Renaissance Downtowns Depot Square Phase I Financial Proposal; Supplemental Submission

AUGUST 15, 2014
Depot Square Phase I
Financial Proposal
Supplemental Submission
LEXINGTON PARTNERS LLC

Renaissance Downtowns at Bristol LLC2
TABLE OF CONTENTS
Introduction ………………………………………………………………………………………………. 3
Building A Working Document
Visualizing The Future ……………………………………………………………………………….. 5
Site Plan Comparison …………………………………………………………………………………. 6
Floor Plan Comparison ………………………………………………………………………………. 8
Unit Comparison ……………………………………………………………………………………….. 10
Finishes and Amenities ……………………………………………………………………………… 11
Façade Comparison …………………………………………………………………………………… 12
Land Take Down Comparison …………………………………………………………………….. 14
Housing Study Data …………………………………………………………………………………… 15
Existing Downtown Amenities …………………………………………………………………… 16
Potential Bonding Scenarios ………………………………………………………………………. 18
Building B Proposal
Introduction ………………………………………………………………………………………………. 21
Phasing Analysis ………………………………………………………………………………………… 22
Pro Forma Estimates ………………………………………………………………………………….. 23
Case Studies
Introduction ……………………………………………………………………………………………… 29
Roanoke, VA. ……………………………………………………………………………………………. 30
Bloomfield, NJ. ………………………………………………………………………………………….. 31
Dubuque, IA. ……………………………………………………………………………………………… 32
Glastonbury, CT. ………………………………………………………………………………………… 33
Conclusion …………………………………………………………………………………………………. 34

3
Following the April 24th, submission of the Depot
Square Phase I Financial Proposal, the development
team of Renaissance Downtowns, D’Amato Realty
and Lexington Partners (“RDL”) were asked to both
collaborate with the BDDC and the City on the
April submission details and prepare and submit a
comparative proposal that would consider the
development of Building B (the mixed-use building)
as the initial building of the approved Phase I to be
constructed. Therefore this package serves as a
supplement to the April 24th submission .
This supplemental submission contains three main
sections that describe: 1) The work done by the
RDL Team and the BDDC/City working subgroup
over the past several months to both clarify the
questions raised on the April submission and
determine next steps for the effort; 2) a
comparative proposal for starting Phase I with the
construction of Building B and; 3) a series of
additional case studies of downtown revitalization
and the process by which those revitalizations took
place.
The challenges of the cost of construction and
operation of the larger Building B, which includes a
significant retail component, is also outlined in this
submission. Current market conditions, the size of
the development and the multiple construction
typologies necessary to separate the retail and
residential components make the financial realities
Introduction
of the Building B proposal even more of a
challenge. That said there are also some creative
options of mitigating the challenges associated
with Building B.
The RDL team has also included what can
potentially be expected going forward in terms of
next steps for the project. Through continued work
with the subgroup of City parties, the RDL team
will further develop a final financial plan for the
first phase of Depot Square Development and the
revitalization of Downtown Bristol.
While the economic realities of the Bristol market
present certain challenges, Renaissance
Downtowns and its partners are committed to
seeing the beginning of the Depot Square
Revitalization becoming a reality.

Building A Working
Document

5
Over the past several months, RDL has been working with members of the BDDC sub-group and the City of Bristol to answer ques-
tions and clarify information contained in its April 24th
Depot Square Phase I Financial Proposal Submission. Since then, RDL and the
various municipal entities have participated in series of collaborative strategy sessions during which time the intent was to review
the financing options presented to date, and collectively agree upon a strategy moving forward that would provide the partnership
the best approach towards realizing the revitalization of Downtown Bristol. Following these strategy sessions it was concluded that
RDL would be given 90 days to provide the BDDC with an additional Financial Proposal Submission. The purpose of this additional
submission was for RDL to apply the finance structure for Building A to Building B, so the partnership would have as much infor-
mation as possible when rendering its decision on how best to move forward. The original 90 day time allotment was then reduced
to 60 days following the City’s determination that it may want to put this matter of municipal financing out to a public referendum,
thereby pushing up the submission date from September 15th
to August 15th
, 2014. The following submission provides answers to
various questions to provide clarification of the following:
 Site plan modifications
 Impacts to building square footage including residential, commercial and common space
 Further detail with respect to interior building finishes, unit sizes and amenity space
 The revised architectural treatment of the building exterior
 Subdivision and shared parking modifications
 Municipal Bond Financing
Depot Square today
Depot Square Showing proposed Building A
VISUALIZING THE FUTURE

At the time that the Unified Downtown Development Project (UDDP) was approved, Phase I contemplated including
approximately:
 Building A - 100 units & 944 sf of retail space
 Building B - 140 units & 20,000 sf of retail space
 Building C - 125 Key Hotel and;
 All of the associated site improvements including the public piazza.
Once the Phase I site plan began to take shape, the decision was made to move the hotel into a later phase due to both general
market conditions as well as the development of the new Double Tree Hotel. The Phase I site plan was then fully engineered to
include Buildings A, B and all of the associated site improvements, including the 110 foot x 145 foot public piazza.
This plan also included a permanent parking field behind Building A which served both buildings with handicapped accessible
parking and a portion of the new road that will run the length of the site. The remainder of the required parking was intended to
be in a temporary field west of the new road.
ORIGINAL APPROVED SITE PLAN RENDERING

7
Significant Site Plan Changes
Phase I is now proposed as two
smaller phases with Phase IA to
include; Building A - 101 units &
2,000 sf of retail space
Adjusted Parking Plan allows for the
entire Building A parking field to be
built behind the building (previously
30 spaces now 155 spaces) leaving
public parking along Main Street for
current Main Street Retailers which
is currently a concern
The Pedestrian Mews is only
partially developed until the
construction of Building B
An improved green space allows for
public events and activities to begin
to take shape with the construction
of Building A
The current Riverside Avenue curb
cut can be used to service Building
A.
The Bus Shelter can remain in its
current location until the
development of Phase I B begins
Additional on street parking and
streetscapes are constructed as
part of Phase I B
Estimated Site Cost Proposal: $3.8 mm
Estimated: $245,000 for Roads and Public Parking
$550,000 related to potential for non-compactable soils
Approximately $ 3mm in Site Costs for Building A foundation,
utilities, and associated Landscaping & Parking
Resident Parking
Temporary
Public Parking
Temporary Public Parking
(Future Building B Site)
MODIFICATIONS TO THE SITE PLAN FOR BUILIDNG A OPTION
The working subgroup asked the RDL Team to provide further explanations as to the site plan changes
that occurred between the original approved Phase I site plan, and the proposal submitted in April of
2014. In addition, the group asked for a more detailed estimate of the site work contemplated for the
Building A proposal. As was explained, the site work contemplated takes into account the challenges
experienced by the new McDonalds during construction of their new facility. The demolition of the old
downtown during urban renewal was made worse by the fact that the foundations, roads and
infrastructure were largely buried by construction debris, adding to the potential cost of development
today.

Proposed Build “A” Ground Floor
Original Build “A” Ground Floor
FLOOR PLAN COMPARISONS
Proposed Build “A” Typical Upper Floor
Original Build “A” Typical Upper Floor

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 Commercial Space Increase to 2000+ sf
 Increase of ground floor commercial of 40+%
 Overall Increase in Common Space (55+%)
 The new total of common space in the building to 10176
SF
 Removal of the Pass through
 Adds more leasable space to units
 Feedback from equity investors indicates the desire for
Building A’s parking field to be exclusive to tenants
 Increases Safety and Security to Building A Residence
 Decreases Cost
 24 foot increase in overall length
 Allows for a more standardized and efficient unit layouts
while increasing the average unit size
 Removal of front stoops and direct entrances
 Increases in usable space inside individual units
 Increases Safety and Security to Building A Residence
 Decreases Cost
 A more clearly defined elevator lobby area and corridor
configuration
 Allows for more efficient circulation throughout the
building improving ease of use
 Increases leasable space within the units
 Less odd shaped units
 Improves overall unit marketability
 Allows for more common space to be available to
residents
 Storage units added in the basement
 Saves more desirable ground floor space to be dedicated
to living space within the units
 Relocation of Commercial Space to the more prominent Main
Street corner of the building
 Increases visibility to street traffic
 Improves the commercial space’s viability as a leasable
space
 Relocation of Egress Stairs
 Allows for more corner units
 Increases areas within units where window can exist
making units more desirable
 Elimination of East and West Building Entrances
 Shifts the focus of the building approach to the main
entrances and elevator lobby
 Mailroom has been relocated
 Concentration of Common spaces and service areas available to all
tenants makes for a more marketable building
 Removal areas open to ground floor on upper floors
 Adds leasable space
 Adds 1 unit per floor
 Increase in Common Storage Space
 Provides more room for public use on interior corners of
corridors on the upper floors
 Removal of front balconies facing the railroad tracks
 Significant cost savings are realized after the
determination was made that the balconies added little
to the building from an aesthetic perspective
 More efficient corridor configuration
 Allows for more efficient circulation throughout the
building improving ease of use
 Increases leasable space within the units
 Trash, mechanical, and service areas are less visible
 Necessary building services are able to be provided in a
way that does not have a significant affect on the
building’s visual appeal
The working subgroup asked the RDL Team to provide further explanations as to the typical floor plan
changes to Building A that occurred between the original approved Phase I site plan and the proposal
submitted in April of 2014. The graphics on the right, as well as the following bullets describe these
changes:

Studio Apartment Typ. 505 Sqft
165 Sqft Increase
1 Bedroom Apartment Typ. 707 Sqft
172 Sqft Increase
2 Bedroom Apartment Typ. 986 Sqft
121 Sqft Increase
Note: Average Bedroom Size
approx. 120 SQFT
UNIT COMPARISONS
The working subgroup asked the RDL Team to provide further explanations to the typical unit floor plan
changes that occurred between the original approved Phase I site plan and the proposal submitted in April
of 2014.
ORIGINAL UNIT FLOOR PLANS
MODIFIED UNIT FLOOR PLANS

11
Current Proposed Interior Finishes Include:
Vinyl Plank Flooring (Faux Wood Flooring) in Kitchens and
Living Rooms
Tile Flooring in Bathrooms
Marble Vanity in Bathroom
Carpeted Bedrooms
Granite Countertops
Pendant Lighting in Kitchens
Stainless Steel, Energy Star Appliances
Oak Cabinetry
In Unit Stacked Washers and Dryers
Image Shown during Residential LOI Campaign
Additional Building Amenities Include:
Approximately 2,000 Sqft of Common Space
Approximately 2,000 Sqft of Commercial Space
Basement Storage Units
Elevators
PROPOSED FINISHES AND AMMENITIES
The working subgroup asked the RDL Team to provide further explanations as to the consistency of the
finishes between the original approved Phase I site plan and the proposal submitted in April of 2014. In
addition, RDL was asked to further detail the anticipated building amenities associated with the latest
Building A proposal.

Above is the Building A Façade from the Unified
Downtown Development Project Special Permit
Application. It is important to note that the purpose
of the architectural renderings shown as part of that
application was to conceptually illustrate the
architectural character proposed for the
revitalization of Depot Square. While this elevation
closely resembled Building A, it was developed to
show typical conditions that could be part of the
design of a residential building on the site. Its
generic rhythms, colors, modulations, roof lines,
and key accents, such as corner conditions were
intended to be further developed on a building by
building basis. The Façade originally proposed
consisted of several materials that could be used for
this scale of residential construction. A more
durable precast masonry material would be used at
the ground level representing about 35% of the
overall façade. The skin enclosing the upper floors
would be divided between a brick material (roughly
32%) and a concrete siding or HardiPlank
(approximately 26%)
FAÇADE COMPARISON
The working subgroup asked the RDL Team to provide further explanations as to the proposed facade
changes that occurred between the original approved Phase I site plan and the proposal submitted in April
of 2014. The following pages display and describe the façade amendments as currently proposed.
The façade currently proposed is slightly larger
due to the increase in overall building length . It is
still the intention to concentrate durable materials
in areas more likely to experience wear and tear.
39% of the façade is proposed to be constructed
out of brick or other type of masonry material
such as precast concrete panels . 61% of the fa-
çade is proposed to be a HardiPlank finish, pre-
dominantly on the upper floors.
The HardPlank or concrete siding is roughly 50% of
the cost of brick on a per square foot basis when
one material is directly compared to the other.
When viewed as a single item, the cost of concrete
siding / trim / Azak, seems comparable to the cost
of brick, but the limited nature of the trim work, as
well as the increase in square footage for this wall
covering system represents a cost savings over an
all brick building.

13
As currently proposed the Building A façade has a
more traditional New England architectural look.
The modulation of the units within the building,
along with varying exterior finishes, develops a
language that is more consistent with the organic
nature of development seen in many downtowns.
The introduction of flat roofs gives the structure a
more commanding presence and establishes a
geometric dialog between Building A and the
already existing architectural fabric on Main Street.
The main entrance of the building is much more
clearly defined allowing end users to quickly
understand the structure and its most efficient use.
Architectural details, such as defined cornice lines
and classical manipulations of the façade planes
around windows and doors, give the building even
more definition. Variations in materials and colors
ensure that the building’s height and bulk are
regulated to a scale that is appropriate for the
surrounding area. The inclusion of peaks and
sloped roofs add definition to key elements at the
building’s corners and main entry point. Building
A’s architectural language will better define the
trend of development through out future phases
by beginning the connection to the existing
architecture of downtown while establishing a
more modern twist.

While the adjustment to Phase I to include a sub Phase
will require changes to the contemplated 1st property
takedown, the RD team believes that with the
subdivision process complete this will require a simple
lot line adjustment. Below are the estimated changes
to the initial land takedown.
Original Phase I projected takedown under site plan =
4.23 Acres
Proposed Phase IA Projected take down = 3.35 Acres
The parties are currently contemplating financing
options that may require the use of a ground lease
which will ultimately have an impact on the land
ownership and takedown but should have little to no
impact on the area contemplated for Phase IA
improvements.
PROPOSED LAND PURCHASE COMPARISON
The working subgroup asked the RDL Team to provide further explanations as to the proposed acreage
takedown changes for the initial construction that occurred between the original approved Phase I site
plan and the proposal submitted in April of 2014.

15
Letter Of Interest Signee Data
Zimmerman Volk Associates, the premier housing market analysts in the country provided data showing the projected price per
square foot ranges that can be reasonably expected in the Bristol Market. The chart on the left is from the original housing study
done in 2010 for the Concept Plan Submission. The Chart on the right is from the 2013 Study update which came after price and
community surveys as well as the introduction of several new downtown businesses, including the Barley Vine and the reestablish-
ment of a downtown grocer.
2010 2013
Description of steps utilized 197 Letter of Interest
- Housing 400 Q1 2012
- LOI Campaign 2013
- Price Point Resurvey Q3 2013
- Phone Survey Q2 2014
Updated Call Survey Data conducted between
5/22/14 and 6/5/14
- Called 64 people spoke with 33 of the 64 and
of those 33, 28 people still say they are still
interested in downtown living regardless of
the phasing change
- Those who are no longer interested all cite a
change in living situation as the reason.
DATA FROM HOUSING STUDIES
The working subgroup asked the RDL Team to provide further explanations as to why the RDL Team
feels that Building A can achieve rents of $1.85/sf/month, a sample space of updated Letter of Interest
survey data on folks that had originally expressed the desire to live in new apartments downtown and
why the RDL Team feels there are significant amenities that exist for new downtown residents (see page
16-17).

The key to making any downtown successful involves balancing the proper mix of uses. Every healthy downtown needs the right
mix of residential, retail, office, recreational and cultural uses in order for it to thrive and be the type of destination people want
to frequent. Although the City of Bristol has a strong supply of cultural and recreational uses, it is undersupplied when it comes to
the type of residential product needed for a successful downtown. This lack of residential contributes to Bristol’s over supply and
vacancy of retail and commercial office space, thereby creating an imbalance that has led to an underutilized downtown environ-
ment. RDL understands and acknowledges that residents of Bristol want to see a stronger downtown retail base consisting of spe-
cialty shops and high quality restaurants. However, all of the market data indicates that this problem will not be solved by build-
ing additional retail space given that there currently exists an abundance of vacant retail space in Downtown Bristol. Time and
time again in markets all over the country it has been proven that “retail follows rooftops”. In order for Bristol to attract the types
of retail businesses that it wants it must provide a new customer base to its existing downtown. By building new market rate resi-
dential units in its downtown, Bristol will have the ability to attract the patrons it so desperately needs to fill its already vacant
downtown retail space. Today, there currently exists a significant amount of vacant retail space within blocks of the Depot Square
development site. Despite the
need to bring new customers to
the downtown to eventually fill
this retail space (as well as build
additional new retail space),
Downtown Bristol currently
contains a number of conven-
ience related and other retail
options that are well suited to
serve the current population
and initial additional residents,
all within walking distance of
the Depot Square development
site. These existing businesses
would now serve as the nearby
shopping amenity for new resi-
dents and would, in turn, reap
the benefits of this new cus-
tomer base.
SUMMARY OF DOWNTOWN AMENITIES

17
Of the 75 amenities listed above, 45 of them are retail establishments, and 25 are restaurant/food service
businesses.
Please review the Downtown Amenities Map for locations and distances from the proposed Phase I A.
Current Downtown Businesses and Amenities
1. Public Green
2. Chambers of Commerce and United
Way
3. T Salon
4. Barley Vine Gastropub *
5. Bristol Cleaners
6. Webster Bank
7. Liquor Outlet
8. People’s Marketplace *
9. United Bank
10. Medical Offices
11. Bristol Hospital Downtown Campus
12. Fiddlin’ Around Music Shop
13. Bristol Public Library
14. Mafali’s Plaza
15. Walgreens Pharmacy
16. ImagineNation Museum
17. Bristol Baptist Church
18. St. Anthony’s Church
19. Brackett Park
20. Tailor Shop
21. Ice Cream Churn
22. Subway
23. CVS Pharmacy
24. Sevi’s Pizza
25. Bristol City Hall
26. Bristol Police Department and Court-
house
27. Post office
28. McDonalds Restaurant *
29. New England Carousel Museum
30. Bristol Elk’s Club
31. CT. Bicycle
32. Oak Hill School for the Blind
33. South Side Meat Market
34. ArtisTree Tea House *
35. West End Pizza
36. St. Anne’s Church
37. Immanuel Lutheran Church
38. Bristol Boys and Girls Club
39. Bristol Pizza
40. Fire Department
41. Dunkin Donuts
42. Bristol Historical Society
43. Firefly Hollow Brewing Company *
44. Razzleberries
45. Polonia Market
46. Milestone Restaurant
47. Parkside Cafe
48. LJ’s Pizza
49. First Congregational Church
50. Federal Hill Green
51. St. Joseph’s Church
52. Bristol Hospital Main Campus
53. American Legion
54. Monterey Restaurant
55. Riverside Restaurant
56. People’s Choice Pizza
57. Pequabuck River
58. Memorial Boulevard Park
59. Public Tennis Courts
60. 457 Mason Jar Cafe *
61. PC Techs 4 U
62. Rite Aid Pharmacy
63. Supernatural Market and Deli
64. Tunxis Community College Bristol
Campus
65. Burger King
66. Santander Bank
67. St. Stanislaus Church
69. First Bristol Federal Credit Union
69. Bank of America
70. American Clock and Watch Museum
71. Rockwell Park
72. Skate Park
73. Sabino’s Restaurant
74. Muzzy Field
75. McCabe Waters Little League Center
*Business developed as a result of Bristol
Rising Initiatives

OUTLINE OF POTENTIAL BONDING SCENARIOS
The working subgroup asked the RDL Team to provide further explanations as to the potential scenario
should the City choose to utilize municipal financing through a General Obligation Bond (G.O. Bond) as
relates to the proposal submitted in April of 2014.
Aggregate Debt Service
DATE
2014 Case 3:
$6.0MM
(Downtown)
Total Issue
PMT LESS
ESTIMATED
RDL TAXES
1 06/30/2016 210,000.00 88,800.00
2 06/30/2017 504,750.00 379,914.00
3 06/30/2018 494,250.00 365,668.92
4 06/30/2019 483,750.00 351,311.49
5 06/30/2020 473,250.00 336,838.33
6 06/30/2021 462,750.00 322,245.98
7 06/30/2022 452,250.00 307,530.86
8 06/30/2023 441,750.00 292,689.29
9 06/30/2024 431,250.00 277,717.47
10 06/30/2025 420,750.00 262,611.49
11 06/30/2026 410,250.00 247,367.33
12 06/30/2027 399,750.00 231,980.85
13 06/30/2028 389,250.00 216,447.78
14 06/30/2029 378,750.00 200,763.71
15 06/30/2030 368,250.00 184,924.13
16 06/30/2031 357,750.00 168,924.35
17 06/30/2032 347,250.00 152,759.58
18 06/30/2033 336,750.00 136,424.87
19 06/30/2034 326,250.00 119,915.11
20 06/30/2035 315,750.00 103,225.07
21 06/30/2036 305,250.00 86,349.32
Total $8,310,000.00 $4,834,409.93
AVG YRLY PMT $230,210.00
AVG MONTHLY PMT $19,184.17
In working with the RDL Team’s Bond Council, the City
Assessor and the City Comptroller analysis was conducted to
determine the estimated cost of a $6 million G.O. Bond
issuance should the determination be made that municipal
financing will be pursued for the Building A proposal. As
described in the chart to the left, a $6 million G.O. Bond
issuance would cost approximately $8.3 million over the life
of the 20 year bond, of which close to half would be covered
by the estimated taxes paid by the building. This balance
equates to approximately $230,000/year or $19,000/month.
If the $6 million in municipal bonding were utilized as gap
financing, the remaining debt service on the bond after the
buildings contribution could amount to between $2 and $3 per
year to the average taxpayer* for the life of the bond, and, for
a homeowner in Bristol, the additional cost could be between
$6 and $8 per year for the life of the bond.
IN ADDITION THE CONSTRUCTION OF THE
INITIAL BUILDING A WILL SPARK SUBSEQUENT
DEVELOPMENT THAT WITH PROVEN RENTS WILL
LIKELY REQUIRE SIGNIFICANTLY LESS
ASSISTANCE TO NO ASSISTANCE AT ALL AND
THUS ADD SIGNIFICANT ADDITIONAL TAXES TO
FAR OUTWEIGH THE INVESTMENT IN BUILDING
A.
Note*: Average tax payer includes all tax accounts of Personal Property, Motor
Vehicle and Real Estate. Real Estate accounts are broken down in to Residential
(single family) and Commercial Real Estate accounts
WHEN YOU COMPARE THIS TO A SCENARIO THAT WOULD SUGGEST NO
DEVELOPMENT IN THE DOWNTOWN OR A DEVELOPMENT THAT IS NOT ROUTED IN
MARKET REALITIES IT BECOMES MORE EVIDENT THAT THE FUTURE SUCCESS OF
DOWNTOWN BRISTOL LIES IN TAKING THAT INITIAL CATALYTIC STEP THAT WILL
STIMULATE SUBSEQUENT MIXED-USE DEVELOPMENT FOR THE OVERALL DOWNTOWN.
THE MUNICIPALITIES IN CONNECTICUT THAT HAVE DETERMINED TO MOVE
FORWARD WITH ECONOMIC DEVELOPMENT INITIATIVES THAT ADDRESS MARKET
REALITIES ARE EXAMPLES THAT SHOULD BE LOOKED TO.

19
As stated in our previous submission the following represent just two examples municipalities that have
taken the necessary measures to stimulate economic development in their communities.
Storrs Center
Mamsfield, CT HOME OF UCONN*
Population: 15,344(CDP)
Size: 20 acre mixed use development
 Total Project Cost: Penciled at $225 million
• Public Funds:
* $24+ million in public funding sources already com-
mitted for planning Storrs Road, the 660 space parking
garage, as well as project infrastructure
Private: $200 MM
Public: $25 MM
Blue Back Square
West Hartford, CT
Population: 63,268
Size: 20.7 acre mixed use development
Project Cost: Penciled at $159 million
Public Funds:
* $48.8 million non-obligation bonds (straight bonds) contributed by the City
of West Hartford to underwrite key elements of project including two parking
structures that the City would own and operate as well as improvements like
construction of a park, streetscaping, and various building improvements.
Private: $110.2 MM
Public: $48.8 MM

Building B Proposal

21
INTRODUCTION
As described earlier, following the submission by the RDL team of the Depot Square Phase I Financial Pro-
posal in April, City representatives and the RDL team agreed that the best next step was a collaborative re-
view of the current proposal in order to make a determination on how the partnership should move forward.
The partnership ultimately developed a schedule that outlined a series of steps intended to implement the De-
pot Square Development and bring about the revitalization of Downtown Bristol. These steps included:
 Clarification of various components contained in the Building A proposal (outlined earlier)
 Submission of a Building B supplemental proposal that analyzes the project utilizing a similar financ-
ing structure to that of Building A
 Determination by the City parties as to whether a referendum would be utilized as an element in deter-
mining whether or not to move ahead with the use of municipal financing
 Dissemination of all information to the public, including but not limited to explanations and input ses-
sions on the Building A proposal working document as well as the Building B proposal
 Determination by the Partnership as to how best to proceed with the development
The following pages outline the current
RDL proposal for financing and developing
Building B as if it were to be the initial
building built for the approved Phase I of
the Depot Square development. As pro-
posed, Building B currently contains 138
residential units, 23,000 square feet of retail
space and a Public Piazza.

BUILDING B PHASING ANALYSIS
Phase IB is proposed for +/- 138 Residential Units & +/- 20,000 SF of Retail Space, Ample Parking, and associated site improvements
Boundary of Takedown Area
Boundary of Shared Parking Area
The RDL team was asked to look into the specifics of
the mixed-use building fronting both Main Street and
Riverside Avenue, conventionally known as Building
B. The site plan below shows Building B and the
associated site improvements that are necessary for
service of the building.
The new parking design shows a resident parking
field to the north of the buildings, with 144 parking
spaces, at least one spot per unit in this designated
field. The pad site where the future hotel is proposed
has been redesigned to include reverse angle parking
to serve Building B’s retail base .
Due to the size of the building’s retail component, as
well as the increased number of residential units,
additional parking will be needed to satisfy the total
parking requirements. Those additional spaces will
be sited in a temporary surface lot to the west of
the new road.
The site plan to the right shows how Building A
can be integrated with the site once Building B is
constructed. When additional site elements like the
pedestrian mews are realized, the resident parking
field is shifted further to the north, and additional
spaces are designated in the western temporary
field.
The varying construction typologies needed for
commercial retail space below residential,
additional residential units, and more
comprehensive site amenities all contribute to the
increase in costs for this option, thus making it the
more risky option currently being discussed at this
point.

23
Rendered Building B Main Street Elevation
Completed Phase I showing Buildings A and B

PRO FORMA ESTIMATES
The following tables illustrate the pro-forma re-
sults of the RDL Team’s current thoughts on un-
derwriting the development and construction of
Building B. The current Building B proposal con-
tains 138 residential units, 23,000 sf of retail, a
Public Piazza and the associated access road(s)
and parking facilities.
With respect to the costs and revenues associated
with this type of development, the RDL Team has
extensive experience in the local markets; with
team members currently constructing similar pro-
jects in the Central Connecticut region. That said,
the accelerated nature of having only 45-60 days
to analyze this option will require that further de-
tailed analysis be done in the future to provided a
more concrete estimate.
The total project costs for Building B are current-
ly estimated at $26.5 Million. A few reasons be-
hind the increased building construction costs
when compared to Building A, have to do with
the fact that Building B contemplates building the
residential component over the significant
amount of retail space included in the plan. These
increases are due in part to fire safety separation
requirements, construction complexities and
changes in materials. The total estimated hard
construction costs are just under $23 million,
with total soft costs of approximately $2.4 mil-
lion. For a project of this nature, soft costs typi-
cally run at approximately 10%-15% of hard
costs. Construction financing costs are estimated
to be just over $700,000 over the life of the build-
ing hold period. The estimated operating expens-
es are also based upon past experience with oper-
ation and maintenance of existing similar product
in the region. Regarding estimated revenues, the
RDL Team is utilizing a $1.85 per square foot per
month rent estimate for the residential units and a $10
per square foot per year rent estimate for the retail com-
ponent (assuming a triple net lease arrangement). Cur-
rent rents in this area of downtown generally range be-
tween $8 and $14 dollars per square foot. While newer
retail could potentially attract rents on the higher end of
this range, the current vacancy in the area poses a chal-
lenge to adding a significant amount of new retail space
to the market and, therefore, is the reason behind
RDL’s approach on the retail income side.
As described earlier the below chart outlines the esti-
mated payments for a $12 million G.O. Bond issuance.
Aggregate Debt Service
DATE
2014 Case 3:
$12.0MM
(Downtown)
Total Issue
PMT LESS
ESTIMATED
RDL TAXES
1 06/30/2016 420,000.00 298,800.00
2 06/30/2017 1,009,500.00 884,664.00
3 06/30/2018 988,500.00 859,918.92
4 06/30/2019 967,500.00 835,061.49
5 06/30/2020 946,500.00 810,088.33
6 06/30/2021 925,500.00 784,995.98
7 06/30/2022 904,500.00 759,780.86
8 06/30/2023 883,500.00 734,439.29
9 06/30/2024 862,500.00 708,967.47
10 06/30/2025 841,500.00 683,361.49
11 06/30/2026 820,500.00 657,617.33
12 06/30/2027 799,500.00 631,730.85
13 06/30/2028 778,500.00 605,697.78
14 06/30/2029 757,500.00 579,513.71
15 06/30/2030 736,500.00 553,174.13
16 06/30/2031 715,500.00 526,674.35
17 06/30/2032 694,500.00 500,009.58
18 06/30/2033 673,500.00 473,174.87
19 06/30/2034 652,500.00 446,165.11
20 06/30/2035 631,500.00 418,975.07
21 06/30/2036 610,500.00 391,599.32
Total $16,620,000.00 $13,144,409.93
AVG YRLY PMT $625,924.28
AVG MONTHLY PMT $52,160.36

27
A mixed-use development of this type and scale in a
market like Bristol would typically require that the cash
on cash investment returns on the equity invested in the
project be in the range of 7%-10%. While the RDL
Building A proposal estimated lower returns in the 3%-
5% range, there are several reasons why lower returns
projected for Building A can possibly still attract equity
and debt financing. With respect to private sector invest-
ment appeal, a project that contains approximately 100
residential units and 2,200 square feet of retail space
falls right within an investor ‘sweet spot’ in terms of
project size. This ideal project size is attractive to private
investors, therefore a portion of the development risk is
mitigated by way of the allure of the investment profile.
These factors ultimately allow for investment communi-
ty to accept lower returns.
On the contrary, with its 37 additional units and over
20,000 square feet of additional retail space, the Build-
ing B development is approximately 40% larger on the
residential end and over 1000% larger on the retail end.
This additional building program equates to additional
initial risk to potential investors. The investment com-
munity needs to mitigate this additional risk and does so
by requiring higher more standardized minimum returns
(7%-10%). The rent values currently being achieved for
the retail space in downtown today, coupled with exist-
ing vacancy cause the need for the projected residential
rents of $1.85 per square foot per month to subsidize the
proportionally lower retail rents. This will likely im-
prove over time as development occurs, but initially will
require a cross subsidy from the residential component.
Once they are there, the new apartment residents will
help support the existing and, ultimately, the new retail
below them.
In order to provide the returns necessary for both the
private sector equity investors (7%-10%) and private
sector debt (4%-6%) gap financing is a necessity. For the
Building B proposal, the sources of funds that will make
up the total $26.5 million in costs are estimated to be $2
million dollars in new investor equity, $12.5 million in
new investor debt and $12 million in gap financing. It is
envisioned that this gap financing could potentially be
provided through municipal financing options such as
bonding. If $12 million in municipal bonding were uti-
lized as gap financing, the developer would pay a por-
tion of the debt service over the life of the bond (20 year
bond). The remaining debt service on the bond could
amount to between $6 and $8 per year to the average
taxpayer for the life of the bond, and, for a homeowner
in Bristol, the additional cost could be between $18 and
$22 per year for the life of the bond.
In summary, there are several challenges to successfully
financing Building B as the initial building to be devel-
oped. These challenges include but are not limited to:
 The ability to provide investors a level of com-
fort that adding 23,000 sf of retail to a market
that contains significant retail vacancy within a 4
block radius of the Depot Square site is the ap-
propriate first step
fort that initially constructing an additional 40%
more units in the first phase of the development
is the appropriate first step and best way to kick-
start the project
fort that starting with a construction typology
that is more expensive in nature is the appropri-
ate first step
Additional methods discussed by the working group for
mitigating the size of any bond issuance included:
 Potential retail rent subsides or backstopping of
increased retail rents at a higher the $10 amount
 Municipal investment as equity ownership of the
project as opposed to debt
 Mitigation of land valuation
 Reduction in permitting costs
Considering the truncated timeframe of these working
sessions further exploration of these options will require
additional time and collaboration.

Case Studies

29
INTRODUCTION
Like most downtowns across the country, the City
of Bristol did not just wake up one morning and
find itself confronted with the problems it current-
ly faces today. There are no quick fixes, especially
when dealing with issues that have come to be
over the course of the last 50 years. To date, RDL
has demonstrated a strong willingness to explore
any and all options that would enable the imple-
mentation of the vision that has been co-created
over the past several years through its partnership
with the City of Bristol and the Bristol communi-
ty. Although there are several options still availa-
ble that could enable this vision to come to frui-
tion, they are not without their challenges. RDL is
committed to working in partnership with the vari-
ous stakeholders to come up the right solution for
the City of Bristol.
The Depot Square Phase I Financial Proposal
Submission in April provided several exam-
ples of successful completed and ongoing re-
vitalization projects throughout Connecticut.
The common theme connecting each of these
projects was that they all needed assistance in
order to get going. RDL recognizes that not all
projects need assistance in order to be success-
ful, however in certain instances the economic
realities surrounding a development oppor-
tunity warrant an initial capital infusion that
gives a revitalization effort the push it needs to
get off the ground. In recent conversations
with the BDDC working sub-group, RDL was
asked to provide additional case studies that
involve area revitalization by way of the intro-
duction of new residents. The following are
multiple case study examples of revitalization
efforts that were sparked by the addition of
new residents to a suffering downtown area.

CASE STUDIES
Roanoke Virginia — The revitalization of downtown
Roanoke Virginia began with 25 residential units
resulting in further redevelopment that has transformed
the area around Kirk Avenue into a destination
neighborhood. Developer Ed Walker’s efforts led the
way to redevelopment through the acquisition of 9
storefronts which when renovated were able to attract
new life to the neighborhood. With other developers
following suit, downtown Roanoke now boasts over
1,200 residents when not long ago only 10 residents
lived in the area. A $20 million dollar renovation of
prominent historic hotel which now houses over 130
apartments along with commercial space continued the
redevelopment trends. Since the commencement of
construction on new and renovated housing stock in
2009 over 25 new restaurants have opened in a 10
block area in downtown.
The State of Virginia has been very aggressive with tax
credit programs that allow for large scale
redevelopments to happen. In addition to the Kirk
Avenue developments, historic renovation tax credit
programs have opened the door to development
opportunities in Roanoke’s waterfront neighborhood.
Old mill buildings and department stores have been
converted into residential units, some of which
command rents at the top of market rates. Restaurants
and retail establishments continue to follow in the path
of residential developments.
While the overall number of residential units was fairly
small in the early stages of development, it led the way
Roanoke Bristol
Area Median Income $38,265 $58,814
in bringing new life into downtown Roanoke.
With the influx on new residents the culture in
and around the downtown area has shifted to
celebrate the new found vibrancy. For Roanoke
this is a huge shift in psyche with residents now
believing in downtown being a good place to live
and do business. Pride in a place is a crucial
element in fostering future development, and it is
only possible through the experiences and
successes by the pioneers in the early phases.

31
Bloomfield, New Jersey — Redevelopment in
Bloomfield, New Jersey was sparked by a four story
residential project aimed to be student housing. Since
the beginning of this project, seven other projects have
gotten underway. An 82 unit senior housing complex
is now under construction in large part due to a $15
million dollar grant from the New Jersey Housing and
Mortgage Finance Agency, further building the mass
of residents in the downtown area.
Redevelopment has focused on blighted and
economically challenged areas and has proven to be a
much needed boost in the municipal tax base. A former
abandoned factory building has undergone a $60
million renovation transforming the old industrial
space into 332 residential units each bringing in
between $1,300 and $2,200 in monthly rents. Though
much of this project was developed through private
investment, significant state assistance for the project
came in the form of historic tax credits and grants from
the Community Development Block Grant programs,.
In addition to projects already underway, a proposal
including 224 more residential units and 60,000 square
feet of new retail space is set to begin on a 3 acre
parcel, adjacent to a recently constructed structured
parking facility all sparked by the original residential
additions to downtown.
Although new residential units are the clear catalyst in
the redevelopment, the restoration of the City's train
station, reinforcing the transit connection to Manhattan
Bloomfield Bristol
has City leaders most proud. The transit connection
not only helps build demand for new residential
product, but also helps to foster local job creation as
retail and personal service industries continue to
grow in order to better serve the new residents.

CASE STUDIES
Dubuque Iowa — Through the revitalization of its
historic Millwork District Dubuque Iowa has attracted
over 1,000 new residents, along with several new
businesses into the downtown area. In the mid to late
1980’s, Dubuque saw rapid decline due the collapse of
the agricultural economy along with associated
manufacturing markets directly tied to agriculture.
Although this phenomenon has caused the people of
Dubuque to learn the hard way not to depend on a
single employer, the redevelopment of a downtown
department store for new tenant, IBM was a key
element in the city center’s turnaround.
250 new residential units then became the spark needed
to foster large scale revitalization in the Millwork
District as well as the surrounding neighborhoods,
most notably Washington Neighborhood, one of
Dubuque’s most economically distressed areas. While
significant private capital was utilized to rehab old
brick structures into new residential units, the city of
Dubuque took an active role as a partner in the
revitalization by pursuing federal grant money to
improve the city’s downtown infrastructure, replacing
century old utilities, to allow for new development.
In the 17 block area which makes up the Millwork
District new residential units, office space, retail
establishments, and civic amenities have become
common sights. The influx of new development and
new service based markets has also reversed the
impacts of the economic downturn of the 80’s.
Dubuque Bristol
Dubuque was given the distinction of being one of
the nation’s fastest growing cities boasting over
4,600 new jobs in the downtown area. Economic
development has led to job creation and it was the
first major residential development that was the
initial domino in the rebirth of Dubuque Iowa.

33
Glastonbury Connecticut — Redevelopment in
Glastonbury has been sparked by two similar
residential developments. The Addison Mill
Apartments, which were completed in 2009, offered
new housing options in a community where the
average age of a dwelling unit was between 40 and 50
years old. The new residential product reached a 95%
occupancy rate in just seven months. Developer
Martin Kenny and his Hartford Based Lexington
Partners an RDL Team member, invested over $12
million dollars in the Addison Mill project, citing
changing demographics and the desire for new rental
apartments with amenities that the aging housing
stock could not provide. Today all 55 units are full.
This success has proved to be the catalyst for the
Flannigan’s Landing project which is now underway
across town.
This $35 million dollar development will boast over
230 residential units once completed. The mix of
studio, one bedroom, and two bedroom apartments
will command rents ranging from $900 to $2,300 per
month in a market that is still underserved in terms of
new rental product. The first 30 units are slated to be
housed in an exiting industrial building on the 33 acre
site. Once proven to be successful, an additional five
buildings of new construction are proposed in phases
to complete the development.
Though the former industrial site posed significant
challenges in terms of environmental cleanup, the
demand for new housing stock and the past success at
Glastonbury Bristol
Addison’s Mill propelled development forward. New
housing stock has attracted younger working
professionals to this suburb of Hartford generating a
buzz within the local economy, driving new
businesses to the area to meet market demand
resulting from the influx of residents, increasing the
tax base and opening doors to future development.

CONCLUSION
As with most large scale revitalization projects, the initial stages often face challenges, in particular challenges
regarding project financing. Despite the challenges encountered to date, it is important to consider the success-
es of not only the partnership, but the Bristol community as well. The Bristol Rising crowd and the various
achievements it has garnered are a direct result of all parties working together towards solutions for the better-
ment of Bristol.
The RDL Team has invested significant financial and human capital over the past 4+ years in a direct effort to
not only improve downtown along the way but to realize the vision that has been co-created for the future suc-
cess of downtown Bristol.
Communities all over the country have faced these challenges and worked together to provide the resources
necessary to jumpstart the revitalization process and the majority of those communities did not have near the
history of collaboration and success that Bristol and this partnership have had in recent years.
The City of Bristol is now at a crossroad. It can elect to turn its back on all the hard work and all the accom-
plishments it has made through its partnership with RDL, or it can choose to forge ahead and continue to col-
laborate towards a solution that is truly in the best interest of the Bristol community. The City has the chance
to seize an opportunity to invest in itself, its future and to bring about change for the better. The RDL Team is
as committed as ever to figure out a way to continue to work hand in hand with the City and community to
bring this project to fruition.
To give up should not be an option. To start over should not be an option. To maintain the status quo should
not be an option. Without vision nothing meaningful happens.

Renaissance Downtowns Depot Square Phase I Financial Proposal; Supplemental Submission

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