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Current Real Estate Portfolio of Weston Urban1,2

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Current Real Estate Portfolio of Weston Urban1,2 UNSOLICITED PUBLIC-PRIVATE PARTNERSHIP PROPOSAL BY WESTON URBAN AND FROST BANK TO CITY OF SAN ANTONIO AUGUST 8, 2014 TABLE OF CONTENTS EXECUTIVE SUMMARY 1 PRIVATE ENTITY & TEAM 2 QUALIFICATIONS & FINANCIAL CAPACITY 3 PROPOSAL 4 PROJECT ANALYSIS 5 PROJECT FINANCING 6 COMMUNITY IMPACT 7 MISCELLANEOUS 8 ADDENDA 9 EXECUTIVE SUMMARY Executive Summary Weston Urban, LLC (“Weston Urban”) was founded in 2012 by Rackspace’s CEO and Chairman Graham Weston and Randy Smith, Rackspace’s former Vice President of Real Estate, with the purpose of revitalizing San Antonio’s urban core. The company and its affiliates currently own or control more than 600,000 square feet of office space in downtown San Antonio. Over the course of their careers, the Weston Urban team has also collectively developed over one million square feet of corporate office space. Frost Bank (“Frost”) was founded in San Antonio in 1868. Today, Frost is the largest Texas-based banking company that operates only in Texas. It has approximately $26.5 billion in assets and approximately 4,000 employees statewide, of which approximately 1,150 currently office in downtown San Antonio. The Frost headquarters has been located in downtown San Antonio since the bank’s founding. Under the proposal being submitted, Weston Urban and Frost seek to collaborate with the City of San Antonio (the “City”) to achieve the following: (i) enable the City to consolidate its downtown offices, in tandem with its ownership and operation of an additional city-owned parking facility, through the sale of the existing Frost Bank Tower and parking garage to the City; (ii) construct a new Class A office tower (the “New Tower”) in the urban core, which will make the existing Frost Bank Tower available to the City and provide a new home for Frost, one of downtown’s largest and longest standing corporate citizens; and (iii) further the City’s goals of increasing downtown housing, employment and activity through the redevelopment, improvement and repurposing by Weston Urban of real estate currently owned by the City and Frost. Collectively, items (i) through (iii) above constitute the P-3 Program “Project” for purposes of this Detailed Proposal. Should the City accept this Detailed Proposal, Weston Urban and Frost will immediately begin negotiation of a Comprehensive Development Agreement (a “CDA”) and the other necessary project agreements with the City. Project Components City Office Consolidation and Public Parking Facility As contemplated, the City will acquire from Frost the existing Frost Bank Tower located at 100 West Houston Street and the adjacent 700+ space parking garage (the “Existing Frost Facilities”). This acquisition will allow the City to centralize and consolidate its downtown operations, which are currently spread out over at least five separate downtown buildings. The Existing Frost Facilities are ideal for the City’s consolidation given their location across the street from City Hall and the City Council Chambers in the Municipal Plaza Building. In addition, an underground tunnel provides direct access between the Existing Frost Facilities and the Municipal Plaza Building. Page | 1- 1 The consolidation of City offices should result in reduced expenses and improved operational efficiencies for the City. Based upon an analysis of lease information provided by the City, Weston Urban estimates that the consolidation of City offices under this Proposal will result in cumulative savings to the City over 30 years in excess of $31,000,000. This consolidation will also have additional long-term benefits to the City, including (a) the increased organizational efficiencies afforded by virtue of consolidation, and (b) mitigation of its lease renewal risk, rental rate exposure and uncertainty with respect to future space needs. The parking spaces located within the Existing Frost Facilities will not only provide critical daytime parking for City employees, but can also be made available evenings and on weekends to supplement the City’s inventory of public parking and improve the accessibility of downtown. Located in close proximity to Main Plaza, various downtown theatres and the Riverwalk, this public parking will be a benefit to the surrounding area and businesses. The New Tower As part of the Project, Weston Urban will develop an approximately 400,000 square foot Class A high-rise office tower. Frost will relocate its corporate headquarters from the Existing Frost Facilities into approximately 250,000 square feet of the New Tower. Frost has been a prominent member of the downtown community for nearly 150 years and the execution of a long-term lease in the New Tower will begin a new chapter in the bank’s storied history. The New Tower will be located caddy-corner to the Existing Frost Facilities on the block bounded by Houston, North Flores, Travis and Camaron Streets. Weston Urban and Frost intend to design the New Tower in a manner that will symbolize Frost’s long-standing heritage in San Antonio as well as San Antonio’s rising economic prominence. The New Tower will also deliver modern Class A office space downtown, which is essential to recruiting additional corporate employers to the City’s urban core. Not since the late 1980’s has there been a new high-rise downtown office tower in San Antonio. The New Tower will symbolize to all that San Antonio is a “City on the Rise.” Acquisition and Redevelopment of City and Frost Property Under the Project, Weston Urban will acquire the five City-owned properties shown in Section 9 - Tab B (the “City Real Estate”). The proceeds from the sales of these properties will be available (at the City’s option) to help support the City’s acquisition of the Existing Frost Facilities. Just as important, Weston Urban is seeking the acquisition of these properties, along with others from Frost (other than the Existing Frost Facilities depicted in Section 9 - Tab B and referenced herein as the “Additional Frost Properties”), for purposes of redeveloping, revitalizing and repurposing underutilized real estate in a manner that will support the City’s goals of increasing downtown housing and employment. Page | 1- 2 The acquisition of these properties fits into Weston Urban’s broader mission to create authentic, unique space in downtown. While development of the New Tower and the addition of approximately 400,000 square feet of Class A office space is a critical step, Weston Urban understands that other improvements are necessary to make this area of downtown a vibrant, mixed-use district. Weston Urban has determined that at least 300 housing units can be developed on the City Real Estate and the Additional Frost Properties. These new residences - together with the New Frost Tower, new public parking, and the revitalized green space described below – will result in a transformation of this quadrant of downtown. As part of its redevelopment of the Additional Frost Properties, Weston Urban will acquire the 1.15-acre city block located across Houston Street from where the new City offices would be located and across Flores Street from the New Tower. This block is currently maintained and landscaped by Frost as passive green space. Weston Urban would seek to improve and redevelop this area to serve as an outdoor gathering space for office workers, nearby residents and visitors. This property would remain privately-owned and privately-maintained but generally accessible subject to reasonable rules and regulations, except during special events or where retail uses or cafes may be implemented. General Summary of Financial Terms A. The Existing Frost Facilities will be sold to the City for their appraised value established pursuant to an independent third-party appraisal to be conducted prior to the finalization of the CDA. B. Weston Urban will acquire the City Real Estate from the City for its appraised value established pursuant to an independent third-party appraisal to be conducted prior to the finalization of the CDA. C. Weston Urban will be responsible for the development of the New Tower with Frost serving as the anchor tenant. The only assistance Weston Urban will be seeking from the City in connection with the development of the New Tower will be fee waivers and infrastructure assistance. D. Redevelopment of the City Real Estate and Additional Frost Properties would proceed on a case-by-case basis with incentives made available from the City. Phasing of Project A. Weston Urban and Frost seek to expeditiously negotiate and finalize agreements with the City concerning the Project, including the CDA. Once these agreements have been finalized and executed, Weston Urban will proceed with designing the New Tower and securing all necessary approvals in connection therewith. B. Upon Weston Urban closing on its construction financing for the New Tower, the City will acquire the Existing Frost Facilities. If desired by the City, Weston Page | 1- 3 Urban would also simultaneously acquire the City Real Estate, thus allowing the City to fund a portion of the purchase price for the Existing Frost Facilities using its proceeds from the sale of the City Real Estate. (Alternatively, the City would convey to Weston Urban the City Real Estate upon substantial completion of the New Tower and termination of the Master Lease, as defined below.) C. Commencing upon the City’s acquisition of the Existing Frost Facilities, the City and Frost will enter into a master lease of the Existing Frost Facilities (the “Master Lease”). The Master Lease will run until the New Tower has been completed and is available for occupancy by Frost. Under the Master Lease, Frost will continue to operate the Existing Frost Facilities and directly pay all costs in connection therewith, including any real estate taxes, insurance costs and other utility and operational costs, and retain all income associated therewith. Frost will also pay “triple-net” rent to the City equal to the amount that the City would incur in debt service costs if it were to finance the purchase of the Existing Frost Facilities.
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