.85M BRITE Energy Innovators in Warren received $1.45 million for the installation of 10 miles of fiber Grant and will enhance mobility, improve safety, and $49,950 for a study of energy storage assets, conduit to establish a broadband network in integrate technology into a modern and efficient multimodal outline key assets in energy storage for grid downtown Youngstown that will serve 212 transportation system in Downtown Youngstown generation, transportation and consumer businesses and create 119 jobs electronics, and help strengthen the supply chain for energy technology To Mercy Health Campus and ELEMENTS OF Walmart Shopping Center REINVENTION Proposed Autonomous Shuttle Route

The Western Reserve Transit Authority received a $2.3MM grant to help test an autonomous shuttle in downtown Youngstown which would provide a safe & convenient service to connect local businesses & transform intra-downtown travel Phelps St Pedestrian Mall 20 INNOVATIVE MULTIMODAL FEDERAL PLACE TRANSPORTATION Complete Street Proposed Autonomous Enhancements Shuttle Route Stops

ENHANCED MOBLITLY AND IMPROVED SAFETY

ACCESSIBLE PARKING OPTIONS

AUTONOMOUS SHUTTLE Enhancements include: 20 FEDERAL SMART2 Network . Streetscape Lighting PLACE . Wayfinding Signage ELEMENTS OF Project . Traffic Calming Features . Pedestrian Infrastructure $10.85 million in complete street investments will . Alt. Transportation Infrastructure REINVENTION improve downtown transportation and enhance the . Green Infrastructure / Beautification streetscape experience for all users . Phelps Street Pedestrian Mall. HISTORIC CONNECTIONS / FUTURE VISION FLOOR PLAN – BASEMENT LEVEL

OPEN COURT ACCESS Plans to demolish the northwest corner addition to create an open court and access to the lower level from the Phelps Pedestrian Mall will bring new life to the building

Direct light and direct Up access to the reinvigorated basement level of the building that once housed the busiest places in the Strouss Department store RENDERINGS – OPENING TO BASEMENT LEVEL

BASEMENT LEVEL SPEAKEASY HALLWAY

ENTRANCE/ EXIT

OPEN COURT

UP DOWN RENDERINGS – BASEMENT LEVEL

Example Rendering

Example Rendering FLOOR PLAN – GROUND LEVEL

BEST OF YOUNGSTOWN Celebrate Youngstown with a first floor that showcases a mix of small entrepreneurs selling their best products that range from clothing to candles to 3D printed Youngstown keepsakes

Experience the new Food Court that contains a diverse variety of options in a food hall that has been restructured to allow access to the Phelps Pedestrian Mall which will activate that corner

Example Rendering

PHELPS STREET PEDESTRIAN MALL A DOWNTOWN DESTINATION – GROUND LEVEL Youngstown Market Fast / casual dining, edgy retailers, coffee shop / hot desks for co-working, interactive exhibits for families that showcase Youngstown / entrepreneurship & event / performance space, redeveloped food court open to Phelps, reopen the Two Guys/Two Girls clothing stores to Phelps (retail bays opened to street on West side), pop up restaurants/ food entrepreneurs at the food court

POTENTIAL ATTRACTIONS Visitors Center Events 3D Printing Souvenir Shop

Example Rendering Example Rendering Example Rendering

Food Court Options / Nostalgic Youngstown Favorites*

Click to learn more about this book (you can buy it!) Example Rendering *Source: Classic Restaurants of Youngstown – Facebook Page FLOOR PLAN – MEZZANINE

MEZZANINE MOVEMENT

Developing open workspaces on the mezzanine level will create an extra sense of activity and excitement in the building as opposed to having only closed off private offices

Common spaces and shared conference room amenities will generate interactions between office users and increase collaborative moments RENDERINGS – MEZZANINE

Coworking spaces are created to have a sense of community, collaboration, learning and sustainability. MEET WORK CONNECT

COLLABORATIVE OFFICE Example Rendering COWORKING SPACES FLOOR PLANS – 2nd FLOOR & 3rd FLOOR

7,500 SF

22,700 SF

PRIVATE OFFICES PUBLIC FOCUS RENDERINGS – 2nd FLOOR & 3rd FLOOR Community Impact

Example Rendering DOWNTOWN LIVING – 4th through the 7th FLOOR

Example Rendering Example Rendering

Example Rendering

Example Rendering DOWNTOWN WORKING – 4th through the 7th FLOOR

LIVE WORK SHOP PLAY FLOOR PLAN – 4th FLOOR

Example Rendering

Example Rendering FLOOR PLANS – 5th & 6th FLOOR

Gym Example Rendering

Overnight Stay Unit

Laundry Example Rendering

Example Rendering FLOOR PLAN – 7th FLOOR

SKY HIGH VIEWS Get the best views of Youngstown with Penthouse Apartments offering a larger floor print and higher end finishes plus the best sunsets in town

Example Rendering 5 INCENTIVE POTENTIAL

“Downtown is our heartbeat.” Mayor Jamael Tito Brown OPPORTUNITY ZONES OPPORTUNITY $6 Trillion ZONES 101 In unrealized individual and corporate capital gains

50 Million Americans living in economically distressed communities

PRIVATE FOR PUBLIC CAPITAL GOOD OPPORTUNITY ZONE TAX BENEFITS

Several tax incentives are available based on an investment’s time horizon

Temporary Deferral of Capital Gains Tax Liability 1 Gains reinvested in Opportunity Funds will receive a 10% step-down in basis after 5 years, lowering the total deferred gains due in 2026.

Step-Up in Basis of Capital Gains Invested in Opportunity Funds 2 Gains reinvested in Opportunity Funds will receive a 10% step-up in basis after 5 years and an additional step-up of 5% at 7 years. A maximum of 15% of the original gains may be excluded from taxes.

Permanent Exclusion of Gains Generated by OZ Investment 3 New capital gains generated by Opportunity Fund investments are excludable from taxable income if held for at least 10 years. This does not apply towards the original capital gains reinvested. OPPORTUNITY ZONE INVESTMENTS

Billions in targeted capital may flow to Opportunity Zone Investments BY THE NUMBERS INVESTMENT FOCUS AREA United States: Affordable Housing 163 Opportunity Funds created across the U.S. Community Revitalization $75 Billion dollars targeted for investment in OZs Mixed-Use Development

Ohio: Commercial Real Estate 10% additional income tax credit offered by the State of Ohio along with federal incentives Small Business Development OPPORTUNITY ZONE

The 20 Federal project falls within a designated Opportunity Zone

20 Federal – OZ Potential

• The culmination of the opportunity zone benefits could increase the investment return by 2.25%-4%

• If we assume that a Developer invests $4MM of their capital into this project and earn a Year 1 return of 6%, which grows at an annual rate of 5%, they will have a 10-year IRR of 6.5% without OZ Benefits

• Once the OZ benefit is factored in, that exact same investment would produce a 10-year IRR of 9.4%, which is an increase in return of 2.9% NEW MARKETS TAX CREDITS (NMTC) NEW MARKETS TAX CREDITS (NMTC)

The NMTC Program is dedicated to increasing economic opportunity in distressed communities across the U.S. NEW MARKETS TAX CREDITS (NMTC)

A proven tool for generating opportunity in low-income communities (LICs)

Community Development Entity (CDE)

Private Investor Tax Credit Amount NMTC • The New Markets Tax Credit is taken over a 7-year period • The credit rate is: • 5% of the original investment amount in each of the first three years • 6% of the original investment amount in each of the final four years • Total credit equals 39% of the original amount invested in the CDE

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 TOTAL 5% 5% 5% 6% 6% 6% 5% 39% NMTC

As a potential $34MM redevelopment, the building could theoretically attract up to $34MM in NMTC allocation likely consisting of 3-4 CDEs 20 Federal – NMTC Potential • Youngstown has a national brand that could attract New Market CDEs even with Ohio not being a targeted NMTC state • Assuming a wide range of $12MM to $34MM in NMTC allocation, the total benefit to the project would be between $2.4MM to $7.5MM • NMTCs act as gap financing which can make projects more economically attractive in underserved markets HISTORIC TAX CREDITS (HTC) HISTORIC TAX CREDITS (HTC) Federal HTC • Federal HTCs are an indirect subsidy to finance up to 20% of Qualified HTC Rehabilitation Expenses (QREs) programs exist in both the federal level and the state level

Federal HTCs have Since it began in 1976, generated over federal HTCs has $102BB in estimated preserved more than rehabilitation 45,000 buildings* investment* HISTORIC TAX CREDITS (HTC) State HTC • State of Ohio HTCs can finance 25% of QREs but are capped at HTC $20MM QRE programs exist in both • State of Ohio HTC is a the federal level and the competitive process state level

Since inception, Ohio The Ohio program is has awarded funding to projected to leverage 475 projects for over more than $6.75BB in 600 buildings in 70 private development & communities* federal tax credits* HISTORIC TAX CREDITS (HTC)

The Strouss-Hirschberg Building (20 Federal Place) has been on the National Register of Historic Places since 1986 and remains one of the city’s most impressive and significant historic properties 20 Federal – HTC Potential • QREs are roughly estimated at $30MM for a $34MM development • Assuming a $34MM project with $30MM in QREs and Federal and State pricing of $0.80 each, total subsidy could be $4.8MM in Federal HTCs and $4MM from State HTCs, less fees • Ohio HTC is a competitive process, but the State Historic Preservation Office (SHPO) has expressed interest in supporting the redevelopment of 20 Federal OHIO TAX INCREMENT FINANCING (TIF) TAX INCREMENT FINANCING (TIF)

In Ohio, a TIF works by locking in the taxable worth of real property at the value it holds at the TIF time the authorization legislation was approved is an economic development mechanism Payments derived from the increased available to local assessed value of any improvement to real governments in Ohio to property beyond that amount are directed finance public towards a separate fund to finance a number infrastructure of infrastructure needs including public roads improvements &, in and highways, water and sewer lines, certain circumstances, remediation, land acquisition, demolition, the residential rehabilitation provision of gas, electric, and communications service facilities, and the enhancement of public waterways TIF

TIFs are implemented at the local level and may be created by a township, municipality or county 20 Federal –TIF Potential

• Assuming a residential and public infrastructure component and a 30-year / 100% TIF with the mandated legislative carve-outs (for schools, hospitals, development disability, etc.) the total benefit could be $2.9MM

• If the 30-year TIF does not receive favorable political feedback during the approval process, there is a step down TIF option available which is easier to get approved but has a lower incentive value

• Assuming the step down TIF, level of 10-years at 75%, the value is $1MM EARNINGS TAX “TIF” EARNINGS Incentive Potential TAX “TIF” • Some cities allow earnings/payroll tax diversion to fund tenant or building improvements • Example: The City of St. Louis collects a 1.0% earnings tax and a 0.5% payroll tax • In certain cases, the City authorizes a length of term where the tax from new employees are diverted into a fund that covers certain improvements • A similar plan for 20 Federal could be explored SALES AND USE TAX EXEMPTION SALES AND USE TAX EXEMPTION

Sales tax exemption certificates are required whenever a seller makes a sale of taxable goods or services, and does not collect sales tax in a jurisdiction, in which they are required 20 Federal – Sales and Use Tax Exemption Potential • Through its capital lease program, the Western Reserve Port Authority can provide a sales tax exemption on building materials • Assuming a $34MM project and $10MM in materials with all materials in the State of Ohio, this could provide a total exemption of $715K (40% of $34MM cost at 7.25%) PROPERTY ACCESSED CLEAN ENERGY (PACE) PROPERTY ACCESSED Tax Credit Potential CLEAN ENERGY (PACE) • The PACE loan is a long term, fixed- rate, non-recourse (after construction in completed) loan which is repaid through a special assessment levied against the property and collected with the property’s tax bill • PACE can act as a lower-cost loan PACE which can replace more expensive is a financing tool which allows debt and equity sources or can help fill projects to obtain low- cost a financing gap flexible debt which can finance 100% of the cost of energy • PACE financing can be stacked with efficiency, renewable energy, bank loans and other incentive sources and water conservation • The energy savings from the PACE improvements for real estate improvements should decrease future projects of all types expenses and increase the property value for the owner, thus making the project more financially viable overall for the investor and lender PROPERTY ACCESSED CLEAN ENERGY (PACE)

How does PACE work?

Building owner PACE Administrator Property owners completes energy Local Government approves financing Property owner uses energy savings audit of feasibility establishes PACE and City assigns completes property to repay study to identify Program assessment to improvements assessment (for up savings property to 20 years) opportunities VIBRANT COMMUNITY PROGRAM (VCP) VIBRANT COMMUNITY PROGRAM

The Vibrant Community Program was established by JobsOhio, a private non-profit economic development organization, to assist communities with the implementation of development projects that fulfill a market need and represent a significant investment 20 Federal –VCP Incentive Potential

• The Vibrant Community Program can provide grants of up to $2MM for development projects which can help transform distressed communities • Ideal eligible projects include community assets, downtown redevelopment, renovation of outdated spaces, coworking/shared office spaces, etc. • The proposed project is a perfect fit for the intent of this program since it hits on all the above criteria • A representative from the appropriate office for the program has stated that projects in the Youngstown market would be strong positioned for this program 6 MODEL

“There is a radical transformation going on here right now.” Entrepreneur Magazine MODEL*

Potential Floor Space Breakout

Other Non- Unfinished Grand Floor Office Retail Apartment Total Common Area Area (est) Total Basement - 19,000 SF - 2,400 SF 21,400 SF 20,200 SF 41,600 SF

1st Floor - 21,300 SF - 1,900 SF 23,200 SF 18,400 SF 41,600 SF

Mezzanine 13,700 SF - - 3,400 SF 17,100 SF 18,800 SF 35,900 SF

2nd Floor 30,600 SF - - 4,800 SF 35,400 SF 6,200 SF 41,600 SF

3rd Floor 27,600 SF - - 2,700 30,300 SF 7,000 SF 37,300 SF

4th Floor 4,000 SF - 16,300 SF 6,000 SF 26,300 SF 11,000 SF 37,300 SF

5th Floor 5,100 SF - 15,600 SF 6,100 SF 26,800 SF 10,500 SF 37,300 SF

6th Floor 4,900 SF - 16,700 SF 4,600 SF 26,200 SF 11,100 SF 37,300 SF

7th Floor 12,900 SF - 8,800 SF 2,000 SF 23,700 SF 13,300 SF 37,000 SF

TOTAL BUILDING 98,800 SF 40,300 SF 57,400 SF 33,900 SF 230,400 SF 116,500 SF 346,900 SF MODEL*

Summaries

Sources of Funds Summary Return Summary Estimated Project Cost $34,539,501 Investor IRR 12.76% Sponsor Equity $750,000 Deferred Developer Fee $1,284,002 Investor IRR 14.31% w/ Opportunity Zone Senior Loan $11,556,020 PACE Loan $309,510 Federal HTC Equity $4,752,000 State HTC Equity $4,000,000 TIF $2,984,557 State/Local Grants $400,000 Vibrant Community Program $2,000,000 NMTC Equity $4,740,000 Sales Tax Exemption $715,721 Payroll Tax TIF $1,047,690 TOTAL SOURCES $34,539,501 MODEL*

Sources & Uses

SOURCES USES Item $ Cum. % Item $ % Senior Loan $11,556,020 33.5% Building Purchase $1,000,000 2.90% PACE Loan $309,510 0.9% Construction Hard Costs $24,680,045 71.45% TOTAL DEBT $11,865,530 34.4% Construction Soft Costs $1,618,000 4.68% Sponsor Equity $750,000 2.2% Demo & Abatement $1,000,000 2.90% Deferred Developer Fee $1,284,002 3.7% FF&E $830,000 2.40% TOTAL SPONSOR EQUITY $2,034,002 5.9% Closing Costs $1,804,752 5.23% Federal HTC Equity $4,752,000 13.8% FM & Bridge Interest Res. $957,800 2.77% State HTC Equity $4,000,000 11.6% Contingency $1,364,902 3.95% TOTAL HTC EQUITY $8,752,000 25.3% Developer Fee $1,284,002 3.72% TIF $2,984,557 8.6% State/Local Grants $400,000 1.2% Vibrant Community Grant $2,000,000 5.8% NMTC Equity $4,740,000 13.7% Sales Tax Exemption $715,721 2.1% Payroll Tax TIF $1,047,690 3.0% TOTAL OTHER INCENTIVES $11,887,968 34.4% TOTAL $34,539,501 100% TOTAL $34,539,501 100% CURRENT TENANT LIST*

Current Tenant Makeup Current Tenant List • ABM Parking • Mocha Boca • Attorney General • Pizza Joe's • Capitol Grill • Plaza Optometrists 35% • Carrier Services Group • Rock Brook Services • Cinemanix • Ruddy Insurance • Commonwealth • Shop Downtown Occupancy • CT Consultants • Subway • EDG Engineers • Tower - Radio Station • Eman's Lebanese Cuisine • Two Girls Clothing • G. Stephens • Two Guys Clothing • Hope Center for Cancer Care • Valley Café 27% 3% 2% 2% • Keystar Insurance • Youngstown Fire Dept. • Mahoning County Land Bank • YPD Juvenile • MCTA • Y-Town Radio Office Use Retail Use Food Use Storage

*From current building rent roll as of 12/4/2020 7 ADDENDUM

"Downtown is vital to the region as innovation drives our local economy.” Downtown Vision & Action Plan ADDENDUM

Research articles and source documents

• Centennial Strategic Plan of Youngstown State University

• Downtown Vision and Action Plan

• Eastgate Comprehensive Economic Development Strategy

• Mahoning Valley Opportunity Zone Investment Prospectus

• USDOT BUILD Application Narrative – Youngstown SMART2 Network

• Youngstown CBD Parking Review (2018)

• Youngstown Commercial Corridor Market Analysis

• Youngstown SMART2 Network – Preliminary Design Packet

• GPD Group – A Smart Street in Youngstown ADDENDUM

Stakeholder Companies & Organizations Interviewed

• African Education Party • Eastern Gateway Community College • Mahoning-Youngstown Community • Western Reserve Port Authority Action Partnership (MYCAP) • Arcturis • Eastgate Regional Council of • Youngstown Business Incubator (YBI) Governments • MCTA (Mahoning & Columbiana Training • Black Periodt Associations) • Youngstown Central Area Community • Economic Action Group Improvement Corporation (YCACIC) • CarmellaMarie Inc. • Mercy Health Foundation Mahoning • Farmers National Bank Valley • Youngstown CityScape • CBRE • Flying High Inc. • Novartis • Youngstown Clothing Co. • Citizens Bank • Inspiring Minds • NYO Property Group • Youngstown Flea • City of Youngstown • Mahoning & Columbiana County • Oak Hill Collaborative • Youngstown Neighborhood Development • Common Wealth Kitchen Incubator Workforce Development Board Corporation • OH WOW! Children’s Museum • Community Foundation of the Mahoning • Mahoning County Convention & Visitors • Youngstown School Board Valley Bureau • Ohio One Corporation • Youngstown State University (YSU) • Detroit Shoreway Community • Mahoning Valley Innovation and • Platz Realty Group Development Organization Commercialization Consortium • Youngstown Warren Regional Chamber • Raymond John Wean Foundation • Dough House Cookies • Mahoning Valley Manufacturers Coalition (MVMC) • The Youngstown Foundation • Downtown Youngstown Community Improvement Corporation (CIC) • Thomas P. Miller & Associates ADDENDUM

Example Images Source Page

Basement Level: 4th – 7th Floors - Residential • Sunken Plaza • Kitchen Rendering • Speakeasy • Dorm Rendering • Remnant Room (Vintage Store) • Living Room/Office Rendering • Malt Shop – Example from Hershey’s ChocolateTown – Milton’s Ice Cream Parlor • Kitchen/Living Room Rendering – Example from Atlas Apartments in Columbus

th th Ground Level: 4 – 7 Floors – Office/Commercial • Youngstown Market – Example from Western Market Food Hall • Maker Space – Example from Tarrant County Makerspace • Opening to Phelp’s Walkway – Example from O’Dow’s Exchange & Schweiss Hydraulic Doors 4th Floor: • Common Area – Example from Meuller Lofts in Cleveland Mezzanine Level: • Student Housing Apartments– Example from University of Georgia • Coworking Space – Example from 25N Arlington Heights 5th & 6th Floors: 2nd & 3rd Floors: • Laundry Room – Example from Justin Laundry Systems in Arkansas • Community Impact Office Space – Example from Kay-Twelve Furniture • Gym – Example from Archicadteam • Overnight Stay Unit – Example from Glo Hotel Airport Vantaa

7th Floor: • Penthouse ADDENDUM

Complete Floor Plans GROSS AREA SCHEDULE - ALL FLOORS GROSS AREA BY FLOOR LEVEL GROSS AREA BY FLOOR LEVEL

Name Area Name Area Name Area Level 0 Level 4 BLDG COMMON 34144 SF BLDG COMMON 2337 SF BLDG COMMON 2723 SF BOWLING ALLEY 4514 SF BOWLING ALLEY 4514 SF CIRCULATION 8065 SF CIRCULATION 76457 SF CIRCULATION 9274 SF MECHANICAL 1792 SF FOOD COURT 10425 SF MALT SHOP 1523 SF OFFICE 3967 SF MALT SHOP 1523 SF MECHANICAL 6208 SF RESIDENTIAL COMMONS 3233 SF MECHANICAL 31038 SF REMNANT ROOM 9656 SF RESIDENTIAL STORE 1239 SF OFFICE 98752 SF SPEAKEASY 8094 SF RESIDENTIAL UNITS 16295 SF OPEN TO BELOW 5714 SF 41606 SF 37313 SF REMNANT ROOM 9656 SF Level 1 Level 5 RESIDENTIAL COMMONS 11477 SF BLDG COMMON 1922 SF BLDG COMMON 2737 SF RESIDENTIAL STORE 4304 SF CIRCULATION 18174 SF CIRCULATION 7588 SF RESIDENTIAL UNITS 57394 SF FOOD COURT 10425 SF MECHANICAL 1739 SF RETAIL 7698 SF MECHANICAL 274 SF OFFICE 5131 SF SPEAKEASY 8094 SF RETAIL 7698 SF RESIDENTIAL COMMONS 3421 SF VISITOR BUREAU 3112 SF VISITOR BUREAU 3112 SF RESIDENTIAL STORE 1141 SF 364302 SF 41606 SF RESIDENTIAL UNITS 15556 SF Level 1.5 37313 SF BLDG COMMON 3442 SF Level 6 CIRCULATION 10105 SF BLDG COMMON 1384 SF MECHANICAL 8655 SF CIRCULATION 7837 SF OFFICE 13690 SF MECHANICAL 1993 SF OPEN TO BELOW 5714 SF OFFICE 4875 SF 41606 SF RESIDENTIAL COMMONS 3267 SF Level 2 RESIDENTIAL STORE 1229 SF BLDG COMMON 4772 SF RESIDENTIAL UNITS 16707 SF CIRCULATION 4409 SF 37293 SF MECHANICAL 1813 SF Level 7 OFFICE 30611 SF BLDG COMMON 432 SF 41606 SF CIRCULATION 5630 SF Level 3 MECHANICAL 6925 SF BLDG COMMON 2735 SF OFFICE 12914 SF CIRCULATION 5376 SF RESIDENTIAL COMMONS 1556 SF MECHANICAL 1638 SF RESIDENTIAL STORE 696 SF OFFICE 27564 SF RESIDENTIAL UNITS 8836 SF 37313 SF 36988 SF Level 8 BLDG COMMON 11660 SF 11660 SF MECHANICAL 687 SF MECHANICAL BLDG COMMON 1783 SF 1471 SF

REMNANT ROOM MECHANICAL CIRCULATION 9656 SF 3738 SF 9274 SF

SPEAKEASY 8094 SF

BOWLING ALLEY 4514 SF Open Court 6 LANES (Basement Level)

MALT SHOP 1523 SF BLDG COMMON 866 SF

Ground Level BASEMENT FLOOR PLAN GROSS AREA BASEMENT FLOOR 0 1/32" = 1'-0" Name Area BLDG COMMON 2337 SF BLDG COMMON MECHANICAL RESIDENTIAL STORE BOWLING ALLEY 4514 SF BOWLING ALLEY OFFICE RESIDENTIAL UNITS CIRCULATION 9274 SF MALT SHOP 1523 SF CIRCULATION OPEN TO BELOW RETAIL MECHANICAL 6208 SF FOOD COURT REMNANT ROOM SPEAKEASY REMNANT ROOM 9656 SF MALT SHOP RESIDENTIAL COMMONS VISITOR BUREAU SPEAKEASY 8094 SF 41606 SF MECHANICAL 274 SF

BLDG COMMON 1922 SF FOOD COURT RETAIL FOOD COURT 2488 SF 4774 SF 1067 SF

CIRCULATION 18174 SF

FOOD COURT 827 SF RETAIL 2923 SF

FOOD COURT VISITOR BUREAU 6043 SF 3112 SF

GROUND FLOOR PLAN GROSS AREA GROUND FLOOR 1 1/32" = 1'-0" Name Area BLDG COMMON OPEN TO BELOW RETAIL BLDG COMMON 1922 SF CIRCULATION 18174 SF CIRCULATION REMNANT ROOM SPEAKEASY FOOD COURT 10425 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU MECHANICAL 274 SF MECHANICAL RESIDENTIAL STORE RETAIL 7698 SF VISITOR BUREAU 3112 SF OFFICE RESIDENTIAL UNITS 41606 SF MECHANICAL 1084 SF CIRCULATION 10105 SF OFFICE BLDG COMMON OFFICE 2844 SF 3379 SF 1171 SF

OPEN TO BELOW OPEN TO BELOW 574 SF 574 SF OPEN TO BELOW 4566 SF

OFFICE 3956 SF OFFICE 2749 SF MECHANICAL 4125 SF

BLDG COMMON 62 SF

MECHANICAL 3446 SF OFFICE 2972 SF

MEZZANINE FLOOR PLAN GROSS AREA MEZZANINE FLOOR 1.5 1/32" = 1'-0" Name Area BLDG COMMON OPEN TO BELOW RETAIL BLDG COMMON 3442 SF CIRCULATION 10105 SF CIRCULATION REMNANT ROOM SPEAKEASY MECHANICAL 8655 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU OFFICE 13690 SF MECHANICAL RESIDENTIAL STORE OPEN TO BELOW 5714 SF 41606 SF OFFICE RESIDENTIAL UNITS BLDG COMMON MECHANICAL 1427 SF 1813 SF BLDG COMMON 1353 SF CIRCULATION 4036 SF

OFFICE 7791 SF OFFICE CIRCULATION 22820 SF 373 SF BLDG COMMON 513 SF

BLDG COMMON 1269 SF

BLDG COMMON 209 SF

SECOND FLOOR PLAN GROSS AREA SECOND FLOOR 2 1/32" = 1'-0" Name Area BLDG COMMON OPEN TO BELOW RETAIL BLDG COMMON 4772 SF CIRCULATION 4409 SF CIRCULATION REMNANT ROOM SPEAKEASY MECHANICAL 1813 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU OFFICE 30611 SF MECHANICAL RESIDENTIAL STORE 41606 SF OFFICE RESIDENTIAL UNITS BLDG COMMON MECHANICAL 1390 SF 1638 SF

CIRCULATION 5105 SF

OFFICE 27564 SF

CIRCULATION 271 SF

BLDG COMMON 1345 SF

THIRD FLOOR PLAN GROSS AREA THIRD FLOOR 3 1/32" = 1'-0" Name Area BLDG COMMON OPEN TO BELOW RETAIL BLDG COMMON 2735 SF CIRCULATION 5376 SF CIRCULATION REMNANT ROOM SPEAKEASY MECHANICAL 1638 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU OFFICE 27564 SF MECHANICAL RESIDENTIAL STORE 37313 SF OFFICE RESIDENTIAL UNITS ROOF ROOF

BLDG COMMON 1376 SF MECHANICAL 1792 SF CIRCULATION 8065 SF

RESIDENTIAL STORE 1239 SF

OFFICE RESIDENTIAL UNITS 3967 SF RESIDENTIAL COMMONS 7864 SF 3233 SF

RESIDENTIAL UNITS 8431 SF

BLDG COMMON 1347 SF

ROOF

FOURTH FLOOR PLAN GROSS AREA FOURTH FLOOR 4 1/32" = 1'-0" Name Area BLDG COMMON 2723 SF BLDG COMMON OPEN TO BELOW RETAIL CIRCULATION 8065 SF MECHANICAL 1792 SF CIRCULATION REMNANT ROOM SPEAKEASY OFFICE 3967 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU RESIDENTIAL COMMONS 3233 SF MECHANICAL RESIDENTIAL STORE RESIDENTIAL STORE 1239 SF RESIDENTIAL UNITS 16295 SF OFFICE RESIDENTIAL UNITS 37313 SF BLDG COMMON MECHANICAL 1415 SF 1739 SF CIRCULATION 7588 SF

RESIDENTIAL STORE 1141 SF

RESIDENTIAL COMMONS 3421 SF OFFICE RESIDENTIAL UNITS RESIDENTIAL UNITS 5131 SF 7879 SF 3936 SF

BLDG COMMON 1322 SF

RESIDENTIAL UNITS 3741 SF

GROSS AREA FIFTH FLOOR FIFTH FLOOR PLAN Name Area 1/32" = 1'-0" 5 BLDG COMMON 2737 SF CIRCULATION 7588 SF BLDG COMMON OPEN TO BELOW RETAIL MECHANICAL 1739 SF CIRCULATION REMNANT ROOM SPEAKEASY OFFICE 5131 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU RESIDENTIAL COMMONS 3421 SF RESIDENTIAL STORE 1141 SF MECHANICAL RESIDENTIAL STORE RESIDENTIAL UNITS 15556 SF OFFICE RESIDENTIAL UNITS 37313 SF BLDG COMMON MECHANICAL 1384 SF 1667 SF CIRCULATION 7837 SF

RESIDENTIAL STORE 1229 SF

RESIDENTIAL COMMONS RESIDENTIAL UNITS OFFICE 3267 SF 7742 SF 4875 SF RESIDENTIAL UNITS 3987 SF

MECHANICAL 326 SF

RESIDENTIAL UNITS 4978 SF

SIXTH FLOOR PLAN GROSS AREA SIXTH FLOOR 6 1/32" = 1'-0" Name Area BLDG COMMON 1384 SF BLDG COMMON OPEN TO BELOW RETAIL CIRCULATION 7837 SF MECHANICAL 1993 SF CIRCULATION REMNANT ROOM SPEAKEASY OFFICE 4875 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU RESIDENTIAL COMMONS 3267 SF MECHANICAL RESIDENTIAL STORE RESIDENTIAL STORE 1229 SF RESIDENTIAL UNITS 16707 SF OFFICE RESIDENTIAL UNITS 37293 SF BLDG COMMON 432 SF

MECHANICAL 4776 SF CIRCULATION 5630 SF

MECHANICAL 2149 SF RESIDENTIAL STORE 696 SF OFFICE 12099 SF

OFFICE RESIDENTIAL COMMONS 815 SF 1556 SF

RESIDENTIAL UNITS 8836 SF

SEVENTH FLOOR PLAN GROSS AREA SEVENTH FLOOR 7 1/32" = 1'-0" Name Area BLDG COMMON 432 SF BLDG COMMON OPEN TO BELOW RETAIL CIRCULATION 5630 SF MECHANICAL 6925 SF CIRCULATION REMNANT ROOM SPEAKEASY OFFICE 12914 SF FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU RESIDENTIAL COMMONS 1556 SF MECHANICAL RESIDENTIAL STORE RESIDENTIAL STORE 696 SF RESIDENTIAL UNITS 8836 SF OFFICE RESIDENTIAL UNITS 36988 SF WOMEN

JC MEN BLDG COMMON 2593 SF

ROOF

BLDG COMMON 9066 SF

VACANT

801

EIGHTH FLOOR PLAN GROSS AREA EIGHTH FLOOR 8 1/32" = 1'-0" Name Area BLDG COMMON OPEN TO BELOW RETAIL BLDG COMMON 11660 SF 11660 SF CIRCULATION REMNANT ROOM SPEAKEASY FOOD COURT RESIDENTIAL COMMONS VISITOR BUREAU MECHANICAL RESIDENTIAL STORE OFFICE RESIDENTIAL UNITS THANK YOU!