Hotel Alessandra World Trade Center Proposal

RESPONSE TO REQUEST FOR PROPOSALS
No. 8975-01775 / January 2, 2015

2 CANAL STREET REDEVELOPMENT
Presented to
CITY OF NEW ORLEANS
NEW ORLEANS BUILDING CORPORATION
February 16, 2015
by
TWO CANAL STREET INVESTORS, INC.

Steven M. Peer, President and CEO
935 Gravier, 6th floor
New Orleans, LA 70112
410-302-5789
SPeer@PeerInterests.com
TABLE OF CONTENTS
page
VOLUME I: RESPONSE TO RFP AND EXHIBITS I - VII

Attachment A: Conflict of Interest Disclosure Affidavit ..................................... 1
Attachment B: Agreement and Signature ................................................................ 2
Introduction ........................................................................................................................ 3
A. Redevelopment Plan ................................................................................................ 4
1. Description of Redevelopment Plan ............................................................ 5
Exterior Architecture of the X-Shaped Building Faade ............... 7
Summary.......................................................................................................... 9
2. The Developments Physical Components .............................................. 10
Hotel Alessandra New Orleans ........................................................... 10
The Alessandra Residences .................................................................. 11
Wine Bar and Restaurant/Caf/Bar ................................................. 11
Carriage Station ........................................................................................ 12
World Trade Center New Orleans. .................................................. 12
River Jazz Lounge Presented by Kermit Ruffins ....................... 15
Proposed Off-Site Improvements ....................................................... 19
Development Plan Summary ............................................................... 25
3. Redevelopment Schedule ............................................................................. 28
4. The Generation of Maximum Benefits ..................................................... 30
Social and Community Benefits .......................................................... 30
Economic Benefits .................................................................................... 32
5. Plans for Services, Amenities, Parking and Access ............................. 35

Hotel Alessandra New Orleans ........................................................... 35
Motor Court and Parking ....................................................................... 39
6. Operational and Management Plans ........................................................ 40
Hotel Alessandra New Orleans ................................................................. 40
Website Development ............................................................................ .41
Central Reservations Office .................................................................. 43
Online Travel Agents ............................................................................... 44
Leisure Business ....................................................................................... 45
Restaurant and Bar Operations .......................................................... 45
Partners PMS, GDS ................................................................................ 48
Brand Loyalty Program .......................................................................... 48
Cooperative Marketing ........................................................................... 48
Management/Brand Corporate Support ......................................... 49
Revenue Management ............................................................................ 50
Social Media ................................................................................................ 51
Electronic Marketing ............................................................................... 51
Public Relations ........................................................................................ 52
Human Resources .................................................................................... 54
Accounting & MIS ..................................................................................... 54
Purchasing & Procurement ................................................................... 54
Engineering ................................................................................................. 55
Pre-Opening & Technical Services ..................................................... 55
Why Hotel Alessandra New Orleans? ............................................... 56

B. Project Design .......................................................................................................... 64
1. Site Plans ....................................................................................................... 65-81
A. On-Site Plans ....................................................................................... 65
Perez Architectural Plans ....................................................... 66
Perez Renderings ................................................................ 82-89
Rottet Studio Inspirational Imagery ...........................90-109
B. Off-Site Plans to Finish the Riverfront ................................... 110
Entergy Substation Wonder Wall of Art .......................... 110
New Ferry Terminal ................................................................ 113
Louisiana Maritime Museum .............................................. 124
Spirit of Freedom Monument ............................................. 128
Carriage Ride Station ............................................................. 132
Stairs to Spanish Plaza .......................................................... 135
Refurbishing the Spanish Plaza Fountains .................... 136
C. Development Team (Credentials in Exhibits) .......................................... 138
1. Contact Person and Redevelopment Team ........................................ 139
2. Commitment between Developer and Team Members ................. 151
3. Past or Pending Litigation ......................................................................... 168
D. Financial Arrangements and Funding Sources ........................................ 170
1. Capital Structure ........................................................................................... 171
2. Completed/In Process Projects Since 2010 ....................................... 189
3. Guarantor and Guarantors Financial Capability............................... 191

4. Developer Budget ......................................................................................... 192
5. Surety Company Approval ........................................................................ 195
Arthur J. Gallagher Risk Management Services, Inc. ................ 195
6. Projected Employment ............................................................................... 196
7. Orleans Parish Local Business Participation ..................................... 197
E. Financial and Lease Terms................................................................................ 200
Financial Response to the RFP .......................................................... 201
F. Disadvantaged Business Enterprises (DBE) Plan ................................ 204
Arnold Baker ........................................................................................... 205
Perez ........................................................................................................... 206
Disadvantaged Business Enterprises ............................................ 206
McDonnel Group MBE/WBE/DBE Program ............................... 210
Negotiation with Local DBE Contractors and Sub-Contractors 211
Bond Protection Insurance Alliant Bonding Solutions ......... 212
EXHIBITS
I
Ground Lease
II
Parking Lease
III
Two Canal Street Investors, Inc. Principals
IV
Woodbine Development Corporation
Valencia Group
VI
Monday Properties
VII
Perez Architects
VOLUME II: EXHIBITS VIII - XVII

VIII
Rottet Studios
IX
Ten Eyck Landscape Architects
Gallagher & Associates
XI
Lord Cultural Resources
XII
The McDonnel Group
XIII
Crescent Growth Capital
XIV
HVS Market Study: Proposed Hotel Alessandra New Orleans
XV
Valbridge Property Advisors Apartment Market Study
XVI
DBE Participation Plan
XVII
The New Orleans Maritime Tower at Freedom Park
INTRODUCTION:
Two Canal Street Investors, Inc. is pleased to respond to RFP No. 8975-01775 as a selected Finalist
Developer Respondent for redevelopment of 2 Canal Street, the original International Trade Mart
Building. The City of New Orleans will negotiate with the winning Developer (to be selected from
five finalists) the terms and conditions for a 99-year ground Lease for the building and contiguous
land formerly known as the World Trade Center and now RFP referenced as 2 Canal Street. We
intend to be the Developer that brings a Silver LEEDS certification to the World Trade Center
adaptive reuse project.
We offer the City a $23 million capital fee upon execution of the Lease commensurate with current
market/appraised value and a 99-year term. Additionally, we would make an annual payment of
$2.5 million cash adjusted by a CPI annual escalator or six percent (6.0%) of gross revenues,
whichever is greater. This is a $238 million redevelopment project for the City, along with the
economic impact stimulus of millions of dollars in hotel occupancy and sales tax revenue and
thousands of jobs. (SEE EXHIBIT I GROUND LEASE).
Contingent upon a City of New Orleans/New Orleans Building Corporation (NOBC) 99-year Lease
signing with Two Canal Street Investors, Inc., the World Trade Center of New Orleans (WTCNO)
will return its offices to this building. The venerated organization has granted our Team the right
to use the trademark World Trade Center name during this RFP bidding process, and to rename 2
Canal Street The World Trade Center for the term of its Leasehold. Our RFP bid will at times
alternatively refer to 2 Canal Street as the World Trade Center, as our Team Members have worked
hard and diligently to earn the right to do so. Each team member on the Two Canal Street
Investors, Inc. team has individually and specifically committed to provide the work product, staff
and resources necessary to complete the development plans provided herein and within the times
provided for in the RFP.
A. Redevelopment Plan
1. Description of Redevelopment Plan

The emblematic 2 Canal Street building has symbolized and celebrated the City of New Orleans for
five decades. Legendary architect Edward Durell Stone designed the signature 33-story structure as
an enormous compass with four cardinal points, a window-striped X marks the spot of this
geographical location. The original modernist building set the standard for other structures
worldwide. This iconic emblem graced multiple New Orleans retro postcards. It is a piece of the
historic fabric of the Crescent Citys sense of place and history. The tower-on-the river building
with a once-revolving Tower of Light rooftop that visually linked the citys defining bodies of
water will once again spearhead the continued renewal and revitalization of the City of New Orleans.
The cruciform plan with four wings has always represented the concept of trade across the world,
and will now be adapted for use by succeeding generations. With a view from the Mississippi to
Lake Pontchartrain, the buildings bold vertical lines will once again be a source of great pride for
the citys leadership. The once futuramic building of well-recognized modernism and dynamism
will return to a position of empowering the city, as a pivotal Mississippi riverfront anchor and
catalyst.
Two Canal Street Investors, Inc. is committed to executing an adaptive reuse project to return the
elegant and serene mid-century 2 Canal Street high-rise to its deserved historical role. The defining
skyline fixture that once transformed downtown New Orleans and the Riverfront is called the
most important piece of property in the city.
The World Trade Center (2 Canal Street) with its various components will continue to be a living
monument to the fact that New Orleans was founded on the Mississippi River, lifeblood and impulse
of both continental and international trade. The river delivers products and produce from
Americas heartland, with world disbursement; and serves as the transportation hub importing
products from overseas for much of Middle America.
Additionally, this building sits at the focal point of the City of New Orleans, the edge of the French
Quarter and the Central Business District (CBD) at the foot of Canal and Poydras streets. The 2
Canal Street site for adaptive redevelopment has the potential to finally unite all the physical
elements of Spanish Plaza and the Canal Street Ferry Terminal (Canal Street/Algiers Ferry). Our
plans will create an exciting and vibrant riverfront destination venue for increased public use, a
lively revitalized site for visitors and residents alike.
Exterior Architecture of the X-Shaped Building Faade
Modernisms populist architect Edward Durell Stone designed this building. The National Register
of Historic Places listed the building in June of 2014, under the original International Trade Mart
name. http://www.nps.gov/nr/feature/places/13001127.htm
Today the building is a federal landmarked historic property, deemed worthy of preservation.
Stones senior partner at his architectural firm and fellow architect on the 60s building design was
Peter Capone, AIA. Capone, a renowned architect in his own right, is the only living partner of
Edward Durell Stone. Capone is an architectural consultant and member of our team for his
knowledge of Stones visionary work and intentions for this important structure.
Capone states that the buildings X shape was its
distinguishing feature. Two Canal Street Investors, Inc.s project
architect for Perez, Pio Lyons, a recognized national historical
architectural and urban design expert, will lead the way in the
preserving the modern-movement past in the present, adapted to
be relevant again. Lyons and the Perez architects devise creative
solutions to both conserve history and function in todays market.
Industry talk says, several RFP bidders would not proceed with
the project unless the metal louver sunshades striping the
vertical windows on floors three through 29 are removed,
without impacting historic rehabilitative tax credit status. As a condition of the bidding process, it
is virtually impossible for the RFP Selection Committee to know in advance what the federal and
state historical agencies might determine. TWO CANAL STREET INVESTORS, INC. PLEDGES TO
HONOR A CITY BUILDING LEASE WHETHER OR NOT THE WINDOW LOUVERS ARE
DETERMINED AN ARCHITECTURAL FEATURE THAT CANNOT BE REMOVED.
Also, we
do not intend to replace the exterior cladding. We will,
however, replace broken faade elements, clean the building,
renovate and remodel the interior, replace all building
systems (mechanical/electrical/plumbing/etc.), replace all
windows with state-of-the-art hurricane-certified glass and
frames, and engage a lighting consultant to dramatically
highlight the structure in the evening. Nighttime visual
aesthetics will create an opportunity for increased public
awareness, support and appreciation of preserving important
and influential moderist buildings.
In late 2014, the French light art company, La Maison Productions, projected a custom-tailored
surrealistic light show onto Gallier Halls historic faade. La Maison has been known to splash walls
with icy blue tidal waves that magically disassemble into digital building blocks, allowing Banksylike silhouettes to scamper over the buildings exterior, while shifting psychedelic color bathes the
architectural details. Few structures have the architectural bones of the World Trade Center, a
perfect palette.
Night-lit. The iconic World Trade Center Building coated in multi-hued color(s). Awash in kindred colors,
Architect Edward D. Stone's 60s modernist possesses a unique projection surface for lighting. Urbanist
illumination, a rainbow eye-pop spectrum of colors lit up the building in 2003, when the Arts Council of
New Orleans hosted the New Orleans Canal Street Projection Project, for media artists. Here the artists
cloaked the WTC in coatings of gold and green.
Our proposal is not for a single use. New Orleans is not a plain vanilla place, nor a cookie-cutter
kind of town. New Orleans remains the crossroads of the world. We believe in thinking inside and
outside of the Crescent City curve. Two Canal Street Investors, Inc. recognizes that nothing happens
without thought, interaction with the City of New Orleans/NOBC, with the dedication and
determination to get it right. We believe that the Citys representatives will find that we present far
more than satisfactory documentation to show realistic income and unsurpassed creativity on a
sustained basis for the City of New Orleans.
The 2 Canal Street building remains a
colossal and influential presence, a
gateway into the future. The Two
Canal Street Investors, Inc. development team is committed to a businesslike, transparent, first-class revitalization of this historic site. Our team is
comprised of recognized development
professionals with sterling track
records and accomplishments, and the
financial ability to take the World Trade
Center to its highest and best use.
Expectations for the successful mixeduse redevelopment of this now-historic
landmarked building remain high. The
long-term financial feasibility of
bringing this property back into
commerce underscores the upcoming
2018 Tricentennial New Orleans 300year birthday celebration of JeanBaptiste Le Moyne de Bienvilles
founding La Nouvelle-Orlans in 1718.
Our proposal gets it right on the front
end and on the back end convincingly
demonstrating to the City of New
Orleans/NOBC that the Two Canal
Street Investors, Inc. development team
has the professional track record,
accolades, creativity, vision, passion,
integrity, commitment and financial
strength to succeed. We know New Orleans, the urban landscape, and older buildings that give it a
unique character. Our plans are motivated by one core idea: the best vision of a citys future cannot
ignore its past. We look forward to partnering with the community, on this unusual project, a
project that requires an agile, creative approach to a variety of architectural components, public
use benefits balanced against financial rewards for the City-owned property, and a creative
approach to architectural and planning issues.
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Our plan makes the most of all the potential this building and this location have to offer. It will
showcase New Orleans progression into the future, outside and in, as only an almost 300-year-old
city can do. Repurposed, contemporary and future forward, it will be another incarnation of what
the modern, mid-century edifice was meant to be when it was first imagined. It will set the
standard for innovative and adaptive re-use not only in New Orleans but throughout the United
States.
When adapted to higher uses, this property will continue to be a worldwide-recognized riverfront
and skyline symbol for New Orleans. Our development proposal will return this landmarked building
back into commerce and preserve the building for future generations.
Again, in short, multiple primary components anchor our building development proposal:
318-room, five-star hotel branded Hotel Alessandra New Orleans, with restaurants, bar
areas, spa, healthclub and ballroom;
jazz lounge on the, 33rd floor, formerly the famed Top of the Mart, headlined by Kermit
Ruffins;
World Trade Center building distinctive ground-floor seating area and wine bar (Grand
Foyer and Eads Wine Bar) and separate chef-driven restaurant with patio seating.
240 luxury apartments branded The Alessandra Residences; and
multiple public use, off-site contributions that span the Ferry Terminal, Louisiana Maritime
Museum, Riverfront access, proposed improvements to the Spanish Plaza water fountain, an
Art Wall and construction of a Wine Laboratory at the UNO Kabacoff hotel school.
A mixed-use hotel and residential facility with a modern bent is a natural fit for the design of this
60s era commercial building transforming a now vacant edifice into a world class five-star hotel
and luxury residential apartments that will add much needed inventory for the younger
demographic traveler as well as our own growing entrepreneurial and health care populations.
The World Trade Center sits at the epicenter of the City of New Orleans and the Mississippi River
where the French Quarter and the Central Business District meet at the foot of Canal and Poydras
streets tying together the beautiful and vast elements of this unique city.
Summary
Two Canal Street Investors, Inc. presents a solid thought-out redevelopment plan for adaptive
reuse with a superior financial proposal that meets RFP requirements. Two Canal Street
Investors, Inc. believes that a professional evaluation will demonstrate the synergistic
superiority our team brings to this one-of-a-kind adaptive reuse development project, having
especially strong track records of many years of success and superior financial strength.
Winning this bid and successfully negotiating a joint vision with the Citys representatives, Two
Canal Street Investors, Inc. intends to restore the greatness of this irreplaceable New-Orleans
building, a site once greeted with revered awe, wonderment, fanfare and celebration. Two Canal
Street Investors, Inc. believes that by working closely with the City of New Orleans, our proposal
will receive New Orleans City Council approval and subsequent execution by Mayor Mitchell J.
Landrieu all completed on a fast track time line.
2. The Developments Physical Components
Hotel Alessandra New Orleans

The dominant force and focus in this 33-story building will be the luxury Hotel Alessandra New
Orleans, the top-tier product of the Valencia Group and comprising some 11 floors, plus two full
floors of reception, restaurant and lounge (the 30th floor), presidential and ambassadorial suites
(the 31st floor), and a stand-alone ballroom connecting to the third floor. This five-star hotel will be
the premiere hotel in the city.
As will be demonstrated later in this response to the
RFP, Valencia will outperform other brands with a
luxury product that is both fresh and relevant to New
Orleans as evidenced by their track record. Valencias
Executive Vice President John Keeling, before his tenure
at Valencia, was a partner with both PKF Consulting and
Laventhol & Horwath for 30 years and is acknowledged
as one of the most knowledgeable experts on the New
Orleans hotel industry, having asset managed,
appraised, or performed research for the vast majority
of hotels developed in the city since the mid-70s.
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The Alessandra Residences

In the floors above the hotel guestrooms will be the Alessandra Residences with approximately
240 luxury rental units flexible to market demands for larger units. The City of New Orleans has a
demand for such units. Dorian Bennett Sothebys International Realty, our Team Member realtor
and marketer for these residential units, confirms widespread excitement and commitment to
this premiere project.
The rental market is strong for exclusive apartment rentals in the urbanscape of downtown New
Orleans. The national phenomenon of New Urbanism in a historic city remains viable and
sustainable, reviving and breathing life back into an this mid-century modernist building. The Two
Canal Street Investors, Inc. residential proposal remains adaptable to market conditions dictating
the size of the units. Hotel Alessandra New Orleans branded amenities will include concierge,
housekeeping and room service. This tie-in between hotel and residential units adds extra
enticements to prospective residential tenants who find it impossible to acquire downtown highrise New Orleans riverfront living with spectacular views.
Seating Area and Wine Bar and Separate Restaurant/Caf
The World Trade Center building will have a ground-floor vivid expanse (distinct from the Hotel
Alessandra New Orleans ground-floor lobby) proposed as the Grand Foyer. The Grand Foyer
will utilize an interesting mlange of ideas, dcor and lighting for a striking seating area. The
showplace area would encompass an interior wine bar proposed as the Eads Wine Bar. Small
dishes to pair with the wine flights may be included in the concept.
A proposed chef-concepted and operated restaurant/caf would connect to the Grand Foyer and
Eads Wine Bar. The restaurant is expected to utilize patio dining and outdoor seating, fanning out
onto the Galvez Plaza, weather permitting. The chef would most likely be known for New
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Orleans and Gulf South inspired food with eclectic innovation. The restaurant will be a signature
destination in its own right and complement Hotel Alessandra New Orleans restaurant and bar
on the 30th floor. Two Canal Street Investors, Inc. and Valencia Group will curate and most likely
operate the prominent and inviting World Trade Center ground-floor space but will remain open
to inviting a compelling operator. The street level experience will embrace the traditional culture
of New Orleans with a contemporary palate.
Carriage Station
Two Canal Street Investors, Inc. plans a turnaround for patrons to be dropped off on the north
side of the World Trade Center Grand Foyer/restaurant, which will be located in the present
grassy area on the ferry terminal side of the building. Also built into this turnaround will be an
extra lane for carriages to wait for customers, plus the drop off turn around, similar to the
Decatur Street station. This would unify the French Quarter ambiance to the World Trade Center
and Spanish Plaza Riverfront.
World Trade Center New Orleans
The World Trade Center of New Orleans has an exclusive agreement with Two Canal Street
Investors, Inc. to return to the World Trade Center building upon expiration of their current office
lease for a ten-year period. WTCNO predates and served as a model for other U.S. World Trade
Centers. The WTCNOs return to their roots and namesake building will bring their legacy
home.
The WTCNO web page describes itself: The World Trade Center of New Orleans is the strongest
international business organization in the Southeast Region of the U.S. with +1,000 corporate
and high-profile individual members. Our mission is to create jobs and wealth in Louisiana
through international trade by providing advocacy, information, educational services,
stakeholder programs and services; as well as supporting a prosperous business climate
resulting in the retention, recruitment and expansion of Louisiana-based international business.
Old postcard of New Orleans famed Edward Durell Stone International Trade Mart!
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River Jazz Lounge - Presented by Kermit Ruffins
Kermit Ruffins at the World Trade Center, 2 Canal Street

The buildings 33rd floor rotating rooftop lounge will be a jazz and cocktail lounge headlined by
Kermit Ruffins. Built-in banquette seating on the rotating section of the club will make this the
most upscale jazz venue in New Orleans. Tasty and elegant bar food will compliment classic
cocktails prepared by trained mixologists. Kermit, as is his custom, will host and showcase some
of the areas best local musical talent to play at this club, set to be one of the citys most celebrated
venues. This revolving glass-walled, sky-high location will once again become even more popular
than the buildings Top of Mart from decades past.
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16
17
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Proposed Off-Site Improvements

Riverwalk to Spanish Plaza to the Audubon Aquarium to Harrahs Casino to One Canal Place the
riverfront is not fully utilized, due to a mishmash of public use barriers and a series of overlapping,
confusing elements. It is time to recalibrate and finally finish this riverfront as a creative, cohesive
draw. The worlds best riverfronts feature amenities that increase peoples comfort and enjoyment,
setting a convivial location for social interaction.
Lighting and landscape strengthens a riverfront plazas identity and can help identify entrances,
pathways and direct people to specific activities. Public art is also a magnet to attract people of all
ages. Renovation of the landmark-designated World Trade Center building will encourage
increased public use.
In addition to the financial factors proffered in our RFP response, Two Canal Street Investors, Inc.
offers improvements to the attractiveness and appeal of the immediate locale around the World
Trade Center. These goals work in conjunction with some of the Reinventing the Crescent ideals
and Ernest N. Morial Convention Center phased expansion core ideas of how to reformulate critical
infrastructure and reposition the riverfront as a singular, continuous ensemble of international
prominence. We call it RECONNECTING the Crescent. We, like others, believe in the forwardlooking and always inventive creative culture of New Orleans. Once in place, these proposed
improvements will help attract visitors to the riverfront:
Mural Art on the Entergy Substation Perimeter
Because City tax revenues are needed for other priorities in the immediate future, it is most
unlikely that the City of New Orleans tax revenues will be available for the completion of the
riverfront improvements near the proposed adaptive reuse development at the World Trade
Center anytime soon.
Two Canal Investors, Inc. believes several locational problems, adjacent to or close by, will
adversely affect and detract from the fire-star quality of the proposed Hotel Alessandra New
Orleans and Residences, and the food, beverage and music venues that are an integral part of our
response.
In addition to the financial factors proffered in our RFP response, Two Canal Street Investors, Inc.
offers to mitigate these imperfections affecting the immediate locale around the World Trade
Center. Once in place, these proposed improvements will
attract visitors to the riverfront like no other set of proposals.
.
The Entergy substation takes up an entire block of prime space
and looks industrial. We propose it be covered in mural art to
become a smaller-scale version of the Wonder Wall (taken
from the 1984 New Orleans Worlds Fair). See details in the
Design Section.
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Staircase Down to the Spanish Plaza

The public does not easily obtain access to the river from Canal
Street. The World Trade Center and the city behind it do not
connect easily with Spanish Plaza and the river. Two Canal Street
Investors, Inc. proposes to build a staircase down from the
World Trade Center to the Spanish Plaza from the riverside of
the building for easy connection to the Ferry Terminal and to
Spanish Plaza. (See Design Section below)
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Terminal Building and Louisiana Maritime Museum

The
Ferry
Terminal
has
nonfunctioning
escalators
and
needs to be updated. The terminal
shows evidence of decline. It needs
revamping. Escalators do not work
and the building has not been
updated.
Two
Canal
Street
Investors, Inc. will provide financing
for the Louisiana Maritime
Museum to be located in a new
building connected to the new Ferry
Terminal. The Louisiana Maritime
Museum the artifacts from a museum that used to be housed within the Two Canal Street building
but are now on display at the USS Kidd museum in Baton Rouge. The Louisiana Maritime Museum
will tie all the elements of this riverfront together, inducing locals and visitors alike to come to the
riverfront to see historical exhibits. Once the public is at the Riverfront, they will take greater
advantage of the Canal Street/Algiers Ferry, the Audubon Aquarium, Spanish Plaza, Riverwalk,
festivals, food and beverage facilities, new and old venues and the river vessels available for cruises
or dinner.
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Two Canal Street Investors, Inc. proffers these proposals as part of our response to redevelop the
World Trade Center. Prior to implementation, all approvals required will be obtained from various
agencies such as NOBC, the Downtown Development District, Entergy (Art Wall), the RTA (Ferry
Terminal) and others. Many preliminary endorsement letters are included in this RFP response.
None of these proposals will in any way interfere with the prompt process for design, approval, and
renovation of the World Trade Center building, and construction of the ancillary building, upon a
signed Leasehold with the City of New Orleans/NOBC.
Development Plan Summary

Our plan is an approximately $220 million adaptive reuse of the 33-story, 670,000-square foot
property into a dynamic mixed-use destination project including:
Hotel Alessandra New Orleans 318-room luxury lifestyle hotel on floors six through 16,
plus an attractive new five-story structure on the south side of the property to provide valet
and parking space, a hotel loading/service area, Louisiana Maritime Museum offices, highceiling, 8,000-square foot, column-free ballroom, and a new 16,000-square foot hotel
pool/rooftop event and live music area overlooking the river.
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Upscale, contemporary 6,700-square foot, round, rotating cocktail lounge/dinner-only

venue on the 33rd floor with the citys best views, a high-profile chef and live music from
leading local musicians.
World Trade Center building distinctive ground floor seating area and wine bar (Grand
Foyer and Eads Wine Bar) and independent chef-driven restaurant with patio seating.
240 hotel-serviced luxury residential apartment rental units on floors 17 to 29, including a
diversified mix of spacious contemporary one- and two-bedroom units with high-end
finishes and spectacular views.
The new apartments above the hotel will enjoy modern, upscale residential amenities on the
fifth floor including an open-air roof deck with a spectacular pool, spa, state-of-the art
fitness center, and a large resident community party room and private cinema.
The new luxury apartments and amenities will set a new standard of excellence in New
Orleans, will cater to a wide upscale demographic and will contribute to the vitality and
strenght of the Riverfront by activating this neighborhood.
The new Louisiana Maritime Museum and Entergy mural walls will, remove the prevailing
decay and attract New Orleans residents to the citys center.
3. Development Schedule
First Six Months
Upon execution of the Developers Lease with NOBC, financing will commence IMMEDIATELY
with the infusion of capital to effect the milestones agreed to. Work will begin with the
cooperation of the City of New Orleans on abating and gutting all of the remaining floors, lead
paint remediation, environmental cleanup and signoff, refurbishing elevators, the motorized
revolving rooftop lounge, replacement of all exterior windows, mechanical, plumbing and
electrical core work, architectural and engineering drawings for fast track submission. Upon
approval, the installation of the exterior glass elevator from the ground level to the 30th floor hotel
lobby will commence destined to become instantly recognized as the Hotel Alessandra New
Orleans and Residences. Design Development will be ongoing. All work will be subject to National
Park Service approval.
Second Six Months
Interior work on all segments of the building will begin; Realtor Dorian Bennett will accept
residential lease reservations on a first come, first served basis. Two Canal Street Investors, Inc.
anticipates a 50% reservation list with deposits within sixty days of announcement, based on
previous experience. Some exterior building work and interior renovations will begin, based on
fast track approvals working with the City of New Orleans. Filings for the City and other
approvals to include valet drop off, construction permits, zoning, signage, etc.
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Third Six Months

Construction and renovation will be ongoing, with our professional Team Members working
closely with the City of New Orleans.
2017 Completion
Depending on the Citys response time to the Developers submissions and permit requests, it is
the Developers plan to complete the construction/renovation and open all phases by December
31, 2017.
NOBC Board of Directors and City Council approval of Leases, then:
Financial closing and start construction process by end of 2015
Complete construction by end of 2017
Grand opening in early 2018
Stabilization of operation in 2020 (Year three post construction)
Contingencies and Mitigation
Timely approval by NOBC and City Council, so that design and abatement can commence by May 1,
2015. This will ensure the historic tax credits are earned before sunset on December 31, 2017.
Historic Tax Credit Approvals National Park Service approves limited faade modification such
as window upgrades to utilize twenty-first century technology.
RTA approves access and public space modifications at the Ferry Terminal site. Access and
pedestrian license agreements for Spanish Plaza, Riverwalk and across the railroad tracks.
Timely issuance of permits.
PLEASE SEE FOLLOWING TABLE SHOWING ALL THE MAJOR CATEGORIES, INCLUDING
ABATEMENT AND DEMO/DESIGH/PERMITTING/FINANCIAL CLOSING/CONSTRUCTION/
RESIDENTIAL AND HOTEL OPENING AND STABILIZATION.
27
Task Name
PROJECT START
Construction Financing
Historic Tax Credit Approvals
Project Organization
Establish Project Controls
Procure Civil Engineer
Procure Architect
End of Phase
Ancillary Bldg Study Phase
Conceptual Arch Design and Site Plan
Entitlement Investigation
Water & Sewer Capacity/Flow Test/Survey
Utility Requirements (MEP to Review)
Data/Telephone Capacity (MEP to Review)
Public Road Requirements
On and Off-Site Easements
Fire Marshall Preliminary Review
End of Phase
Site Plan Design/Permitting
Preliminary Site Plan Design
Prepare/Submit for Plan Amendment
Obtain Concurrent Processing
Submit Final Site Plan
Govt Review
Post Submission Meeting/Resubmission
Fire Marshall Approval
Public Works/Space/Traffic Approval
Plan Amendment Review/Approval
Inserts
Approved Plan to Bonding
Meet Bond Conditions
Plan Release/Final Signature
End of Phase
Architectural Design/Permitting
Complete Schematic Design & Outline Specs
Approve Schematic Design
Complete Design Development Plans
Approve Design Development Plans
Complete Footings & Foundation Package
Complete 80% Construction Documents
Complete 100% Construction Documents
Approve Construction Documents
ID
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
28
0 days
165 days
180 days
1 day
1 day
1 day
1 day
0 days
85 days
20 days
45 days
30 days
75 days
75 days
45 days
30 days
60 days
0 days
90 days
179 days
51 days
40 days
2 days
20 days
20 days
46 days
27 days
20 days
7 days
14 days
14 days
7 days
0 days
259 days
60 days
9 days
60 days
5 days
30 days
44 days
30 days
5 days
Duration
Page 1
Fri 5/1/15
Fri 5/1/15
Fri 5/1/15
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Fri 5/1/15
Fri 5/1/15
Fri 5/1/15
Fri 5/1/15
Fri 5/1/15
Fri 5/1/15
Fri 5/1/15
Fri 5/15/15
Fri 5/15/15
Fri 5/15/15
Fri 5/15/15
Fri 5/15/15
Fri 5/29/15
Thu 8/27/15
Fri 5/29/15
Fri 5/1/15
Fri 5/1/15
Mon 7/13/15
Mon 9/7/15
Wed 9/9/15
Wed 10/7/15
Wed 11/4/15
Wed 11/4/15
Mon 7/13/15
Fri 5/1/15
Mon 8/10/15
Fri 8/28/15
Thu 9/17/15
Fri 9/25/15
Mon 5/4/15
Mon 5/4/15
Mon 7/27/15
Fri 8/7/15
Fri 10/30/15
Fri 10/30/15
Fri 11/6/15
Fri 11/6/15
Fri 12/18/15
Start
Thu 8/27/15
Thu 5/28/15
Thu 7/2/15
Thu 6/25/15
Thu 8/27/15
Thu 8/27/15
Thu 7/16/15
Thu 6/25/15
Thu 8/20/15
Thu 8/27/15
Thu 10/1/15
Wed 1/6/16
Fri 7/10/15
Fri 9/4/15
Tue 9/8/15
Tue 10/6/15
Tue 11/3/15
Wed 1/6/16
Thu 12/10/15
Fri 8/7/15
Mon 5/11/15
Thu 8/27/15
Wed 9/16/15
Fri 9/25/15
Fri 9/25/15
Thu 4/28/16
Fri 7/24/15
Thu 8/6/15
Thu 10/29/15
Thu 11/5/15
Thu 12/10/15
Wed 1/6/16
Thu 12/17/15
Thu 12/24/15
May 3, '15
F S S M T
Fri 5/1/15 5/1
Thu 12/17/15
Thu 1/7/16
0%
Fri 5/1/15
0%
Fri 5/1/15
0%
Fri 5/1/15
0%
Fri 5/1/15
5/1
Fri 5/1/15
Finish
W
0%
May 10, '15

S M T W
T
May 17, '

S M
Task Name
Submit Footings & Foundation Package

Obtain Footings & Foundation Permit
Obtain Building Permit
Bidding/Negotiating/Contracting Phase
End of Phase
Construction Phase
Clearing/Excavation
Demo and Abatement of 2 Canal
Renovation of 2 Canal
Roadwork
Footings & Foundation
Structure
Exterior
Roof
Elevators
Core Finishes
MEP
Road & Site Utilities
Base Building Turnover
Finalize work both 2 Canal and Ancillary bldg
Operations start
Stabilization
ID
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
29
34 days
30 days
90 days
45 days
0 days
1158 days
75 days
90 days
530 days
45 days
30 days
120 days
45 days
47 days
180 days
240 days
270 days
120 days
90 days
50 days
5 days
522 days
Duration
Page 2
Thu 1/7/16
Wed 2/24/16
Fri 12/25/15
Fri 12/25/15
Thu 2/25/16
Mon 7/27/15
Mon 9/28/15
Mon 7/27/15
Mon 11/30/15
Mon 1/11/16
Wed 4/6/16
Fri 5/13/16
Fri 8/5/16
Thu 9/29/16
Thu 8/25/16
Wed 8/24/16
Fri 8/5/16
Tue 3/21/17
Tue 6/13/17
Tue 10/17/17
Tue 12/26/17
Tue 1/2/18
Start
Tue 2/23/16
Tue 4/5/16
Thu 4/28/16
Thu 2/25/16
Thu 2/25/16
Wed 1/1/20
Fri 1/8/16
Fri 11/27/15
Fri 12/8/17
Fri 3/11/16
Tue 5/17/16
Thu 10/27/16
Thu 10/6/16
Mon 12/5/16
Thu 5/4/17
Wed 7/26/17
Thu 8/17/17
Mon 9/4/17
Mon 10/16/17
Mon 12/25/17
Mon 1/1/18
Wed 1/1/20
Finish
F
May 3, '15
S M T
W
May 10, '15

S M T W
T
May 17, '

S M
4. Generation of Maximum Benefits

As demonstrated in Section D.1. (Capital Structure), our plans are well though out to
maximize financial benefits to the City. Two Canal Street Investors, Inc.s proposal is to
maximize capital to the City of New Orleans by developing a five-star, luxurious hotel and
residence apartments, restaurants, and entertainment in the City of New Orleans.
Likewise, recognizing the importance of public use and incorporation of the Mississippi
Riverfront, Two Canal Street Investors, Inc. and its team of dedicated professionals and
partners have taken the time and effort to properly consider and to proffer public benefits
for the World Trade Center site.
We believe that our extraordinary thinking outside and inside the buildings envelope and
our collective efforts over the past two years will demonstrate commitment to the
synergistic relationship required between the luxury and public use requirement necessary
to make this adaptive reuse development a long-term financial and creative success for the
City of New Orleans, as well as others affected by and who hold a stake in the success of this
focal project.
We believe the most prominent and dominant location in the City demands the best and
most characterful that can be created in every one of the categories of hotels, restaurants,
residences and lagniappe. We believe that a review of Section D.1. (Capital Structure) will
give evidence to the financial and economic benefits each component of our redevelopment
plan will produce to the City.
Social and Community Benefits

Our plans for subject site of this response to RFP No. 8975-01775 also offer fresh and
invigorating impressions, and a concrete plan of action, for the areas surrounding 2 Canal
Street, so this Riverfront area has a cohesive composition and character for both visitors
and the local community:
1. Two Canal Street Investors, Inc. is working closely with the RTA to produce a
creative and memorable Louisiana Maritime Museum attraction in a new
pedestrian Canal Street Ferry Terminal building. This planned utilization will
help reinvigorate an area now diminishing the experience of this steeped-in-history
Riverfront location. While the Ferry Terminal will attract tourists for a pleasure ride
on the Mississippi River it is also important to serve local commuters between
Algiers and Canal Street. The new Terminal and Museum will become a joy to pass
through, rather than just a function, increasing and enhancing public use.
2. The Louisiana Maritime Museum of approximately 10,000 square feet and
developed as an expansion of the Ferry Terminal will celebrate the maritime history
of this special part of the historic Mississippi Rivers navigable waters. Louisianas
coastal waters are like no other in the world. The Maritime Museum with rotating
attractions will bring history and maritime education to the general public. The
30
Museum will connect the public use into the Spanish Plaza and the Mississippi River.
This marks the return of the original Maritime Museum of Louisiana to this location
as well as the return of many of the original museum artifacts to New Orleans, which
are now on display at the USS Kidd in Baton Rouge.
3. Two Canal Street Investors, Inc. will research the feasibility of the strategic
placement of interesting historic and/or unusual boats used on the Mississippi
River and in coastal Louisiana. Exhibit boats would be a powerful attraction to
bring people to Spanish Plaza, Woldenberg Park, Riverwalk, and the Mississippi
Riverfront. Two Canal Street Investors, Inc. believes these vessels would help unite
all the elements of the Riverfront at this strategic location in the city.
4. The upgrade of the Spanish Plaza Fountain, which we propose to do in conjunction
with Riverwalks Howard Hughes Corporation, (the lessee that controls Spanish
Plaza), will be an engaging attraction. We believe that the fountain should be
returned to a prominence it enjoyed when it was new, and when there were not
many other fountains of such consequence in the country.
Two Canal Street Investors, Inc.s various consultants reached out to secure a
cooperative agreement with the World Trade Centers neighbor Spanish Plaza
leased by the Howard Hughes Corporation.
There were several discussions with CEO David Weintraub who referred us to Mr.
Mark Bulmash, Senior Vice President Development for the Howard Hughes
Corporation.
Mr Bulmash indicated that the Howard Hughes Corporation was deeply involved
with one of the other finalists for the RFP but, in the event that Two Canal Street
Investors, Inc. were to become the lessee of the World Trade Center building,
Howard Hughes Corporation would be very interested in discussing our plans for
improvement of the Spanish Plaza and upgrading the water fountain. They would
support increased public use down to the riverfront.
5. The Wonder Mural Wall, which will encircle the Entergy station occupying one
whole block of prime space, will be a new attraction that shouts New Orleans.
31
6. Return of the World Trade Center New Orleans to its historical home at the
World Trade Center building is worthy in itself, and will concentrate an
understanding and appreciation for the dominant place New Orleans has played in
world trade, and continues to play to this day. The saving of this famed but
mothballed twentieth-century building from demolition was of critical significance,
as evidenced by its designation on the National Register of Historical Buildings. But
the return of the organization that was the dominant force of the buildings purpose
is of equal significance. By facilitating the World Trade Center New Orleans to return
to its roots, Two Canal Street Investors, Inc. shines a bright light on the continued
significance of New Orleans as a center of world trade.
7. Placement of a carriage stop and turnabout circle on the north side of the World
Trade Center will immediately imbue the area with distinctive new character and
provide a unifying element between the Vieux Carr, 2 Canal Street and Spanish
Plaza. The carriage ride station activity will provide a traditional, unique experience.
This popular activity will be a second, though smaller, launching post for carriage
rides which locals always appreciate both for themselves as well as tourists to New
Orleans.
8. Two Canal Street Investors, Inc. will provide a grant of nearly a half million dollars
to the Lester E. Kabacoff School of Hotel, Restaurant & Tourism Administration at
the University of New Orleans to construct a new Wine Laboratory. Additionally,
Hotel Alessandra New Orleans will co-develop an intern program with the
Kabacoff School and employ UNO students each semester and summer in a
structured learning program at the hotel.
Economic Benefits
Pre-Construction will begin on May 1, 2015 and Construction will continue through
December 31, 2017. During this time we estimate that between 800 and 1,000 jobs will be
created. While it is possible that those who are on the job in early months go away and are
not there in peak months, it is not really that likely. We estimate an additional 20% over
peak to pick up jobs that may have come and gone by and after peak. Assuming in the
course of 18 months that 20% of the total peak per trade have come and gone and are not
included in the peak value, the 835-person peak manpower would increase to 1,000.
32
A large number of permanent jobs will result from operating Hotel Alessandra New Orleans
and Residences as well as the Maritime Museum and restaurant tenant.
Hotel Operations
Hotel Restaurant
Banquet/Catering
Valet
Spa
Jazz Club
Tenant Restaurant
LA Maritime Museum
190 FTE
50 FTE
40 FTE
25 FTE
15 FTE
35 FTE
50 FTE
60 FTE
This results in approximately 465 total Full Time Equivalent employees. At an average
annual blended wage of $30,000, total annual payroll not including benefits would be
approximately $14 million. This number does not include the additional employment
resulting from the new carriage stand and the hundreds of vendors who will service these
facilities.
33
34
5. Services, Amenities, Parking and Access

(NOTE: PHOTOS IN THIS SECTION ARE OF EXISTING VALENCIA GROUP HOTELS)
Guest Rooms
Hotel Alessandra New Orleans will be a 318-room luxury hotel. Guestrooms will be large
and well appointed with high ceilings and ceiling to floor windows providing breathtaking
views of the Mississippi River and the City of New Orleans. These rooms will average nearly
500 square feet, not including the two Presidential suites. The room breakdown is as
follows:
Levels 6-16
Levels 6-16
Level 31
Level 31
143 Standard Guestrooms ranging from 404 to 472 sq. ft.

176 Deluxe Guestrooms ranging from 492 to 596 sq. ft.
8 Junior Suites ranging from 630 to 706 sq. ft.
2 Presidential Suites of approximately 2,400 sq. ft.
Each room will embrace the New Orleans
culture in a contemporary vernacular.
The designer we will use is Lauren Rottet
and her Rottet Studios who designed the
renovation of our Hotel Valencia Santana
Row in San Jose, California and is
designing both the renovation of Hotel
Valencia Riverwalk in San Antonio, Texas
and our under-construction Hotel
Alessandra Houston. Her qualifications
are presented in Exhibit VIII at the end of
this RFP Response.
While the exact design is not yet known we do know the standard that the design will be
held to. Subtle but elegant design touches will remind guests that they are in New Orleans,
not South Beach or Chicago. Floors will be of wood or other high quality material with
luxurious and unique carpet or rugs adjacent to the bed. Art in the room will be original
and, while reflecting the culture of the Crescent City, will avoid touristy clichs. Fresh
flowers will be common.
Beds will feature pillow-top and memory-foam mattresses and have custom designed
headboards. Guests will enjoy Frette sheets of Egyptian cotton. While the default pillow
will be of goose down, a choice of pillow fills such as silk, wool, cashmere, premium foams
or latex will be available. Lights under the nightstands will illuminate a guests way
automatically as he or she steps out of bed.
Illuminated walk-in closets with drawers, shelves and premium hangers of wood and satin
will be in every room. Closets will have two comfortable robes, slippers and a large
umbrella. Room lighting will be dimmable at a touch. In addition to a desk and desk chair,
35
each room will have a sofa and coffee table. Honor bars will be provided stocked with such
items as Sazerac Rye Whiskey, Creole Bloody Mary mix, Abita and other local craft beers as
well as the more common premium brands.
For technology, the rooms will be
equipped with digital thermostats,
cordless phones, electronic safes, and
extremely wide bandwidth for
effortless
internet
connections.
Todays affluent guest travels with all
of the wireless appliances that he or
she needs and wants to know there is
enough bandwidth to operate as many
devices as wanted without a hitch.
Internet connections will be free. A
Hotel Alessandra app will be
downloadable which will give the
guest access to all of the hotels services and amenities. While printed room service menus
will be available, guests will have the ability to review the menus of any food outlet in the
hotel and order it or make reservations with the app.
Electrical outlets will be easily available above or next to the desk, at each nightstand for
convenience. Reading lights will be installed either in the ceiling over the bed or the
headboard with intuitive controls near each nightstand. A digital, high fidelity clock radio
will be provided in each room. Large flat-panel ultra high definition televisions with
attached Bluray players will be standard. A Bluray library will be available.
Bathrooms will be large and well lit.
Each room will have a large soaking
tub with a hand held sprayer and a
separate enclosed shower with body
jets and rain shower. There will be an
upscale toilet with two flushing
function in an enclosed space. Two
sinks with ample counter space will be
provided.
Generous
sized,
heavyweight plush high-absorbency
cotton bath sheets and towels will be
provided. Very upscale, ample sized,
brand name toiletries including, at a
minimum: soap, shampoo, conditioner, body lotion, mouthwash, shower cap, sewing kit,
etc. In addition to the large mirror behind the vanity, a large lit magnifying mirror will be
provided along with a digital bathroom scale.
36
Nightly turndown service will include filling the ice bucket with fresh ice. Occasionally
small and surprising gifts will be left during turndown. Custom personal services such as
one-hour pressing, shoe shine and tailoring or alterations will be available.
Two separate Presidential suites on the 31st floor will host performing artists and heads of
state in New Orleans style. Each will have two bedrooms, large dining room table and a
service kitchen. Additional smaller suites will be available on the floor to accommodate
security staff and other members of the guests entourage. As additional security, the suite
floor will only be accessible by a separate elevator from the lobby.
Public Space
Guests will arrive at a well-designed door on
the south side of the hotel. They will be greeted
by a uniformed valet and assisted by one or
more bellmen. Once inside a dramatic ground
floor lobby they will be escorted to a glass
elevator that will take them non-stop to the
lobby on the 30th floor. Exiting the elevator
they will cross the small distance to the front
desk that is backed up to a expansive glass wall
that overlooks the French Quarter and the
Mississippi River. Ample seating areas will
provide space for quiet coffee or cocktails. In
the afternoons formal tea will be served.
Once checked in, which can be accomplished by
app for those who prefer a high-tech method,
they would proceed down to their room. On the
same level nearby would be the distinctive
club, with the feel and some of the artifacts
from the original operation on this floor when
the building was the home to the World Trade
Center. Live entertainment will be provided in
the lounge Wednesdays through Saturdays, or
more often as demand requires. The club may feature an oyster bar providing New Orleans
themed appetizers and bar food.
Just beyond the club would be the
casual fine-dining restaurant. The
restaurant will be a chef-managed,
high-end venue that embraces New
Orleans cuisine in a respectful but fun
way. Service will be prompt and
anticipatory but not formal or stuffy.
Great food, great service, great views
and a great time will be hallmarks of
the restaurant and bar operation.
37
The 30th floor lobby will also have a gift shop and a professionally staffed business center
with express shipping and the latest business technology. Guests will have access to a
professional concierge at a desk in the lobby. The concierge will not only arrange
restaurant reservations and tickets to attractions and events but will also curate special
behind the scenes tours of locations and events that are not generally available to the
public.
Meetings space will include an elegant 8,000-square foot ballroom with protruding ceiling
to floor glass walls on the west side facing Harrahs Casino and on the east end overlooking
the Mississippi River. Blackout drapes will darken the room when required for audio-visual
presentations. Escalators will allow easy flow from the ground floor drop off area.
Meeting facilities will include 7,500 square feet of flexible breakout space on the third floor
and an additional 8,200 square feet of executive conference center quality space including
ergonomic chairs on the fourth floor. Custom conference services will be available to all
meeting planners. The fourth floor will also house the offices of the World Trade Center of
New Orleans.
On the roof of the ballroom will be a deck
that will have a negative-edge pool on the
east side as well as a lap pool for more
serious swimmers. Landscaping, fire and
water features as well as a fashionable bar
and restaurant will create a welcoming
venue for socializing and people watching.
Cabanas and sun shelters will make this a
comfortable place to relax for much of the
year.
This deck will connect at the fifth level with
a fitness facility and luxury spa. This level will also house a party room and theater for use
by apartment residents.
Alessandra Residences
The Alessandra Residences offer luxury high-rise apartment homes in the heart of New
Orleans. Ranging from floors 17 through 39, residents will enjoy breathtaking views, high
ceilings, granite countertops in kitchen and baths, open kitchens with island bar areas,
stainless steel appliances including side-by-side refrigerators, iPod docking stations and
built-in speakers, wood and tile flooring, custom track lighting, computer nooks and work
desks and garden tubs. Interior corridors are styled with local art and soothing music. An
expansive outdoor deck offers a large negative-edge saltwater pool as well as a lap pool.
You can enjoy sunsets on the terrace sundeck or kick back in the residents-only sports
lounge and Internet caf.
38
Because the residences share the World Trade Center Building with the luxurious Hotel
Alessandra New Orleans, apartment residents will have access to a cutting edge 24-hour
fitness center, world-class spa, and hotel services such as housekeeping, room service and
concierge service as well as preferred reservations in all of the hotels venues including a
jazz lounge on the 33rd floor to be headlined by Kermit Ruffins.
Motor Court and Parking

This five-star hotel and residential building requires a well-functioning motor court
entrance to accommodate residents and visitors. Traffic jams or long waits in line would
inconvenience patrons and other vehicular traffic and pedestrians along this main avenue.
Therefore, Two Canal Street Investors, Inc. will construct a covered motor court adjacent to
the subject property on the current lawn on the Hilton Hotel (south) side. In this way,
arriving hotel guests and residents or those using valet services will have adequate room.
This roofed component will also provide protection from the elements.
Parking requirements for this
five-star hotel and residential
redevelopment plan will be
provided under the proposed
NOBC Lease for market-rate
parking in the buildings
original parking structure
adjacent to the Hilton Hotel.
Handicapped spaces and checkin parking spaces on ground
level at the parking court will
also be provided for the hotel
and residences. Above the
motor court would be the
offices of the Louisiana
Maritime Museum and above
that an 8,000-square foot highceilinged ballroom, connected to
the World Trade Center building at the third level. The ballroom would have glass walls on
west side (Canal Street) and east side (Mississippi River) providing views not available in
competing venues. The top floor will feature negative-edge and lap pools, as well as
outdoor social and recreational space overlooking the City and Riverfront.
Service vehicles will continue to use the south service entry to the existing loading docks.
It is anticipated that two docks and one trash compactor will adequately service the
project.
Please see suggested amendments to the Parking Lease (Exhibit II). We will operate the
garage at market rates. The number of spaces we lease will be equal to the required
number of spaces per local regulations. If the proposed changes currently in from of City
39
Hall are approved, our allotment of spaces will decrease to conform to the new regulations.
We will provide valet service from the ground level of the new adjacent building. The valet
will use the space as a staging area for apartment tenants and guests of the museum, hotel
and restaurants.
6. Operational and Management

Recent research has identified a number of characteristics about modern hotel consumers:
They do not trust corporations;

They are not brand loyal if they have one frequent traveler card, they have four or
more;
They get all of their information from the internet; and
They do not trust published ratings such as AAA but do trust peer-review websites
like Yelp, TripAdvisor and Zagat.
With an increasing number of user-generated reviews and people reading and acting on
them, the impact of the guest experience (guest satisfaction and dissatisfaction) directly
impacts hotel selection and, consequently, has a quicker economic impact. The guest
experience has never mattered more.
Valencia Group personnel are experts in positioning, selling and marketing independent
hotels. We have our own booking engine and call center, outperforming the legacy brands
in the markets where we compete while reducing or eliminating costly third party
transaction and reservation fees. Creating a memorable guest experience is part of the
fabric of our culture. Every employee is empowered to impact the guest experience from
the front desk clerk, to the property engineer, to the hotel PBX operator.
40
Hotel Sorella CityCentre, Houston

Guest experience is so important to Valencia that we query our guests by email while they
are still in the hotel to inquire about whether there is anything we can do to improve their
stay. All hotel managers seek comments from their guests, but it is the rare few that care
enough to improve the guests experience before he or she leaves the property. Hotel staff
respond immediately to guest comments. The general manager, if not already involved,
reviews all comments at least daily. Valencias EVP Operations reviews comments at least
weekly and all comments (positive and negative) are sent to Valencias other principals
weekly. This approach results in Valencias hotels having some of the highest guest
satisfaction in the industry.
Website Development :
Valencia Group has partnered with Vizergy Digital Travel Marketing. Vizergy is a fullservice hospitality digital marketing firm with a diverse group of independent boutique
hospitality and technology professionals. Vizergy provides a scalable formula for success
leveraging technology and an understanding of Valencia Group and our customers. This indepth knowledge assists Valencia in out-performing the competition and driving increased
direct revenue. Utilizing a proven web management platform and a full scope of digital
marketing services the Valencia and Vizergy partnership is strategic in determining digital
marketing both currently and for the future. We have a centralized, unique, long-term, oneon-one relationship with a dedicated Vizergy Strategic Account Services team allowing
Valencia Group to maximize online marketing and revenues through collaboration and
strategic thinking across all brands.
41
Valencia Group websites are award winning within the web development and marketing
community. While look, feel and design are critically important, Valencia Group websites
are designed and developed for conversion, reach, visibility, ranking and functionality for
the user. Our goal is to drive business to our own web-booking engine that has a
reservation cost of only $200 per month and no third party transaction fees.
Hotel Valencia Santana Row, San Jose, California

New sites are being built in responsive design that enables the site to be viewed
dynamically across all platforms, from desktop, tablet and mobile. The Vizergy Content
Management System (CMS) provides us the capability and ease to update website content
42
to stay relevant and current without the expense of paying a third party. Located in the web
management platform, Valencia Group not only can access the CMS, we have access to
reporting that enables us to track our results by service such as Search Engine
Optimization (SEO), Pay Per Click (PPC) and more. Through Adobe Site Catalyst, Valencia
and Vizergy can take a deep dive into the data focusing by hotel to deliver success metrics.
We established key strategic partnerships and we pride ourselves on being an expert in
this realm. We are able to drive up to 40% of our business through our own website and
booking engine. We avoid commissions, third-party fees, Global Distribution System (GDS)
transaction fees, etc. with every reservation that we create and capture.
Valencia Group websites are award winning! Awards that we have received within the last
five years include:
2014 W3 Silver Award Custom Mobile Website, Lone Star Court

2013 Adrian Awards Silver Digital Marketing Excellence, Valencia Group
Portfolio
2011 Gold Magellan Award Hotels & Resorts Web Marketing & Advertising, Hotel
Valencia Santana Row
2011 Travel Weekly Gold Magellan Award Valencia Group Search Engine
Marketing Campaigns
2010 Davey Awards Silver Valencia Group
2010 W3 Award Hotel Valencia Riverwalk
2009 Adrian Awards Bronze Hotel Valencia Riverwalk
2009 Summit International Awards Bronze Hotel Valencia Santana Row
Search Engine Optimization involves short-term, mid-term, and long-term sustainable

strategies to gain visibility in a highly competitive arena. SEO requires constant monitoring
and optimization throughout the year to drive traffic and revenue through natural
search. Our strategic partnership with Vizergy allows us to adjust to changes in algorithms,
keyword traffic sources, social media and emerging trends.
Vizergy assists us with the hotels Pay Per Click campaign. PPC strategies include:
keyword traffic research
visibility
growth of revenues
campaign optimization on a monthly basis
Our PPC advertising campaigns perform at a return on ad spend from 1187% to 2449%.
Through our partnership with Vizergy we collaborate, review, and determine future digital
marketing direction through the latest technology with transparent trackable results.
Central Reservations Office
The effectiveness of our people is greatly enhanced by our investment in systems and
infrastructure. Valencia has its own Central Reservations Office (CRO) based in San
Antonio, Texas where labor cost is effective, reliable and plentiful. This CRO has operated
since the first Valencia Hotel in 2003. It operates 24 hours per day, 365 days a year. The
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CRO significantly reduces operating costs of Valencia-managed hotels and allows hotel
employees to focus on the number one priority of enhancing the guest experience.
Our state-of-the-art CRO phone system will recognize calls from Hotel Alessandra New
Orleans and the agents will customize the guest experience to the location of the property.
The transfer will be seamless to the hotels guests. In 2013 and 2014 35% of our rooms
revenue was generated by our CRO. Valencia Group also offers Live Chat on our websites.
Online Travel Agents
Because of the strength of our CRO and website booking engine, unlike many independent
operators, we are not dependent on Online Travel Agents (OTA) such as Expedia.com or
Hotels.com. In 2014 the following percent of total occupied rooms was generated by OTAs.
6.2% - Hotel Sorella CityCentre, Houston, TX

5.2 - Hotel Valencia Santana Row, San Jose, CA
24.2% - Hotel Valencia Riverwalk, San Antonio, TX
18.2% - Hotel Sorella Country Club Plaza, Kansas City, MO (opened Nov. 2014)
The higher percentage of OTA business for San Antonio reflects both the distressed nature
of this over-built market and the high percentage of leisure travel. Hotel Sorella Country
Club Plaza is in its first year of operation so the percent of OTA business will decline as it
reach stabilization in 2015. Since New Orleans is a largely a leisure market, it is still a very
robust destination. We would anticipate about 12% or less of our room nights to be
generated by OTAs.
Hotel Sorella Country Club Plaza, Kansas City, Missouri
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Leisure Business
In San Antonio, a significant leisure market, we generate a 129 RevPAR penetration index
against our competitive set.
One of the things that really sets us apart is our ability to attract leisure business in
predominantly corporate markets such as Houston and San Jose. Even though there are no
leisure attractions proximate to either hotel, on Fridays and Saturdays very challenging
periods in strong corporate markets we average 170 RevPAR penetration on weekends in
San Jose and 174 RevPAR penetration on weekends in Houston.
Lone Star Court, Austin, Texas

Restaurant and Bar Operations
We emphasize food and beverage operations in all of our properties. Rather than going on
about our awards and accolades [such as our Radio Milano restaurant at Hotel Sorella
CityCentre in Houston being rated number 7 in the top 10 best new restaurants of 2014], a
recent review will give you an objective insight into the impact our F&B has on our guests.
The following is a January 14, 2014 review by Angela Bond, a critic with Pitch Dining about
our Rosso restaurant in Hotel Sorella Country Club Plaza in Kansas City.
Rosso Finds a Brilliant New Color for Italian
Its been a long time since a Plaza restaurant justified its buzz. The sexy, inventive
new Italian establishment inside the new Hotel Sorella does and then some.
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Rosso (it means red in Italian) is a fresh, vibrant addition to the Country Club Plaza. The
seventh-floor restaurant is officially Italiano only during the evening, and even then,
executive chef Brian Archibald stresses that hes not turning out that countrys traditional
cuisine. I dont want people to think they can come here for a plate of scampi, he says.
For that, after all, you can still go elsewhere on the Plaza.
And I dont want scampi here anyway, not when I can have Archibalds starter of roaster
prawns, offered on a cloud of creamy herbed polenta. Better yet, I can eat more of the
wood-roasted prawns that come atop a dish of linguini tossed very discretely in fresh
basil pesto.
According to the menu, that latter dish isnt pesto linguini but Linguini (pesto-ish).
The menu has a tendency toward cuteness especially on the dessert list expressed
primarily with an abundance of quotation marks, as in a risotto verde that lists among its
ingredients green olive dirt). That sounds grating on paper, but when youre sitting in
this sleek but informal space, its just another sly detail in a very likable venue. Its far
less serious than youd expect from a place where the average dinner tab for two runs at
least a C-note.
Is Rosso worth the dough? Absolutely. The dining room done in shades of Pompeian
red and black with soft white upholstered furnishings is shiny and sophisticated and
inviting. And Archibalds culinary sensibility is as distinctive as that of the hot young
chefs in Westport or the Crossroads (other parts of town where scampi is, thankfully, off
the table).
The first night I dined here, I was seated at a table near the windows, which overlook not
the postcard-pretty Plaza but the winding stretch of Ward Parkway leading to the
neighborhoods western side. I found myself preferring that view, with flowing headlight
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ribbons replacing post-holiday Plaza lights and the strolling shoppers. Theres something
deliciously subversive in a room confident enough to face the wrong way.
This renegade quality extends to Archibalds spin on Italian favorites. The spaghetti and
meatball, for example, is made not with spaghetti but with the thicker, ropier bucatini
noodle and topped with a single, handball-size sphere of pork, veal and beef molded
around a center of meaty Bolognese sauce. At $28, its one of the least costly dishes on
the dinner menu, and its memorably satisfying. That goes as well for one of the better
starters, a big bowl of peppery wild-boar sausage smothered in a parmesan broth and
scattered over and around the lightest, most delicate pillows of gnocchi youll find in the
metro.
The menu isnt elaborate. There are just 10 entres, and only one of them, a risotto with
fresh asparagus and summary sweet peas, is meatless. But when Archibald scores, he
does so masterfully. Case in point, a gorgeous dish of succulent veal short ribs, braised
for six hours with blood-orange juice and lemon zest and served with a jumble of
pappardelle streamers, disarmingly dart from the evanescent blood-orange-butter sauce.
The ribs were so rich that I almost regretted having started the meal with a cup of
luscious cream soup made with parsnips, Granny Smith apples and chestnuts. Almost
more regrettable is that you cant have this nearly perfect soul as a main course with, say,
a few slices of nutty, crusty bread.
I made a separate trip to sample Rossos ruby-red beef carpaccio, sliced from Kansas
wagyu and arranged like flower petals around a pile of spicy arugula lightly dressed in
lemon juice and olive oil. Its not an inexpensive starter, but on the bitter night I ordered
it seated this time near the rooms glass-paned gas fireplace I felt that I deserved it.
(This room makes you feel a certain welcome entitlement. Own the feeling.)
I was certainly treated as if I deserved it. The service at Rosso is low-key but gracious
and observant. The restaurants manager, Dean Smith, knows his stuff: He was the
general manager at the legendary Starkers for years.
The dessert list at Rosso is unabashedly arty, centering on such dishes as open-fired
rosemary-mascarpone cheesecake and almond-butter cups made with burnt bananas. I
usually detest deconstructed sweets and smores about equally, but the smores and
berries here somehow won me over. If you think those ingredients dont really go
together, well, thats why you share. I liked nibbling on the desserts house-made honey
marshmallows and intensely flavored cinnamon malted ice cream, while m dining
companion gobbled up its pieces of dark chocolate and fresh berries.
As in all hotel dining rooms, Rosso wears a different daytime personality. The breakfast
menu is straightforward, and the lunch selections include somewhat smaller versions of a
few dinner items. Oddly, theres also a midday version of a blue-plate staple, the sloppy
Joe; this one, though, is made with lamb, pork, veal and beef poked into freshly baked
bread. I suppose, by now, I dont have to tell you that its called the sloppy Luigi or that
its terrific.
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Partners PMS, GDS

Valencia properties utilize the Pegasus platform for the GDS and would recommend an
interface for all reservation transactions with Opera. We believe that it is not necessary to
affiliate ourselves with soft brands (e.g. Autograph, Curio, Preferred, Small Luxury Hotels,
etc.). We have proven success stories. Hotel Sorella CityCentre, for example, opened as an
independent and utilized Pegasus as the GDS representation company. Sorella was number
one in their competitive set on the GDS within 12 months of opening. We believe that
business from the GDS is predominately negotiated accounts which are located in the
markets backyard. The Negotiated Sales Managers are very effective when using Valencia
Group tactics to move share.
Brand Loyalty Program
Our Brand Program is stay-driven and called the VVIP Program (Valencia VIP). After a
guest stays at any of our properties at least once they are eligible to opt into our program.
AVVIP member will receive these benefits:
Express Check-In
Personalized Welcome Amenity
Complimentary Room Night for Each Eight Paid Room Nights
Upgrades Based Upon Availability on Day of Arrival
Complimentary Gift Certificates
Annual Birthday Gift and Dining Credit
Priority Waitlist
Cooperative Marketing
All Valencia Group hotels participate in co-op marketing that covers some expenses of
marketing efforts. In 2012 we introduced to the Valencia Group website an additional page
called the Authentic Experience page. We also have a Valencia Group mobile-compatible
website. As we find opportunities to advertise in areas such as in-flight magazines such as
Southwest (in flight for Southwest Airlines) or American Way (American Airlines), all
hotels will be included. In 2014, Valencia Group was featured in USAirways in a two-page
spread in both the June and December issues. In the United Airlines issue of Rhapsody for
first and business class passengers, Valencia Group also placed an ad featuring all hotels.
Additionally, all properties participated in an in-flight Valencia Group video on American
Airlines in conjunction with Getaway Places TV that had exposure on their 777 and 757
aircraft in First and Business Class in October and November 2014.
Cooperative marketing covers the quarterly e-blasts sent to the entire database for
promotions of packages and special offerings. This expense also covers the light boxes that
appear on the website. Additionally, co-op marketing covers Pay Per Click internet
advertising managed by the e-Commerce Manager. Valencia Group has an agreement with
Sojern that serves up ads for the collection and individual hotels based on behavioral
targeting. All properties participate in a national program that secures placement in highend publications such as Cond Nast, Vanity Fair, New Yorker, and Architectural Digest in
various markets throughout the year. Cooperative Marketing and branding also creates and
promotes brand initiatives that support the brand such as National Gin Day with special
promotions in our unique bar environments and National Kiss and Make Up day for the
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perfect romantic stay at a Valencia Group hotel. In an effort to surround a cause and give
back to our community, Valencia Group hotels rallied behind promotions benefitting
American Cancer Society while offering fun packages and drink offers with a portion going
to American Cancer.
In 2014, Valencia Group placed the finishing touches on brand scents which are now in
spray and candles for the three brands with our specialty scents: Sevilla, Linobello, and
1952.
Cooperative dollars also support the group market segment across the brand through
participation in eblasts and advertisements with Plan Your Meetings and Smart Meetings.
Valencia Group recognizes the benefit of building relationships and advertising with our
own industry and making sure we are recognized as a market leader among our peers. We
advertise and run corporate profiles in: Hotel Business, HOTELS, and Hotel Management.
Because of these deep relationships, we have had recognition and exposure with
Hospitality Design featuring our VP of Branding & Design, Brandi Montgomery, a feature in
Leisure & Hospitality Magazine and a full feature of our President, Doyle Graham, Jr. in Hotel
Management Magazine. Mr. Graham was recognized as the Hotelier of the Year by the
Boutique & Lifestyle Lodging Association.
Management/Brand Corporate Support
Rooms
Supported by Executive Vice President Operations, Roy Kretschmer
Supported by Foster Burnett, Area Director of Operations
Valencia standards, policies and procedures are implemented and maintained
through weekly reporting audits and bi-annual, third-party comprehensive quality
and service shops
Food & Beverage
Supported by Executive Vice President Operations, Roy Kretschmer
Supported by regional Food & Beverage Director, Juan Flores, based in Houston
Menu design, costing and fresh food sourcing is coordinated by the Valencia
Corporate Chef. Although addressed in the purchasing section, it should be noted
that while supplies and collateral are typically volume-priced via Valencia Group
accounts, food is sourced for quality and freshness LOCALLY, and each property is
given the latitude necessary to seek and provide for the freshest product and
ingredients in each market.
Sales & Marketing
All Valencia Group branded hotels participate with Media Max Networks allowing us to
have full-page advertisements three times per year in particular markets in the well known
publications of:
Cond Nast Traveler
Architectural Digest
Vanity Fair
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This benefits all properties as being nationally recognized in key feeder cities and leverages
the Valencia Group brand as an operator of upscale lifestyle hotels.
From an electronic/e-marketing standpoint, Valencia Group sends quarterly e-blasts to the
entire database of Valencia Group promoting packages like Valentines Day, Book Smart,
summer deals and holiday packages. When appropriate opportunities are discovered in
other e-blasts offering promotions such as Five Star Alliance, Living Social, and Texas
Monthly.
In the sales teams across the brand, all Valencia Group hotels are sold and promoted during
trips through a company-wide fact sheet and face-to-face interaction. Examples of some of
these trips include: the Global Business Travel Association (GBTA) where Valencia Group
has a booth in conjunction with Utell our provider; Meeting Planners International (MPI);
Tour Connection to promote high-end entertainment groups and celebrities (see Where
Celebrities Stay in qualifications); and a Helms Briscoe Trade Fair.
From a group standpoint, there are many websites that Valencia Group has all of their
hotels participate in including the most widely-known, CVENT. Additionally, all of the
Valencia Group properties are a preferred partner with the third-party booking company,
Helms Briscoe. Each of the Valencia Group properties are strongly encouraged to partner
with their local CVB (Convention & Visitors Bureau) to make certain that the hotel sales
team is traveling with them to relevant feeder cities, appear on the CVB website, promote
specials and packages through the CVB website, and participate in the leisure and/or
marketing planner guides where applicable. John Keeling, Valencias Executive Vice
President, is on the Executive Committee of the Greater Houston Convention & Visitors
Bureau and is the Chairman of the Hotel & Lodging Association of Greater Houston.
Revenue Management
Our Corporate Revenue Management team drives the revenue management process,
however, it does not dictate pricing strategies. Inventories through various channels are
consolidated and managed centrally. Valencia Group utilizes consolidation inventory
management technology as efficient tools to streamline inventory changes quickly and
more cost effectively. Valencia Group also believes strongly in maximizing demand dates
through strong Minimum Length of Stay (MLOS) and Closed to Arrival (CTA) strategies to
dramatically improve shoulder dates while leveraging high-demand dates.
Overall higher revenue is the goal, not simply highest rate on a given day. We use an
innovative approach resulting in optimal revenues and market penetration. Our unique
approach to revenue management is to manage distribution and merchandising focusing
on a high level of market expertise with input from each propertys Director of Sales &
Marketing (DOSM) and the General Manager (GM), demand management, and
maximization by segment, channel and relationship. Valencia Group also believes in
driving revenue by understanding the dynamics of the market and not using a one-size-fitsall approach.
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Our Revenue Management process locally involves a weekly meeting with the following
agenda:
Review of previous week strategy and success/opportunities
Review of the Smith Travel Research (STR) report
30-day future competitive set rate and pressure date review
90-day pricing/MLOS/CTA strategies set day by day
365-day look performed once each month
The Revenue Management team consists of:
Corporate Director of Revenue, Wendy Norris
Corporate Director of Sales and Marketing, Nancy Alonzo
General Manager
Director of Sales & Marketing
Sales Team
Director of Operations
Revenue Manager
Front Office Manager
Group prospects are evaluated and Group Evaluation Models (GEMs) utilized to assess
overall revenue potential and potential displacement. Although a group rate may be lower
and displace potential higher-rated transient business, overall profits, long-term business
relationship, and other factors are considered to collectively determine strategy.
Social Media
Social media plays an important role on how we communicate and start dialogue with our
loyal guests and partners. Search engines like Google are often changing their algorithms
for SEO to weighing in Social Media engagement. It has been Valencia Groups goal to grow
our customer relationship through Social Media and build influence through:
Aligning our strategies and formulating tactics for immediate engagement, the goal
being long-term loyalty,
Adding followers and influencers across Social Media channels,
Blogging relevant, compelling news and information,
Social Media Marketing Plans with executable tactics, and
Sustained use of keywords identified in each market (SEO & SEM) in
posts/responses.
We also utilize tools that assist us in monitoring our brand and tracking mentions on sites
such as yelp.com, tripadvisor.com, expedia.com, etc.
Electronic Marketing
We currently partner with Digital Alchemy for the majority of our electronic marketing to
our guests. They are an industry leader in establishing eRelationships with guests. They
are a full-service Customer Relationship Manager (CRM) that provides all ecommunications such as confirmation, pre-stay, welcome, thank you, cancel, and comment
cards with filtering technology. They host our centralized database of opt-in permissionbased subscriber lists. Digital Alchemy along with the Director of Sales & Marketing, create
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customized, targeted, highly relevant offers and content. The DOSMs typically send out
offers in conjunction with the marketing plan during select periods throughout the year.
We typically see an average of 9400% return on our ad spend. Digital Alchemy integrates
with our Property Management System (PMS) that allows the hotels to send targeted offers
to select subscriber lists.
Public Relations
Valencia Group interviews and hires a Public Relations (PR) firm that is a strong and sound
partner in the communities where we operate properties. Hotel Alessandra New Orleans
would utilize a New Orleans-based public relations firm. We believe that the PR for our
hotels should come from the heart of the city. As a company, there are occasions when a
press release or media opportunities may arise for all properties in which a company-wide
release is shared. For sake of brand consistency, there are monthly PR calls when all PR
representatives gather on a call to discuss commonalities and areas of media opportunities.
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Hotel Valencia Riverwalk, San Atnonio

The distribution of press releases on PRWeb and Cision is handled by the Director of Brand
Marketing. PRWeb is a press release site and syndication of bloggers and traditional news
sources. For other press release distribution from the PR firms it is highly recommended
53
that everyone use CisionPoint that is a database of in depth media contacts where we are
able to sort and personalize releases. Press releases are uploaded on the Valencia Group
website in the press room for further exposure.
The Valencia Group press room was recently re-designed to accommodate the ever
growing needs of writers and bloggers as well as for easy access to our exposure. The page
now features the covers of publications on the site and ability to click on the magazine
which brings you to a pdf or article. Visitors can download images, logos, and request a
media visit all through the press room page.
Upon opening a property, we give PR a strong presence in telling the story for the right
positioning of the property and this is handled locally, regionally, and nationally. We find
that often our local strategies center around our design/architecture and our unique food
and beverage outlets, always promoting the Chefs in the hotels and hip and sophisticated
bar atmospheres with bloggers and travel writers. We continue to watch editorial
calendars for pitching of stories that make sense.
Human Resources
Each property has its own Human Resources department and Director, but is supported
and audited by our Corporate Director of Human Resources, Ericka Lemus (Certified
Human Resource Executive AHLA) on a quarterly basis.
Accounting & MIS
Valencia centralizes accounting functions in Houston under the direct supervision of
Valencias CFO. This centralized team results in greater efficiencies at the hotel and
consistent, timely (within 20 days) and reliable information to hotel management and
ownership. Further, the centralized accounting staff are cross-trained such that when an
employee is sick or goes on vacation, there is zero impact on hotel operations. Valenciamanaged hotels use Micros Fidelio and Opera, the gold standard, for property operations
and point of sale.
MIS is supported directly by our Corporate Director of Information Technology, James
Watts. James is an expert in Property Management Systems (PMS), Point of Sale (POS),
Microsoft, Apple, PPV, Telephone/Data infrastructure and maintenance.
Valencia Group properties use redundant database warehousing for their PMS systems.
Micros Fidelio has been our partner for 12 years, and our infrastructure is set up now so
that we can simply and quickly add a property to the portfolio in a matter of hours, not
weeks.
Purchasing & Procurement
Valencia Group has negotiated volume accounts for the entire property system with major
vendors to take best advantage of pricing. In some cases, Valencia Group participates in a
purchasing collective like AVENDRA if the pricing via that channel is actually better on a
case-by-case basis. Each property, however, does its own purchasing. As a company, while
many items and corporate brand collateral can be arranged and priced centrally,
properties are encouraged to embrace local vendors whenever possible and, provided that
54
the pricing is in line, to better support and participate in each community. As stated in the
Food & Beverage support section, food product and ingredients are sourced and purchased
locally to provide for the best and freshest possible.
Engineering
The Engineering function is supported by two corporate resources:
Valencias Executive Vice President Construction, Scott Williams, oversees our

existing property and development divisions in project management. Scott directs
and coordinates major property projects, capital preparedness and expenditures,
and review each property capital budget throughout the year.
Our Corporate Director of Engineering, Chris Roscoe, ensures that properties are
maintained and that each property has a customized preventative maintenance
program based on specific market and building systems that are different in each
location. Chriss job is to audit each propertys physical systems quarterly,
implement a customized property maintenance and daily checklist cyclical plan, and
physically inspect each property four times each year.
Pre-Opening & Technical Services

Pre-Opening planning and execution is overseen by Roy Kretschmer, Executive Vice
President Operations, who coordinates along with the Corporate Director of Brand
Marketing, Amy Trench. While this phase is overseen by Roy, he utilizes all of our corporate
resources to begin the marketing and sales effort, coordinate the Operating Supplies &
Equipment (OS&E) purchasing and installation, staffing, training, technology, reservation
system, and PMS set up.
Valencia offers a broad range of Technical Services ranging from initial concept and
construction to interior design, Furniture, Fixtures & Equipment (FF&E) selection and hotel
opening. Each Technical Services contract is suited to the specific hotel project depending
on the level of Valencia involvement.
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Hotel Alessandra Houston (Under Construction)
Why Hotel Alessandra?

Five hotel companies have made the short list as contenders to redevelop the 2 Canal Street
building. Each will make their case as to why they should be selected by the City of New
Orleans to enhance the offerings to both visitors and residents of the city. The following is
the case for Hotel Alessandra New Orleans, the highest level property in the Valencia
Groups very successful portfolio.
Brand
Attributes
Contemporary luxury unconstrained by brand

uniformity. Embraces local culture in a visceral way.
Comparable brands would include Rosewood Hotels
and Montage Hotels.
Four Seasons New Orleans
The world standard for travelers who prefer very

traditional and dependable luxury service. Comparable
brands would include Ritz-Carlton, Waldorf Astoria and
the Windsor Court.
Andaz by Hyatt
ber hip best describes this brand that appeals to

members of the creative class. Comparable brands
would include W Hotels by Starwood and the Morgans
Hotel Group.
56
Conrad by Hilton
This is Hiltons upscale corporate hotel. Comparable

brands would include JW Marriott and Westin by
Starwood. This would essentially be an expansion of the
Hilton New Orleans Riverside.
Godfrey Hotel
Industrial chic is how they describe themselves. Rooms

tend to be smaller with the emphasis being spending
time in the expansive and active public areas. Not
considered a luxury brand.
Each brand has a distinct point of view. Most are proven operators. Only the Godfrey is too
new to make an assessment of how they might operate or gain market acceptance.
Why Hotel Alessandra and not Four Seasons?
It is hard to discuss Four Seasons Hotels and Resorts without using superlatives. Four
Seasons is a Canadian international, five-star luxury management company. Travel +
Leisure magazine and Zagat Survey rank the hotel chains 98 properties among the top
luxury hotels worldwide. Readers of Cond Nast Traveler magazine have voted the
companys Golden Triangle property in northern Thailand as their favorite in the world for
three consecutive years. The company is lauded for having one of the lowest turnover rates
in the industry.
Four Seasons first hotel, the Four Seasons Motor Hotel, opened in Toronto in 1961.
Additional hotels followed in the United States. Upscale luxury did not become part of the
brand until the company expanded to London in 1970. In the 1990s Four Seasons and RitzCarlton began direct competition, with Ritz-Carlton emphasizing a uniform look while Four
Seasons emphasized local architecture and uniform service. Today, Four Seasons is
pursuing international expansion, primarily in Asia but also, recently, in Russia.
Valencia Groups hotels are widely recognized for their creativity and service quality. Roy
Kretschmer, Valencias Executive Vice President of Operations, came up through
management with both Marriott and Four Seasons. The service culture at Valencia would a
key reason why Valencia hotels are recognized as among the best in the world.
The Hotel Valencia properties in San Jose, California and San Antonio, Texas have been
included in the Cond Nast Gold List of the 510 best hotels in the world for five years in a
row. Hotel Sorella in Houston has been on that list for four years in a row and in 2014 was
named the best hotel in Texas and the Southwest with a score of 93.15. Its sister Hotel
Valencia Riverwalk in San Antonio with a score of 90.75 was named the fourth best hotel.
It should be pointed out that there are five Four Seasons hotels in Texas and the Southwest
(Austin, Dallas, and Houston, Texas; Scottsdale, Arizona; and Santa Fe, New Mexico). The
Four Seasons Austin was named the 10th best hotel with a score of 84.82 and the other four
Four Seasons hotels did not make the list.
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Oh, and employee turnover? Valencia Groups employee turnover is a third of industry
average as reported by the Department of Commerce, also achieving one of the lowest
turnover rates in the industry. Valencia is concentrating its expansion solely in the United
States.
One could argue that a Four Seasons hotels service level is higher than the Ritz-Carlton
New Orleans, the Waldorf-Astoria Roosevelt or the Windsor Court although you might get
some argument from these properties. Even so, a Four Seasons hotel in New Orleans would
merely be more of the same type of hotel that is already exemplified by these three luxury
properties. It adds nothing materially new to the New Orleans hotel inventory.
The three existing luxury hotels in New Orleans and the proposed Four Seasons offer
classic, traditional definitions of luxury. This is the luxury that baby boomers have
embraced and have made these brands very successful. It is a great experience but it may
not be as relevant to the up and coming generations of luxury travelers as it is to their
parents. Increasingly, younger travelers say 40 and below value experiences over
things. They want to be (pleasantly) surprised and challenged. They still want and will pay
for impeccable, anticipatory service customized to their wants and needs, but they are not
impressed and maybe a little irritated with formality. They do not trust brands and get
most or all of their information from the internet. Hotel Alessandra was created to appeal
squarely to this younger demographic. The interesting thing is that baby boomers find that
they like it too.
Couldnt Ritz-Carlton and Four Season become less formal and turn their backs on the
traditional service they have mastered? That is very dangerous for them. It is not in their
DNA and could adversely affect their relationship with their existing clientele. Where it has
been tried, it has not worked out well.
You should choose Hotel Alessandra New Orleans over Four Seasons because traditional
luxury is already well represented in the city and Hotel Alessandra New Orleans brings a
concept that is missing and will help to maintain the citys appeal as a destination to a new
and younger affluent demographic.
Why Hotel Alessandra and not Andaz by Hyatt?
Andaz is a Hindustani word (both Hindi and Urdu) meaning unique style. The Hyatt
brand most comparable to Ritz-Carlton and Four Seasons is the Park Hyatt. Andaz hotels
are higher-priced, not luxury, boutique style hotels comparable to W Hotels by Starwood.
Hyatt launched the Andaz brand in April of 2007. The first Andaz hotel was the Great
Eastern Hotel in London, followed by hotels in San Diego, West Hollywood, Shanghai and
New York City. Boutique style hotels are furnished in a themed, stylish and/or aspirational
manner.
Boutique hotels are often individual and focused on offering their services in a unique,
sometimes counterculture, environment. They typically have a modern design with a
quirky touch in keeping with its of-the-moment point of view. Dcor of a boutique hotel
runs toward sleek materials and stark palettes with bold color splashes. The original Ian
Schraeger-era hotels were an outgrowth of the nightclub and incorporated exotic touches
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more typical of clubs. Often a club was an integral part of the hotel, sometimes with long
waiting lines. The success of independent and small chains of boutique hotels prompted
multi-national hotel companies to try to establish their own brands to try and capture
market share. These hotels are usually targeted toward the creative class and are located
in locations, like the Andaz West Hollywood and Andaz 5th Avenue, frequented by actors,
artists, advertising and fashion executives and others characterized as being creative. The
most common urban locations for boutique hotels are New York City, Miami and Los
Angeles.
The 2 Canal Street building is a 50-year old, irreplaceable building visible from most of the
important visitor venues in New Orleans. Situated on the Mississippi River, it presents an
opportunity to create a hotel that embraces the culture of New Orleans in a meaningful
way. Boutique hotels have their place but, typically they should be located where the
narrow demographic they cater to is plentiful like New York, Miami or Los Angeles or be
small properties like the W Hotel French Quarter. The large W Hotel on Poydras was not
successful and was converted to the more conservative Mridien Hotel, a Starwood brand
like W.
Valencia Group does not develop and manage boutique hotels. Because of their attractive
contemporary design they are sometimes mistakenly referred to as boutique hotels, and
for that reason we include the word boutique in our Internet search parameters but not
in our promotional materials. We consider our hotels to be the twenty-first century
reinterpretation of the Grand Dame hotels of the 40s and 50s when hotels were owned
by hoteliers and not financial executives. Valencia seeks to recapture the originality of
these great hotels that has been largely lost in the big chain need for standardization.
When we refer to the Grand Dame hotels it does not mean that we are trying to be historic
or retro. Rather, we ask the question, If these great hotels of the past were built today,
what would they look like? These were the places where society met, the places to see and
be seen.
In New Orleans, we believe these hotels would look like Hotel Alessandra New Orleans
design forward enough to entice a younger demographic but not so in your face hip that
they turn off wealthy baby boomers, a broad demographic that embraces both the current
and future affluent traveler.
Why Hotel Alessandra and not Conrad by Hilton?
Conrad Hotels & Resorts is an international brand of luxury hotels and resorts operated by
Hilton Worldwide. Conrad was considered the luxury flagship brand in the Hilton family of
brands, named after the company founder Conrad Hilton, until being supplanted by the
Waldorf-Astoria Collection in 2006.
Barron Hilton, son of Conrad Hilton, founded Conrad Hotels, taking the name from that of
his father. Hilton Hotels was, at the time, a separate company from Hilton International and
was prohibited from operating hotels with the Hilton name outside the United States.
The newly named chain solved that problem. Hilton International had already started their
own chain of Vista Hotels within the United States, as they faced the same prohibition of
operating in the U.S. under the Hilton name. The first Conrad hotel, the Conrad Jupiters
59
Gold Coast in Australia, opened in 1985. When Hilton International was acquired by Hilton
Hotels in 2005, the need for the Vista and Conrad names disappeared. Vista was phased out
while the Conrad brand was retained as a luxury Hilton product.
The principal convention hotel in New Orleans is the Hilton New Orleans Riverside, nearly
adjacent to Two Canal Street. With 3,877 rooms, Hilton is very well represented in
downtown New Orleans:
Hilton New Orleans Riverside
Hilton St. Charles
Waldorf-Astoria Roosevelt
Embassy Suites Convention Center
DoubleTree New Orleans
Hampton Inn St. Charles
Hampton Inn & Suites
Hampton Inn & Suites
Homewood Suites
1,622 rooms
250 rooms
504 rooms
370 rooms
367 rooms
100 rooms
288 rooms
210 rooms
166 rooms
It is hard to see why downtown New Orleans needs another Hilton product. Even the
argument that New Orleans needs a luxury Hilton product fails, with the contribution made
by the Waldorf-Astoria Roosevelt Hotel. Not that Conrad should not be in New Orleans,
merely that making the historic 2 Canal Street building into a chain hotel would not
capitalize and the potential of the building. The new Conrad would, given its location and
affiliation, be merely an expansion of the Hilton New Orleans Riverside. If a Hilton
customer is looking for a Hilton product in New Orleans, even a luxury Hilton product, she
will have no problem finding one. The Conrad adds nothing new to the attractiveness of
New Orleans as a destination.
Why Hotel Alessandra and not the Godfrey Hotel?
The Godfrey Hotel brand is relatively new with only one existing property and another
under construction. The 221-room Godfrey Hotel Chicago opened in February of 2014 and
the 238-room Godfrey Hotel Boston will open in late 2015. Essentially the brand has
existed for about a year and has a track record from only one property. The Chicago
property describes itself as a four-star boutique hotel. It is best known for its rooftop bar
and most of the reviews of the property have favorably mentioned the bar. Rooftop bars
were a differentiator when they were first introduced. It has become almost mandatory
now for a boutique hotel to have a rooftop bar. The size of the hotels in Chicago and Boston
are probably about right for a boutique hotel. Any larger and they would become a group
house with a much different character.
In their proposal Oxford describes their project as a 516-room luxury lifestyle hotel. A 516room hotel would of necessity be a convention hotel. Further, their website describes the
Chicago property as a four-star hotel. It is quite unusual, and frankly risky, to have both a
four-star concept and a five-star concept with the same name. In their proposal they
indicate that they may affiliate with a national brand and their pro formas reflect the
franchise fees that they would incur should they adopt a national franchise.
60
This is a new and unseasoned concept that lacks the infrastructure of a true brand.
Valencia, in contrast, has its own call center and website booking engine and has for over
ten years. Valencia hotels are seasoned, successful and award winning properties. The first
three Valencia properties are all on the Cond Nast Gold List of the 510 best hotels in the
world and have been there for four or five consecutive years. Valencias newest hotel, Hotel
Sorella Country Club Plaza in Kansas City only a year old, was recently recognized by
Travel + Leisure magazine.
The Alessandra Residences

Monday Properties is a quality-driven owner-operator that manages each property with
professionalism, efficiency, and attention to detail. We encourage assertive collaboration
among operations, accounting, leasing and asset management personnel. This professional
environment ensures that tenant satisfaction and value creation are at the forefront of our
ongoing decision-making.
With an in-house team of management specialists overseeing every aspect of building
operationsfrom building engineering, maintenance, and security to accounting and
financial reportingMonday Properties investment partners benefit from our experience
and marketplace relationships. We are able to leverage economies of scale through
portfolio bidding and obtain better pricing through deep vendor relationships. Most
significantly, the free flow of information from on-site personnel to our senior management
team is essential to addressing immediate and long-term issues.
Monday Properties will commence managing and leasing the building 90 days in advance
of the building delivery, at which time an operating budget for the balance of the year will
be submitted to the Owner for approval. This operating budget, and subsequent operating
budgets, will outline the annual operating plan, including but not limited to, marketing,
pricing, absorption, occupancy, staffing, revenue, expenses, capital, and cash management,
as well as the numbers of units in the Project anticipated to be reserved and granted, at no
cost, to some, or all, of the management employees working at the Project in a management
and/or leasing capacity as a staffing inducement.
The Project will be positioned as an institutional grade, market rate multifamily residential
product consistent with the upper tiers of the competitive set in New Orleans, Louisiana
and targeting the immediate opportunity to provide housing for the regions rapidly
growing workforce.
Staffing Plan
A qualified and experienced leasing and management team will be assembled for the
Project. Monday Properties has an established team of professionals that are trained to
provide the Monday Properties Residential Experience to all current and potential
residents.
Monday Properties will also assign a transition specialist to the Project to assist with
transition coordination from the development phase to the opening and property
61
operation phase. This transition specialist will, among other things, be responsible for
setting up property management information systems, ordering all property management
office supplies, and preparing the property for opening.
Leasing Plan
A distinct marketing strategy and budget will be prepared for the Project, based on Monday
Properties leasing experience. Monday Properties will assign a marketing specialist to the
Project. The ultimate leasing plan will recommend the number of units to be used as
showcase models, however for a project this size it is expected one to two units may be
kept offline for a period a time to facilitate leasing. This strategy will be created in
collaboration with the Monday Properties Asset Manager, and Monday Properties
Marketing Manager. The marketing plan will reinforce a strong community brand, to help
attract a qualified demographic to the property. Monday Properties marketing services
will include, but not be limited to, website development, search engine optimization and
search engine marketing, print and collateral marketing, contracting at preferred rates
with the top three online marketing sources in New Orleans (ApartmentGuide.com,
Apartments.com and Rent.com), and LeaseStar and Craigslist postings. In addition, Monday
Properties will utilize its existing relationships, both locally and nationally, to foster an
outreach program for the Project.
The marketing strategy will be constructed to target local foot and Internet traffic to
generate a waitlist of prospective residents ready to move-in upon unit delivery. This
velocity will be a function of the delivery season.
Unit pricing strategy will be considered at three distinct construction stages: pre-delivery,
delivery, and post-delivery.
1. Pre-delivery Pricing Established for pre-leasing efforts based on evaluation of
the market survey and building floor plans. Consideration will be given to the
Project features and amenities based on plans and specifications.
2. Delivery Pricing Re-evaluated upon delivery when walkthrough and physical
review of unit attributes (i.e. finishes, views, corner units, balconies, etc.) can
occur.
3. Post-Delivery Pricing Ongoing evaluation commences once first leasing activity
occurs and continues through the life of the Project. For example, if a floor plan
reaches 90% potential occupancy and has less than a 10% exposure (vacant plus
unrented on notice), it would be an indication that such floor plan asking rent may
need to be increased.
In addition to our thorough market knowledge, our strong relationships with tenants and
real estate brokers are key to Monday Properties' leasing success. Brokers and tenants
know we honor our commitments, make fair deals, and respond to their specific needs. Our
success reflects our long-term horizon for building and sustaining relationships.
62
63
B. Project Design
64
65
SITE PLAN
1.
2.
3.
4.
5.
6.
2 Canal Street
Sculpture Feature
RTA Circle
Casino
Entergy Substation
Audubon Aquarium of the Americas
10
11
7.
8.
9.
10.
11.
12.
Louisiana Maritime Museum & Ferry Terminal

Pedestrian Ferry Landing
Existing Spanish Plaza
Riverwalk/Hilton Hotel
Riverwalk Entry Feature
Streetcar Stop
WTC NEW ORLEANS, LA
12
1" = 100'
NEW ORLEANS, LOUISIANA WWW.E-PEREZ.COM
PEREZ, A PROFESSIONAL CORPORATION
01/30/15
NORTH
66
MAIN FLOOR
LOADING
1398 SF
AUTO HOLDING
BOH
6999 SF
TRACKS
UP UP
H
S
RESTAURANT
6744 SF
CIRCULATION
1524 SF
HOTEL
LOBBY
1395 SF
WTC NEW ORLEANS, LA
RESIDENTIAL
LOBBY
1100 SF
TLT. TLT.
FEATURE
12
11
10
1/29/2015
1" = 30'
LEVEL 1
NORTH
RESTAURANT
RESIDENTIAL
AMMENITIES
LOADING
HOTEL LOBBY
CIRCULATION
BOH
DRAWING LEGEND
67
MUSEUM AND BOH
BOH
5761 SF
MECH / ELEC
LOUISIANA MARITIME
MUSEUM OFFICES
4500 SF
BOH
3396 SF
TLT. TLT.
UP
UPPER RESTAURANT
UP
H
S
CIRCULATION
UPPER RAIL WAY
UPPER LOBBY
WTC NEW ORLEANS, LA
RESTAURANT KITCHEN
BOH
4547 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 2
NORTH
MUSEUM
CIRCULATION
BOH
BAR/ RESTAURANT
DRAWING LEGEND
68
BALL
ROOM
7928 SF
BALL ROOM AND MEETING ROOMS
BOH
1715 SF
TERRACE
PRE-FUNCTION
3571 SF
BOH
1429 SF
S
BOH
90 SF
UP
MEETING
ROOM
2984 SF
MEETING
ROOM
2478 SF
BOH
224 SF
BOH
176 SF
PRE-FUNCTION
1526 SF
UP
CIRCULATION
4345 SF
WTC NEW ORLEANS, LA
PRE-FUNCTION
898 SF
PRE-FUNCTION
744 SF
TERRACE
MEETING
ROOM
2084 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 3
NORTH
PRE-FUNCTION
MEETING ROOM
CIRCULATION
BOH
BALL ROOM
DRAWING LEGEND
69
UPPER BALLROOM
BOH
BOH
579 SF
UPPER
BALLROOM
MECH
MEETING
ROOM
2474 SF
UP
BOH
230 SF
UP
MEETING
ROOM
3256 SF
OFFICES
3748 SF
BOH
246 SF
BOH
234 SF
BOH
327 SF
WTC NEW ORLEANS, LA
S
BOH
105 SF
MEETING
ROOM
2477 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 4
NORTH
PRE-FUNCTION
OFFICES
MEETING ROOM
CIRCULATION
BOH
BALL ROOM
DRAWING LEGEND
70
RIVER VIEWS
POOL
TERRACE
LAP POOL
TERRACE AND HOTEL SPA LEVEL
RAILING
CITY VIEWS
BAR
679 SF
BOH
FITNESS
1293 SF
SPA
SUPPORT
1123 SF
RESIDENTIAL
USE
4281 SF
UP
SPA
3886 SF
BOH
186 SF
BOH
269 SF
CIRCULATION
3887 SF
WTC NEW ORLEANS, LA
TLT.
TLT.
RESIDENTIAL
USE
3692 SF
12
11
10
NORTH
1/29/2015
1" = 30'
LEVEL 5
SPA SUPPORT
SPA
FITNESS
CIRCULATION
BOH
BAR
APARTMENT
DRAWING LEGEND
71
TYPICAL HOTEL GUEST ROOM FLOOR
GUEST
ROOM
483 SF
GUEST
ROOM
479 SF
GUEST
ROOM
534 SF
GUEST
ROOM
531 SF
GUEST
ROOM
522 SF
GUEST
ROOM
519 SF
GUEST
ROOM
437 SF
GUEST
ROOM
463 SF
GUEST
ROOM
557 SF
BOH
224 SF
GUEST
ROOM
423 SF
BOH
303 SF
GUEST
ROOM
564 SF
WTC NEW ORLEANS, LA
GUEST
ROOM
415 SF
GUEST
ROOM
437 SF
GUEST
ROOM
462 SF
GUEST
ROOM
557 SF
S
BOH
105 SF
GUEST
ROOM
564 SF
GUEST
ROOM
463 SF
GUEST
ROOM
425 SF
GUEST
ROOM
463 SF
GUEST
ROOM
437 SF
GUEST
ROOM
417 SF
GUEST
ROOM
437 SF
GUEST
ROOM
519 SF
GUEST
ROOM
519 SF
GUEST
ROOM
568 SF
GUEST
ROOM
568 SF
GUEST
ROOM
474 SF
GUEST
ROOM
474 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 6-16
NORTH
11 LEVELS @ 28 KEYS =
308 GUEST ROOMS
GUEST ROOM
BOH
DRAWING LEGEND
72
ALTERNATE HOTEL GUEST ROOM FLOOR
GUEST
ROOM
543 SF
GUEST
ROOM
541 SF
GUEST
ROOM
596 SF
GUEST
ROOM
500 SF
GUEST
GUEST ROOM
ROOM 497 SF
593 SF
GUEST
ROOM
415 SF
GUEST
ROOM
469 SF
GUEST
ROOM
520 SF
WTC NEW ORLEANS, LA
H
BOH
224 SF
GUEST
ROOM
439 SF
BOH
303 SF
GUEST
ROOM
527 SF
CIRCULATION
3982 SF
GUEST
ROOM
432 SF
GUEST
ROOM
411 SF
GUEST
ROOM
471 SF
GUEST
ROOM
521 SF
GUEST
ROOM
528 SF
GUEST
ROOM
471 SF
GUEST
ROOM
439 SF
GUEST
ROOM
471 SF
GUEST
ROOM
411 SF
GUEST
ROOM
432 SF
GUEST
ROOM
411 SF
S
BOH
105 SF
GUEST
ROOM
489 SF
GUEST
ROOM
497 SF
GUEST
ROOM
593 SF
GUEST
ROOM
593 SF
GUEST
ROOM
538 SF
GUEST
ROOM
538 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 6-16
NORTH
GUEST ROOM
11 LEVELS @ 28 KEYS =
308 GUEST ROOMS
CIRCULATION
BOH
DRAWING LEGEND
73
RESIDENTIAL APARTMENTS
APARTMENT
1228 SF
APARTMENT
1072 SF
APARTMENT
1073 SF
BOH
303 SF
APARTMENT
663 SF
BOH
224 SF
APARTMENT
649 SF
APARTMENT
675 SF
WTC NEW ORLEANS, LA
APARTMENT
1206 SF
APARTMENT
650 SF
APARTMENT
683 SF
CIRCULATION
3666 SF
APARTMENT
672 SF
APARTMENT
663 SF
APARTMENT
1206 SF
APARTMENT
683 SF
S
BOH
105 SF
APARTMENT
1074 SF
APARTMENT
1076 SF
APARTMENT
1207 SF
12
11
10
NORTH
1/29/2015
1" = 30'
LEVEL 17-29
(LEVEL 17 SHOWN)
CIRCULATION
BOH
APARTMENT
13 LEVELS @ 16 UNITS - 208 UNITS
DRAWING LEGEND
74
HOTEL MAIN LOBBY, CHECK IN,

RESTAURANT-KITCHEN
BOH
3353 SF
BOARD
ROOM
CIRCULATION
3573 SF
HOTEL
LOBBY
4034 SF
HOTEL RESTAURANT
4020 SF
UP
WTC NEW ORLEANS, LA
GIFT
SHOP
BAR
3450 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 30
NORTH
TERRACE
RESTAURANT
HOTEL USE
HOTEL LOBBY
CIRCULATION
BOH
BAR
DRAWING LEGEND
75
PRESIDENTIAL SUITE
GUEST
ROOM
643 SF
GUEST
ROOM
648 SF
GUEST
ROOM
684 SF
GUEST
ROOM
688 SF
MECH
PRESIDENTIAL
SUITE
2410 SF
UP
CIRCULATION
3667 SF
UP
GUEST
ROOM
697 SF
GUEST
ROOM
636 SF
EXISTING
MECHANICAL
GUEST
ROOM
686 SF
GUEST
ROOM
631 SF
MECH
MECH
WTC NEW ORLEANS, LA
BOH
PRESIDENTIAL
SUITE
2372 SF
12
11
10
1/29/2015
1" = 30'
LEVEL 31
NORTH
21,691 SF
14,844 SF
GROSS AREA
NET AREA
PRESIDENTIAL
SUITE
GUEST ROOM
CIRCULATION
BOH
DRAWING LEGEND
76
MECHANICAL EQUIPMENT
ROOF
MECH
COOLING
TOWER
UP
COOLING
TOWER
WTC NEW ORLEANS, LA
MECH
ROOF
12
11
10
1/29/2015
1" = 30'
LEVEL 32
NORTH
77
RESTAURANT / LOUNGE
JAZZ CLUB
6256 SF
UP
WTC NEW ORLEANS, LA
10
1/29/2015
1" = 30'
LEVEL 33
NORTH
JAZZ CLUB
DRAWING LEGEND
BUILDING SECTION
POYDRAS ST.
HILTON
HOTEL
LOADING
BOH
BOH
MUSEUM
BALLROOM
TERRACE / POOL
11 LEVELS
TYPICAL HOTEL GUEST ROOMS
13 LEVELS
TYPICAL APARTMENTS
11' - 6"
14' - 0" 11' - 6" 13' - 6"
78
13' - 8" 15' - 8"

MECH.
19' - 0"
SUITE
29
APARTMENTS
16
HOTEL GUEST ROOMS
WTC NEW ORLEANS, LA
LOBBY/ BAR / RESTAURANT / BOH
BOH
MEETING ROOM / OFFICES

MEETING ROOMS / PRE-FUNCTION
HOTEL GUEST ROOMS / SPA
10
11
12
13
14
15
17
APARTMENTS
18
19
20
21
22
23
24
25
26
27
28
30
31
MECH.
HOTEL LOBBY / RESTAURANT / BAR
32
MECH.
SUITE
33
JAZZ CLUB
CANAL ST.
1/29/2015
AQUARIUM
BUILDING SECTION
CASINO
CONVENTION
CENTER
BOULEVARD
11 LEVELS
TYPICAL HOTEL GUEST ROOMS
13 LEVELS
TYPICAL APARTMENTS
12' - 8"
13' - 8"
19' - 0"
11' - 6"
13' - 6" 11' - 6"11' - 6"
25' - 6"
79
SUITE
RAIL
WAY
16
HOTEL GUEST ROOMS
4
3
2
1
MEETING ROOMS / OFFICES

MEETING ROOMS / PRE-FUNCTION
BOH
WTC NEW ORLEANS, LA
BOH
HOTEL GUEST ROOMS / SPA
10
11
12
13
14
15
17
APARTMENTS
18
19
20
21
22
23
24
25
26
27
28
29
APARTMENTS
31
30
MECH.
MECH.
HOTEL LOBBY / RESTAURANT / BAR
LOBBY / BAR / RESTAURANT
SUITE
33
32
JAZZ CLUB
SPANISH PLAZA
1/29/2015
RIVER
80
North
1 SCALE:
1/32" = 1'-0"
REF:
H
F.9
F
F.1
Level 5
63' - 6"
Level 4
52' - 0"
Level 3
38' - 6"
Level 2
27' - 0"
Level 1
13' - 0"
West
2 SCALE:
1/32" = 1'-0"
REF:
66.1
6.97
8
10
11
12
Level 34
414' - 0"
Level 33
401' - 4"
WTC NEW ORLEANS, LA
Unnamed
1/29/2015
Level 5
63' - 6"
Level 4
52' - 0"
Level 3
38' - 6"
Level 2
27' - 0"
Level 1
13' - 0"
Level 30
353' - 0"
Level 29
339' - 6"
Level 30
353' - 0"
Level 29
339' - 6"
Level 32
385' - 7 5/8"
Level 31
372' - 0"
Level 32
385' - 7 5/8"
Level 31
372' - 0"
Level 34
414' - 0"
Level 33
401' - 4"
81
South
1 SCALE:
1/32" = 1'-0"
REF:
E
F.1
G
F.9
East
2 SCALE:
1/32" = 1'-0"
REF:
76.9
6.16
5
Level 34
414' - 0"
Level 33
401' - 4"
Level 5
63' - 6"
Level 4
52' - 0"
Level 3
38' - 6"
Level 2
27' - 0"
Level 1
13' - 0"
WTC NEW ORLEANS, LA
Level 5
63' - 6"
Level 4
52' - 0"
Level 3
38' - 6"
Level 2
27' - 0"
Level 1
13' - 0"
Level 30
353' - 0"
Level 29
339' - 6"
10
Level 30
353' - 0"
Level 29
339' - 6"
11
Level 32
385' - 7 5/8"
Level 31
372' - 0"
12
Level 32
385' - 7 5/8"
Level 31
372' - 0"
Level 34
414' - 0"
Level 33
401' - 4"
Unnamed
1/29/2015
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
ALLESANDRA HOTEL-FOR VALENCIA HOTELS
105
106
107
108
109
Off-Site Plans:
Entergy Substation Wonder Wall of Art
Two Canal Street Investors, Inc. proposes to create a Wonder Wall a smaller version
reminiscent of the 1984 New Orleans World Fair mural art on the existing concrete wall
surround that encloses the Entergy electrical substation. One square block of public art will
augment the New Orleans experience, and create a brand new tableau.
As pedestrians congregate around the World Trade Center, One Canal Place, the Ferry
Terminal building and Harrahs Casino, and as vehicular traffic drives past, they will see a
eye-catching new canvas of color, expression and culture in the muralized large concrete
panels surrounding the Entergy substation.
Two Canal Street Investors, Inc. proposes all 30 panels be decorated with murals,
commissioned by Two Canal Street Investors, Inc. and created by local artists: The Wonder
Wall! These murals will reflect the rich heritage, traditions and culture of New Orleans,
past, present and future. At night they will all be lit. Art representative of the people, places,
faces, events and culture of New Orleans may be static, or may be constantly evolving,
rotated biannually, or on some similar schedule. Two Canal Street Investors, Inc. will
provide funding to create the Wonder Wall mural art project.
As we approach the Tricentennial birthday party celebration, there is no shortage of art
concepts for thematic panel canvases. These mural art panels are located as shown on the
aerial photo below.
110
Placement of art panels depicting the life, history and culture of New Orleans
There are three large vehicular doors within the mix of these proposed murals, which could
coordinate with the artwork or be painted over to look like traditional New Orleans
wrought iron gates with overflowing garden vegetation.
111
Below are photos of the now-blank wall panels, the future Wonder Wall.
View from 2 Canal Street
View from Canal Street in front of Harrahs
112
View from Ferry Terminal entrance
113
The high-profile panel shown above faces directly into the high-traffic area where most
people pass by and where most commercial activities occur in the immediate area. This
wall could perhaps be rotated more often. Rotating art gives emerging local artists more
opportunity for exposure and expression, and enthuses the community at large. Art
experiences and interactions are uplifting and have a lingering impact. Creative expression
has the power to inspire, empower, connect and illuminate.
Blank Entergy wall panels
Mural Art Is Not a New Concept for New Orleans

Wall art is a part of New Orleans, and enriches the city. Below are examples:
114
In 2008, the Wyland Foundation completed the monumental goal of painting 100 life-size
public marine murals. These murals were painted in life-size dimensions to increase
appreciation and understanding for aquatic habitats and the life within. Perhaps, most
importantly, they have reshaped attitudes about marine life conservation. The completed
Whaling Wall campaign is one of the largest art-in-public-places projects in history,
spanning five continents, 13 countries, and 79 cities around the globe. WHALE NO. 69 is
located at the New Orleans Hilton Riverside Hotel on Poydras Street. It is 251 feet long by
66 feet high, and was dedicated May 3rd, 1997.
Mural art is not a new innovation for New Orleans. In fact, the following Times-Picayune
August 8, 2014 article shows a growing interest in this kind of city art as an enhancing
characteristic for New Orleans. Please note that the murals referenced below are publicly
115
funded, but our proposal is for Two Canal Street Investors, Inc. to privately fund these keysite murals.
The Arts Council of New Orleans

seeks muralists for Fat City project
By Doug MacCash, NOLA.com | The Times-Picayune

August 08, 2014
According to the Arts Council of New Orleans website, an organization called The Fat City
Friends and Mural Selection Committee has crossed parish lines to entrust ACNO with finding
artists to produce murals in the evolving suburban entertainment district.
As the ACNO call to artists explains: "The murals will be located on the highly visible walls of
restaurants, retail stores, residential locations and various other Fat City businesses spread
throughout the community. The murals, though not related by a common theme, will create a
visual identity that unifies the neighborhood, catches the attention of residents and visitors, and
inspires creative thought."
According to the ACNO website: "The project is being funded by Council District Tourism
Funds from Councilwoman Cynthia Lee-Sheng." Quinlan reported that the project budget is
$150,000.
Interested artists are instructed to contact the Arts Council and add their names to the list of
contenders. Note: There's only one week to apply, but the application process seems simple. As
the website stipulates:
"The Arts Council is currently compiling a list of potential mural artists from our Visual Artist
Registry and from the proposals already submitted to Fat City Friends through the initial RFQ
process. If you would like to be added to the list, please contact Morgana King by Aug. 15,
2014: mking@artscouncilofneworleans.org.
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Examples from the 1984 New Orleans World Fair Wonder Wall are more flamboyant than
the Entergy site calls for, but convey a sense of what can be:
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The art world, from aficionados and collectors to the famed International Miami-based Art
Basel and on are currently very enmeshed in street art. The storytelling style has surged
in popularity. Planned street art, such as the medium of display panels, is different from
unwanted graffiti.Below are exampled of recent New Orleans Street art, and more
traditional takes.
The Wonder Wall concept is subject to Two Canal Street Investors, Inc. obtaining the
requisite approvals from the City of New Orleans/NOBC, Downtown Development District
and any other agencies as required. Two Canal Street Investors, Inc. would likely use the
talents of Jonathan Ferrara, owner of Jonathan Ferrara Gallery to curate the artists for the
wall murals. His resume follows:
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JONATHAN FERRARA of Jonathan Ferrara Gallery

Jonathan Ferrara is a New Orleans artist, gallery owner, community activist
and arts entrepreneur. His eponymous gallery exhibits cutting edge works of art by
local, national and international artists including paintings, sculpture, glass, metal works,
mixed media, video and installation art. Exhibitions he has produced have been
featured in The New York Times, Time magazine, NPR, the Associated Press, Art In
America, ARTPAPERS, ART News, ELLE Magazine, The Art Newspaper, and on
ABCs Good Morning America and in numerous local and regional publications.
In 1995, he co-founded and built the artist collective Positive Space on Lower
Magazine Street in New Orleans where he was gallery owner, director, artist and
publicist. In April 1996, he co-founded (and has produced and curated ever since) The
Annual No Dead Artists International Juried Exhibition of Contemporary Art that gives a
voice and venue to emerging artists. In September 1996, he produced the first Guns
In The Hands Of Artists exhibition and in the fall of 2014, he produced the second
iteration of this groundbreaking exhibition that drew over 10,000 visitors in three
months.
In June of 1999, Ferrara teamed up with Dr. Vince Morelli to found ARTDOCS
(Artists Receiving Treatment Doctors Offering Crucial Services) a non-profit medical
program for artists without health insurance.This program is the first of its kind in the
country. Since its inception, ARTDOCS has treated over 3000 artist-patients and
organized a referral network of volunteer specialists to treat artists in the New Orleans
area.
In 2001, Ferrara began his international work, traveling to Havana, Cuba
to curate an exhibition of contemporary Cuban art. Since then, he has visited Cuba
three times and produced a mini-documentary and two successful art exhibitions, Made
in Cuba, 2002 and Havana: Inside Out, 2004 which gained widespread attention in the
media including Efe. In 2004, Ferrara brought over 20 New Orleans artists to Debrecen,
Hungary. Acting as a cultural ambassador for the visual arts, he presented two
simultaneous exhibitions to the Hungarian public, "As Seen in New Orleans at the
state-owned Mu-Terem Gallery and the second Contemporary Art From New Orleans
at the Koncz/Contemporary Gallery. The gallery regularly exhibits at the VOLTA Fair in
Basel Switzerland during Art Basel.
Activism has always been Ferraras trademark, serving on the board of New
Orleans Downtown Development District (2000 2007), the Contemporary Arts Center
New Orleans (2013 present ), the New Orleans Film Festival (20002004), ARTDOCS (1999 present). He is an alumnus of the Council For A Better
Louisiana s 2003 Leadership Louisiana program and for the past two years has been
an invited participant and lead discussant at the Aspen Institutes Action Forum.This
summer he will present
Other initiatives he as produced include the Post-Katrina, New Orleans Artists
In Exile, a travelling exhibition of artists affected by the hurricane that was showcased in
New York, Miami, Atlanta, Shreveport and Wisconsin. Ferrara was also very involved in
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helping to raise funds, create awareness and promote Prospect New Orleans Biennial,
the largest exhibition of contemporary art ever held in the U.S. In 2008, he curated
the exhibition at the Hefler Welcome Center. He frequently travels the country to
promote New Orleans, his gallery and his gallery artists.
He has been a voice for the arts and artists for over 18 years and is a leader in
the movement to make New Orleans a national arts destination and has been honored
by numerous organizations for this work. In 2006, he was awarded Louisianas
Governors Art Awards for Leadership in the Arts and has been actively involved in
Prospect Biennial as an advisor and supporter.
His gallery regularly exhibits at Miami Project during Art Basel Miami Beach,
Texas Contemporary Fair in Houston, Art Market San Francisco, VOLTA NY during
Armory Week and VOLTA Basel during Art Basel in Switzerland. He has placed
numerous works in museums such as The Whitney Museum, The Brooklyn Museum,
The Frederick Weisman Collection, 21c Museum, The Birmingham Museum and New
Orleans Museum of Art and prominent private collections such as New York-based
collector Beth Rudin DeWoody and Berlin-based collector Thomas Rusche. In January
2016, Ferrara will produce an international cultural exchange exhibition between Berlin
and New Orleans partnering with Berlin/Leipzig gallerist Jochen Hempel. Ferrara
continues challenges his audience and himself in search of the best new art and ideas.
Ferrara actively works to increase the national and international profile of New Orleans
art scene.
New Ferry Terminal
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Improving the Public Experience of New Orleans by Venturing with the RTA for a New
Ferry Terminal
The brick plaza entrance to the Canal Street Ferry
Terminal is a hodge-podge of add-ons, created over
the years. Two Canal Street Investors, Inc. proposes
to work with the City of New Orleans/NOBC to
clean up, consolidate and enrich this area. This area
should be a clean, open and visually pleasing plaza
not an assemblage of old signage.
For example, the adjacent photo is but one idea for
consolidating signage, perhaps with a Blaine Kern
Mardi Gras World sculpture at the top, and a design
altered to represent one of New Orleans
architectural styles. All the information currently
posted on singular signage, kiosk, metal hanger, etc. could all be consigned to one sign
perhaps something like this example.
This is an example of putting all messages and
signage on a single board. The style above does not
reflect New Orleans, but one could easily be designed
that does reflect the Citys uniqueness
The Ferry Terminal is now permanently closed to
automobiles. Current plans call for a new
pedestrian Ferry Terminal, connecting into the new
building we propose to house the Louisiana
Maritime Museum. Public use ingress and egress
will flow into Spanish Plaza, without barriers. Two
Canal Street Investors, Inc. and team architect
Perez are working with the RTA to create a unique people-friendly structure to open up the
Mississippi River for additional public use.
The RTA is set to demolish the existing Ferry Terminal and build a new pedestrian facility
closer to the water, incorporating the new home of the Louisiana State Maritime Museum
(see below) and the signature Spirit of Freedom Monument (see below) as a destination
point for public attraction. Two Canal Street Investors. Inc. and its professional team
members are working closely with the RTA and any required agencies to help create
effective, attractive and safe methods of drawing people to cross the tracks to the
Riverfront.
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1. Current portion of Canal Street

2. Ferry Terminal land
3. World Trade Center land
The ferry landing adjacent to the World Trade Center heavily influences the overall
aesthetics and feel of the area. The Ferry Terminal complex, as is, does not keep with the
evolved Riverfront of a redeveloped World Trade Center and Spanish Plaza.
Two Canal Street Investors, Inc. will join with the RTA toward planning, development and
construction of the new facility, in combination with federal and private funding for the
new pedestrian and Museum structure. Our collective goal will be to create a destination to
dramatically increase public use of this historic Riverfront.
Two Canal Street Investors, Inc. will participate with the RTA in the development of the
new pedestrian Ferry Terminal building, the Louisiana Maritime Museum (See below), and
will provide a signature monument, the Spirit of Freedom (see below). We will partner
with the RTA, adding the Museum and statue funds and expertise, while arranging a
sharing of the revenue stream in a negotiated manner. A finalization of our proposal will
be concluded after the NOBC Selection Committee selects Two Canal Street Investors, Inc.
as the redevelopment Developer, and City Council approves a signed Lease for 2 Canal
Street, the World Trade Center.
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Louisiana Maritime Museum

New Orleans traces its 1718 founding as a trading camp, its place in world commerce, and
its geographic significance from the fact that it is at the mouth of the Mississippi River. The
River sets the backdrop for most of what New Orleans has been, is today, and will be in the
future. Refer to Exhibits X and XI for proposals from Gallagher & Associates and Lord
Cultural Resources, two noted curators to participate in this significant museum. A
prestigious board will be created for the Louisiana Maritime Museum to insure the quality
and integrity it requires.
The new Louisiana Maritime Museum, a 501(C)(3), to be located at the new building for the
pedestrian Ferry Terminal, will bring Louisianas maritime history to life through
interpretive activities and full-of-character exhibits unique to this part of the world. A
fitting introduction to the Mighty Mississippi, Canal Street/Algiers Ferry passengers will
pass through the museum on their way to and from the Mississippi River. Each experience
will enhance the other.
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Everybody knows about the variety of large ocean-going ships that have brought foreigntrade cargo to and from the great breadbasket of Middle America through the Port of New
Orleans. That as well as passenger-ship schooners, steamers and paddlewheel boats that
have brought countless visitors and immigrants to our shores through the centuries. But
not all are aware of the unique way of life in Louisianas coastal plain and wetlands. No
place else is like it in America or the world. To thrive in this environment, adventurous
people created craft to meet the circumstances of these waters.
Two Canal Street Investors, Inc. in concert with the Louisiana Maritime Museum proposes,
to acquire a number of small Louisiana coastal boats for placement around the World
Trade Center, the Ferry Terminal and the Louisiana Maritime Museum. For instance, one
boat could be located near the Ferry Terminal and another closest to Convention Center
Boulevard, as an inducement to come closer to the Riverfront to view the other boats on
exhibit. One could be in front of the Audubon Aquarium, several located on Spanish Plaza.
All would attract Riverfront visitors to see the other boat displays. Moreover, the boat
exhibits would provide a unifying element that ties the Riverfront together for increased
public use.
Ideas presented for this exhibit portion of the Louisiana Maritime Museum, as other World
Trade Center adaptive redevelopment project elements proposed here for off-site public
use, are subject to Two Canal Street Investors, Inc. obtaining the requisite approvals.
Nothing in this proposal will hold up the immediate development of the World Trade
Center building as proposed herein, but will run simultaneously with it.
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Two Canal Street Investors, Inc., in conjunction with the RTA, is searching for small
watercraft unique to the Mississippi River trade in the Port of New Orleans and coastal
Louisiana to put on outdoor display as a public exhibit for the Maritime Museum. New
Orleans is also the home of the WWII (Andrew Jackson Higgins) Higgins Boat LCVP Landing
Craft, built and tested on the Mississippi. Higgins obviously ties in with The National WWII
Museum. The above photos sample boats that may interest the general public, as part of the
tour of the Louisiana Maritime Museum experience.
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Spirit of Freedom Monument
Two Canal Street Investors, Inc. has agreed with the RTA that, upon ratification of a City of
New Orleans/NOBC Lease to redevelop 2 Canal Street, in the collaborative spirit of working
with them to renew and rebuild the new pedestrian Ferry Terminal, will donate the Spirit
of Freedom Monument to be placed as an entrance feature to the Louisiana Maritime
Museum, Spanish Plaza and the Mississippi River.
This monument weighs 27 tons and is constructed from granite, bronze, gold and crystal.
Titled The Spirit of Freedom, the monument honors the United States Presidency, the
Constitution and Bill of Rights. Standing 17 feet tall, the monument will be placed on a 10foot or higher platform, for Canal Street and Convention Center Boulevard visibility, as a
draw for itself, the ferry, the River, Spanish Plaza and the other attractions near the
Mississippi River. The American symbol will be particularly inspiring when lit at night. The
Spirit of Freedom Monument and placement is subject to Two Canal Street Investors, Inc.
obtaining the requisite approvals from the City of New Orleans/NOBC, Downtown
Development District, RTA and any other agencies as required.
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American Constitution Spirit Foundations

National Constitution Plaque Initiative
Delivering Original Replicas of the U.S. Constitution & Bill of Rights to Americas Schools
The Spirit of Freedom
THE SPIRIT OF FREEDOM MONUMENT

TO ANCHOR NEW ORLEANS WTC Freedom Plaza
Constitution and Bill of Rights Replicas Displayed
The American Constitution Spirit Foundation will make available for permanent display in
New Orleans this commemorative-tribute monument dedicated to the United States of
America Presidency. The Spirit of Freedom art sculpture will relocate to Louisiana to cap
Two Canal Street Investors, Inc.s redevelopment of the World Trade Center and serve as a
Mississippi Riverfront beacon. President Ronald Reagan and Chief Justice Warren E. Burger
commissioned the monument for the Bicentennial of the U.S. Constitution; the piece will
exhibit adjacent to the World Trade Center. It will become a prominent feature of the
Louisiana Maritime Museum. An interactive educational exhibit about the Constitution and
Bill of Rights will awe and educate visitors for years to come.
The Spirit of Freedom Monument provides an opportunity to erect an enduring exhibit that
celebrates the founding of our nation and presidential office in connection with the Great
American City of New Orleans, a 300-year-old city. Louisiana was our countrys eighteenth
state. Other than Boston, Philadelphia and Washington, no city has more directly and
significantly impacted and connected our American heritage than New Orleans, the pivotal
city built at the Mouth of the Mississippi River. (The Port of New Orleans historically
welcomed a record number of seaport immigrants, those fleeing other countries, chasing
dreams and seeking refuge and a better way of life. The promise of freedom.)
In 1800, France retook possession of the City of New Orleans and the territory west.
Napoleon Bonaparte intended to extend Frances influence in the Americas, which would
be moderately simple by controlling the port city of New Orleans and the passageway to
the Mississippi River.
President Thomas Jefferson, from Virginia, the largest state in the new country, realized the
significance of unfolding events and sought to purchase the City of New Orleans from the
French.
Napoleon understood that lands west of the city would be of little value without controlling
the gateway to the freedom of access to the Mississippi River. Therefore, he offered to sell
what was called the Louisiana Territory to the president. President Jefferson, being a strict
Constitutionalist, realized that there was no provision in the document to acquire territory,
making the action questionable. However, protecting American freedom to traverse the
Mississippi was in his mind the more overriding requirement. Thus in 1803, President
Jefferson agreed to purchase all of the Louisiana Territory, protecting American Freedom of
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access and expansion. A swath of territory stretching from the Mississippi River to the
Rocky Mountains, the massive land sale doubled the size of the United States. The City of
New Orleans immediately catapulted to a new realm of importance.
The war of 1812 found the young American nation again at war with Great Britain. As the
war wound down, the British made a strong push toward capturing the City of New Orleans
and its gateway to the Mississippi River. President James Madison realized the importance
of defending this most important of American cities and therefore ordered General Andrew
Jackson to New Orleans. Masterfully defending the city with his small group of militia and a
ragtag citizen army, he was propelled to American prominence and eventually the
Presidency itself. His actions not only protected the freedoms of the citizens of New Orleans
and the shores of Louisiana, but of all Americans.
Through history, there have been multiple additional presidential experiences entwined
with the City of New Orleans and the presidency, including pivotal presidents Abraham
Lincoln and John F. Kennedy.
The monument was commissioned by the late Warren E. Burger, Chief Justice of the United
States during his term as Chairman of the Commission on the Bicentennial of the United
States Constitution. Burger and President Reagan envisioned the monument and its sister
National Monument to the U.S. Constitution travelling across the nation, renewing
awareness about the Constitution and its Bill of Rights. They additionally allowed an artist
into the National Archives to lift the writing from the parchment onto film for reproduction
on bronze plaques, which could be placed in public buildings and schools (The National
Constitution Plaque Initiative.)
The Spirit of Freedom Monument stands 17 feet tall and weighs 20 tons. Constructed
with a cast polychrome and paginated cire perdu silicon the bronze Bald Eagle is perched
on a pedestal of polished granite, marble, crystal, and a collection of other metals. Sir Brett
Livingstone Strong sculpted the monument titled E Pluribus Unum. This Latin phrase was
the motto proposed for the first Great Seal of the United States by John Adams, Benjamin
Franklin, and Thomas Jefferson in 1776. The Latin phrase means "One from many," a strong
statement of the American determination to form a single nation from a collection of states.
The American flag attached to the monuments the Spear of Might symbolizes We the
People a nation of strength and power.
The Bald Eagle is Americas national bird. The Bald Eagle takes flight to soar above America
representing the Constitution and the presidencys duty of preserving, protecting and
defending the nation. On the ground below, a rattlesnake and lizard signify the constant
struggle of North American wildlife. The arrow on the ground depicts the struggle of Native
Americans. Facing the front of the sculpture is the Shield of Defense, blazoned with
thirteen stars representing the original colonies. The Bald Eagle holds an olive branch of
peace and goodwill in his left talon, with the Spear of Might and Arrows of Protection in the
right talon.
Beneath the bronze Bald Eagle are exact reproductions of every presidents signature,
along with their dates in office. These are etched on a circular bronze band on pure black
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granite. Below the presidential signatures is a second row of signatures on the black
granite, exact reproductions of the signatures of the signers of the Constitution and Bill of
Rights. The pedestal base consists of eight panels portraying the Presidential Seal, the fourpage United States Constitution, the one-page Bill of Rights, a George Washington portrait,
and the We the People seal. The reproductions of the documents are exact in size and
detail, including tears in the pages, stains and ink spills as they appear on the original 1787
documents.
The Spirit of Freedom Monument was granted "official status" by the Bicentennial
Commission on September 17, 1987, at the 200th anniversary of the signing of the
Constitution, when President Ronald Reagan unveiled the Constitution Monument.
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Carriage Ride Station
Carriage rides are one of New Orleans most distinguishing characteristics. They are readily
available for sightseeing, romance and scenic transportation. A carriage stop for the World
Trade Center will provide increased public use of this area and provide a greater draw to
the Riverfront. The official carriage staging area is located on Decatur Street in front of
Jackson Square. This second site will augment the traditional French Quarter Vieux Carr
experience.
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Proposed carriage staging area immediately north of the World Trade Center
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Stairs to Spanish Plaza

Rear Stairway Drop from the World Trade Center, Connecting to Spanish Plaza.
The World Trade Center, synergizing with the proposed off-site myriad of new and/or
revitalized attractions, will bring locals and visitors alike to the components described
herein. Creation of a stairway from the World Trade Center building third-floor extension
will provide easy access to Spanish Plaza.
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Refurbishing the Spanish Plaza Fountains

Two Canal Street Investors is willing to work in conjunction
with the Howards Hughes Corporation, Riverwalk operator
and Spanish Plaza lessee, to rework the Spanish Plaza
fountain into one of greater beauty. Presently the fountain is
dated. While the Riverfront is redeveloped, the fountain must
not languish. It is not an afterthought. While it was unique
and of note when first introduced to New Orleans, fountain
technology has grown noticeably since then, and other
fountains draw attention while the Spanish Plaza fountain has dimmed luster. Two Canal
Street Investors, Inc. will work to see that the fountain once again becomes a wonderful
draw in and of itself.
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C. Development Team
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1. Contact Person and Development Team

DEVELOPER
Two Canal Street Investors, Inc.
Steven Peer, President and CEO
935 Gravier Street, 6th Floor
410-302-5789
SPeer@PeerInterests.com
www.peerinterests.com
See Exhibit III
Steven Peer
Steven Peer is the Two Canal Street Investors, Inc. president. Peer brings 30 years of
experience in the development of over five million square feet and investment of over $900
million in hotel, residential, resort, office, multi-family, student housing, assisted living and
industrial development projects. Peer represented Gerald D. Hines Interests in Houston and
Atlanta. The Hines portfolio of projects underway, completed, acquired and managed for
third parties includes more than 1,100 properties representing approximately 454,000,000
square feet of office, residential, mixed-use, industrial, hotel, medical, retail and sports
facilities, as well as large, master-planned communities and land developments.Peer served
as president of Cafritz Interests, based in Washington, D.C., the diverse, full-service
development company of U.S. real estate mogul Conrad Cafritz. Peer graduated from St.
Lawrence University and earned his MBA in 1982 from the Darden Graduate School at
University of Virginia. Peer is a Two Canal Street Investors, Inc. equity owner.
DEVELOPER
Peter Arey, Vice-President and COO
935 Gravier Street, 6th Floor
703-789-7612
Peter@AreyInc.com
See Exhibit IV
Peter Arey
Peter Arey will serve as vice-president and on-site manager. Arey has 30 years of
experience in construction, development, sales, marketing and management. He formerly
directed the development of Capital Beltways massive and prestigious master-planned
Fairview Park development for notable UNNet founder/developer Rick Adams and was CFO
for Carter Cafritz of the Cafritz real estate dynasty.
Peer and Arey have partnered on numerous accolade-worthy projects together dating back
to the 1997 development of 1775 Eye Street, Washington, DC. The duo is accomplished,
entrenched hands-on real estate developers of multi-million-dollar properties. With 9
million feet of construction experience and a $2 billion portfolio of projects under their
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belts, they are passionate about redefining the urban landscape. The two are construction
industry super stars. Their reputation is stellar among the countrys largest developers as
best of the best in the business for large-building construction. Arey is a Two Canal Street
Investors, Inc. equity owner.
HOTEL DEVELOPER
Les Melcher, Executive Vice-President
1900 North Akard Street
Dallas, TX 75201
214-855-6027
lmelcher@woodbinedevelopment.com
www.woodbinedevelopment.com
See Exhibit V

Woodbine Development Corporation is our nationally recognized hotel developer. The
company was formed in 1973. The Woodbine Way of integrity, hard work, teamwork,
quality, experience, reputation, relationships and values is deeply rooted in their core
founding pillars of the Hunt Oil Company. The companys extensive track record in
hospitality includes a legacy of signature renovations and adaptive re-use projects,
including the recently acquired New Orleans Ambassador Hotel. Woodbines 40-year
development history spans 10 million square feet of building space, 18 thousand acres of
land and over 7,000 hotel rooms with budgets totaling over $3 billion.
The companys depth and breadth of experience covers everything from research and
feasibility work, through construction, marketing and asset management. They place a
special importance on the brand behind each development. As an at-risk developer of
strategically developed communities and ventures, from hospitality to residential to retail,
and everything in between, Woodbine understands and invests in the details of foresight,
local surroundings, environment, smart financing, thoughtful design and timeless
construction. Woodbine also has extensive experience in developing infrastructure and
marketing properties. Stewardship is key. A perfect fit and match for New Orleans and 2
Canal Street. Woodbine chooses to commit to New Orleans, a queen city 300 years in the
making.
HOTEL MANAGEMENT
Valencia Group
John Keeling, Executive Vice President
Five Post Oak Park
4400 Post Oak Parkway, Suite 2800
Houston, TX 77027
713-871-0221
jkeeling@valenciagroup.com
www.valenciagroup.com
See Exhibit VI
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Valencia Group
The Valencia Hotel Group is our hotel management company. The companys Executive
Vice President John Keeling is a well-known local hotel expert figure long familiar with
and enmeshed in the New Orleans hotel industry and marketplace. Keeling spearheaded a
great portion of the citys hospitality studies during his 30 years as Regional Managing
Partner with Laventhol & Horwath and as Shareholder and Senior Vice President with PKF
Consulting. Valencia has created a worldwide reputation for premier luxury hotel results.
Hotel Alessandra New Orleans will be the second Hotel Alessandra after Hotel Alessandra
Houston, a joint-venture between the Midway Companies and Valencia Hotel Group. Three
of Valencias other five hotels are listed among the 500 best hotels in the world for four or
more consecutive years.
When the young and adventurous make their fortunes and outgrow the Aces, Standards,
and The W Hotels of the world they will move up to Hotel Alessandra without giving up
the fun and innovation they seek for a five-star hotel. John Keeling has publically stated,
There is nothing like Hotel Alessandra in New Orleans. We aim to fix that.
Valencia Group is one of the worlds premier hotel management and development teams.
Conde Nast, Travel & Leisure, and U.S. News and World Report award and praise Valencia
properties as the best of the best among top-tier world-class hotels. In 2014 they rated
Hotel Sorella CityCenter in Houston the best hotel in Texas and the Southwest and Hotel
Valencia Riverwalk in San Antonio, the fourth best. Valencia Group receives consistent
national and international praise for their exceptional service and style. Valencia Group is a
Two Canal Street Investors, Inc. equity owner.
RESIDENTIAL DEVELOPER
Monday Properties
Ron Pollack
230 Park Avenue
New York City, NY 10169
727-6928624
www.mondayre.com
See Exhibit VII
Monday Properties
Monday Properties is a dynamic real estate investment firm that owns and operates all of
the properties in its growing portfolio. Founded in 1998, the company focuses primarily on
two of the worlds most competitive and resilient real estate markets: New York City and
the greater Washington, D.C. metro area. This disciplined concentration has enabled
Monday Properties to make intelligent real estate decisions based on an intimate
knowledge of the marketplace, and build lasting relationships with investors, tenants,
brokers, financial institutions and industry peers. This concentrated approach offers
insights into new opportunities that can extend beyond our current locations.
Since 2002, Monday Properties has completed over $11 billion in transactions,
representing 25 million square feet throughout the New York City and greater Washington,
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D.C. markets. Monday Properties manages each property in its portfolio and currently
operates at 86% occupancy.
Monday Properties manages its assets with the overriding objective of creating value. The
period during which Monday Properties holds an asset involves countless details and
critical decisions, and by leveraging its full-service capabilities, Monday Properties has the
ability to skillfully implement each investment plan. With a team of talented professionals,
Monday Properties provides all of the fundamental investment management and
operations services for its properties
ARCHITECT/DESIGN
Perez, APC
Angela OByrne, President, FAIA, NCARB, LEED AP
Alfred Pio Lyons, Lead Architect, AIA,
317 Burgundy Street, Suite 11
504-813-8885
aobyrne@e-perez.com
plyons@e-perez.com
www.e-perez.com
See Exhibit VIII
Angela OByrne, Perez Architects

Angela OByrne, president of local world-class Perez Architects will serve as project
architect. OByrne previously received honors as U.S. Small Business Administration
Louisiana District Woman-Owned Business of the year.
Pio Lyons as our Perez lead architect brings 35 years of experience to the team. His
portfolio of local work includes the World Trade Center building and many of the Citys
storied historic buildings in and around the French Quarter. New Orleans is home its
where the heart is, underpins the philosophy and heartbeat of Perez Architects. Perez has
planned, designed and created the distinctive face of New Orleans for more than 70 years.
Perez is a multi-tier national firm with international reach, with Crescent City
headquarters. Innovative. Progressive. Heritage. Perez is also distinguished for the
redevelopment and restoration of historical-structure projects, adapted for today. Passion.
Excellence. Louisiana. Homegrown roots. Perezs special touch and sense of place in
design uniquely compliments the preservation of notable architecture with character and
significance, contributing to the culture and revitalization of entire communities. Perez
honors the history and vernacular of the past. OByrne is a Two Canal Street Investors, Inc.
equity owner.
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CONSULTING ARCHITECT
Peter Capone, AIA
3981 Roblar Avenue
Santa Ynez, CA 93460
Peter Capone, AIA
Peter Capone, AIA, serves as consulting architect to our design plans. Capone is the last
surviving partner of the famed architect Edward Durell Stone, the original architect of the 2
Canal Street National Register of Historic Places landmark building. The building is a
distinguished part of American history, a mid-century treasure. Capone, a celebrated
architect in his own right, was the onetime president of Stones firm. Capone says what
Stone saw as unique and historic was the distinguishing X shape of the WTC building, at
its precise location. Capones late business partner Stone is called a legendary celebrity
architect of modernist-aesthetic architecture and iconic futuramic projects. Colossus,
visionary, giant are superlatives used in the mid-twentieth century to describe Stone.
Modernist populist architect Stones mid-century monuments made him one of the
centurys most notable architects. A few of his legendary buildings include the John F.
Kennedy Center for the Performing Art, Radio City Music Hall, 2 Columbus Circle, Aon
Center and General Motors building. Invigorating the past in the present, Capone recently
revived the magic of the Cloisters at Sea Island, Georgias 20s Grand Dame hotel.
INTERIOR DESIGN
Rottet Studio Architecture and Design
Lauren Rottet, FAIA, FIIDA Founding Principal President
808 Travis Street, Suite 100
Houston, TX 77002
713-221-1830
lauren.rottet@rottetstudio.com
www.rottetstudio.com
See Exhibit IX
Lauren Rottet, Rottet Studio Architecture and Design

Lauren Rottet, internationally recognized and honored, will direct and oversee the Hotel
Alessandra New Orleans interior design. She is one of the most celebrated and distinguished
designers of our time. Rottet recently became the only woman in history to be elevated to Fellow
by both the American Institute of Architects and the International Interior Design Association.
With a keen and unpredictable artistic eye and extraordinary record of awards, publications,
lectures, juries and honors, Rottet sets the bar for the Interior Design Hall of Fame. Her inventive
and groundbreaking design work combines psychology, theater, art, and architecture with the use
of unlimited media. Interior Design Magazine recognized her design giant firm as one of the
worlds top three most admired design firms. From New York to Beverly Hills to Hong Kong,
Rottet is known in the marketplace as an innovator, not follower. I love hospitality because
design is the great differentiator, she says. Rottet enjoys getting her hands on every hotel design
detail from branding to exteriors, lighting, uniforms and china. Rottet believes in strong design
concepts.
143
The Genius of Lauren Rottets approach is her seamless fusion of style and substance. In a field
where trendy isms postmodernism, modernism, etc. often masquerade as innovations,
Rottets work reaffirms the critical idea that suitability always overrules fashion, says
Architectural Digest Editor Mayer Rus in Interior Design Magazine. Rottets portfolio of awardwinning work includes a completion of more than 30 national and international hospitality
projects of distinction, with more on the boards, including historic structures and destination
resorts.
LANDSCAPE ARCHITECT
See Exhibit X
Ten Eyck Landscape Architects

Christy E. Ten Eyck FASLA, President
1701 Guadalupe Street
Austin, TX 78701
512-813-9991
teneyck@teneyckla.com
www.teneyckla.com
Christy Ten Eyck FASLA, Ten Eyck Landscape Architects
Christy Ten Eyck received her BA in Landscape Architecture in 1981 from Texas Tech
University. She is a Fellow of the American Society of Landscape Architects (FASLA) and is
in the Register of Peer Professionals for both the GSA and the State Department. With a
mission of connecting the urban dweller with nature and each other, Christy and her firm
work with collaborative teams to create authentic projects that integrate cities with hish
performance landscapes and enriching outdoor environments. Christy and her firm has
won four national ASLA awards in the past five years.
LIGHTING CONSULTANT
Creative Lighting Design & Engineering
Martin Peck LC,IALD, MIES, Principal
13843 Cedar Lane
Germantown, WI 53022
262-242-4432
marty@cid-e.com
www.cld-e.com
Martin Peck IALD, MIES, Creative Lighting Design & Engineering
Martin Peck is the principal and owner of CLD-E since 1991. Mr. Pecks design perspective
bridges the art and engineering of lighting, acknowledged through over 40 top Lighting and
Design Awards. His creativity and passion for light began in the theater, having taught and
designed stage lighting while acquiring an electrical engineering degree. CLD-E is an
independent design and consultation firm specializing in the expressive use of light in
architecture. Their diverse background includes museums, retail centers, hospitality
projects, casinos, experiential and commercial architecture, residential and landscape
projects, as well as the urban development.
144
MUSEUM CONSULTANT
See Exhibit XI
Gallagher & Associates

Gref Matty, Senior Associate, Production Director
8665 Georgia Avenue
Silver Spring, MD 20910
301-656-7575
pg@gallagherdesign.com
www.gallagherdesign.com
Greg Matty, Gallagher & Associates
Greg Matty is Senior Associate and Production Director for Gallagher & Associates, an
internationally recognized museum planning and design firm. Mr. Mattys experience spans
over 25 years and includes projects ranging from natural science museums to highly
interactive cultural and historical facilities. Gallaghers design philosophy and approach are
built on a foundation of respect for the varied individuals and experts involved in the
creative process. Over the years Gallagher has been fortunate enough to work with
virtually every kind of collection from microscopic stardust to vintage military tanks and
aircraft. Giving life and meaning to these unique collections, while creating context and
personal connections is the most important aspect of their work.
MUSEUM CONSULTANT
See Exhibit XII
Lord Cultural Resources

Dr. Brad King PhD, Vice President
1300 Yonge Street, Suite 400
Toronto, ON M4T 1X3 Canada
416-928-9292, ext. 271
bking@lord.ca
www.lord.ca
Dr. Brad King PhD, Lord Cultural Resources
As Vice President of Lord Cultural Resources, Dr. King oversees a number of the firms
planning and implementation services. Since joining Lord in 2000 he has led or contributed
to a wide variety of planning projects for maritime, military and other specialized
museums. His marine-related experience includes the Muskoka Boat and Heritage Centre,
the Houston Maritime Museum, the UAE Maritime Museum in Abu Dhabi, the Marine
Museum of the Great Lakes and the Maritime Heritage Foundation in Seattle. Military and
related museums include the National WWII Museum in New Orleans.
145
GENERAL CONTRACTOR and

CONSTRUCTION COMPANY
The McDonnel Group
Allan McDonnel, President
3350 Ridgelake Drive, Suite 170
Metarie, LA 70010
504-219-0032
See Exhibit XIII
Alan@McDonnel.com
www.mcdonnel.com
Allan McDonnel, The McDonnel Group
Allan McDonnel, president of The McDonnel Group will provide pre-construction and
construction services. He will underwrite the required bonding as general contractor.
McDonnel is an experienced hands-on contracting leader in the City of New Orleans largescale developments. He and his firm are also well versed in working on city-owned and/or
city-managed projects. The McDonnel Group is a leading New Orleans, Louisiana based
general contractor of unparalleled talent and exceptional buildings. Experience, diligence
and creativity provide the competitive edge to compete in a national and global
marketplace, but local expertise sets them apart. The New Orleans community is like no
place else. The Crescent City exemplifies unique character, older buildings and
neighborhoods, and the most challenging and unusual projects. Imaginative ways to
redefine urban cityscapes, to blend the old and the new, is a New Orleans hallmark. The
firms integrity, core values and commitment mesh with reviving and redeveloping
signature architectural structures and institutions from a storied past. In adapting
yesterdays buildings to today, The McDonnel Group understands that the best vision of the
future cannot ignore the past. McDonnell is a Two Canal Street Investors, Inc. equity owner.
HISTORIC TAX CREDIT ADVISOR

Frank Rabalais, Managing Director
201 St. Charles Avenue, #4205
504-378-3470
Ray.rabalais@crescentgrowthcapital.com
www.crescentgrowthcapital.com
See Exhibit XIV
Raymond Rabalais, Crescent Growth Capital

Raymond Rabalais, managing director of Crescent Growth Capital, will manage and
negotiate the state and federal historic tax credits. The local firm specializes in tax credit
financing. Rabalais graduated from Princeton in 1968 and the Harvard School of Law in
1971. Rabalais is a specialist in the innovative structure of significant and complex taxfinancial transactions, enabling governmental entities, not-for-profit and for-profit entities
to incorporate tax credit equity into their funding sources. Through the use of tax credit
146
financing structures designed to utilize the federal New Markets Tax Credit program,
Crescent Growth Capital has recently successfully leveraged over $280 million to generate
nearly $110 million in gross tax credit equity.
RESIDENTIAL SALES AND MARKETING

Dorian Bennett Sothebys International Realty
Dorian Bennett, President
2340 Duphine Street
504-944-3605
info@noro.com
Dorian Bennett, Dorian Bennett Sothebys International Realty
Dorian Bennett and his firm Dorian Bennett Sothebys International Realty are recognized
not only in New Orleans but also throughout the country. Bennett is known as the broker to
the stars. Hollywood and political celebrities are among his long-standing exclusive
clientele. Dorian Bennett will serve as exclusive residential broker realtor and marketer for
the luxury residential lease apartments to be offered within the building. Bennett and his
longtime local real estate company are synonymous with historic New Orleans and premier
homes of distinction. Bennett is a Two Canal Street Investors, Inc. equity owner.
DBE COMPLIANCE OFFICER

Arnold Baker
Baker Concrete Construction
2800 Frenchmen St.
504-947-8081
Arnold Baker, DBE
Arnold Banker will administer the DBE compliance plan for Two Canal Street Investors, Inc.
development and management. He is well known in New Orleans for his absolute
dedication to bringing jobs to those without them, and he will be a tireless advocate for our
commitment to DBE. With team member Baker and The McDonnel Group as general
contractor, the 35% DBE requirement will be achieved if not exceeded for construction and
operations for the renovation of 2 Canal Street.
Baker has an ongoing commitment to business development for the minority business
community in New Orleans. His commitment to the City of New Orleans is undisputed.
Memberships in the New Orleans Board of Trade, Greater New Orleans Chamber of
Commerce, New Orleans Business Council and Kate Middleton Elementary School Board
reflect his personal dedication. Baker is the past Chairman of the National Black Chamber
of Commerce and regularly serves on local boards and commissions. In additional to
consultancy leadership, he has previously served the City of New Orleans in the capacity of
Assistant to the Mayor for Policy, Planning and Development supporting the financing
147
and diversity business inclusion compliance requirements for public and private
development and construction projects. He is a graduate of Texas State University. Baker is
a Two Canal Street Investors, Inc. equity owner.
[African Americans, Hispanics, Native Americans, Asian-Pacific and Subcontinent Asian
Americans, and women are presumed to be socially and economically disadvantaged.
Other individuals can also qualify as socially and economically disadvantaged on a case-bycase basis. To participate in the minority, disabled or veteran DBE program, a small
business owned and controlled by socially and economically disadvantaged individuals
must receive DBE certification from the relevant state generally through the state
Uniform Certification Program (UCP).]
DBE & CONSTRUCTION SERVICES

Alliant Construction Services Group
Martin J. Farrell, ARM, Vice President
Corporate and Commercial Group
320 West 57th Street, Third Floor
New York, NY 10019
212-603-0217
mfarrell@alliant.com
www.alliant.com
Martin J. Farrell, Alliant Construction Services
Alliant Construction Services will make available their unique one of a kind model program
to provide bonding for DBE businesses, which has never before been provided in the
United States. Alliant Construction Services has devised a most unique opportunity for DBE
contractors to be involved in projects they never would have had the option to join prior to
our creation of this unique package. Through our assistance, DBE companies previously
unable to bond will now be able to do so. This is a tremendous step forward for Orleans
Parish and the Citys Disadvantage Business Enterprise Program (DBE) businesses.
PROJECT ATTORNEY
Davillier Law Group, LLC
Daniel E. Davillier, Esq.
1010 Common Street, Suite 2510
504-582-6998
ddavillier@davillierlawgroup.com
www.davillierlawgroup.com
148
Daniel E. Davallier, Esq., Davillier Law Group, LLC

Daniel E. Davillier, Esq., Davillier Law Group, LLC, of New Orleans, is the attorney for our
development company. Davillier is the founder of his own business boutique law firm. He
has local familiarity and expertise with real estate development, public and commercial
finance, legal and business matters and culture unique to New Orleans and Louisiana.
Previous to launching his firm, Davillier was a Phelps Dunbar, LLP partner. He holds a
Bachelor of Science degree in General Business from the University of New Orleans and
graduated cum laude from Tulane Law School.
PROJECT ADVISOR
Al M. Thompson, Jr., Esq.
One Canal Place
365 Canal Street, Suite 2960
504-588-2171
althompson@tgwlaw.net
Al M. Thompson, Jr., Esq.
Al M. Thompson, Jr., Esq. hold a B.A. from Louisiana State University and a J.D. from Loyola
University School of Law. He is admitted to practice before all State and Federal Courts in
Louisiana as well as the United Fifth Circuit Court of Appeal, the United States Court of
Federal Claims and the Supreme Court of the United States. Thompson has served on the
boards of local civic, religious and charitable organizations. He resides in New Orleans and
has been engaged in the private practice of law for 30 years representing clients in
business and commercial litigation, personal injury law, entertainment and real estate
development. Thompson is a Two Canal Street Investors, Inc. equity owner.
PROJECT ADVISOR
W. Patrick Klotz, Esq.
909 Poydras Street, Suite 2950
504-821-9900
pklotz@bellsouth.net
W. Patrick Klotz, Esq.
W. Patrick Klotz, Esq. attended the Universitaet Hamburg in then West Germany before
obtaining a Bachelor of Arts degree from Tulane University. He also obtained his Juris Doctor
degree from Tulane. Klotz is a born and bred New Orleanian and lifelong resident of the City of
New Orleans. He is admitted to practice before all state and federal counts in Louisiana and
Texas. Klotz has represented business, commercial and personal clients in civil litigation over
the past three decades. Klotz is a Two Canal Street Investors, Inc. equity owner.
149
Monday Properties
Equity Owner

Developer/Owner
US Bank
Debt/Tax Credits

Historic Tax Credits
Woodbine
Development
Hotel Developer
Arnold Baker
DBE Compliance
McDonnel
Construction
Perez, APC
Project Architect
Peter Capone
Historic Architect
Monday
Properties
Residential
Management
Dorian Bennett
Sotheby's
Residential
Broker
Valencia
Development
Interior Design
Rottet Studios
Interior
Architecture
Creative Lighting
Lighting Design
Spectrum FF&E
Purchasing
Mechanical
Electrical
Plumbing
Ten Ecyk
Landscape
Architect
Louisiana
Maritime
Museum
Lord Cultural
Resources
Museum
Consultant
Gallagher
Museum
Consultant
150
Hotel Alessandra
Management
Hotel Mgt.
9. Commitment Between Developer

and Team Members
151
152
153
154
ARCHITECTURE
ENGINEERING
PLANNING
INTERIORS
LANDSCAPE
CONSTRUCTION
DEVELOPMENT
February 2, 2015
Steven M. Peer
Two Canal Street Investors LLC
309 Fifth Street 34A
New York, NY 10016
Dear Mr. Peer:
Perez is pleased to participate on your team for the Redev elopment of 2 Canal Street (RFQ No.
8975-01775) Proposal. This letter confirms our agreement to be included on your team as Architect
of Record.
Sincerely,
Angela OByrne, FAIA

President

317 BURGUNDY STREET, SUITE 11, NEW ORLEANS, LOUISIANA 70112
TELEPHONE 504.584.5100 FACSIMILE 504.584.5140 www.e-perez.com
CHICAGO DENVER DICKINSON ND HOUSTON LOS ANGELES MOBILE NEW YORK PHOENIX SAN FRANCISCO WASHINGTON DC
155
156
157
February 2, 2015
Mr. Steven M. Peer

Member
Two Canal Street Investors LLC
New Orleans, Louisiana 70112
Dear Mr. Peer:
Ten Eyck Landscape Architects Inc. values our ongoing relationship with the
Valencia Group and we are particularly excited to have worked on Valencias
new Lone Star Court project in Austin. Thank you for your invitation to be included
on the design team to work on the landscape and hardscape transition
surrounding the Two Canal Street building from the Spanish Plaza to Canal Street.
We look forward to working with you on the design of another great Valencia
hotel.
Sincerely,
Ten Eyck Landscape Architects Inc.
Christine E. Ten Eyck, FASLA

President
158
159
160
161
162
163
164
165
166
167
3. Past and Pending Litigation

Per NOBC request, Two Canal Street Investors, Inc. proffers that there are no negatives
associated with any Development Team Member. Rather, all are recognized leaders in their
respective professional fields. There is no past or pending litigation, claims filed, felony
convictions, pending criminal investigations or bankruptcy filing by or against the
Respondent or any Team Members with the exception of the following:
Valencia Trademark Litigation
On May 20, 1999, Hotel Valencia Corporation (HVC) entered into a licensing agreement
with The Newhall Land and Farming Company (NLFC) to license the name Valencia for
hotels and restaurants. That license agreement has been assigned to Hotel Valencia Brands
(HVB). NLFC has owned since 1965 the registration to the trademark name Valencia. In
August 2004, the La Valencia Hotel (LVH) in La Jolla, California petitioned the United States
Patent and Trademark Office (PTO) to cancel two of NLFCs registrations of the Valencia
name alleging several theories as to why NLFCs registration should be cancelled including
that the La Valencia Hotel mark has been used since 1928 and, as to one registration, that
its rights are senior to those of Valencia registered in 1965. Additionally, LVH applied to
register the name La Valencia with the PTO. The registration had been rejected multiple
times before being granted on appeal in December 2006. LVH is owned by Prospect
Hospitality. HVB and NLFC have opposed LVHs registration. In December 2014, HVB and
Hotel Valencia Corporation filed suit in Texas federal court against Prospect Hospitality
and its affiliate Pacifica Hosts, Inc. to finally bring resolution to this dispute. The outcome of
neither this suit nor the PTO proceedings will have any impact on Valencia Groups right to
use the name Hotel Alessandra.
168
169
D. Financial Arrangements and Funding Sources
170
1. Capital Structure
Hotel Alessandra
2 Canal Street
Federal HTC & State HTC
Cash Flow Models
Version 1.2
January 30, 2015
171
These projections are based upon certain assumptions and information obtained by Crescent Growth
Capital, LLC from various parties, including management of the Sponsor, and/or its affiliates, and do not
represent a guarantee of the actual outcome, a tax opinion or tax advice. All parties should conduct their
own diligence and analysis regarding any decisions to participate in this transaction and should seek such
advice or guidance regarding tax treatment from their respective CPA, tax counsel or advisor. These
projections may be affected by fluctuating economic conditions and are dependent upon the occurrence
of future events that cannot be assured. As a result, the actual results achieved may vary from the
projections, and the variations may be material. The indicated results may not materialize because of
future changes, which may be prospective or retroactive, in the federal tax laws, regulations promulgated
there under, or interpretation of these laws.
172
**FOR DISCUSSION PURPOSES ONLY**
Hotel Alessandra
Sources & Uses
[Parentco]
Sources
Uses
Cash on Hand
25,831,822
Total Sources
25,831,822
SHTC Bridge Equity Contribution to Landlord

Permanent Equity Contribution to Landlord
Equity Contribution to Master Tenant
Total Uses
6,430,367
19,110,154
291,301
25,831,822
2 Canal Street Master Tenant

Sources
Uses
Federal HTC Equity/Bridge Loan

Equity Contribution from Parentco
28,838,831
291,301
99%
1%
Total Sources
29,130,132 100%
Equity Contribution to Landlord

FHTC Bridge Loan Interest Reserve
Total Uses
26,253,459
2,876,673
29,130,132
[2 Canal Investors, LLC] (Landlord)

Sources
Uses
Senior Term Loan

SHTC Bridge Loan
145,109,456
16,640,698
SHTC Bridge Equity Contribution from Parentco

Permanent Equity Contribution from Parentco
Equity Contribution from Master Tenant
6,430,367
19,110,154
26,253,459
Deferred Development Fee
14,459,479
Total Sources
Crescent Growth Capital, LLC
90%
10%
228,003,613
Acquisition Costs
Hard Costs
A&E - Base Building
Retail Leasing
Fees, Bonds & Permits
Utilities
Inspections & Testing
Marketing
Expenses During Construction
Cash Development Fee
Financing Fees
23,000,000
138,609,233
11,881,192
2,064,003
924,621
1,775,968
919,325
612,883
6,168,430
9,818,201
14,459,479
3,899,020
Other Costs
Total Project Costs
9,112,962
223,245,317
HTC-Related Closing Costs

SHTC Bridge Loan Interest Reserve
468,000
2,509,966
Arranger Fee
Contingency
1,730,330
50,000
Total Uses
01/30/2015
173
228,003,613
Page 3 of 17
Net Proceeds
Sources
Uses
Federal HTC Equity
28,838,831
3.0% CGC Arranger Fee

Closing Costs
Net Proceeds before distributions and exit
(865,165)
(289,000)
(1,154,165) 27,684,666
State HTC Equity
28,838,831
3.0% CGC Arranger Fee

HTC Closing Costs
Net Proceeds before taxes
(865,165)
(179,000)
(1,044,165) 27,794,666
Total Cost of HTC Transaction
(2,198,330)
Gross HTC Equity to Two Canal Street
57,677,662
Net Proceeds to Two Canal Street
01/30/2015
174
55,479,332
Page 4 of 17
Hotel Alessandra
Consolidated Sources & Uses at Closing
Sources
Permanent Parentco Equity
Net Federal HTC Proceeds1
Net State HTC Proceeds1
Senior Term Loan
Uses
19,401,456
27,684,666
27,794,666
145,109,456
Acquisition Costs
Hard Costs
A&E - Base Building
Retail Leasing
Utilities
Marketing
Financing Fees
Other Costs
Total Project Costs
FHTC/SHTC Bridge Loan Interest Reserves 2
Long-Term Gains on Sale of SHTC
Contingency
Total Sources
219,990,244
Total Uses
Net of all arranger fees and HTC-related closing costs
Includes net construction period bridge interest reserves held at Landlord and Master Tenant.
01/30/2015
175
23,000,000
138,609,233
11,881,192
2,064,003
924,621
1,775,968
919,325
612,883
6,168,430
9,818,201
3,899,020
9,112,962
208,785,838
5,386,640
5,767,766
50,000
219,990,244
Page 5 of 17
Hotel Alessandra
Project Budget / Credit Basis
Acquisition Costs
Total Acquisition Costs
Hard Costs
Retail Costs-Base Building
Building Costs (loaded)
Selective Demolition and Abatement
Hotel - non FFE upgrades over shell
Hotel Mtg/Spa Building at 64,000 GSF
Owner Hard Cost Contingency
Total Hard Costs
A&E - Base Building
Architecture
Rezoning/Predev
Civil Engineer
MEP -Base Building
Structural Engineer
FF&E & Owner Items
Landscape Architect
Traffic
Interior Design
Low Voltage Consultants
Misc. Consultants
Reimbursables
Total A&E - Base Building
Hotel
Apartments
Total
$ 14,918,118
$ 14,918,118
$ 8,081,882
$ 8,081,882
$ 23,000,000
$ 23,000,000
QRE %
QRE
0.00% -
0.00% -
$ 150.00
$ 150.00
$ 5.00
$ 20.00
$ 235.00
$ 10.00
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
$ 1
$ 56,428,950
$ 1,880,965
$ 7,523,860
$ 15,040,000
$ 3,761,930
$ 84,635,706
$ 1,129,800
$ 48,039,750
$ 1,601,325
$ 1
$ 1
$ 3,202,650
$ 53,973,527
$ 1,129,801 92.00%
$ 104,468,700 92.00%
$ 3,482,290 92.00%
$ 7,523,861 92.00%
$ 15,040,001
0.00%
$ 6,964,580 81.49%
$ 138,609,233 81.49%
1,039,417
96,111,204
3,203,707
6,921,952
-
5,675,386
112,951,666
$ 2.79
$ 0.20
$ 0.53
$ 1.00
$ 0.20
per GSF
per GSF
per GSF
per GSF
per GSF
$ 0.50
$ 0.32
$ 0.80
$ 0.30
$ 0.70
$ 0.15
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
$ 1,048,811
$ 75,239
$ 199,856
$ 376,193
$ 75,239
$ 6,729,000
$ 188,097
$ 120,553
$ 300,954
$ 112,858
$ 263,335
$ 56,429
$ 9,546,563
$ 892,886
$ 1
$ 170,144
$ 320,265
$ 64,053
$ -
$ 160,133
$ 102,631
$ 256,212
$ 96,080
$ 224,186
$ 48,040
$ 2,334,629
$ 1,941,698
$ 75,240
$ 369,999
$ 696,458
$ 139,292
$ 6,729,000
$ 348,229
$ 223,184
$ 557,166
$ 208,937
$ 487,521
$ 104,469
$ 11,881,192
1,582,276
61,312
301,510
567,539
113,508
-
-
-
-
-
397,277
85,131
3,108,552
81.49%
81.49%
81.49%
81.49%
81.49%
0.00%
0.00%
0.00%
0.00%
0.00%
81.49%
81.49%
26.16%
Retail Leasing
Tenant Improvements
Leasing Commissions
Leasing Legal
Total Retail Leasing
$ 200.00 per Retail SF

$ 1
$ 1
$ 1
$ 3
$ 1,506,400
$ 476,000
$ 81,600
$ 2,064,000
$ 1,506,401 81.49% 1,227,555

$ 476,001
0.00% -
$ 81,601
0.00% -
$ 2,064,003 59.47% 1,227,555

Permit Fees
Impact and Proffer Fees, Legal and other fees
Bond Fees/LOC Fees
Misc. Fees
Total Fees, Bonds & Permits
$ 0.63
$ 0.50
$ 0.10
$ 0.10
per GSF
per GSF
per GSF
per GSF
$ 236,101
$ 188,097
$ 37,619
$ 37,619
$ 499,436
$ 201,000
$ 160,133
$ 32,027
$ 32,027
$ 425,186
$ 437,101
$ 348,229
$ 69,646
$ 69,646
$ 924,621
81.49%
81.49%
81.49%
81.49%
81.49%
356,190
283,769
56,754
56,754
753,467
Utilities
Water and Sewer Tap Fees
Elec, Gas, Low Voltage Fees
Additional Util Fees
Miscellaneous
Total Utilities
$ 1.00
$ 0.80
$ 0.50
$ 0.25
per GSF
per GSF
per GSF
per GSF
$ 376,193
$ 300,954
$ 188,097
$ 94,048
$ 959,292
$ 320,265
$ 256,212
$ 160,133
$ 80,066
$ 816,676
$ 696,458 81.49%
$ 557,166 81.49%
$ 348,229 81.49%
$ 174,115 81.49%
$ 1,775,968 81.49%
567,539
454,031
283,769
141,885
1,447,223

Testing Consultants and Inspections (ECS)
Third Party Code Inspector
Pre-Construction Survey of Adj Structures
Environmental Testing
Miscellaneous
Total Inspections & Testing
$ 0.60
$ 0.30
$ 0.07
$ 0.25
$ 0.10
per GSF
per GSF
per GSF
per GSF
per GSF
$ 225,716
$ 112,858
$ 26,334
$ 94,048
$ 37,619
$ 496,575
$ 192,159
$ 96,080
$ 22,419
$ 80,066
$ 32,027
$ 422,750
$ 417,875
$ 208,937
$ 48,752
$ 174,115
$ 69,646
$ 919,325
340,523
170,262
-
141,885
56,754
709,423
Marketing
Marketing/Leaseup Costs
Total Marketing
$ 0.88 per GSF
$ 331,050
$ 331,050
$ 281,833
$ 281,833
$ 612,883
$ 612,883
01/30/2015
176
81.49%
81.49%
0.00%
81.49%
81.49%
77.17%
0.00% -
0.00% -
Page 6 of 17
Hotel Alessandra
Project Budget / Credit Basis
Hotel
Apartments
$ 26,334
$ 18,810
$ 4,608,364
$ 45,143
$ 752,386
$ 5,451,037
$ 22,419
$ 16,013
$ -
$ 38,432
$ 640,530
$ 717,394
$ 48,752 81.49% 39,728

$ 34,823 81.49% 28,377
$ 4,608,364
0.00% -
$ 83,575 81.49% 68,105
$ 1,392,916
0.00% -
$ 6,168,430 2.21% 136,209
$ 3,385,737
$ -
$ 1,880,965
$ 1
$ 5,266,703
$ 2,882,385
$ -
$ 1,601,325
$ 67,788
$ 4,551,498
$ 6,268,122
$ 14,459,479
$ 3,482,290
$ 67,789
$ 24,277,680
$ 2,419,020
$ 2,419,020
$ 1,480,000
$ 1,480,000
$ 3,899,020 47.81% 1,864,138

$ 3,899,020 47.81% 1,864,138
$ 5,214,066
$ 3,898,895
$ 9,112,962
$ 5,214,066
$ 3,898,895
68.48% 6,240,645
68.48% -
$ 9,112,962 68.48% 6,240,645
HTC-Related Expenses
HTC Closing Costs
SHTC Bridge Loan Capitalized Interest Reserve
Arranger Fees
Contingency
Total HTC-Related Costs
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ 468,000
9.44% 44,200
$ 2,509,966 68.48% 2,062,619
$ 1,730,330
9.44% 163,420
$ 50,000
9.44% 4,722
$ 4,758,296 47.81% 2,274,962
Total Development Costs

Total Development Costs (Ex-Land)
$ 127,433,424
$ 112,515,306
$ 77,325,310
$ 69,243,428
$ 228,003,613 63.24% $ 144,194,155

$ 181,758,734 79.33% $ 144,194,155

Real Estate Taxes
Construction Auditing
General Liability
Hotel Startup, Mgmt, Operations
Env Insurance
Misc Public Works/Musuem/Ferry
Total Expenses During Construction
$ -
$ 0.07
$ 0.05
$ 12.25
$ 0.12
$ 2.00
not applicable
per GSF
per GSF
per GSF
per GSF
per GSF
Development Fee
Soft Cost Contingency
Retail TI Development Fee
Total Development Fee
$ 9.00
$ 9.00
$ 5.00
$ 9.00
per GSF
per GSF
per GSF
per GSF
Financing Fees
Construction Loan Financing Fees including
Recordation/Broker/Placement/Title/Lender/Due
Diligence/Legal/and other fees
Total Financing Fees
2.50%
Other Costs
Term Loan Capitalized Interest Reserve
Operating Losses During Leaseup
Total Other Costs
01/30/2015
177
Total
QRE %
63.24%
63.24%
9.44%
63.24%
55.53%
QRE
3,964,089
9,144,471
328,883
42,871
13,480,314
10.00%
Page 7 of 17
Hotel Alessandra
Credit Value Assumptions
Estimated QRE
FHTC:
Credit
Price/Value
20.00%
100.00%
10.00%
90.00%
SHTC:
Credit
Price/Value
Equity
Less Income Tax
Bridge Loan Portion
Estimated Credit Values (before expenses)
Federal Historic Tax Credits
State Historic Tax Credits
144,194,155
144,194,155
Total
28,838,831
28,838,831
2,883,883
25,954,948
Sale
25.00%
80.00%
36,048,539
28,838,831
-
(5,767,766)
16,640,698
20.00%
28,838,831
01/30/2015
178
23,071,065
51,909,896
Page 8 of 17
Hotel Alessandra
Closing Costs
HTC Closing Costs HTC Closing Costs

- State
- Federal
Bridge/Term Lender Counsel
Borrower/Special Tax Counsel
Investor Counsel
Accountant Fees - Modeling
Accountant Fees - Cost Certifications
Accountant Fees - Valuations
50,000
75,000
10,000
20,000
15,000
9,000

Total Closing Costs
179,000 289,000
01/30/2015
179
50,000
75,000
120,000
20,000
15,000
9,000
TOTAL CLOSING
COSTS
-
100,000
150,000
130,000
40,000
30,000
18,000
-
468,000
Page 9 of 17
180
181
182
183

Hotel Alessandra
Construction Schedule
Acquisition
Costs
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
7/31/2015
8/31/2015
9/30/2015
10/31/2015
11/30/2015
12/31/2015
1/31/2016
2/29/2016
3/31/2016
4/30/2016
5/31/2016
6/30/2016
7/31/2016
8/31/2016
9/30/2016
10/31/2016
11/30/2016
12/31/2016
1/31/2017
2/28/2017
3/31/2017
4/30/2017
5/31/2017
6/30/2017
7/31/2017
8/31/2017
9/30/2017
10/31/2017
11/30/2017
12/31/2017
1/31/2018
2/28/2018
3/31/2018
4/30/2018
5/31/2018
6/30/2018
7/31/2018
8/31/2018
Hard Costs
A&E - Base
Building
Retail Leasing
Fees, Bonds &

Permits
Utilities
Inspections &
Testing
Expenses During Cash Development

Construction
Fee
Financing Fees Other Costs
Marketing
Total Project
Costs
HTC Closing
Costs
Arranger Fee
Contingency
Total Development
Costs
23,000,004
-
2,906,768
2,906,768
2,906,768
2,906,768
2,906,768
2,906,768
3,633,460
4,505,490
5,377,520
6,540,227
7,266,919
7,993,611
7,993,611
7,993,611
8,138,949
10,464,364
9,446,995
9,446,995
7,993,611
7,993,611
6,540,227
6,540,227
5,086,843
2,906,768
1,453,384
290,677
290,677
-
1,459,342
275,736
275,736
275,736
275,736
275,736
275,736
274,951
274,951
274,951
251,399
234,913
254,845
170,318
29,440
29,440
29,440
29,440
29,440
23,552
23,552
23,552
16,486
16,486
16,486
11,776
11,776
11,776
9,421
9,421
-
269
2,064,000
-
924,622
-
1,775,969
-
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
38,305
-
25,741
-
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
257,019
135,706
135,706
135,706
135,706
82,246
82,246
82,246
82,246
82,246
82,246
-
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
409,092
216,001
216,001
216,001
216,001
130,909
130,909
130,909
130,909
130,909
130,909
-
3,899,020
-
14,492
35,539
66,355
93,252
122,508
154,135
187,577
222,276
258,239
294,905
331,713
368,101
404,057
439,035
472,455
503,748
532,907
272,720
280,997
30,847
-
25,189,503
980,151
980,151
3,886,919
3,886,919
3,886,919
3,886,919
3,886,134
3,886,134
4,612,826
5,475,796
11,176,030
7,565,844
8,234,905
10,625,944
8,881,601
8,915,043
9,095,081
11,456,458
10,469,867
10,192,272
8,775,544
8,804,166
7,385,760
7,242,324
5,815,523
3,664,606
1,951,035
794,250
2,608,100
-
468,000
-
1,730,330
-
50,000
-
27,437,833
980,151
980,151
3,886,919
3,886,919
3,886,919
3,886,919
3,886,134
3,886,134
4,612,826
5,475,796
11,176,030
7,565,844
8,234,905
10,625,944
8,881,601
8,915,043
9,095,081
11,456,458
10,469,867
10,192,272
8,775,544
8,804,166
7,385,760
7,242,324
5,815,523
3,664,606
1,951,035
794,250
2,608,100
-
23,000,004
145,338,383
5,171,563
2,064,269
924,622
1,775,969
919,326
25,741
6,176,669
9,831,301
3,899,020
5,085,858
204,212,726
468,000
1,730,330
50,000
206,461,056
01/30/2015
184
Page 14 of 17
Hotel Alessandra
Monthly Construction Funding Sequence
Total
Transaction
Period Ending Expenditures
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
07/31/15
08/31/15
09/30/15
10/31/15
11/30/15
12/31/15
01/31/16
02/29/16
03/31/16
04/30/16
05/31/16
06/30/16
07/31/16
08/31/16
09/30/16
10/31/16
11/30/16
12/31/16
01/31/17
02/28/17
03/31/17
04/30/17
05/31/17
06/30/17
07/31/17
08/31/17
09/30/17
10/31/17
11/30/17
12/31/17
01/31/18
02/28/18
03/31/18
04/30/18
05/31/18
06/30/18
07/31/18
Master Tenant
Parentco Equity
Equity
SHTC Bridge Senior Term
Contributions Contributions Loan Funding Loan Funding
Total Funding
Sources
Disbursement
Account
Balance
(27,437,833)
(980,151)
(980,151)
(3,886,919)
(3,886,919)
(3,886,919)
(3,886,919)
(3,886,134)
(3,886,134)
(4,612,826)
(5,475,796)
(11,176,030)
(7,565,844)
(8,234,905)
(10,625,944)
(8,881,601)
(8,915,043)
(9,095,081)
(11,456,458)
(10,469,867)
(10,192,272)
(8,775,544)
(8,804,166)
(7,385,760)
(7,242,324)
(5,815,523)
(3,664,606)
(1,951,035)
(794,250)
(2,608,100)
-
25,540,521
-
1,897,312
980,151
980,151
3,886,919
3,886,919
3,886,919
3,886,919
3,886,134
2,962,033
-
924,101
4,612,826
5,475,796
5,627,975
-
5,548,055
7,565,844
8,234,905
10,625,944
8,881,601
8,915,043
9,095,081
11,456,458
10,469,867
10,192,272
8,775,544
8,804,166
7,385,760
7,242,324
5,815,523
3,664,606
1,951,035
794,250
2,608,100
-
27,437,833
980,151
980,151
3,886,919
3,886,919
3,886,919
3,886,919
3,886,134
3,886,134
4,612,826
5,475,796
11,176,030
7,565,844
8,234,905
10,625,944
8,881,601
8,915,043
9,095,081
11,456,458
10,469,867
10,192,272
8,775,544
8,804,166
7,385,760
7,242,324
5,815,523
3,664,606
1,951,035
794,250
2,608,100
-
(138,757,609)
25,540,521
26,253,459
16,640,698
138,026,378
206,461,056
01/30/2015
185
Page 15 of 17
Hotel Alessandra
FHTC BRIDGE LOAN CASH FLOWS
FROM: _________ (as Lender )
TO: Master Tenant (as Borrower )
Period
Ending
9/30/2015
12/31/2015
3/31/2016
6/30/2016
9/30/2016
12/31/2016
3/31/2017
6/30/2017
9/30/2017
12/31/2017
3/31/2018
6/30/2018
9/30/2018
12/31/2018
Totals
Bridge Loan
Bridge Loan Bridge Loan Principal
Balance
Funding Amortization
25,954,948
25,954,948
25,954,948
25,954,948
25,954,948
18,745,240
11,535,532
11,535,532
11,535,532
4,325,825
4,325,825
-
25,954,948
-
(7,209,708)
(7,209,708)
(7,209,708)
(4,325,825)
-
25,954,948
(25,954,948)
01/30/2015
186
Bridge
Loan
Interest
Rate
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
Bridge Loan
Interest
Bridge Loan
Cash Flows
(389,324)
(389,324)
(389,324)
(389,324)
(389,324)
(281,179)
(173,033)
(173,033)
(173,033)
(64,887)
(64,887)
-
25,954,948
(389,324)
(389,324)
(389,324)
(389,324)
(7,599,032)
(7,490,886)
(173,033)
(173,033)
(7,382,741)
(64,887)
(4,390,712)
-
(2,876,673)
(2,876,673)
Page 16 of 17
Hotel Alessandra
SHTC BRIDGE LOAN CASH FLOWS
FROM: _________ (as Lender )
TO: Landlord (as Borrower )
Period
Ending
9/30/2015
12/31/2015
3/31/2016
6/30/2016
9/30/2016
12/31/2016
3/31/2017
6/30/2017
9/30/2017
12/31/2017
3/31/2018
6/30/2018
9/30/2018
12/31/2018
3/31/2019
6/30/2019
9/30/2019
12/31/2019
Bridge Loan
Bridge Loan Bridge Loan Principal
Balance
Funding Amortization
924,101
16,640,698
16,640,698
16,640,698
16,640,698
16,640,698
16,640,698
16,640,698
16,640,698
16,640,698
16,640,698
-
924,101
15,716,597
-
(16,640,698)
-
16,640,698
(16,640,698)
01/30/2015
187
Bridge
Loan
Interest
Rate
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
6.00%
Bridge Loan
Interest
Bridge Loan
Cash Flows
(13,862)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
-
924,101
15,702,736
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(249,610)
(16,890,309)
-
(2,509,966)
(2,509,966)
Page 17 of 17
188
2. Completed / In Process Projects Since 2010

Since 2010, Woodbine Development was the contract developer of the following hotel
projects:
Granite Hilton, Plano, TX Opened 2014. 299 keys, 30,000 square feet of meeting
space, full-service restaurant, fitness/pool. Project included certain tax incentives
provided through an economic development incentive agreement from the City of
Plano. Woodbine acted as a third-party fee developer.
Hyatt Regency Tysons Corner Center, Tysons Corner, VA Opening March

2015. 300 keys, 15,500 square feet of meeting space, full-service restaurant, fitness
center and indoor pool. Woodbine acted as a third-party fee developer.
Hotel Emma (Kimpton), San Antonio, TX Opening March 2015. 146 key
boutique hotel incorporated into 119 year old historic Pearl Brewery with new
adjoining tower. Woodbine acted as a third-party fee developer.
Valencia Group
Since 2010, Valencia Group and/or an affiliate of Valencia Group has developed or is
developing the following luxury projects:
Hotel Sorella Country Club Plaza, Kansas City, MO is operated by an affiliate of

Valencia Group. An affiliate of Valencia Group provided branding and technical
services to the owners of the hotel to assist in development. Hotel Sorella Country
Club Plaza opened in November 2013 with 132 keys.
Hotel Alessandra Houston, Houston, TX is owned by an affiliate of Midway

Companies. An affiliate of Valencia Group is providing branding and technical
services to the owners to assist in development. Hotel Alessandra Houston broke
ground in January 2015 and is expected to open during the fourth quarter of 2016.
At completion, the hotel will have approximately 225 guest rooms. This project is
funded with approximately 33% equity from high net worth individuals and a 67%
construction loan. Principals of Valencia Group have a minority interest investment
in this development.
189
Monday Properties
Since its founding in 1998, Monday Properties has completed over $11 billion of capital
transactions representing approximately 25 million square feet of commercial, mixed-use
and residential properties. Today, Monday Properties owns and operates over 5 million
square feet of real estate assets within its growing portfolio. Monday Properties
concentrates its business focus on projects where there is a strong alignment of interests
and a compelling incentive to realize value. Such would be the clear case in bringing Two
Canal Street to its best and highest use on the New Orleans skyline.
190
3. Guarantor and Guarantors Financial Capability

Monday Properties is the guarantor on the redevelopment by Two Canal Street Investors,
Inc. of the 2 Canal Street building into the Hotel Alessandra New Orleans & Residences.
There financial information is highly confidential and will be provided separately.
191
4. Developer Budget
2 Canal Residential + Hotel Aggregated Budge t

2 Canal Investors
Amount
Unit
Total Acquisition Costs

Hard Costs
Retail Costs-Base Building
Building Costs (loaded)
Selective Demolition and Abatement
Hotel - non FFE upgrades over shell
FF&E & Owner Items
Hotel Mtg/Spa Building at 64,000 GSF
Owner Hard Cost Contingency
Total Hard Costs
$
$
$
$
175.00
150.00
10.00
20.00
per GSF
per GSF
per GSF
per GSF
$
$
235.00 per GSF

20.00 per GSF
Hotel
20,366,404
Residential
10,133,596
30,500,000
$
$
$
$
$
$
$
$
1
51,928,950
3,461,930
6,923,860
6,729,000
15,040,000
13,329,160
97,412,901
$
$
$
$
$
$
$
$
1,318,100
48,039,750
3,202,650
1
1
52,560,502
$
$
$
$
$
$
$
$
1,318,101
99,968,700
6,664,580
6,923,861
6,729,000
15,040,001
13,329,160
149,973,403
$
$
$
$
$
$
$
$
$
$
$
$
965,173
69,239
183,918
346,193
69,239
173,097
110,939
276,954
103,858
242,335
51,929
2,592,873
$
$
$
$
$
$
$
$
$
$
$
$
892,886
1
170,144
320,265
64,053
160,133
102,631
256,212
96,080
224,186
48,040
2,334,629
$
$
$
$
$
$
$
$
$
$
$
$
1,858,059
69,240
354,062
666,458
133,292
333,229
213,570
533,166
199,937
466,521
99,969
4,927,502
$
$
$
$
1
1
1
3
$
$
$
$
1,506,400
408,000
81,600
1,996,000
$
$
$
$
1,506,401
408,001
81,601
1,996,003
A&E - Base Building

Architecture
Rezoning/Predev
Civil Engineer
MEP -Base Building
Structural Engineer
Landscape Architect
Traffic
Interior Design
Low Voltage Consultants
Misc. Consultants
Reimbursables
Total A&E - Base Building
$
$
$
$
$
$
$
$
$
$
$
Retail Leasing
Tenant Improvements
Leasing Commissions
Leasing Legal
Total Retail Leasing
$
$
$

Permit Fees
Impact and Proffer Fees, Legal and other fees
Bond Fees/LOC Fees
Misc. Fees
Total Fees, Bonds & Permits
$
$
$
$
0.63
0.50
0.10
0.10
per GSF
per GSF
per GSF
per GSF
$
$
$
$
$
217,273
173,097
34,619
34,619
459,608
$
$
$
$
$
201,000
160,133
32,027
32,027
425,186
$
$
$
$
$
418,273
333,229
66,646
66,646
884,793
Utilities
Water and Sewer Tap Fees
Elec, Gas, Low Voltage Fees
Additional Util Fees
Miscellaneous
Total Utilities
$
$
$
$
1.00
0.80
0.50
0.25
per GSF
per GSF
per GSF
per GSF
$
$
$
$
$
346,193
276,954
173,097
86,548
882,792
$
$
$
$
$
320,265
256,212
160,133
80,066
816,676
$
$
$
$
$
666,458
533,166
333,229
166,615
1,699,468

Testing Consultants and Inspections (ECS)
Third Party Code Inspector
Pre-Construction Survey of Adj Structures
Environmental Testing
Miscellaneous
Total Inspections & Testing
$
$
$
$
$
0.60
0.30
0.07
0.25
0.10
per GSF
per GSF
per GSF
per GSF
per GSF
$
$
$
$
$
$
207,716
103,858
24,234
86,548
34,619
456,975
$
$
$
$
$
$
192,159
96,080
22,419
80,066
32,027
422,750
$
$
$
$
$
$
399,875
199,937
46,652
166,615
66,646
879,725
2.79
0.20
0.53
1.00
0.20
0.50
0.32
0.80
0.30
0.70
0.15
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
per GSF
200.00 per Retail SF

60.00 per Retail SF
12.00 per Retail SF
Marketing
192
Marketing/Leaseup Costs
Total Marketing
0.88 per GSF
$
$
304,650
304,650
$
$
281,833
281,833
$
$
586,483
586,483
$
$
$
$
$
$
24,234
17,310
4,240,864
41,543
692,386
5,016,337
$
$
$
$
$
$
22,419
16,013
38,432
640,530
717,394
$
$
$
$
$
$
46,652
33,323
4,240,864
79,975
1,332,916
5,733,730

Real Estate Taxes
Construction Auditing
General Liability
Hotel Startup, Mgmt, Operations
Env Insurance
Misc Public Works/Musuem/Ferry
Total Expenses During Construction
$
$
$
$
$
$
0.07
0.05
12.25
0.12
2.00
Development Fee
Development Fee
Soft Cost Contingency
Retail TI Development Fee
Total Development Fee
$
$
$
30.00 per GSF

10.00 per GSF
9.00 per GSF
$
$
$
$
10,385,790
3,461,930
1
13,847,721
$
$
$
$
9,607,950
3,202,650
67,788
12,878,388
$
$
$
$
19,993,740
6,664,580
67,789
26,726,109
4.00%
$
$
5,104,320
5,104,320
$
$
2,752,000
2,752,000
$
$
7,856,320
7,856,320
3,320,142
5,910,977
3,320,142
2,590,835
120,125
2,710,960
$
$
$
6,031,102
$
$
149,764,725 $
129,398,321 $
62%
88,050,908
77,917,312
$
$
237,815,633
207,315,633
not applicable
per GSF
per GSF
per GSF
per GSF
per GSF
Financing Fees
Construction Loan Financing Fees including
Recordation/Broker/Placement/Title/Lender/Due
Diligence/Legal/and other fees
Total Financing Fees
Other Costs
Capitalized Interest
Operating Losses During Leaseup
Total Other Costs
Total Development Costs
Total Development Costs (Ex-Land)
193
2 Canal Residential + Hotel Summary ProForma

2 Canal Investors
The following metrics assume no HTC and no refinancing, for illustration purposes only.
Uses of Funds
Land Costs
Hard Costs
Soft Costs
Financing Costs
Capitalized Interest
Operating Losses
Total Uses of Funds
Total Ex-Land
$
$
$
$
$
$
$
$
APT
10,133,600
52,560,502
19,893,396
2,752,000
2,590,835
120,125
88,050,458
77,916,858
Sources of Funds
Debt Financing
Equity Financing
Total Sources of Funds
$ 70,440,366 $ 119,812,140 $ 190,252,506

$ 17,610,092 $ 29,953,035 $ 47,563,127
$ 88,050,458 $ 149,765,175 $ 237,815,633
$
$
$
$
$
$
$
$
Hotel
20,366,404
97,413,051
23,561,258
5,104,320
3,320,142
149,765,175
129,398,771
$
$
$
$
$
$
$
$
Total
30,500,004
149,973,553
43,454,654
7,856,320
5,910,977
120,125
237,815,633
207,315,629
Construction loan assuming no HTC of ~$51.5 million
NOI-Residential
NOI-Hotel
Interest Expense
Cash Flow before HTC
HTC Equity Cost
Debt Service Coverage

Yield on Cost (at Stabilization)
4
5
6
7
8
9
10
2018
2019
2020
2021
2022
2023
2024
$ 2,629,165 $ 5,309,033 $ 6,280,760 $ 6,589,824 $ 6,793,328 $ 7,003,256 $ 7,219,809
$ 9,919,321 $ 11,371,220 $ 12,623,011 $ 14,804,711 $ 15,277,838 $ 15,761,134 $ 16,239,699
$ 12,548,486 $ 16,680,253 $ 18,903,771 $ 21,394,535 $ 22,071,165 $ 22,764,390 $ 23,459,508
$
$
$
$
(8,302,142)
4,246,344
(1,441,900)
2,804,444
1.51
$ (8,560,995) $ (8,561,363) $
$ 8,119,259 $ 10,342,409 $
$ (1,441,900) $ (1,441,900) $
$ 6,677,359 $ 8,900,509 $
1.95
2.21
7.95%
(8,561,363)
12,833,172
(1,441,900)
11,391,272
$
$
$
$
(8,561,363) $ (8,561,363) $ (8,561,363)

13,509,803 $ 14,203,027 $ 14,898,145
(1,441,900)
12,067,903 $ 14,203,027 $ 14,898,145
2.50
Footnotes:
Years 1-3 shown on development budget page
Interest Expense @4.75% interest only loan
Replacement Reserves @$250 per apartment unit and @3% to 5% of revenue for hotel is included in above NOI line
Debt Service coverage of 1.71 (see Aggregate Summary) with 20 year amortization of a 6% loan, $124.3 million permanent loan
HTC not considered throughout workbook except where noted
HTC Equity cost @5% of assumed $28,838,000 per Crescent Capital Sheet
See Aggregate summary for levered and unlevered IRR by Source, Peak Capital, and other metrics
The numbers in this workbook are updated from the Crescent Capital PDF in the written response.
194
2.58
2.66
2.74
5. Surety Company Approval

Arthur J. Gallagher Risk Management Services, Inc.
195
6. Estimate of Projected Employment

Pre-Construction will begin on May 1, 2015 and Construction will continue through
December 31, 2017. During this time we estimate that between 800 and 1,000 jobs will be
created. While it is possible that those who are on the job in early months go away and are
not there in peak months, it is not really that likely. We estimate an additional 20% over
peak to pick up jobs that may have come and gone by and after peak. Assuming in the
course of 18 months that 20% of the total peak per trade have come and gone and are not
included in the peak value, the 835-person peak manpower would increase to 1,000.
A large number of permanent jobs will result from operating Hotel Alessandra New Orleans
and Residences as well as the Maritime Museum and restaurant tenant.
Hotel Operations
Hotel Restaurant
Banquet/Catering
Valet
Spa
Jazz Club
Tenant Restaurant
LA Maritime Museum
190 FTE
50 FTE
40 FTE
25 FTE
15 FTE
35 FTE
50 FTE
60 FTE
This results in approximately 465 total Full Time Equivalent employees. At an average
annual blended wage of $30,000, total annual payroll not including benefits would be
approximately $14 million. This number does not include the additional employment
resulting from the new carriage stand and the hundreds of vendors who will service these
facilities.
196
7. Orleans Parish Local Business Participation

ARCHITECT/DESIGN
Perez, APC
Architect Angela OByrne
Lead Architect Pio Lyons
317 Burgundy Street, Suite 11
504-813-8885
HISTORIC TAX CREDIT ADVISORS
Frank Rabalais
201 St. Charles Avenue, Suite 4205
504-378-3470
GENERAL CONTRACTOR
The McDonnell Group
Allan McDonnell
3350 Ridgelake Drive, Suite 170
Metairie, LA 70010
504-219-0032
DBE COMPLIANCE OFFICER
Arnold Baker
2800 Frenchmen Street
504-947-8081
PROJECT ATTORNEY
Davillier Law Group
Daniel Davillier, Exq.
504-582-6998
RESIDENTIAL MARKETING
Sothebys International Realty
Dorian Bennett
2340 Dauphine Stret
504-944-3605
197
PROJECT ADVISOR/SECRETARY
Al Thompson, Esq.
One Canal Place
504-588-2171
PROJECT ADVISOR
Patrick Klonz, Esq.
504-821-9900
STRUCTURAL ENGINEER
Morphy Makofsky, Inc.
336 N. Jefferson Davis Parkway, Suite 200
504-488-1317
MEP ENGINEER
Gallo Mechanical, LLC
3850 N. Causeway Boulevard, Suite 1300
Metairie, LA 70002
504-944-6736
MEP ENGINEER
Moses Engineering
504-566-1725
MEP ENGINEER
MCC Group
3001 17th Street
Metairie, LA 70002
504-833-8291
Refer to DBE list in Exhibit XVI for further Project additions.
198
199
E. Financial and Lease Terms
200
Financial Response to the RFP

Two Canal Street Investors, Inc. proposes to lease the Two Canal Street building
and property via a ninety-nine (99) year Lease hereinafter (Conveyance). Two
Canal Street Investors, Inc. proposes to enter into negotiations with respect to the
Lease with the City of New Orleans/NOBC. Terms and Conditions of the
conveyance shall be agreed to in t h e Agreement with the City of New Orleans,
generally as put forth by NOBC in the RFP, as to be negotiated.
Subsequent to entering into the Lease, Two Canal Street Investors, Inc. looks forward to
working with the City of New Orleans and expects to share risks and rewards in
establishing this buildings anchor role in the future tourism of New Orleans, and favorably
impacting the Citys long-term financial condition. Two Canal Street Investors, Inc. will
proceed expeditiously in the NOBC Lease negotiations, and in financing and developing
the 2 Canal Street site, so as to return the property into commerce as soon as reasonably
practicable without adverse impacts on public resources or surrounding properties,
businesses and neighborhoods.
A. TWENTY-THREE MILLION DOLLARS ($23,000,000) paid to the City of New
Orleans/ NOBC (or the City of New Orleans at the signing and execution of
the Lease).
B. The greater of an Annual Base Rent payment to the City of New Orleans in
the amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS

($2,500,000.00), payable one year from the execution of the Lease and
each year thereafter for the remainder of the Lease OR six percent (6.0%
of Gross Revenues received by Two Canal Street Investors, Inc. There will
be a Consumer Price Index (CPI) adjustment to the Base Rent at the end of
every fifth year, based on the date from the first Lease payment. The
amount of the CPI adjustment will be determined by the average of the
CPI increase/decrease for the previous five years, but not to exceed a ten
percent (10%) increase per review period.
C. Two Canal Street Investors, Inc. proffers a twenty-five percent (25%) of
the gross sales price to the City of New Orleans/NOBC from any rental to
condominium conversions of the residential units at World Trade Center.
The rental residences associated with the development must be
maintained for a period of five years before conversion could take place
due to the utilization of historic tax credits.
D. Two Canal Street Investors, Inc. proffers a ten percent (10%) participation
above its costs to the City of New Orleans/NOBC in any refinancing of the
acquisition and development, loan payoff or profits generated on an
approved sale of the Leasehold.
201
The Bureau of Governmental

Research has noted in the past
that a TIF (Tax Increment
Financing District) was unfair
to existing hotels, all of which
have to pay the 13 percent tax,
and claimed it would
cannibalize guests from other
hotels.
We do not ask for a TIF.
The uses envisioned herein will
attract visitation to, the World Trade Center building and the more-enlivened Mississippi
Riverfront. These proposals show the City, in narrative and in economic analysis, that our
proposal will bring great economic income and increased tourism.
We provide the City an array of uses to generate maximum income for the City more than
other uses plus significant additional tax and other revenue from more tourism, new
tourism draws (e.g., Maritime Museum, rejuvenated Ferry Terminal, Wonder Wall of New
Orleans art, jazz lounge, restaurants, bars, etc.), a greater set of attractions. In additional to
the upped dividends from the greater use of currently underutilized properties, our
proposal works to spotlight and showcase the City with sit-up-and-take-notice
improvements.
202
203
E. Disadvantaged Business Enterprises (DBE) Plan
204
Minority-owned businesses are an important, integral and vital part of the overall fabric and
strength of our local community as well as other communities around America. Minority,
women and veteran-owned local businesses are likewise a vital part of the 2 Canal Street
Investors, Inc. Teams overall plan.
Arnold Baker
Arnold Baker, an equity owner in Two Canal Street Investors, Inc., will be responsible for
Compliance Oversight of its DBE program implementation. Baker is well known to the
citizens and the governmental leaders of New Orleans, for his role in the citys DBE
program. Nobody could be more serious about implementing a workable and results-laden
DBE program than Arnold Baker.
Baker is the CEO of Baker Ready Mix & Building Materials, a
regional producer of concrete and provider of aggregates and
construction materials. Recipient of the National Black
Chamber of Commerces Entrepreneur of the Year, the NBCC
Business Concept of the Year and being inducted into the
Louisiana Business Hall of Fame, he is the past Chairman of
the National Black Chamber of Commerce. Baker has served
as the Vice Chairman of the New Orleans Business Council,
Kate Middleton Elementary School Board and as a director on
several local boards including the New Orleans Board of
Trade and the Greater New Orleans Construction Taskforce.
He regularly serves on boards and commissions as evidence
of his ongoing commitment to both community and business development. New Orleans
Young Leadership Council named Baker a 2014 Role Model for the City.
Serving on mall management and redevelopment teams for three of the nations largest
mall developers immediately after college, gave Arnold an early appreciation for the unique
political, financial and community challenges and opportunities facing diverse urban
centers and the minority business community.
This experience was further refined at the City of New Orleans, where he served in several
capacities including Assistant to the Mayor for Policy, Planning and Development
supporting the financing and diversity business inclusion compliance requirements for
over a dozen mixed use public private development and construction projects. He worked
on large public-private developments like the Ritz-Carlton Hotel, the New Orleans Arena,
and Jazzland Theme Park. After leaving the city but immediately prior to starting Baker
Ready Mix, Arnold served as Managing Member of the Centergy Development Group, a
Southeast region construction management and development consultancy assisting
developers and contractors with project compliance challenges.
Baker is a graduate of Texas State University, and is the recipient of a host of awards and
recognitions including the National Black Chamber of Commerce Entrepreneur of the Year,
JA Louisiana Business Hall of Fame, and the DNP Trail Blazer of the Year awards, amongst
others.
205
Baker has also spoken before Congress, in his position as Chair of the Nation Black
Chamber of Congress. Baker has been honored for his exceptional civic and humanitarian
contributions to the New Orleans area.
Perez
Our local design firm Perez is a woman-owned company. Angela OByrne is the President
of Perez, APC, a 70-year-old architecture, landscape architecture, planning, and interior
design firm based in New Orleans. She is past president of AIA New Orleans for 2005. PostKatrina, she founded City Works, a 501c-3 non-profit dedicated to transforming New
Orleans into a model city for the nation. Previously, she spent 12 years in New York
working at the architectural firms of SOM, Gensler, and DMJM. She has substantial
experience in the design of various building types, including low-income housing, justice,
hospitality, transportation, corporate interiors, education, and others.
OByrne holds a Bachelor of Architecture degree from
Tulane University, and an MS in Real Estate Development
from Columbia University. She is a registered architect in
a dozen states and has won numerous awards. She was
named one of the 40 under 40the Power Generation
by City Business in 1999; 40 under 40 by Gambit in 2000;
Woman of the Year by City Business in 2001 and 2006;
Architect of the Year by New Orleans Mayor Marc Morial
in 2002; and was selected for the New Orleans Regional
Leadership Institute (NORLI) in 2000. She is active in a
number of civic, industry, and trade associations
(Womens Professional Council, Commercial Real Estate
Women, Urban Land Institute, National Contract
Management Association, American Institute of Architects, Jefferson Parish Chamber of
Commerce), and sits on the Board of AIA Louisiana, the New Orleans Regional Leadership
Institute, the Tulane School of Architectures Deans Advisory Committee, and recently
completed a three-year term on the Board of the New Orleans Regional Chamber of
Commerce.
In addition to her career achievements, OByrne has volunteered actively in her community,
including activities such as STAIR (teaching failing inner-city children to read); chairing
construction for four years benefitting Second Harvesters Food Bank; and many other
activities. She is fluent in Spanish and has three grown children.
Disadvantaged Business Enterprises

There are qualified lists of Disadvantaged Business Enterprises accepted in the city, by
City agencies (Airport Authority, the Orleans Levee District, the Regional Transit
Authority and the State Dept. of Transportation and Development). We have these lists,
206
and will go first to them for firms to contract with, so we meet and exceed on every level
the 35% DBE participations level. A firm is certifiable under this program if it is at least
51% owned and controlled by individuals who are socially and economically
disadvantaged, and where the firm is not dominant in its industry. There are no
presumptions of disadvantaged status for any racial, ethnic group or gender. From those
three lists, the types of businesses which might be utilized by the World Trade Center
operations and Developer, and where there are certified companies include, but are not
limited to:
1. Concessions
22. Baked goods
2. Architecture and Engineering
23. Trucking and commercial transportation
3. Construction Contractors
24. Insurance management and agencies
4. Limousine service
25. Steel fabrication for fence and guardrail
5. Transportation planning
26. Oil and petroleum products
6. Lawn maintenance
27. Industrial supplies
7. Exterminating services
28. Temporary staffing
8. Drug testing
29. Data processing and equipment
9. Pressure washing and exterior
30. Commercial cleaning
maintenance
31. Environmental remediation
10. Security and patrol services and
32. Accounting
surveillance
33. Employee background checks
11. Messengers
34. Sign manufacturing
12. Janitorial services
35. Public relations and marketing check
14. Facilities support
36. Computer systems
15. Clothing stores for uniforms
37. Research services
16. Food service contractors
38. Training
17. Electrical contractors
39. Interior design
18. Stationery and office supplies
40. Event planning
19. Vending machines
41. Shuttle buses
20. Painting
42. Catering
21. Safety equipment
43. Legal
Moreover, most of the work in the development/construction phase will be handled by
our General Contractor the McDonnel Group, which has a 100% record for always
meeting DBE participation expectation in all their contracts with the City. The firm has no
derogatory emails on record and has never been removed from any public-funded project.
The following two pages contain the McDonnel Group DBE guidelines, which will be
followed by them on this project as well:
McDonnel Group MBE/WBE/DBE Program

Our General Contractor The McDonnel Group has implemented the following policy and
procedures. These procedures have been established as a foundation upon which to
continually build for the betterment of MBE/WBE/DBE businesses and the construction
industry in general.
The McDonnel Group acknowledges this is an evolutionary process. With time, new
practices will be adopted, old practices renewed and a better understanding of the
207
overall program attained. This outline is considered to be a streamlined approach that

yields itself to flexibility. It is The McDonnel Groups hope and desire that, through this
program, new relationships will be established. Subcontractors who may not otherwise
have the benefit of performing work on associated projects will be given the
opportunity to expand. During the course of this program, it is anticipated that small
businesses have the opportunity to expand and grow and become more proficient in
every area of the trade (i.e. accounting, trade skills, management, people skills, business
savvy, etc.) For those who can effectively perform their respective scope of work and
render a quality product, it is hoped that long-term relationships are developed.
Pre-Construction Services
The McDonnel Group recognizes that in order to affect the above goal, outreach and good
faith efforts are needed to initiate interest, identify recruitment sources and structure
procurement in such a way to allow MBE/WBE/DBE contracting firms the opportunity
for involvement. It is our intent to accomplish this via the following methods: community
outreach meetings, advertisements, notification to related organizations, project scope
forms, time lines and particulars sent to prospective MBE/WBE/DBE by certified mail
return receipt requested, follow up by telephone five days after mailing. Pre-bid meetings
and a structuring of bid packages will allow for breakdown of work and comparable scope
between similar trades, matching MBE/WBE/DBEs with prospective bidders on large
packages where they may not be competitive. The McDonnel Group will begin by
drawing on its existing database of MBE/WBE/DBE subcontractors and suppliers. This
database was built over our 12 years of seeking out and working with minority and
disadvantaged businesses.
The McDonnel Group will conduct additional outreach through advertisements to trade
organizations, special interests group publications and large distribution publications.
The McDonnel Group hopes to make the contracting opportunities widely recognizable.
It is The McDonnel Groups intent to structure verbiage of this advertisement in such a
way to show forth sincerity and responsibility. Subcontractors who respond to said
advertisements would be maintained in a database for future contact when their
appropriate scope of work is bid. In addition to advertisements, it is The McDonnel
Groups intent to notify various organizations whose purpose is to assist special interest
groups targeted for the construction industry. Letters requesting initial interest and
member listing will be forwarded to these organizations. Organizations wishing to
participate in said project will have their members listed in the contact list for bid
solicitation. Furthermore, The McDonnel Group will inform special interest organizations
of contracting opportunities by speaking when invited to the organizations meeting.
During the lecture, scopes of work targeted to special interest groups with approximate
dollar amounts will be made known.
The McDonnel Group will forward construction drawings and documents to the
organization to accommodate bidding convenience. When a particular scope of work is
published for bid solicitation, The McDonnel Group will further accommodate interested
bidders via pre-bid meetings. Pre-bid meetings will be conducted if one or all following
conditions are met: 1) The McDonnel Group deems it to be in the best interest of the
208
subcontractors; 2) Subcontractor(s) request a meeting, or 3) Complexity of scope of work

requires ample clarification. During the meeting, bidders will be given a bid package that
clearly defines a scope of work and a method of submitting proposals, availability and
access to construction documents.
Bid packages will be structured in a format which is simplified and conducive to
identifying scope between various subcontractors. In an attempt to accommodate
MBE/WBE/DBE participation, bid b o n d s will not be requested unless deemed necessary
by The McDonnel Group. A bid bond will be requested only when said scope of work
meets one or all of the following characteristics: scope is highly technical, work is critical
to the project schedule, scope of work is compromised of a high dollar value, or if required
by Owner. Once bids are received, it is The McDonnel Groups intent to ensure that all
subcontractors bid on comparable scopes of work.
In order to accommodate the aforementioned, it is necessary to define specific scopes of
work. For instance, does a drywall contractor pick-up installation of fire caulking, taping,
and finishing? A great deal of effort will be expended in analyzing the various proposals
for uniformity. If requested by a number of subcontractors or deemed by The McDonnel
Group to be a benefit to the project, various scopes of work may be broken down and
awarded to two or more subcontractors to accommodate a specific scope of work.
This will be beneficial to both the various subcontractors and The McDonnel Group to
limit high dollar exposures where it is not the norm for different subcontractors, limit
schedule risk when various subcontractors may not have the crew size to adequately
staff the project, and limit liability to the Owner, The McDonnel Group, and the
subcontractor. It is The McDonnel Groups intent through the above efforts to identify
the lowest bidders who are both qualified and have been responsive during the bidding
procedure. Once these firms have been identified, steps toward contract award and
negotiations will be initiated.
Contract Award
During the award of subcontract agreements, a number of steps will be taken to ensure
that the subcontractors have adequately prepared themselves and understand the work
which is to be performed, the time it is to be performed within, and the policies and
procedures which are to be followed as deemed necessary via the Owners contract and
The McDonnel Groups corporate policy. The lowest, most qualified subcontractor will be
notified and requested to meet with the Project Manager to discuss particulars associated
with the respective scope of work. Unless deemed necessary by The McDonnel Group
and/or required by the Owner, bonding will not typically be required. Bonding will be
required when one are all of the following pertains to a subcontractors scope of work:
High dollar amount

Highly specialized scope of work
Unusually long fabrication periods
Work which necessitates very large crew sizes
209
Once a contract has been awarded, subcontractors will immediately be notified of project
coordination meetings and copied on all correspondences that pertain to their portion of
work.
In order to assist MBE/WBE/DBE subcontractors who may not have adequate resources
to fulfill their portion of work, The McDonnel Group offers cash flow assistance. Cash
flow assistance can be any one or combination of the following:
The McDonnel Group will allow the subcontractors to assign their subcontract
agreements to financial institutions to accommodate lending requirements which

affect cash flow distribution
The McDonnel Group will also offer subcontractors assistance in accounting by
monthly payroll draws, joint check arrangements to vendors, etc.
Once a subcontract has been executed on behalf of both The McDonnel Group and
subcontractor, The McDonnel Group further strives to

MBE/WBE/DBE subcontractors through the construction process.
accommodate
Safety Standards
The McDonnel Group will strive to create an environment that is conducive to equality
among all subcontractors and employees regardless of age, religion, race, or gender. The
McDonnel Group further expects subcontractors to participate in such a work
environment and requires an acknowledgment of the same through The McDonnel
Groups Equal Opportunity Policy.
During the construction process, The McDonnel Group will strive to meet the employment
goals by following up with initial contacts whether initiated by The McDonnel Group or
on behalf of the applicant, by requesting lists of minority participants through the local
unions and trade organizations and disseminating lists to respective subcontractors. The
McDonnel Group will strive to refer minority, woman and disadvantaged businesses to
the proper union halls, trade organizations, and subcontractors when The McDonnel
Group cannot properly accommodate them.
The McDonnel Group will require all subcontractors to be bound by the same terms and
conditions as set forth in the MBE/WBE/DBE subcontracting and hiring plan.
Furthermore, all subcontractors are encouraged to comply with the spirit of Open
Access through all the same phases of their contracting and employment opportunities.
Subcontractors will be required to forward a written plan on how they are to obtain
and/or strive to meet the goals as set forth in the Subcontracting Plan.
During the construction process, The McDonnel Group will accommodate
MBE/WBE/DBE subcontractors via bimonthly labor draws, joint check to major
210
material and/or equipment suppliers, guaranteeing payment when requested by

material and/or equipment suppliers, and by providing accounting assistance. An
inclusive MBE/WBE/DBE program is not only critical for this project, but for every
project The McDonnel Group builds. Our proactive efforts match our own commitment
and we continually strive for improvement.
Negotiation with Local DBE Contractors and Sub-Contractors

To protect New Orleans DBEs, the Two Canal Street Investors, Inc. Team offers to
negotiate with local contractors and sub-contractors as opposed to bidding out the subcontracts that have traditionally left local DBEs out of the process. This is of immense
importance in taking our commitment to the highest level of successful results.
Bond Protection Insurance Program Alliant Bonding Solutions

Our Bond Protection Insurance Program will assure DBEs that bonding for their services
will be available. This is one of the most innovative and far-reaching proposals of any bidder
in the history of New Orleans for DBE participation. Heretofore, there have been many
competent DBE businesses which could perform the work required, but which could not
qualify for bonding, and so were eliminated from participating in larger projects such as
this. Please note the importance of the letter from Alliant Bonding Solutions on the
following page, which will explain both the workings and the importance of this offering by
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7jZ[T[f I
Ground Lease
ATTACHMENT TO RFP
REDEVELOPMENT OF 2 CANAL STREET
LEASE AGREEMENT
AMONG
NEW ORLEANS BUILDING CORPORATION, LANDLORD,
____________________TWO CANAL STREET INVESTORS, INC., TENANT,
AND
CITY OF NEW ORLEANS, INTERVENOR
THIS LEASE AGREEMENT (as amended, supplemented, replaced or otherwise
modified from time to time, collectively, the "Lease") is made as of this __ day of _____, 2015
(the "Effective Date"), by and among New Orleans Building Corporation, a Louisiana
non-profit public benefit corporation ("Landlord"), __________, a __________Two Canal
Street Investors, Inc., a Louisiana corporation ("Tenant"), and the City of New Orleans, as
intervenor (the "City").
RECITALS
A.
WHEREAS, the City owns the land more fully described on Exhibit A attached
hereto, which property is situated in the First Municipal District of the City of New Orleans,
State of Louisiana, having a municipal address of 2 Canal Street, New Orleans, Louisiana (the
"City Property").
B.
WHEREAS, the City leased the City Property to New Orleans International
Trade Building Corporation ("NOITBC"), pursuant to Lease, executed October 8, 1963,
recorded in Orleans Parish at COB 658A, folio 181, as amended by that certain Amendment to
Lease executed July 6, 1965, recorded in Orleans Parish at COB 668D, folio 73, that certain
Amendment to Lease executed September 19, 1968, recorded in Orleans Parish at COB 688,
folio 355, that certain instrument executed March 17, 1972, recorded in Orleans Parish, at COB
704, folio 694, and as further amended by that certain Amendment to Lease dated of even date
herewith, to be recorded in Orleans Parish (collectively, the "City Lease").
C.
WHEREAS, pursuant to that certain Assignment, Conveyance and Assumption
of Rights and Leases dated May 24, 2001, NOITBC assigned the tenant's interest under the City
Lease (as amended through March 17, 1972) to Landlord, and Landlord assumed all of
NOITBC's obligations thereunder.
D.
WHEREAS, pursuant to that certain Termination of Lease, and Transfer,
Assignment, Assumption and Quitclaim of Other Assets among World Trade Center of New
Orleans, Inc. ("WTC"), Landlord and the City, executed on March 9, 2012 and recorded in
Orleans Parish, Louisiana, under Notarial Archives Number 2012-10225, WTC conveyed and
transferred to Landlord the building, improvements and other constructions located on the City
Property (the "Existing Improvements", and together with the City Property, collectively, the
"Leased Premises").
E.
WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease and
redevelop, the Leased Premises, subject to the terms and provisions of this Lease.
NOW, THEREFORE, the parties do hereby agree as follows.
{DLG00018507.100018507.2 }1172269v4
ARTICLE I
DEFINITIONS
For the purposes of this Lease, the following terms shall have the meanings set
forth below, unless otherwise expressly provided in this Lease:
0.1
Additional Rent has the meaning set forth in Section 5.8 below.
0.2
Affiliate means any Person (1) which directly or indirectly Controls, or is
Controlled by, or is under common control with, that Person; or (2) which directly or indirectly
beneficially owns or holds a ten percent (10%) or more interest in that Person.
0.3
Alteration means any demolition, addition, alteration or improvement to the
Improvements or the Leased Premises.
0.4
Base Rent has the meaning set forth in Section 5.2 below.
0.5
Books and Records has the meaning set forth in Section 8.9 below.
0.6
Builder's All Risk Policies has the meaning set forth in Section 12.2 below.
0.7
Business Day means all days except Saturdays, Sundays and all days that are
official legal holidays of the City, the State of Louisiana or the United States.
0.8
Business Interruption Insurance has the meaning set forth in the definition of
"Gross Revenues" below.
0.9
Capital Reserve Fund has the meaning provided in Section 8.13.
0.10
Casualty has the meaning set forth in Section 14.1 below.
0.11
City has the meaning set forth in the Introductory paragraph hereof.
0.12
City Council means the Council of the City of New Orleans.
0.13
City Lease has the meaning set forth in the Recitals above.
0.14
City Property has the meaning set forth in the Recitals above.
0.15 Commence Construction or Commencement of Construction means the date

on which all of the Conditions to Commencement of Construction have been satisfied or waived
by Landlord and Tenant has commenced actual on-site construction of the Renovation at the
Leased Premises.
0.16 Commercial Space means any portion of the Leased Premises that is available for
use for commercial or retail purposes and which are part of or ancillary to the Project, including
without limitation the ground level commercial space consisting of approximately _______7,041
square feet and the commercial space located on the __2nd, 3rd, 4th, and 30th floors consisting of
approximately __39,639 square feet.
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0.17
Commencement Deadline has the meaning set forth in Section 7.5 below.
0.18 Comparable Project means a mixed-use project which includes (a) a hotel with
the Required Rating and categorized at an upper upscale level or above as defined by STR
Global, or in the event such rating system is discontinued, a comparable designation under a
comparable rating system performed by a globally recognized hotel rating company based on
rating guidelines comparable to STR Global, and (b) luxury residential apartments, and which (i)
has been constructed no earlier than five (5) years before the date in question, (ii) is comparable
in size and quality to the Improvements after giving effect to the Renovation as contemplated by
the Project Construction Plans and (iii) is located in the United States.
0.19 Completion Guaranty means that certain Completion Guaranty by Guarantorthe
guarantor thereunder in favor of Landlord and the City, as the same may be amended,
supplemented, replaced or otherwise modified from time to time, as required pursuant to Section
4.3 below.
0.20 Conditions to Commencement of Construction has the meaning set forth in
Section 4.3 below.
0.21 Control or Controlling means the possession, directly or indirectly, of the power
to either (i) vote ten percent (10%) or more of the securities or interests having ordinary voting
power for the election of directors (or other comparable controlling body) of such Person or (ii)
direct or cause the direction of management or policies of such Person, whether through the
ownership of voting securities or interests, by contract or otherwise. For purposes of calculating
the percentage of voting securities or interests owned or controlled by a Person, such Person shall
be deemed to own or control all voting securities or interests that are owned or controlled by his
or her spouse and all members of such Person's family to the second degree, and if such Person is
a legal entity then such Person shall be deemed to own or control all voting securities or interests
that are owned or controlled by any officer, director or owner of such Person and all spouses and
members of their respective families to the second degree.
0.22 CPI means the unadjusted monthly Consumer Price Index for All Urban
Consumers (CPI-U), U.S. City Average (All Items) published by the Bureau of Labor Statistics
of the U.S. Department of Labor. If this index is no longer published, then the CPI shall refer to
a comparable index measuring changes in the cost of living for urban consumers as published by
an agency of the United States or, if no such comparable index is published by an agency of the
United States, then a comparable nationally recognized index published by a reputable financial
source selected by Landlord and acceptable to Tenant.
0.23
CZO has the meaning set forth in Section 3.1 below.
0.24 DBE Plan means the Disadvantaged Business Enterprise Plan attached hereto as
Exhibit B, and any amendments thereto, all as approved by the City of New Orleans Office of
Supplier Diversity.
0.25 Default Rate means the lower of (a) the maximum rate permitted by law and (b)
5% in excess of the Prime Rate as published in the Money Rates of the Wall Street Journal,
which is the base rate on corporate loans posted by at least 75% of the nations' 30 largest banks.
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31172269v4
If the Prime Rate or the Wall Street Journal is no longer published, then the Prime Rate shall be a
comparable rate published by a reputable financial source selected by Landlord and reasonably
acceptable to Tenant.
0.26
Deposit has the meaning set forth in Section 5.1 below.
0.27
Effective Date has the meaning set forth in the Introductory paragraph above.
0.28 Environmental Event means and shall include, but not be limited to, a spill,
discharge, leakage, pumpage, drainage, pourage, interment, emission, emptying, injecting,
escaping, dumping, disposing, migration or other release of any kind of Hazardous Substances
on, from, in, to, under or about the Leased Premises in violation of applicable Environmental
Law, or the presence of Hazardous Substances on, in, under or about the Leased Premises in
violation of applicable Environmental Law.
0.29 Environmental Law means any Governmental Requirement with respect to
environmental conditions or the use, generation, manufacture, production, storage, treatment,
disposal, or transportation of Hazardous Substances, including, without limitation, the following
laws and all regulations promulgated thereunder: Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the
Hazardous Material Transportation Act, as amended (49 U.S.C. Section 1801, et seq.), the
Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et seq.), the
Toxic Substance Control Act, as amended (15 U.S.C. Section 2601, et seq.), the Louisiana
Environmental Quality Act, as amended (La. R.S. 30:2001, et seq.), the Louisiana Solid Waste
Management and Resource Recovery Law, as amended (La. R.S. 30:2151, et seq.), the Louisiana
Hazardous Waste Control Law, as amended (La. R.S. 30:2171, et seq.), the Louisiana Resource
Recovery and Development Act, as amended (La. R.S. 30:2301, et seq.), the Hazardous Materials
Transportation and Motor Carrier Safety Law, as amended (La. R.S. 32:1501, et seq.), or the
successor laws and regulations thereto.
0.30
Environmental Reports has the meaning set forth in Section 16.2 below.
0.31
Event of Default has the meaning set forth in Section 19.1 below.
0.32
Evidence of Funds has the meaning set forth in Section 4.3 below.
0.33
Existing Improvements has the meaning set forth in the Recitals above.
0.34
Family Member or Entity has the meaning set forth in Section 17.5 below.
0.35 Final Completion means (i) the final completion of the Renovation in accordance
with the Project Construction Plans, subject to minor deviations, the provisions of this Lease and
all Governmental Requirements, including the completion of the punch-list type items referred to
in the definition of the term Substantial Completion, and (ii) the issuance of all final
Governmental Approvals necessary to use, occupy and operate all aspects and areas of the
Project in accordance with the terms of this Lease. Substantial Completion is a prerequisite to
Final Completion.
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0.36 Financing means one or more loans obtained by Tenant from Qualified Lenders
in an aggregate principal amount equal to $______119 Million Dollars in senior secured debt, in
addition to a bridge loan in an aggregate principal amount equal to $70 Million Dollars against
the federal and state historic tax credits available for the Project, for completion of the
Renovation.
0.37
Financing Condition has the meaning set forth in Section 4.2 below.
0.38
Financing Deadline has the meaning set forth in Section 4.2 below.
0.39
Force Majeure has the meaning set forth in Section 22.1 below.
0.40 Franchise Agreement means a franchise, trademark or license agreement

between Tenant and a Qualified Franchisor, in accordance with the Operating Standard and the
provisions of this Lease, as the same may be amended, supplemented, replaced or otherwise
modified from time to time, in each case in accordance with this Lease.
0.41 Franchisor means the hotel franchisor or licensor for the Hotel Portion who shall
be a Qualified Franchisor.
0.42 Full Rent Commencement Date means the date that is the earlier to occur of (a)
the Opening of the Project or (b) subject to extension as a result of Force Majeure, eighteen (18)
months after the Commencement Deadline.
0.43 GAAP means generally accepted accounting principles, applied on a consistent
basis, as set forth in Opinions of the Accounting Principles Board of the American Institute of
Certified Public Accountants and/or in statements of the Financial Accounting Standards Board
and/or their respective successors and which are applicable in the circumstances as of the date in
question. Accounting principles are applied on a "consistent basis" when the accounting
principles observed in a current period are comparable in all material respects to those
accounting principles applied in a preceding period.
0.44
GL Policy has the meaning set forth in Section 12.3 below.
0.45
Governmental Approvals has the meaning set forth in Section 7.4 below.
0.46 Governmental Requirements means all laws, ordinances, statutes, rules, codes,
ordinances and regulations of governmental authorities, acting in its governmental as opposed to
a private capacity, in any way applicable to the Project or the Leased Premises.
0.47
Gross Revenue Records has the meaning set forth in Section 5.6 below.
0.48
Gross Revenue Reports has the meaning set forth in Section 5.5 below.
0.49 Gross Revenues means with respect to any period of time, all revenue and
income of any kind derived directly or indirectly from all business and operations conducted at or
from the Project, specifically including but not limited to operations at the Project and the
Parking Facility, including validations and any monthly parking revenue collected under any
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monthly parking contracts from employees and subtenants of the Project (including of the
Residential Portion), and properly attributable to the period under consideration (including
rentals or other payments from Third Party sublessees, or concessionaires of space in the Project,
but not gross receipts of such Third Party sublessees, or concessionaires), determined in
accordance with GAAP and the Uniform System of Accounts, except that the following shall not
be included in determining Gross Revenues: (i) applicable excise, sales, occupancy and use
taxes, or similar government taxes, duties, levies or charges collected directly from patrons or
guests, or as a part of the sales price of any goods, services, or displays, such as gross receipts,
admission, cabaret, or similar or equivalent taxes and in any case paid to the taxing authority; (ii)
receipts from the financing, sale or other disposition of capital assets and other items not in the
ordinary course of the Project's operations and income derived from securities and other property
acquired and held for investment; (iii) receipts from awards or sales in connection with any
Taking, from other transfers in lieu of and under the threat of any Taking, and other receipts in
connection with any Taking; (iv) proceeds of any insurance, including the proceeds of any
Business Interruption Insurance; (v) rebates, discounts, or credits of a similar nature (not
including charge or credit card discounts, which shall not constitute a deduction from revenues in
determining Gross Revenues and provided that sales or rentals to employees at a discount which
are excluded from Gross Revenues shall not exceed one percent (1%) of Gross Revenues); (vi)
gratuities collected on behalf of employees; (vii) the amount of any expenses which are both
added to the rent and actually paid to Third Parties by Tenant in connection with any of the
Permitted Uses of the Leased Premises, including but not limited to, payments for utilities; or
(viii) any security deposits or other sums held in escrow by Tenant in connection with any of its
activities on the Leased Premises, such as but not limited to its renting out of residential
apartments, meeting space or the Commercial Space (however any net portion of any security
deposit retained or forfeited shall be included within Gross Revenues herein to the extent the loss
of the deposit reflects a forfeiture or recovery of unpaid rent). As used in this paragraph, (1) the
phrase "Uniform System of Accounts" means the latest edition of the Uniform System of
Accounts for the Lodging Industry that is published by the American Hotel & Lodging
Association or such successor publication; and (2) the phrase "Business Interruption
Insurance" means insurance coverage against "Business Interruption and Extra Expense"
(as that phrase is used within the United States insurance industry for application to transient
lodging facilities).
0.50
Guarantor means ____________.[RESERVED]
0.51 Hazardous Substances means (a) any substance, emission or material now or
hereafter defined as, listed as or specified in any Environmental Law or other Governmental
Requirements as a "regulated substance," "hazardous substance", "toxic substance", "pesticide",
"hazardous waste", "hazardous material" or any similar or like classification under any
Environmental Law, including by reason of ignitability, corrosivity, reactivity, carcinogenicity or
reproductive or other toxicity of any kind, or (b) any substance, emission or material determined
to be hazardous or harmful, or (c) any other hazardous or toxic substance, material or waste that
is or becomes regulated by any federal, state, or non-preempted local government authority, and
will include, without limitation, any material or substance that is (i) defined as a "hazardous
substance" under the Louisiana Environmental Quality Act, La. Rev. Stat. Ann. 30:2001 et
seq., (ii) petroleum, (iii) regulated levels of asbestos, (iv) designated as a "toxic pollutant"
pursuant to the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), as
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amended (v) defined as a "hazardous waste" pursuant to the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901
et seq., as amended, (vi) defined as a "hazardous substance" pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as
amended, or (vii) defined as a "regulated substance" pursuant to RCRA Subchapter IX
(Regulation of Underground Storage Tanks), 42 U.S.C. Section 6991 et seq.
0.52 Hotel Portion means that portion of the Project comprised of [__]318 keys and
the related amenities, as more particularly shown on the Project Construction Plans, as the same
may be modified from time to time as permitted herein. Any portion of the Project which is not
included in the Residential Portion shall be part of the Hotel Portion.
0.53
Impositions has the meaning set forth in Section 11.1 below.
0.54 Improvements means, collectively, the Existing Improvements and Tenant

Improvements.
0.55
Initial Construction Period has the meaning set forth in Section 3.1 below.
0.56 Insolvency Event means during the seven (7) years preceding the date in
question, a federal or state bankruptcy or insolvency proceeding instituted by or against, or the
appointment of a receiver, conservator, physical agent or similar officer for the business or assets
of any such Person, unless the same shall have been subsequently reversed, suspended, vacated,
annulled, or otherwise rendered of no effect under applicable law.
0.57
Indemnified Parties has the meaning set forth in Section 13.1 below.
0.58 Institutional Buyer means any of the following entities (or any entity directly or
indirectly through one or more intermediaries owning, controlling, owned by, controlled by or
under substantially common control with such entity): an investment bank, insurance company,
bank, savings and loan association, trust company, commercial credit corporation, employee
benefit plan, pension plan, pension fund or pension fund advisory firm, real estate investment
trust, mutual fund or other investment company, "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act of 1933, as amended (other than a broker/dealer),
or an institution substantially similar to any of the foregoing.
0.59
Insurance Trustee has the meaning set forth in Section 14.3 above.
0.60
Interim Rent has the meaning set forth in Section 5.2 below.
0.61
Landlord has the meaning set forth in the Introductory paragraph above.
0.62
Landlord Mortgage has the meaning provided in Section 18.4 below.
0.63 Landlord Mortgage Non-Disturbance Agreement has the meaning provided in

Section 18.4 below.
0.64
Landlord Objection Notice has the meaning set forth in Section 17.6 below.
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0.65
Lease has the meaning set forth in the Introductory paragraph hereof.
0.66
Leased Premises has the meaning set forth in the Recitals above.
0.67 Leasehold Mortgage means a mortgage, collateral assignment or other security

interest in this Lease and Tenant's interest in the Improvements in favor of a Leasehold
Mortgagee, as permitted herein.
0.68 Leasehold Mortgagee means the holder of a Leasehold Mortgage who is a
Qualified Lender.
0.69 Lease Year means a full twelve (12) month period beginning on January 1 of
each year. If the Full Rent Commencement Date is not on January 1, then the first Lease Year
shall be 12 months plus the remainder of the year from the Full Rent Commencement Date to the
end of that calendar year. Each Lease Year thereafter shall be a full 12 month period
commencing on January 1 and ending on December 31.
0.70
Lien has the meaning set forth in Section 10.7 below.
0.71 Luxury Apartments means residential apartment projects which provide high
quality and style, services and amenities at the level required of the Hotel Portion, and command
rental rates per square foot in the top 5% of the rental market in the French Quarter, Central
Business District and Warehouse District of the City of New Orleans as a result of the quality of
the apartment units, then-current modern design, high-quality services and amenities provided,
maintenance of a standard of excellence in the market, and modern high-end appliances and
finishes.
0.72 Management Agreement means a property management agreement between
Tenant and a Qualified Manager for the management and operation of the Project in accordance
with the provisions of this Lease, as the same may be amended, modified, supplemented or
replaced from time to time, in each case in accordance with this Lease.
0.73 Manager means the Person who manages the operations of the Project and is a
Qualified Manager.
0.74
Material Alteration has the meaning set forth in Section 10.3 below.
0.75
21.5 below.
Net Ownership Interest Sales Proceeds has the meaning set forth in Section
0.76
Net Project Sales Proceeds has the meaning set forth in Section 21.3 below.
0.77
New Lease has the meaning set forth in Section 18.1 below.
0.78 Opening of the Project means the date on which the Project is first opened for
business to the general public for the Permitted Uses following Substantial Completion of the
Renovation.
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0.79 Operating Standard means the operation and maintenance of the Project in a
first-class condition and in a clean, safe and orderly manner, including periodic cleaning,
repainting and redecoration of the Project, and repair and replacement of Tenant's Property, and
(i) with respect to the Residential Portion, operated and maintained as Luxury Apartments and
(ii) with respect to the Hotel Portion, on a full-service basis and in accordance with the terms of
the Franchise Agreement and in a manner consistent with the standards of operations and
operating plans that a Qualified Franchisor would reasonably be expected to undertake and
follow for the operation of a Comparable Project in order to obtain and maintain a minimum
Required Rating but in no event less than the standards required by the Franchise Agreement;
provided, however, Tenant shall not be required as a result of the aforesaid covenant to (a)
provide amenities or facilities that are impracticable as a result of the physical constraints of the
Project, or (b) undertake any actions prohibited by this Lease.
0.80
Ownership Group has the meaning set forth in Section 21.2 below.
0.81
Ownership Interest Sale Amount has the meaning set forth in Section 21.2
0.82
Ownership Interest has the meaning set forth in Section 21.2 below.
below.
0.83 Parking Agreement means that certain Parking Agreement dated as of the date
hereof among Landlord, Tenant and the City as intervenor pertaining to the use of parking spaces
in the Parking Facility, as the same may be amended, modified, supplemented or replaced from
time to time.
0.84 Parking Facility means that certain parking facility located at 100 Poydras Street,
New Orleans, Louisiana, or any replacement parking facility or location subject to the Parking
Agreement.
0.85
Partial Taking has the meaning set forth in Section 15.1 below.
0.86
Percentage Rent has the meaning set forth in Section 5.4 below.
0.87
Percentage Rent Threshold Level has the meaning set forth in Section 5.4
below.
0.88
C hereto.
Permitted Encumbrances means the matters set forth and described on Exhibit
0.89 Permitted Hazardous Substances means those Hazardous Substances that are
necessary and appropriate for use in connection with the Permitted Use in de-minimus amounts,
but only if those Hazardous Substances are at all times transported, used, stored, and disposed of
in compliance with all applicable Environmental Laws and other Governmental Requirements,
and will not result in an Environmental Event.
0.90
Permitted Uses has the meaning set forth in Section 3.1 below.
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0.91 Person means a natural person, corporation, partnership, joint venture trust,
unincorporated association, limited liability company or other entity.
0.92 Project means the Leased Premises and the Renovation and other related work for
redevelopment of the Leased Premises for the Permitted Uses, containing at least ___318 rooms
and at least ___240 residential units, and approximately ___46,680 square feet of Commercial
Space together with the installation of Tenant's Property, as permitted pursuant to this Lease.
The Project is comprised of the Hotel Portion and the Residential Portion.
0.93
Project Architect has the meaning set forth in Section 7.2 below.
0.94
Project Contractor has the meaning set forth in Section 7.3 below.
0.95
Project Construction Plans has the meaning set forth in Section 7.2 below.
0.96 Project Construction Schedule means the schedule of critical dates with respect
to the Renovation and Opening of the Project as set forth on Exhibit E attached hereto and made
a part hereof.
0.97
Project Sale Amount has the meaning set forth in Section 21.3 below.
0.98
Project Schematic Plans has the meaning set forth in Section 7.2 below.
0.99 Qualified Architect means an architect that at the time engaged satisfies all of the
following criteria: (i) is licensed and otherwise in compliance with all applicable Governmental
Requirements to do business and act as an architect in the State of Louisiana and in the City of
New Orleans, Louisiana for the type of work proposed to be performed by such architect; (ii) is
well experienced as an architect in comparable work; and (iii) such architect is not in default
under any material obligation to Landlord or the City under any other contract between such
architect and Landlord or the City.
0.100 Qualified Contractor means a general contractor that at the time engaged
satisfies all of the following criteria: (i) is licensed or otherwise in compliance with all applicable
Governmental Requirements to do business and act as a general contractor in the State of
Louisiana and the City of New Orleans, Louisiana for the type of work proposed to be performed
by such contractor; (ii) possesses the capacity to obtain payment and performance bonds in the
full amount of the pertinent construction contract from a Qualified Surety, to the extent required
under this Lease; (iii) is well experienced as a general contractor in comparable work; and (iv)
such general contractor is not in default under any material obligation to Landlord or the City
under any contract between such general contractor and Landlord or the City.
0.101 Qualified Franchisor means a hotel franchisor who at the time engaged satisfies
the following qualifications: (a) the Franchisor is a recognized reputable and experienced
franchisor of an upper upscale or luxury national hotel franchise possessing experience in
flagging hotel properties similar in size, scope, use and value as the Project; (b) the Franchisor is
retained pursuant to a Franchise Agreement that complies with the provisions of Section 8.4
below; (c) neither the Franchisor nor an Affiliate of the Franchisor shall be in default that has not
been cured under any lease, contract or other agreement with the Landlord, City or any of its
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10 1172269v4
boards, departments or agencies; and (d) neither the Franchisor nor an Affiliate of the Franchisor
has been the subject of an Insolvency Event.
0.102 Qualified Lender means a Person which is: a state or federally chartered savings
bank, savings and loan association, credit union, commercial bank or trust company or a foreign
banking institution; an insurance company organized and existing under the laws of the United
States or any state thereof or a foreign insurance company; a publicly held real estate investment
trust, an entity that qualifies as a REMIC under the Internal Revenue Code of 1986, as
amended, or other public or private investment entity which is in the business of investing in real
estate assets or making real estate loans, a mutual fund, hedge fund or investment trust; a
brokerage or investment banking organization; or an employees welfare, benefits, pension or
retirement fund; an institutional leasing company; provided, however, no such Person may be a
Qualified Lender for purposes of this Lease if such Person (i) is an Affiliate of Tenant, Manager,
or Franchisor or (ii) has been the subject of an Insolvency Event.
0.103 Qualified Manager means a Manager who at the time engaged satisfies the
following qualifications: (a) the Manager is a recognized international or national hotel operator
and luxury residential property manager; (b) the Manager or an Affiliate of the Manager has at
least 10 years' experience in successfully managing comparable Luxury Apartment projects; (c)
neither the Manager nor an Affiliate of the Manager shall be in default that has not been cured
under any lease, contract or other agreement with the Landlord, City or any of its boards,
departments or agencies; (d) the Manager shall be retained pursuant to a Management Agreement
that complies with the provisions of Section 8.3; (e) the Manager has sufficient financial capacity
to carry out the performance of its obligations under the Management Agreement; (f) neither the
Manager nor an Affiliate of the Manager has been the subject of an Insolvency Event; and (g)
neither the transferee nor any Affiliate of the transferee has, within the preceding seven (7) years,
been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement,
theft of public funds, bribery, or falsification or destruction of public records.
0.104 Qualified Surety means a corporate surety company, having an Alfred M. Best
Company, Inc. rating of "A" or better and a financial size category of not less than "VII" (or, if
Alfred M. Best Company, Inc. no longer uses such rating system, then the equivalent or most
similar ratings under the rating system then in effect, or if Alfred M. Best Company, Inc. is no
longer the most widely accepted rater of the financial stability of insurance companies providing
coverage such as that required by this Lease, then the equivalent or most similar rating under the
rating system then in effect of the most widely accepted rater of the financial stability of such
insurance companies at the time).
0.105 Qualified Transferee means a transferee who at the time of the transfer satisfies
the following qualifications: (a) neither the transferee nor an Affiliate of the transferee is in
default that has not been cured under any lease, contract or other agreement with Landlord, the
City or any of its boards, departments or agencies; (b) neither the transferee nor an Affiliate of
the transferee is delinquent in any taxes owed to the City; (c) neither the transferee nor any
Affiliate of the transferee has, within the preceding seven (7) years, been convicted of, or pled
guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery,
or falsification or destruction of public records; (d) neither the transferee nor any Affiliate of the
transferee has been the subject of an Insolvency Event; (e) the transferee is an Institutional Buyer
{DLG00018507.100018507.2 }-
11 1172269v4
or Qualified Manager; and (f) the transferee has a tangible net worth equal to or greater than the
Required Net Worth.
0.106 Remedial Work has the meaning set forth in Section 16.2 below.
0.107 Renovation means the renovation of the Existing Improvements and construction
of the Tenant Improvements for the Permitted Uses in accordance with the Project Construction
Plans, together with the installations of Tenant's Property and otherwise in accordance with the
terms and conditions of the Lease, and all associated landscape and other approved site work,
such that on or before the Required Completion Date, the Project shall be open for business to
the general public.
0.108 Rent means all amounts owed by Tenant pursuant to any provision of this Lease,
including but not limited to the Interim Rent, Base Rent, Percentage Rent and Additional Rent.
0.109 Repairs has the meaning set forth in Section 14.2 below.
0.110 Required Completion Date means the Final Completion of the Renovation, but
in no event later than ________.December 31, 2017.
0.111 Required Net Worth is the greater of (i) Ten Million and No/100 Dollars
($10,000,000) (as adjusted every five (5) years after the Effective Date in accordance with the
percentage change in the CPI since the Effective Date) or (ii) a tangible net worth equal to or
greater than the tangible net worth of the assignor at the time of the assignment. For purposes
hereof, "tangible net worth" means the amount by which the value of assets legally and
beneficially owned directly by such Person at such time exceeds the aggregate amount of the
liabilities, including any contingent liabilities, of such Person at the time in question.
0.112 Required Rating has the meaning set forth in Section 8.4 below.
0.113 Residential Portion means that portion of the Project comprised of [__]240
residential units and related amenities for the exclusive use of the residential tenants, as more
particularly shown on the Project Construction Plans, as the same may be modified from time to
time as permitted herein.
0.114 Sublease means any sublease, license, concession or other agreement granting
occupancy or use of the Commercial Space to Third Parties who carry on activities which are
part of or ancillary to the Project, as permitted by the provisions of this Lease.
0.115 Substantial Completion means that the Renovation is sufficiently complete, in
accordance with the Project Construction Plans approved by Landlord to the extent required
under this Lease, and in accordance with all Governmental Requirements and the provisions of
this Lease, subject only to minor punch-list items, so that the Leased Premises may be utilized or
occupied for its intended use, as evidenced by the issuance of a temporary or permanent
certificate of occupancy by the City or an appropriate governmental authority.
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12 1172269v4
0.116 Substantial Completion Date means 18 months after all of the Conditions to
Commencement of Construction have either been satisfied or waived by Landlord, as such date
may be extended by Force Majeure.
0.117 Taking has the meaning set forth in Section 15.1 below.
0.118 Tenant has the meaning set forth in the Introductory paragraph above.
0.119 Temporary Taking has the meaning set forth in Section 15.7 below.
0.120 Tenant Equity means the funds initially contributed to the Project by Tenant for
payment of Total Project Costs in an amount equal to at least $_______,40,000,000.00, but
excluding any funds secured by liens on the Project.
0.121 Tenant Improvements means all improvements and other constructions made by
or on behalf of Tenant, including all renovations, constructions, additions, replacements and
modifications permitted or allowed under this Lease, including those made in connection with
the Renovation.
0.122 Tenant's Casualty Insurance has the meaning set forth in Section 12.1 below.
0.123 Tenant's Property means all furniture, movable fixtures, equipment, signs,
inventory, and other movable property located on the Leased Premises at any time during the
Term, whether owned or leased by Tenant, any Third Party or any other Person except Landlord
or the City.
0.124 Tenant's Work has the meaning set forth in Section 12.2 below.
0.125 Term has the meaning set forth in Section 4.1 below.
0.126 Third Party means a bona fide independent person, firm or other entity which is
not an Affiliate of Tenant, Manager, or Franchisor and which seeks to contract or engage in
business with Tenant based upon an arm's length negotiated business transaction.
0.127 Total Project Costs means all costs directly incurred by Tenant through Final
Completion in connection with the Renovation that conform to the Project Construction Plans in
accordance with the terms of this Lease, including the cost of the Tenant Improvements, Tenant's
Property, construction, architectural, engineering and design costs and fees, legal fees,
contractors fees, development fees, Governmental Approvals, due diligence expenses, financing
fees, and other transactional costs; provided, however, in no event shall such costs and expenses
be paid or internally allocated to Tenant or Affiliates of Tenant.
0.128 Total Taking has the meaning set forth in Section 15.1 below.
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13 1172269v4
ARTICLE II
LEASED PREMISES
2.1
Leased Premises. For and in consideration of the payment of Rent and subject to
the terms and provisions of this Lease, Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the Leased Premises. It is expressly understood and agreed that this is a
completely net lease intended to assure Landlord the Rent herein reserved on an absolutely net
basis, and neither Landlord nor the City shall be required to make any expenditure, incur any
obligation or incur any liability of any kind whatsoever in connection with this Lease or the
Leased Premises.
2.2
Peaceable Possession. Landlord warrants that it has all right, power and authority
to enter into this Lease and to grant the leasehold estate and other rights granted and conveyed
herein, subject only to Permitted Encumbrances. Subject to the terms and provisions of this
Lease, Landlord binds itself to maintain Tenant in peaceable possession of the Leased Premises
during the Term except from Permitted Encumbrances or encumbrances created or permitted by
Tenant or any of its contractors, agents, representatives, invitees, trespassers or Third Parties.
2.3
Condition of the Leased Premises. Landlord has delivered possession of the
Leased Premises to Tenant on the Effective Date. Tenant hereby acknowledges that it has or
shall be deemed to have: (a) conducted such inspections and investigations of the Leased
Premises and the Existing Improvements as it deems necessary or appropriate; (b) examined and
investigated to its full satisfaction any and all facts, circumstances and matters relating to the
Leased Premises and the Existing Improvements, or otherwise relevant to this Lease; and accepts
the Leased Premises in "as is" condition as of the Effective Date. Tenant acknowledges that it
has relied solely on its own independent investigation activities, inspections and studies in
entering into this Lease, and Tenant has not relied and is not entitled to rely on, and neither
Landlord nor the City are liable for or bound by, any warranties or representations (none being so
implied). Tenant further acknowledges that it is not relying on the accuracy of any information
or documents previously furnished or hereafter furnished to Tenant by Landlord or any of its
agents or representatives. Tenant releases Landlord and the City from any liability that may arise
from their actual or constructive knowledge of Tenant's intended use of the Leased Premises, or
from Landlord's or the Citys actual or constructive knowledge of the condition of the Leased
Premises. No representation or warranty in respect of any documents, reports, studies,
information or other materials (including the accuracy or completeness thereof) are or shall be
deemed to be made or provided by Landlord, the City or any of their respective agents or
representatives and Tenant hereby acknowledges that no representations or warranties, either
express or implied, were made by Landlord or the City.
Tenant hereby acknowledges that neither Landlord nor the City has made any
warranty or representation, express or implied, with respect to the condition, quality, repair or
fitness or suitability of the Leased Premises for any particular use or purpose, all such warranties
being hereby waived and renounced by Tenant, including without limitation, all warranties that
the Leased Premises are free from defects or deficiencies, whether hidden or apparent, and all
warranties under La. Civ. Code Articles 2692-2704 or any other provision of Louisiana law.
Neither Landlord nor the City shall have any duty or obligation to make any alteration, addition,
change, improvement, replacement or repair to, or to demolish any buildings or improvements
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14 1172269v4
now or hereafter erected or maintained on the Leased Premises. Tenant hereby assumes the full
and sole responsibility for the condition, operation, repair, replacement, maintenance and
management of the Leased Premises, and waives any defects in the Leased Premises, whether
existing on the Effective Date or arising thereafter. Tenant hereby waives all representations and
warranties on the part of Landlord pertaining to the condition of the Leased Premises, whether
express or implied. Tenant also waives any right Tenant might have as a result of the condition
of the Leased Premises (a) to the return of all or any portion of the Rent, (b) to cancel this Lease,
or (c) to have Landlord repair or replace all or any part of the property leased.
This Section 2.3 shall survive the expiration or earlier termination of this Lease.
2.4
Ownership of Improvements. All of the Leased Premises in existence as of the
Effective Date are recognized and agreed to constitute property owned or leased by Landlord.
Tenant does not and shall not assert any ownership rights in same, its rights being limited to its
leasehold interest provided herein.
All Tenant Improvements and other constructions made by or on behalf of Tenant
shall constitute the property of Tenant, owned by Tenant, until the expiration or sooner
termination of this Lease, and until said expiration or sooner termination, Landlord does not and
shall not assert any ownership interest in same. At the expiration or sooner termination of this
Lease, all such Tenant Improvements and other constructions will ipso facto become the property
of Landlord without payment of any nature or kind. All movable property of Tenant, including
Tenant's Property, shall remain the property of Tenant and may be removed at any time by
Tenant provided that an Event of Default is not then in effect, and provided the removal thereof
does not cause, contribute to or result in Tenant's default hereunder, and further provided that
Tenant shall promptly repair any damage to the Leased Premises resulting from the attachment or
removal of Tenant's Property or any other movable (personal) property. Upon the termination or
expiration of this Lease, and subject to the provisions of Section 20.1 hereof, the Leased
Premises and all Improvements shall be surrendered, delivered and/or transferred to Landlord.
ARTICLE III
USE
3.1
Permitted Uses. From and after all of the Conditions to Commencement of
Construction have been satisfied or waived by Landlord until the Opening of the Project (the
"Initial Construction Period"), Tenant shall use and occupy the Leased Premises for the
purpose of designing, developing, and constructing the Renovation, and Tenant shall not use the
Leased Premises for any other use or purpose whatsoever. During the Initial Construction
Period, Tenant shall diligently conduct and/or cause to be conducted the Renovation in
accordance with this Lease.
From and after the Opening of the Project, the Leased Premises shall be used
solely for a full-service hotel with the Required Rating containing ___318 keys and Luxury
Apartments with ___240 residential units, operated and maintained in accordance with the
Operating Standard and containing at least the amenities described in the Project Construction
Plans, together with the right to provide additional related, incidental or accessory uses as these
uses may change from time to time, including without limitation, one or more restaurants,
lounges, shops, boutiques, bars, entertainment facilities, spas, health clubs, information booths
{DLG00018507.100018507.2 }-
15 1172269v4
and kiosks, or sightseeing information stations, provided that any retail, non-restaurant uses shall
not occupy an area in excess of ________2,500 square feet of the Leased Premises in the
aggregate (the "Permitted Uses"). The Leased Premises may not be used for any other purpose
without the prior written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed. Notwithstanding the foregoing, Tenant shall not: (i) cause or permit
obnoxious or offensive odors or fumes to emanate or be dispelled from the Leased Premises; (ii)
cause or permit the accumulation of garbage, trash, rubbish, or any other refuse in, on, or about
the Leased Premises; (iii) create, cause, maintain or permit any public or private nuisance in, on
or about the Leased Premises; (iv) use or allow the Leased Premises to be used for any unlawful
purpose or for any purpose that violates any easement, restriction, or encumbrance on the Leased
Premises existing as of the Effective Date; (v) use or allow the Leased Premises to be used in
violation of the applicable portions of the Comprehensive Zoning Ordinance ("CZO") of the
City or any other Governmental Requirement in effect from time to time; (vi) use or permit any
use or condition of the Leased Premises in breach of any insurance policies required hereunder or
any insurance provisions of this Lease or in a manner that would make it difficult or impossible
to obtain any required insurance at commercially feasible rates; (vii) use or occupy the Leased
Premises or permit the Leased Premises to be used or occupied, or do or permit to be done any
act or thing upon or within the Leased Premises, in a manner that would give any governmental
authority legal grounds to revoke any license, permit or certificate affecting the Project or its
operation; (viii) use or allow any use which might materially or adversely affect the reputation of
Landlord or the City or for any dangerous or noxious trade or business; or (ix) permit any of the
following uses: any so-called "head shops" or other establishment selling or exhibiting
drug-related paraphernalia, burlesque-type, striptease, adult-oriented or pornographic
entertainment or the sale of pornographic, adult-oriented or obscene or morally offensive
materials, T-Shirt Shops (as such term is defined in the CZO), or any unlawful use or any other
uses which are not permitted under the CZO or any moratoria then in effect. Tenant shall take,
immediately upon the discovery of any such prohibited use, all necessary steps, legal, equitable
or otherwise, to compel the discontinuance of such use.
3.2
Grand Opening. Within a reasonable period of time after Opening of the
Project, Tenant shall conduct or cause to be conducted a grand opening for the Project and plan
and implement such ceremonies as are customary for such grand openings. Tenant shall consult
with Landlord regarding such events and shall keep Landlord advised as to all relevant matters
relating thereto.
ARTICLE IV
COMMENCEMENT OF TERM
4.1
Term. The term of this Lease (the "Term") shall be for a period of [__]99 years,
commencing on the Effective Date; and, unless sooner terminated as expressly provided herein,
ending at 11:59 p.m. New Orleans time on the date immediately preceding the [__]ninety-ninth
anniversary of the Effective Date.
{DLG00018507.100018507.2 }-
16 1172269v4
4.2
Financing Contingency. Promptly following execution of this Lease, Tenant
shall diligently proceed, and shall use its best efforts, to obtain Financing and Tenant Equity for
the Renovation, in an amount equal to the Total Project Costs (the "Financing Condition"). In
the event Tenant fails to obtain written binding commitments for all Financing and Tenant Equity
in an amount equal to the Total Project Costs on or before the date which is sixty (60) days from
the Effective Date (the "Financing Deadline"), despite Tenant's diligent best efforts, Tenant
may terminate this Lease upon written notice to Landlord upon fifteen (15) days after the
expiration of the Financing Deadline, and Landlord shall be entitled to retain the Deposit in full
as Landlord's sole remedy. Tenant shall pay to Landlord any Rent then due and payable, shall
surrender the Leased Premises to Landlord in the condition required pursuant to Section 20.1
below, and shall deliver to Landlord a termination of any memorandum of lease recorded in
connection with the provisions of this Lease, and the parties shall thereafter be released from all
obligations set forth herein except any such obligations that expressly survive termination.
Notwithstanding anything contained in this Lease to the contrary, in no event shall either party be
liable to the other for any consequential or punitive damages in connection with this Lease. In
the event that Tenant fails to terminate this Lease within such 15-day period, then Tenant shall be
deemed to have waived the Financing Condition and this Lease shall continue in full force and
effect.
4.3
Conditions to Commencement of Construction. Notwithstanding anything
contained herein to the contrary, in no event shall Tenant commence the Renovation until all the
following "Conditions to Commencement of Construction" have been fully satisfied or
waived by Landlord:
(i)
There exists no Event of Default;
(ii)
Landlord shall have approved the Project Construction Plans as required
pursuant to Section 7.2 hereof;
(iii)
Tenant shall have obtained and delivered to Landlord all Governmental
Approvals;
(iv)
Tenant shall have entered into a general contract with the Project
Contractor for the Renovation, in form and substance, and reasonably approved by Landlord, and
delivered an executed copy thereof to Landlord;
(v)
Tenant shall have obtained and delivered to Landlord a performance and
payment bond in accordance with the requirements of Section 10.4(d) below, with all premiums
paid and with a Qualified Surety, and delivered a copy of same to Landlord;
(vi)
Tenant shall have delivered the fully executed Completion Guaranty to
Landlord;
(vii) Landlord shall have received written evidence from Tenant, in
commercially reasonable form (collectively, the "Evidence of Funds"), confirming that:
(1)
The Financing has closed; and
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17 1172269v4
(2)
Tenant has, in the aggregate, expended or either (1) placed in an

operating account immediately available funds, or (2) provided an
equity commitment or assurances reasonably acceptable to
Landlord committing to invest Tenant Equity in an amount equal to
the difference between the Financing proceeds and the Total
Project Costs.
(viii) Tenant shall have provided evidence to Landlord that all insurance
required in Article XII is in place;
(ix)
with the DBE Plan;
Tenant shall have provided evidence to Landlord that it is in compliance
(x)
Tenant shall have provided to Landlord a fully executed copy of the initial
Franchise Agreement, together with all exhibits attached thereto, which Franchise Agreement
shall be in full force and effect; and
(xi)
Tenant shall have delivered to Landlord a fully executed copy of the initial
Management Agreement, together with all exhibits attached thereto, which Management
Agreement shall be in full force and effect.
Promptly following execution of this Lease, Tenant shall diligently proceed, and
shall use its best efforts, to satisfy all of the Conditions to Commencement of Construction.
ARTICLE V
RENT
5.1
Non-Refundable Deposit. On the Effective Date, Tenant shall pay Landlord a
non-refundable deposit (the "Deposit") equal to [$____________]Twenty-Three Million
Dollars ($23,000,000.00). The Deposit shall be fully earned by Landlord upon Landlord's
execution of this Lease and shall not be refundable for any reason unless Landlord defaults under
this Lease which default results in a termination of Tenant's rights hereunder and shall not be
applied against any payment of Rent payable under this Lease.
5.2
Interim Rent. Commencing upon the Commencement Deadline through the date
preceding the Full Rent Commencement Date, Tenant shall pay Landlord interim rent (the
"Interim Rent") equal to [$____________]$208,333.33 per month.
5.3
Base Rent. Beginning on the Full Rent Commencement Date throughout the
remainder of the Term, Tenant shall pay Landlord minimum base rent (the "Base Rent") in an
annual amount equal to [$_____________]Two Million Five Hundred Thousand Dollars
($2,500,000.00), payable in equal monthly installments of [$____________],$208,333.33, which
installments shall be due on the Full Rent Commencement Date and/or the first day of each
calendar month thereafter during the Term, subject to adjustment as set forth below. Base Rent
shall be adjusted each year throughout the Term on the first day of each Lease Year as follows.
Each adjustment shall result in an adjusted annual Base Rent equal to the annual Base Rent for
the then expiring Lease Year, plus an amount equal to such annual Base Rent multiplied by the
percentage change in the CPI during the previous Lease Year, commencing with the "Old Base
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18 1172269v4
Month" and ending with the "New Base Month", calculated in accordance with the following
provisions. As used herein, "Old Base Month" shall mean the December 1 which is one (1)
month prior to the Full Rent Commencement Date (for the first adjustment made during the
Term), and each December 1 thereafter (for all succeeding adjustments), and the "New Base
Month" shall mean the December 1 which is one (1) month prior to the first anniversary of the
Full Rent Commencement Date (for the first adjustment made during the Term), and each
December 1 thereafter (for all succeeding adjustments). The Base Rent for any period provided
for above shall never be less than that for the previous period. The process of calculating each
CPI adjustment shall commence as of the date that the applicable New Base Month is available
and such calculation shall be concluded and the new Base Rent shall be established within thirty
(30) days thereof. Tenant shall continue to pay Base Rent in the amount previously in effect until
the new Base Rent has been established. Landlord shall provide written notice of the new Base
Rent and its method of calculation. Once a new Base Rent is established, Tenant shall pay to
Landlord a lump sum equal to the difference between the Base Rent actually paid since the
beginning of the period when Base Rent was to be adjusted and that which would have been paid
had the adjusted amount of Base Rent been known at the commencement of each period. Said
lump sum payment shall be due within fifteen (15) days after notice from Landlord, but not later
than sixty (60) days after the date that the new Base Rent has been established.
5.4
Percentage Rent. Commencing on the Full Rent Commencement Date, Tenant
shall pay percentage rent ("Percentage Rent") consisting of a percentage of Gross Revenues in
the amount of ______six percent (__6%) of Gross Revenues in excess of the applicable
Percentage Rent Threshold Level payable as provided below. The "Percentage Rent Threshold
Level" shall be calculated on an annual basis by dividing the Base Rent in effect for such Lease
Year by _______six percent (__%) [this is the same % as above]6%).
5.5
Gross Revenue Reports; Payment of Percentage Rent. Beginning on the Full
Rent Commencement Date, Tenant shall submit to Landlord monthly and annual written gross
revenue reports (the "Gross Revenue Reports") in a form reasonably acceptable to Landlord.
The monthly Gross Revenue Reports shall be submitted to Landlord within thirty (30) days after
the end of each calendar month. The monthly Gross Revenue Reports shall be certified as being
true and correct by Tenant's or Manager's chief financial officer (or a representative with similar
responsibilities) and shall describe (a) the Gross Revenues for the immediately preceding month
and Lease Year to date, (b) a calculation of Percentage Rent payable in that Lease Year through
the date of the report and (c) a calculation of the Capital Reserve Fund payment (as required
pursuant to Section 8.13 below). The annual Gross Revenue Reports shall be submitted to
Landlord within one hundred and twenty (120) days after the end of each Lease Year. The annual
Gross Revenue Reports shall be audited and shall include the Gross Revenues and a calculation
of Percentage Rent and the Capital Reserve Fund payment payable for the Project for that Lease
Year and shall be certified as true and correct by an independent public accounting firm
reasonably acceptable to Landlord.
The monthly and annual Gross Revenue Reports shall be delivered even if no
Percentage Rent is due or anticipated. If Percentage Rent is due as reflected on any monthly or
annual Gross Revenue Report, Tenant shall pay the amount due to Landlord along with the
delivery of the monthly or year-end Gross Revenue Report, together with the Capital Reserve
Fund payment due. The annual Gross Revenue Report shall also contain a reconciliation of the
{DLG00018507.100018507.2 }-
19 1172269v4
Percentage Rent and Capital Reserve Fund payments paid and payable in that Lease Year. If the
annual Gross Revenue Report indicates that Tenant underpaid Percentage Rent or Capital
Reserve Fund payments for that Lease Year, then Tenant shall pay the amount due along with the
delivery of the annual Gross Revenue Report. If the annual Gross Revenue Report indicates that
Tenant overpaid Percentage Rent or Capital Reserve Fund payments for that Lease Year, then the
amount of the excess payment shall be credited against the next Rent or Capital Reserve Fund
payments coming due or, if there are no further Rent or Capital Reserve Fund payments coming
due, then Landlord shall refund the excess to Tenant within thirty (30) days after receipt of a
written demand therefor.
5.6
Gross Revenue Records and Audits. Beginning on the Full Rent
Commencement Date, Tenant shall maintain or cause to be maintained full and accurate books of
account from which Gross Revenues, including exclusions and deductions from Gross Revenues,
can be determined and verified (the "Gross Revenue Records"). The Gross Revenue Records
shall be maintained at the Leased Premises, or any other location selected by Tenant and
reasonably acceptable to Landlord in New Orleans, Louisiana. For purposes of permitting
verification by Landlord of the Gross Revenues reported by Tenant, Landlord or its designated
representatives shall have the right, upon reasonable notice to Tenant, to inspect or audit the
Gross Revenue Records, including all back-up and supporting documentation. The inspection or
audit shall occur on a Business Day during regular business hours. Tenant shall cooperate and
assist with the inspection or audit to the extent reasonably necessary to enable Landlord or its
designated representatives to conduct a full, complete and useful inspection or audit. If an
inspection or audit reveals that Tenant has understated its Gross Revenues in any Lease Year and
that Percentage Rent or Capital Reserve Fund payments are due as a result thereof, Tenant shall
pay to Landlord the additional Percentage Rent and/ or Capital Reserve Fund payment due. If the
inspection or audit reveals that Tenant has overpaid Percentage Rent or Capital Reserve Fund
payments, then the excess payment shall be credited against the next Rent or Capital Reserve
Fund payments coming due or, if there are no further Rent or Capital Reserve Fund payments
coming due, then Landlord shall refund the excess to Tenant within thirty (30) days after receipt
of a written demand therefor. If the inspection or audit reveals that Tenant understated its Gross
Revenues by more than three percent (3%) in any Lease Year, Tenant shall also pay the actual
and reasonable third party cost of the inspection or audit. Tenant shall be obligated to retain
Gross Revenue Records for a period of no less than three (3) years after the end of the Lease
Year to which they pertain.
5.7
Confidentiality. Landlord and the City shall keep confidential the amount of the
Gross Revenues and other confidential financial information disclosed to them by Tenant and
which is not otherwise publicly available (other than as a result of a breach hereof), except that
Landlord may disclose the amount of the Gross Revenues and other such confidential financial
information to the City. Landlord or the City may disclose this information as required by law or,
to the extent necessary, to enforce this Lease.
5.8
Payment of Rent. Except as otherwise expressly provided in this Lease, Interim
Rent, Base Rent and Percentage Rent shall be payable to Landlord without notice, demand,
deduction, or setoff in lawful money of the United States at the address designated by Landlord
from time to time. In addition to Interim Rent, Base Rent and Percentage Rent, all other amounts
to be paid by Tenant to Landlord under this Lease shall be deemed to be and shall become
{DLG00018507.100018507.2 }-
20 1172269v4
"Additional Rent" hereunder, whether or not the same is designated as such, and shall be due
and payable at the time provided in this Lease, or if no time is provided, within ten (10) days
after demand together with any interest that may accrue thereon as provided in this Lease, and
Landlord shall have the same remedies for failure to pay Additional Rent as for a non-payment of
Interim Rent, Base Rent or Percentage Rent.
Except as otherwise expressly provided in this Lease, the Rent shall be payable in
equal monthly installments, in advance, on or before the first day of each calendar month during
the Term. If the Term of this Lease begins on a day other than the first day of a calendar month
or ends on a day other than the last day of a calendar month, the monthly installment of Rent for
the fractional month shall be prorated in the proportion that the number of days that this Lease
was in effect during that month bears to the number of days in the month in question. If the
scheduled date for a payment of Rent is not a Business Day, the payment shall be due and
payable on the next succeeding Business Day. If Tenant makes any payment that is less than the
total amount due, Landlord may, at its option, either refuse to accept such payment unless and
until the total amount due is tendered, or accept the lesser amount without waiving interest or any
other amount due or any remedies resulting from non-payment. If Tenant fails to pay an
installment of Rent on the date such payment is due or makes any payment that is less than the
total amount of Rent due (which partial payment is accepted by Landlord), Landlord shall be
entitled to interest on the Rent then due at the Default Rate from the date on which such Rent
was due until it is paid in full, compounded monthly. In addition, if Tenant fails to pay the Rent
or any portion thereof within fifteen (15) days after the due date therefor, Landlord shall be
entitled to a late charge in an amount equal to ten percent (10%) of the Rent then due, in order to
compensate Landlord for its administrative and other overhead expenses in addition to the
interest on the delinquent Rent set forth in the preceding sentence. Any such late charge or
interest payment shall be payable as Additional Rent under this Lease, shall not be considered as
a deduction from Percentage Rent and shall be payable immediately on demand. The assessment
of interest or a late charge will not create any grace period for the payment of Rent not
specifically provided in this Lease or preclude Landlord from exercising any of its default
remedies.
ARTICLE VI
REPRESENTATIVES AND WARRANTIES
6.1
following:
Tenant Representations and Warranties. Tenant represents and warrants the
(i)
Tenant is a ______________Louisiana corporation duly organized, validly
existing, and in good standing under the laws of the state of its formation, has qualified to do
business in the State of Louisiana, and has full power to enter into this Lease and execute all
documents required hereunder.
(ii)
The making, execution, delivery and performance of this Lease by Tenant
has been duly authorized and approved by all requisite action of the [member(s)]shareholders of
Tenant, and this Lease has been duly executed and delivered by Tenant.
{DLG00018507.100018507.2 }-
21 1172269v4
(iii) Tenant is not a party to any agreement, or to any lease or other agreement
or instrument that could have a material adverse effect on the ability of Tenant or Landlord to
carry out their obligations under this Lease.
(iv)
Neither the execution and delivery of this Lease nor the consummation of
any of the transactions herein or therein contemplated nor compliance with the terms and
provisions hereof or thereof will contravene the organizational documents of Tenant nor any
Governmental Requirement to which Tenant is subject or any judgment, decree, license, order or
permit applicable to Tenant, or will conflict or be inconsistent with, or will result in any breach
of any of the terms or the covenants, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of a lien upon any of the property or assets of Tenant pursuant
to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which
Tenant is a party or by which Tenant is bound, or to which Tenant is subject.
(v)
No consent, authorization, approval, order or other action by, and no
notice to or filing with, any court or governmental authority or regulatory body or third party is
required for the execution, delivery and performance by Tenant of this Lease other than
Governmental Approvals with respect to the Renovation.
(vi)
This Lease is the legal, valid and binding obligation of Tenant, enforceable
against Tenant in accordance with its terms.
(vii) There is no action, proceeding, inquiry or investigation, at law or in equity,
before any court, arbitrator, governmental or other board or official, pending or, to the knowledge
of Tenant, threatened against or affecting Tenant, any Controlling Person of Tenant, or any of
their Affiliates which would (a) materially and adversely affect the validity or enforceability of,
or the authority or ability of Tenant under, this Lease to perform its obligations under this Lease,
or (b) have a material and adverse effect on the consolidated financial condition or results of
operations of Tenant or on the ability of Tenant to conduct its business as presently conducted or
as proposed or contemplated to be conducted.
(viii) Tenant is not, and is not acting, directly or indirectly, for or on behalf of,
any person or entity named as a "specially designated national and blocked person" (as defined in
Presidential Executive Order 13224) on the most current list published by the U.S. Treasury
Department Office of Foreign Assets Control, and that such party is not engaged in this
transaction, directly or indirectly, on behalf of, and is not instigating or facilitating this
transaction, directly or indirectly, on behalf of, any such person, group, nation or entity. Neither
Tenant nor its constituents or Affiliates is in violation of any laws relating to terrorism or money
laundering, including the aforesaid Executive Order and the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(Public Law 107-56), as amended.
6.2
Landlord Representations and Warranties. Landlord represents and warrants
the following:
(i)
Landlord is a non-profit public benefit corporation, duly organized, validly
existing, and in good standing under the laws of the State of Louisiana, and has full power to
enter into this Lease and execute all documents required hereunder.
{DLG00018507.100018507.2 }-
22 1172269v4
(ii)
The making, execution, delivery and performance of this Lease by
Landlord has been duly authorized and approved by all requisite action of the Board of Directors
of Landlord, and this Lease has been duly executed and delivered by Landlord.
(iii) Landlord is not a party to any agreement, or to any lease or other
agreement or instrument that could have a material adverse effect on the ability of Landlord or
Landlord to carry out their obligations under this Lease.
(iv)
Neither the execution and delivery of this Lease nor the consummation of
any of the transactions herein or therein contemplated nor compliance with the terms and
provisions hereof or thereof will contravene the organizational documents of Landlord nor any
Governmental Requirement to which Landlord is subject or any judgment, decree, license, order
or permit applicable to Landlord, or will conflict or be inconsistent with, or will result in any
breach of any of the terms or the covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of a lien upon any of the property or assets of
Landlord pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other
instrument to which Landlord is a party or by which Landlord is bound, or to which Landlord is
subject.
(v)
Other than approval by the City Council and execution by the Mayor of
New Orleans, no consent, authorization, approval, order or other action by, and no notice to or
filing with, any court or governmental authority or regulatory body or third party is required for
the execution, delivery and performance by Landlord of this Lease.
(vi)
This Lease is the legal, valid and binding obligation of Landlord,
enforceable against Landlord in accordance with its terms, except as limited by applicable relief,
liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization
or similar laws affecting the rights or remedies of creditors generally, as in effect from time to
time.
(vii) There is no action, proceeding, inquiry or investigation, at law or in equity,
before any court, arbitrator, governmental or other board or official, pending or, to the knowledge
of Landlord, threatened against or affecting Landlord, which would (a) materially and adversely
affect the validity or enforceability of, or the authority or ability of Landlord under, this Lease to
perform its obligations under this Lease, or (b) have a material and adverse effect on the
consolidated financial condition or results of operations of Landlord or on the ability of Landlord
to conduct its business as presently conducted or as proposed or contemplated to be conducted.
ARTICLE VII
RENOVATION
7.1
Overview of the Renovation. As additional consideration for this Lease, Tenant
agrees to commence and diligently perform the Renovation in accordance with the terms and
provisions of this Lease and all Governmental Requirements, all at Tenant's sole cost and
expense, such that (i) the Hotel Portion shall be open for business to the general public as an
[____________]Alessandra brand hotel in accordance with the Franchise Agreement and (ii) the
Residential Portion shall be open for business to the general public as Luxury Apartments,
thereby enhancing the riverfront and Central Business District of the City of New Orleans. The
{DLG00018507.100018507.2 }-
23 1172269v4
Project shall have a Total Project Cost of at least $___________Two Hundred Twenty-Nine
Million Dollars ($229,000,000.00). Notwithstanding the foregoing or anything herein to the
contrary, the Project shall also have the amenities and operate in a manner consistent with
Comparable Projects and the Operating Standard.
7.2
Plans. On or before the date set forth in the Project Construction Schedule,
Tenant shall submit to Landlord for Landlord approval the schematic design plans (the "Project
Schematic Plans") for the Renovation showing all elements of the Renovation and in
conformance with the Operating Standard, to be prepared by a Qualified Architect selected by
Tenant (the "Project Architect"). Tenant agrees to notify Landlord of the name of the Project
Architect selected by it and any successor or substitute Project Architect. Landlord's consent
shall not be required so long as the Project Architect is a Qualified Architect, and Tenant delivers
satisfactory evidence to Landlord demonstrating such qualifications. Within thirty (30) days after
receipt, Landlord shall notify Tenant of any objections it may have to the Project Schematic
Plans. After approval of the Project Schematic Plans, Tenant shall not change the Project
Schematic Plans if such change would result in an expenditure in excess of
$_______2,000,000.00 each or $________5,000,000.00 in the aggregate without Landlord's
approval, which approval shall not be unreasonably withheld, conditioned or delayed. On or
before thirty (30) days after approval of the Project Schematic Plans, Tenant, at Tenant's sole cost
and expense, shall cause the Project Architect to prepare complete construction documents for
the Renovation (the "Project Construction Plans") in conformity with the Project Schematic
Plans. Tenant shall deliver a copy of the Project Construction Plans to Landlord for Landlord's
review. Within thirty (30) days after receipt, Landlord shall notify Tenant of any objections it
may have to the Project Construction Plans, provided Landlord's objections shall be limited to
matters in the Project Construction Plans that are not consistent with or addressed by the Project
Schematic Plans. Tenant may make changes to the Project Construction Plans without
Landlord's consent, provided Landlord's consent shall be required for any changes that are not in
conformity with the Project Schematic Plans, and provided that Tenant shall give Landlord a
copy of the revised Project Construction Plans. Landlord and Tenant agree to work together,
diligently and in good faith to resolve Landlord's objections. If Landlord fails to object to a
request for approval of the Project Construction Plans or any changes thereto within thirty (30)
days after receipt of the request, then the request shall be deemed to have been approved.
Any contract or agreement between Tenant and any architect, design professional
or contractor, including without limitation, the Project Architect and Project Contractor, in
connection with the Renovation shall provide, in form and content reasonably satisfactory to
Landlord, for the assignment thereof to Landlord upon any termination of this Lease. If this
Lease is terminated as a result of an Event of Default, Landlord may, at its election, use any plans
and specifications, including the Project Construction Plans, prepared by such architect, design
professional or contractor, upon payment of any sums due to any party thereto. The assignment
provided herein shall be subordinate to the security interest, if any, of any Leasehold Mortgagee.
7.3
Construction. Tenant, at Tenant's sole cost and expense, shall commence and
diligently perform the Renovation in accordance with the Project Construction Schedule, time
being of the essence, in accordance with the Project Construction Plans and the provisions of this
Article VII and Section 10.4 of this Lease, through one or more Qualified Contractors selected by
Tenant (the "Project Contractor"), and in a safe and secure manner. Tenant agrees to notify
{DLG00018507.100018507.2 }-
24 1172269v4
Landlord of the name of the Project Contractor and any successor or substitute Project
Contractor, and provide Landlord with a copy of the fully executed construction contract for
construction of the Renovation. Landlord's consent to the Project Contractor or the construction
contract is not required so long as the Project Contractor is a Qualified Contractor and Tenant
provides satisfactory evidence to Landlord demonstrating such qualifications, and the
construction contract is in compliance with the requirements of this Lease with respect to the
Renovations. Once the Commencement of Construction has occurred, Tenant shall prosecute
completion of the Renovation diligently and in good faith. At all times during performance of
the Renovation, Tenant shall maintain or cause to be maintained, the Leased Premises in a clean
and orderly manner, and remove all trash and other debris from the Leased Premises. Subject to
delays caused by Force Majeure, the Renovation shall be Substantially Complete on or before the
Substantial Completion Date, and Finally Complete on or before the Required Completion Date.
Tenant shall notify Landlord of the date of the Commencement of Construction, and shall keep
Landlord apprised of the progress of the Renovation by delivering written reports of same not
less than monthly. Within thirty (30) days after Final Completion of the Renovation, Tenant
shall deliver to Landlord a complete copy of the final as-built Project Construction Plans and
copies of all final certificates of occupancy for the Project, and a copy of any temporary
certificate of occupancy prior to the Opening of the Project.
Landlord may, from time to time during the Renovation, during normal business
hours and in a commercially reasonable manner, visit and inspect the Project, the material to be
used therein, contracts, records, plans, specifications (including without limitation the Project
Construction Plans) and similar documents pertaining to the Renovation, whether kept at
Tenant's offices, at the Leased Premises or elsewhere. Tenant shall invite Landlord to participate
in all scheduled meetings and conference calls between representatives of Tenant and the Project
Contractor with respect to the Renovation. Upon request, Landlord shall have the right to receive
copies or digital files of drawings, plans, and any work product produced by the Project Architect
or the Project Contractor; provided, however, that Landlord's right of use with respect to such
drawings, plans, and work product shall not exceed Tenant's right of use with respect to the
same, as governed by the construction contract and architect's agreement. Landlord shall have
the right to provide input to Tenant with respect to all aspects of the Project Contractor's
performance. Notwithstanding the foregoing, Tenant acknowledges and agrees that Landlord has
no duty to inspect the Renovation or any matter pertaining thereto, and if Landlord should inspect
the Renovation or any matter pertaining thereto, Landlord shall have no liability or obligation to
Tenant or any other party arising out of such inspection. No such inspection nor any failure by
Landlord to make objections after any such inspection shall constitute a representation by
Landlord that the Renovation is in accordance with the Project Construction Plans or any other
requirement or constitute a waiver of Landlord's right thereafter to insist that the Renovation be
performed in accordance with the Project Construction Plans or any other requirement.
7.4
Permits, Licenses and Approvals. Promptly after completion of the Project
Construction Plans, Tenant, at Tenant's sole cost and expense, shall apply for and diligently
pursue all permits, licenses and other approvals which are legally required or are desired by
Tenant for the construction, operation and use of the Project, including without limitation, all
zoning approvals and building permits (collectively, the "Governmental Approvals"). The
City and Landlord agree, upon the request of and at the sole cost and expense of Tenant, to
execute reasonably necessary applications required of an owner of property solely ministerial in
{DLG00018507.100018507.2 }-
25 1172269v4
nature to permit Tenant to submit such applications, provided neither Landlord nor the City shall
have any further obligations to Tenant with respect thereto. Notwithstanding the foregoing, the
execution of any documents by the City shall apply only to acts by it in its private capacity as
property owner, and not in its governmental capacity. Nothing herein shall obligate the City to
issue any permit, license or approval in its governmental capacity that it would not otherwise
issue if not for the terms of this Section.
7.5
Landlord's Termination Right. In the event the Commencement of
Construction of the Project has not occurred on or before the date which is six (6) months from
the Effective Date (the "Commencement Deadline"), or Substantial Completion has not
occurred by the Substantial Completion Date, or the Opening of the Project has not occurred by
the Required Completion Date, Landlord shall have the right to terminate this Lease. If Landlord
elects to exercise this termination right, Landlord shall send a written notice of termination to
Tenant. Tenant shall have sixty (60) days after receipt of the notice within which to cause
Commencement of Construction of the Project, Substantial Completion or the Opening of the
Project, as applicable, to occur, in which event Landlord's termination shall be deemed to have
been rescinded and this Lease shall continue in accordance with its terms. This Lease shall
terminate unless Commencement of Construction, Substantial Completion or the Opening of the
Project actually occurs, as applicable, within the sixty (60) day period.
In the event this Lease is terminated as permitted in this Section 7.5, Landlord
shall retain the Deposit and Interim Rent in full and Tenant shall pay to Landlord any Rent then
due and payable, and shall surrender the Leased Premises to Landlord in the condition required
pursuant to Section 20.1 below, shall deliver to Landlord a termination of any memorandum of
lease recorded in connection with the provisions of this Lease, and the parties shall thereafter be
released from all obligations set forth herein except any such obligations that expressly survive
termination. Notwithstanding anything contained in this Lease to the contrary, in no event shall
either party be liable to the other for any consequential or punitive damages in connection with
this Lease. Without limiting the generality of the foregoing, Tenant shall have no claim for
payment of any costs or expenses incurred by it in connection with this Lease. Landlord's
termination right under this Section 7.5 shall be without prejudice to Landlord's rights under the
Completion Guaranty, it being acknowledged and agreed that Final Completion of the
Renovation is owed by the Guarantorguarantor under the Completion Guaranty as a separate
obligation, independent of the existence of this Lease.
7.6
DBE. In accordance with the requirements of Landlord and the City, Tenant
agrees to comply, and to cause the Project Contractor to comply with the DBE Plan attached
hereto as Exhibit B during the Renovation. Tenant shall provide all documentation and reporting
as reasonably required by the City of New Orleans Office of Supplier Diversity promptly
following request.
ARTICLE VIII
OPERATION AND MANAGEMENT
8.1
First Class Operations; Operating Standard. Pursuant to the provisions of
Article VII above, Tenant shall complete the Renovation and open (i) the Hotel Portion as a
[____________]an Alessandra branded hotel in accordance with the Franchise Agreement and
{DLG00018507.100018507.2 }-
26 1172269v4
(ii) the Residential Portion as [_____Alessandra branded] Luxury Apartments. From and after
the Opening of the Project and continuing throughout the remaining Term of this Lease, Tenant
shall operate the Project at all times in a first class manner pursuant to the Management
Agreement and the Franchise Agreement and consistent with or better than the Operating
Standard. The "flag" under which the Project will be operated shall be subject to Landlord's
approval, which approval will not be unreasonably withheld so long as the "flag" is equal to or
greater than the Required Rating and its franchisor is a Qualified Franchisor. Nothing contained
in this Section 8.1 shall be deemed to relieve Tenant of any other obligations under this Lease,
including without limitation Tenant's ongoing obligations of maintenance and repair. If at any
time during the Term, the Project is not in compliance with the Operating Standard, Tenant shall
promptly commence and thereafter continue to diligently pursue to completion such acts as are
necessary to cure such violation as soon as reasonably possible, and in any event, within six (6)
months following receipt of notice from Landlord to Tenant of such violation; provided,
however, that no cure period shall apply to extend the 18 month deadline to complete the
Renovation. Tenant agrees to perform such capital improvements and replacements to the
Project and the individual rooms, apartment units and the Commercial Space as shall be
necessary to continuously meet the Operating Standard, such as providing updated finishes,
appliances and other Tenant's Property, and new and updated amenities from time to time during
the Term. Tenant acknowledges that maintaining the Operating Standard as required herein will
require the expenditure of additional capital from time to time, and Tenant agrees to expend such
capital as required to maintain compliance with the Operating Standard.
8.2
Maximize Gross Revenues. From and after the Opening of the Project and
continuing throughout the remaining Term of this Lease, Tenant shall use reasonable commercial
efforts to maximize the Gross Revenues from the operation of the Project in a manner consistent
with the standards of Comparable Projects. However, this obligation shall not override the
primary obligation in this Lease to operate the Project in a first class manner and in accordance
with the Operating Standard.
8.3
Manager. Commencing prior to the Opening of the Project and continuing
thereafter for the entire Term, Tenant will engage and at all times retain a Qualified Manager to
operate the Project pursuant to the terms of a Management Agreement that meets the
requirements set forth in this Lease. Tenant may delegate to the Manager some or all of its duties
and obligations under this Lease. The Manager shall carry out its duties and obligations in a
manner consistent with the operation of Comparable Projects and in accordance with the
provisions of this Lease. Notwithstanding this delegation of responsibility, Tenant shall remain
primarily responsible for the performance of all obligations and liabilities under this Lease and
this approval of the delegation to the Manager shall not in any way relieve Tenant of its
obligations and liabilities under this Lease.
The initial Manager shall be subject to the approval of Landlord, which approval
will not be unreasonably withheld so long as the initial Manager meets the requirements of a
Qualified Manager. Each Manager engaged by Tenant to manage the Project must be a Qualified
Manager at the time of its engagement by Tenant, and at all times during the term of its
Management Agreement. In the event (i) any Manager ever ceases to be a Qualified Manager or
(ii) Tenant ever proposes a new Manager that is not a Qualified Manager, Tenant must first
obtain the approval of Landlord as to any such Manager. With respect to any change of the
{DLG00018507.100018507.2 }-
27 1172269v4
Manager, Tenant shall provide Landlord with thirty (30) days prior written notice before the
proposed successor is retained by Tenant, including a copy of the proposed management
agreement with the proposed successor manager and sufficient information about the proposed
successor Manager to demonstrate that the successor Manager is a Qualified Manager.
Landlord's approval shall not be required so long as the Manager is a Qualified Manager.
The Management Agreement shall contain provisions that (i) require the Manager
to deliver to Landlord a copy of all notices of default and notices of termination that it sends to
Tenant simultaneously with sending those notices of default and notices of termination to Tenant,
(ii) permit Landlord to cure Tenant's defaults under the Management Agreement within the
period provided to Tenant for the cure of those defaults under the Management Agreement
(provided Landlord shall have no obligation to cure any such default), (iii) allows Landlord, at its
option, to continue the Management Agreement in effect in accordance with the terms thereof
after termination of this Lease, provided Landlord cures any default thereunder that can be cured
by the payment of money and continues to abide by the terms and conditions thereof, (iv)
requires the Manager to operate and maintain the Project in accordance with the Operating
Standard and the other provisions of this Lease, (v) requires Manager to provide to Landlord
copies of any reports and plans submitted to Tenant or its Affiliates or lenders pertaining to the
financial performance of the Project, including the Gross Revenue Reports, annual budget and
capital improvements plans, or similar items, and (vi) permits Landlord to inspect, during normal
business hours Manager's Books and Records pertaining to the Project. Notwithstanding
anything contained herein to the contrary, Landlord shall have the right to terminate, or to require
Tenant to terminate, the Management Agreement if (a) an Event of Default has occurred, (b) an
Insolvency Event with respect to the Manager has occurred or (c) a material default by Manager
occurs under the Management Agreement and is not cured within the cure period provided
therein. Tenant shall thereafter promptly replace the Manager with a Qualified Manager pursuant
to a Management Agreement meeting the requirements set forth in this Lease.
Throughout the Term, Tenant shall promptly enforce the performance and
observance of all of the covenants required to be performed and observed by Manager under the
Management Agreement, and shall not commit any breach or default under any Management
Agreement. No Management Agreement shall be amended in a manner that deletes or amends
the provisions required to be included by this Lease without Landlord's prior consent. Tenant
will promptly deliver to Landlord a copy of all notices of default and notices of termination
received from the Manager and it will give Landlord a copy of all notices of default and notices
of termination that it gives to the Manager simultaneously with giving this notice of default or
notice of termination to the Manager. In the event that Landlord exercises any cure right
afforded to Landlord under a Management Agreement, all expenses, costs and fees incurred by
Landlord in connection therewith shall be deemed "Additional Rent."
8.4
Franchise Agreements. In accordance with the requirements of Section 8.1, the
Hotel Portion shall at all times be operated pursuant to a Franchise Agreement. Tenant shall
promptly provide Landlord with a copy of each Franchise Agreement promptly upon execution
but in any event with respect to the initial Franchise Agreement, prior to the Commencement of
Construction, and all amendments, modifications, updates and replacements thereof promptly
upon execution, together with all related documentation evidencing the standards of operation
and maintenance required under the Franchise Agreement. Tenant shall also promptly provide
{DLG00018507.100018507.2 }-
28 1172269v4
Landlord with copies of all quality assurance reports and similar evaluations produced by or on
behalf of the Franchisor. The Franchisor must be a Qualified Franchisor at all times during the
Term. In the event (i) any Franchisor ever ceases to be a Qualified Franchisor or (ii) Tenant ever
proposes a new Franchisor that is not a Qualified Franchisor, Tenant must first obtain the
approval of Landlord as to any such Franchisor. With respect to any change of the Franchisor,
Tenant shall provide Landlord with thirty (30) days prior written notice before the proposed
successor is retained by Tenant, including a copy of the proposed successor franchise agreement
and sufficient information about the proposed successor Franchisor to demonstrate that the
proposed successor Franchisor is a Qualified Franchisor. Landlord's approval shall not be
required so long as the Franchisor is a Qualified Franchisor.
The Franchise Agreement shall contain provisions that (w) require Tenant to maintain the
Hotel Portion in accordance with the Operating Standard and with a AAA Four-Diamond rating,
or in the event such rating system is discontinued, a comparable designation under a comparable
rating system performed by a globally recognized hotel rating company based on rating
guidelines comparable to AAA Diamond Rating Guidelines and requiring unannounced on-site
property evaluations not less than once a year (the "Required Rating"); (x) require the
Franchisor to deliver to Landlord a copy of all notices of default and notices of termination that it
sends to Tenant simultaneously with sending those notices of default and notices of termination
to Tenant; (y) permit Landlord to cure Tenant's defaults under the Franchise Agreement within
the period provided to Tenant for the cure of those defaults under the Franchise Agreement and
the right, but not the obligation, to take such actions as are necessary or appropriate in connection
with the cure of any monetary or non-monetary default of Tenant, as franchisee under a Franchise
Agreement, and (z) provide that Landlord's rights in connection therewith shall not be limited in
any way by the rights afforded to Tenant under this Lease. In the event that Landlord exercises
any cure right afforded to Landlord under a Franchise Agreement, all expenses, costs and fees
incurred by Landlord in connection therewith shall be deemed "Additional Rent." Landlord shall
have the right to approve any change to the standards of operation and maintenance set forth in
this Lease and upon such approval, Tenant shall continuously operate or cause the operation of
the Project in a first class manner consistent with such approved standards of operation and
maintenance. Nothing in this Section shall be deemed to relieve Tenant of any other obligations
under this Lease, including without limitation Tenant's ongoing obligations of maintenance and
repair.
8.5
Continuous Operations. From and after the Opening of the Project and
continuing throughout the remaining Term of this Lease, Tenant shall continuously operate the
Project, or cause the same to be operated by a Qualified Manager and/ or Qualified Franchisor,
twenty-four hours a day, 365 days a year. Tenant shall require all of its commercial tenants and
licensees to maintain minimum operating hours that are consistent with other such commercial
businesses or services in Comparable Projects. Notwithstanding anything to the contrary, Tenant
may temporarily cease to operate all or any portion of the Project (i) during the period following
any Casualty, Taking or other exercise by a governmental authority of the power of eminent
domain to the extent and only to the extent necessary in the reasonable judgment of Tenant in
order to repair and restore the Project, and (ii) in order to diligently construct Alterations
consistent with industry standards or replacements and repairs required by this Lease, provided
that (x) such cessation of all or substantially all of the Project operations shall not last more than
six (6) months without Landlord's consent, (y) Tenant shall proceed with such Alterations
{DLG00018507.100018507.2 }-
29 1172269v4
continuously and with reasonable diligence during such period and in accordance with the
provisions of this Lease and (z) Tenant shall provide Landlord with at least thirty (30) days prior
written notice of any such closing and shall consult with Landlord with respect to the reasons for
such closing. Except as expressly set forth herein, no cessation of operations by Tenant pursuant
to this Section shall relieve Tenant of any obligations under this Lease (including, without
limitation, the obligation to pay Rent applicable to any period of closing).
8.6
Trade Name and Trademarks. The name of the Franchisor or Tenant, whether
used alone or with another word or words, and any trade names, trademarks, symbols, logos or
designs of the Franchisor or Tenant that may be used from time to time at the Project, including
in connection with any restaurants, retail stores and other facilities, shall remain the exclusive
property of the Franchisor or Tenant or other owner thereof. Nothing contained herein shall
confer upon Landlord the right to use these trade names, trademarks, symbols, logos or designs.
Upon the termination of this Lease, the use of the name, trade names, trademarks, symbols, logos
and designs shall immediately end unless otherwise agreed by the Franchisor or other licensor.
In case of a breach of this provision by Landlord or anyone claiming through Landlord, Tenant's
sole remedy shall be injunctive relief. This section shall survive the termination of this Lease.
8.7
Signs. Subject to compliance with applicable Governmental Requirements and
Landlords' prior written consent, which consent will not be unreasonably withheld, conditioned
or delayed, Tenant shall have the right to construct and affix signs on the Leased Premises and
the Improvements. All signs shall remain the property of the Tenant, Franchisor, or any other
owner thereof, and, upon termination of this Lease, Tenant shall remove the signs from the
Leased Premises. Tenant shall effect such removal prior to termination of this Lease, and shall
repair any damage to the Leased Premises and Improvements caused by such removal. The
removal shall be accomplished in a workmanlike manner leaving the Leased Premises and
Improvements in a presentable condition and appearance.
8.8
Compliance with Governmental Requirements. Tenant shall comply with all
Governmental Requirements applicable to the possession, use, occupancy, development and
operation of the Leased Premises, provided that this provision shall not operate or be construed
to prohibit Tenant from contesting in good faith the validity, enforceability or applicability of any
Governmental Requirement, by appropriate administrative, judicial or other means, as long as (i)
the governmental entity seeking to enforce or apply such Governmental Requirement is stayed
from doing so during the pendency of Tenant's good faith contest of the validity, enforceability or
applicability of such Governmental Requirement, (ii) Tenant proceeds in compliance with all
procedures required by applicable governmental authorities in connection with such contest, (iii)
Tenant proceeds diligently and (iv) such delay in compliance is not likely to affect the structural
integrity of the Improvements or otherwise cause harm to Persons or property.
8.9
Inspection of Books and Records. From time to time, and at reasonable
intervals, Landlord shall have the right to inspect all books of account, records, documents,
leases, Subleases and other documents or matters relative to the business conducted at or about
the Leased Premises or otherwise under this Lease (collectively, the "Books and Records"), for
the purpose of assuring that Tenant is in compliance with the public purposes, objectives and
covenants and conditions contained herein, including all payments required to be made to
Landlord hereunder. Any such inspection shall be conducted at Tenant's business premises in
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New Orleans, Louisiana or the Leased Premises, during normal business hours, after reasonable
written notice thereof. Further, without limiting Landlord's direct right to inspect Manager's
Books and Records pursuant to Section 8.3 above, Tenant shall exercise any and all rights of
Tenant to inspect any Manager's Books and Records pursuant to any Management Agreement for
the Project as may be requested by Landlord from time to time, and shall furnish Landlord with
such information as Landlord may request in connection therewith.
8.10 Landlord's Entry and Inspection Rights. Landlord shall have the right at all
reasonable times, upon reasonable notice, or at any time in the event of any emergency (without
the requirement of notice), to enter upon the Leased Premises for purposes of (i) inspection, (ii)
making repairs that Landlord has the right to make pursuant to the provisions of this Lease, (iii)
determining whether Tenant is complying with the terms and provisions of this Lease, and (iv)
exercising Landlord's right to review the Books and Records and all other rights of Landlord
under this Lease. Landlord shall use reasonable efforts to minimize interference with the
operation of business within the Project during any such inspections. Tenant shall have the right
to have a representative accompany Landlord during its inspection of the Leased Premises.
Landlord shall be allowed to take all material into and upon the Project that may be required for
the repairs above mentioned as the same is required for such purpose, without the same
constituting an eviction of Tenant in whole or in part and the Rent shall in no way be abated
while said repairs are being made by reason of loss or interruption of the business of Tenant
because of the prosecution of any such work. In performing any repairs, Landlord agrees to use
reasonable efforts to minimize to the extent practicable any disruption of or interference with the
occupancy, business or operation of Tenant or any Third Party; provided that nothing contained
herein shall require Landlord to perform such repair, or to perform such repair on an overtime or
premium paid basis.
8.11 Trash and Garbage Disposal. Tenant shall at its expense arrange for and cause
pick up and/or disposition away from the Leased Premises of all trash and garbage generated by
or through its operations on a regular basis and Landlord shall have no responsibility therefor.
8.12 Utilities and Other Services. Landlord shall not be obligated to furnish or pay
for any utilities or services for the Leased Premises. All such utilities and other services required
by Tenant shall be obtained by Tenant at Tenant's sole cost and expense. Tenant shall also
procure or cause to be procured without cost to Landlord, any and all necessary permits, licenses
or other authorizations required for the lawful and proper installation and maintenance upon the
Leased Premises of wires, pipes, conduits, tubes and other equipment and appliances for use in
supplying any such utilities and service to and upon the Leased Premises. Tenant shall obtain all
utilities and other services directly from public utility and other companies serving the Leased
Premises. Tenant shall pay, or cause to be paid, for all gas, electricity, sewerage, water, light, heat
or power, telephone or other communication service used, rendered or supplied upon or in
connection with the Leased Premises throughout the Term or that shall be used or consumed to
heat, cool, light, illuminate, or otherwise power the Leased Premises and outside lighting and
signs for the Project or on or surrounding the Leased Premises (excluding the costs of municipal
street lighting) or otherwise delivered thereto. All utility services shall be metered and installed
in the name of Tenant, and Tenant shall pay all deposits for and costs of said utilities. No
interruption or malfunction of any utility services shall constitute an eviction or disturbance of
Tenant's possession of the Leased Premises or a breach of the covenant of quiet enjoyment, no
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31 1172269v4
such interruption or malfunction shall result in any abatement or reduction in the Rent due under
this Lease, and Landlord shall have no liability or responsibility therefor.
8.13 Capital Replacement Fund. In order to assist Tenant in having funds available
to comply with the Operating Standard and other provisions of this Lease throughout the Term
(but without limiting those obligations), Tenant shall establish and maintain a reserve fund (the
Capital Reserve Fund), which shall be a separate account, segregated from other funds of
Tenant. Commencing on the Full Rent Commencement Date and continuing throughout the
Term, Tenant shall, on a monthly basis, deposit an amount equal to (i) ________three percent
(____3%) of the Gross Revenues from the Hotel Portion, as reflected on the Gross Revenue
Report for such month, and (ii) [$_____]an amount equal to one percent (1%) of the gross
monthly rental per unit for each unit in the Residential Portion (as adjusted every five (5) years
after the Effective Date in accordance with the percentage change in the CPI since the Effective
Date), into the Capital Reserve Fund. The certified Gross Revenue Reports submitted pursuant
to Section 5.5 above shall include the calculation of deposits required under this Section 8.13.
All interest on the Capital Reserve Fund shall be added to the Capital Reserve Fund, but shall not
be treated as a credit against, or otherwise reduce, the deposits required to be made by Tenant
hereunder. If any payment to the Capital Reserve Fund is not paid within ten (10) days after the
due date, Tenant shall, in addition to the amount due, pay into the Capital Reserve Fund interest
on such unpaid amount at the Default Rate from the date on which such payment was due until it
is paid in full, compounded monthly. The annual amount required to be deposited into the
Capital Reserve Fund pursuant to the preceding sentence shall be adjusted each year on each
anniversary of the Full Rent Commencement Date in accordance with the percentage change in
the CPI during the previous year, subject to the same limitations and calculated in accordance
with the provisions of Section 5.3 above.
To the extent Tenant's lender requires a separate account for the purpose of
funding capital maintenance and improvements for the Project, such account shall satisfy the
Capital Reserve Fund requirements of this Section 8.13, provided that in no event shall such
lender-required account be maintained at levels less than what is required pursuant to this Section
8.13 and in no event shall Tenant request any disbursement from such account for any purpose
other than making capital improvements and upgrades required to maintain the Project in
accordance with the Operating Standard. Tenant shall deliver to Landlord a fully executed copy
of the document(s) that govern any lender-required account described in this paragraph, and
Tenant agrees to promptly provide Landlord with all amendments, modifications and
replacements of such agreement.
Tenant agrees to promptly provide Landlord with evidence of the establishment of
the Capital Reserve Fund. Upon Landlord's request from time to time, Tenant shall provide
Landlord information concerning the funds in the Capital Reserve Fund, deposits therein and
disbursements therefrom. All funds in the Capital Reserve Fund, whether maintained pursuant to
this Section 8.13 or a lender agreement contemplated hereby, shall be used only for the purpose
of making capital improvements and upgrades required to maintain the Project in accordance
with the Operating Standard, as necessary from time to time. Tenant shall provide written notice
to Landlord of all withdrawals from the Capital Reserve Fund when made. Tenant acknowledges
and agrees that the Operating Standard obligations of this Lease may require Tenant to spend
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32 1172269v4
more than the amount then in the Capital Reserve Fund and Tenant shall make all such
expenditures as may be required.
To secure payment of any costs incurred or other damages or loss that Landlord
may suffer by reason of a breach of Tenant's obligations under Section 10.1 of this Lease, Tenant
hereby grants Landlord a first priority continuing security interest in the Capital Reserve Fund.
Tenant agrees to execute such instruments as Landlord may reasonably request to evidence and
perfect Landlord's security interest therein, including without limitation an account pledge and
control agreement, and irrevocably authorizes Landlord to file such financing statements,
amendments thereto and continuations thereof as may be necessary or appropriate in connection
therewith. Upon a default of Tenant's obligations under Section 10.1, Landlord may, as an
additional remedy hereunder and not in lieu of any other remedy hereunder or at law, apply or
cause to be applied all or any portion of the then-current balance of the Capital Reserve Fund
against the cost of curing Tenant's default.
ARTICLE IX
PARKING
9.1
Parking Agreement. Landlord and Tenant acknowledge the execution and
delivery of the Parking Agreement simultaneously with the execution and delivery of this Lease,
which Parking Agreement grants unto Tenant, Manager, Franchisor and their respective
employees, agents, licensees, guests and invitees parking spaces in the Parking Facility for use in
connection with the Project, all as more fully set forth and subject to the terms and conditions
contained therein. Tenant has entered into an agreement with Hilton with respect to the use of
parking spaces during the period from the Opening of the Project until the commencement of the
term of the Parking Agreement, a fully executed copy of which has been provided to Landlord.
Tenant acknowledges and agrees that any and all revenue generated by Tenant
hereunder from Third Parties, or guests, subtenants or other invitees to the Project as a result of
the Parking Agreement, use of the Parking Facility or any parking spaces contained therein, valet
parking services, or any other services rendered in connection with the Parking Facility or any
parking spaces contained therein shall be included within Gross Revenues, except for the actual
amount both payable and paid by Tenant to Landlord or its designee as Parking Charges (as such
term is defined in the Parking Agreement). It is especially acknowledged and understood that the
Parking Charges payable pursuant to the Parking Agreement shall not be considered as Rent
hereunder, and that the Parking Charges shall not be included within Gross Revenue to the extent
that it is actually payable and paid to Landlord or its designee pursuant to the provisions, terms
and conditions of the Parking Agreement.
9.2
Mortgage on Parking Agreement/Termination of Parking Agreement.
Landlord and Tenant acknowledge that Tenant may encumber its interest under the Parking
Agreement solely in connection with Leasehold Mortgages permitted pursuant to this Lease, and
solely for the purpose of assuring that the holder of such Leasehold Mortgage shall have certain
rights to take over the Parking Agreement in the event of any foreclosure of its interest under
such Leasehold Mortgage. Under no circumstances may Tenant's interest under the Parking
Agreement be mortgaged, transferred or assigned, except contemporaneously with a permitted
Leasehold Mortgage, assignment or transfer of Tenant's interest under this Lease or except
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33 1172269v4
pursuant to a simultaneous foreclosure by or transfer in lieu of foreclosure to a Leasehold

Mortgagee pursuant to a Leasehold Mortgage permitted hereunder. Furthermore, any such
mortgage, transfer or assignment of Tenant's interest under the Parking Agreement must be in
favor of the same party to whom Tenant's interest under this Lease is mortgaged, transferred or
assigned. It is the intention of the parties that Tenant shall have all rights and obligations which
arise under the Parking Agreement, as amended, in order to provide for the availability of parking
spaces which are necessary for the Project. However, all obligations of the Tenant under the
Parking Agreement, including the obligation to pay all amounts required thereunder, shall remain
independent obligations of Tenant, for so long as the Parking Agreement is in effect. Landlord
shall have the right to terminate the Parking Agreement upon the expiration or earlier termination
of this Lease, or any time thereafter (subject to any specific rights which may be granted to a
Leasehold Mortgagee to obtain a New Lease hereunder or a new Parking Agreement pursuant to
the provisions of the Parking Agreement. Further, Landlord shall have the right to terminate the
Parking Agreement in the event that the tenant under the Parking Agreement is not the same
entity as the Tenant under this Lease, or as otherwise provided in the Parking Agreement.
ARTICLE X
MAINTENANCE, REPAIRS AND ALTERATIONS
10.1 Maintenance and Repairs. Throughout the Term of this Lease, Tenant, at
Tenant's sole cost and expense, shall keep and maintain the Leased Premises and the
Improvements (including the foundation, the roof, building, interior and exterior wall repairs
(ordinary and structural) and life safety systems) in good condition, order and repair, consistent
with the Operating Standard, and with Tenant being solely responsible to perform all
maintenance, repairs, and replacements and to make all necessary interior or exterior structural or
non-structural refurbishments, additions, or improvements that may be necessary from time to
time to maintain the Project clean, attractive, and in accordance with the Operating Standard, but
in all events in conformity with all Governmental Requirements and all insurance requirements.
In all events Tenant shall keep and maintain the entire Project in a clean, sanitary, orderly and
attractive condition, free from weeds, rubbish and debris. Landlord shall have no responsibility
for maintenance, repair or replacements to the Project or any part thereof, and Tenant hereby
assumes the full and sole responsibility for the condition, operation, security, repair, replacement,
maintenance and management of the Project during the Term.
10.2 Inspections by Landlord. Landlord may, at Landlord's expense, make or cause
to be made during the Term of this Lease from time to time inspections of the Improvements to
determine whether Tenant is maintaining the Improvements in the condition as required by this
Lease, and in the case of an emergency (e.g., a condition presenting imminent danger to the
health or safety of Persons or to property), or following any notice given under this Section,
making any necessary repairs or maintenance to the Leased Premises and Improvements. If any
inspection reveals that further maintenance, repairs and/or replacements of the Improvements are
required, Landlord shall provide Tenant with a written description of the required maintenance,
repairs and/or replacements and Tenant shall complete the maintenance, repairs and/or
replacements to the reasonable satisfaction of Landlord within thirty (30) days after the receipt of
such description from the Landlord, or such later date as may be required based on the nature and
scope of the proposed maintenance, repairs and/or replacements. In the event Tenant fails to
maintain or repair the Leased Premises, the Improvements or any part thereof as required in this
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34 1172269v4
Lease, Landlord may perform such maintenance or repair and Tenant shall reimburse Landlord
for all costs incurred in connection therewith, plus interest at the Default Rate.
10.3 Alterations. After Substantial Completion of the Renovation, Tenant shall have
the right, at its sole cost and expense, to make Alterations to the Improvements on the Leased
Premises, except Landlord's prior written consent shall be required for a Material Alteration. In
no event shall any Alteration result in the demolition of the Improvements or any part thereof. A
"Material Alteration" is an Alteration that (a) results in the quality and operating standards of
the Project no longer being consistent with or better than that of a Comparable Project and in
accordance with the Operating Standard; (b) results in the reduction of the number of hotel rooms
in the Project below the number of keys set forth in the definition of Hotel Portion or the number
of apartment units below the number of units set forth in the definition of Apartments Portion;
(c) affects the structural portions of the Improvements, including without limitation, exterior
walls, faade, roof, foundation or the building core or exterior; (d) affects the mechanical,
electrical, plumbing, life safety and/or other systems and components of the Improvements; or (e)
any other Alteration that results in changes to the Project that prevent the use or operation of the
Project in a manner required by the terms of this Lease. Landlord's consent shall not be required
for an Alteration that is not a Material Alteration.
When Tenant seeks Landlord's consent to a Material Alteration, Tenant shall
submit to Landlord a written request therefor, along with detailed plans and specifications
showing in reasonable detail the Material Alteration proposed to be made by Tenant and such
other information as Landlord may reasonably request. Landlord shall not unreasonably
withhold, delay or condition its approval of a Material Alteration.
10.4 General Construction Requirements. All construction by Tenant, including the
Renovation, any Alterations, including Material Alternations and non-Material Alterations, the
Remedial Work and Repairs, shall satisfy the following requirements:
(a)
All work shall be performed by or on behalf of Tenant at Tenant's sole cost
and expense and Landlord shall have no liability or obligation with respect to the work.
(b)
Tenant shall obtain all Governmental Approvals necessary for the
performance of the work prior to the commencement of such work.
(c)
All work shall, once commenced, be pursued with due diligence to
completion, in accordance with the provisions of this Lease, in a good and workmanlike
manner and in compliance with all applicable Governmental Requirements and
Governmental Approvals including, without limitation, all zoning requirements, and all
requirements of the national or local insurance rating bureau, or any other body hereafter
exercising similar functions. All work shall be completed free of any liens or other
encumbrances other than any permitted Leasehold Mortgage. Tenant shall take
commercially reasonable measures and precautions to minimize the risk of damage,
disruption or inconvenience caused by such work on properties in the immediate vicinity
of the Leased Premises and make adequate provisions for the safety of all Persons
affected thereby in connection with any work. Dust, noise and other effects of such work
shall be controlled using commercially accepted methods and shall comply with all
Governmental Requirements. Any work shall, when completed, be of such a character as
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35 1172269v4
not to reduce the value and utility of any Improvements below the value and utility
immediately before such work and shall not weaken or impair the structural integrity of
any Improvements.
(d)
Any work exceeding $200,000 (as adjusted every five (5) years after the
Effective Date in accordance with the percentage change in the CPI since the Effective
Date) in cost in the aggregate shall be performed under a written and recorded contract
that is bonded (for the full amount of the contract) by a Qualified Surety. The bond shall
name Landlord and the City as co-obligees, shall guarantee the faithful performance of
the contract and shall guarantee the payment of all materialmen, subcontractors, laborers
and others, as required by the provisions of La. R.S. 9:4801, et seq. (as the same may be
amended or replaced from time to time). Prior to the commencement of the Renovation
or a Material Alteration, Tenant shall deliver to Landlord (i) a complete copy of the
executed contract, (ii) a copy of the bonds required herein and (iii) evidence of
recordation of the recorded contract.
(e)
All work shall be performed by a Qualified Contractor. All construction
and related agreements shall provide that neither Landlord nor the City shall be liable for
any work performed or to be performed on the Leased Premises or for any materials
furnished or to be furnished at the Leased Premises.
(f)
Landlord and Landlord's authorized representatives shall have the right to
inspect all work while it is being performed and after completion to ensure compliance
with the terms of this Lease, although Landlord has no obligation to conduct inspections
or to report to Tenant any of Landlord's observations. Upon request by Landlord, Tenant
shall promptly remedy any defective work or any work that is not in compliance with the
terms of this Lease. Notwithstanding Landlord's inspection of the work, Landlord and its
consultants and representatives shall have no liability for a failure to discover and/or
disclose a defect, deficiency, error or omission in the work or for the non-compliance of
the work with the terms of this Lease or applicable Governmental Requirements.
(g)
Tenant shall provide to Landlord, promptly following completion of any
work, (i) a certificate from a licensed professional engineer or architect certifying that
such work has been completed in accordance with the final plans therefor (subject to
minor deviation) and (ii) final as-built plans and specifications.
10.5 No Landlord Liability. Notwithstanding Landlord's right to review and approve
certain plans and specifications and construction hereunder, including without limitation the
Project Schematic Plans and the Project Construction Plans, neither the City nor Landlord nor
any of their respective consultants or representatives shall have any liability with respect to any
construction by Tenant, including the Renovation, Repairs, any Remediation Work or any
Alterations, for a failure to discover and/or disclose a defect, deficiency, error or omission in the
plans and specifications or any changes thereto or for the non-compliance of the plans and
specifications or any changes thereto with the terms of this Lease or applicable Governmental
Requirements. Landlord's approval of plans and other matters with respect to such work will not
be deemed or construed to cause Landlord to be liable to any other person with respect to any
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36 1172269v4
matters so approved, and shall not excuse Tenant from obtaining all necessary permits or other
Governmental Approvals therefor.
10.6 Tenant's Obligation to Pay Landlord's Costs. On each occasion on which this
Lease requires or permits Landlord's review, approval or inspection of any architectural plans or
specifications or construction work hereunder, Tenant shall pay Landlord, as Additional Rent
hereunder to compensate Landlord for the costs of its review, approval, or inspection of such
plans or work all reasonable out-of-pocket third party fees and expenses actually incurred by
Landlord in connection with reviewing, inspecting and approving (or disapproving) such plans or
work.
10.7 Liens and Claims. During the Term, Tenant shall not suffer or permit to be
created, filed, recorded, or enforced against the Leased Premises or any part thereof or interest
therein, any mechanics', materialmen's, contractors', vendors', laborers' or subcontractors' liens,
privileges, claims, demands, security interests, or actions growing out of or arising from any
claim for damage growing out of the work of any construction, repair, restoration, replacement or
improvement, or any other claim or demand howsoever the same may arise (hereinafter "Lien"
or collectively the "Liens"). Tenant shall, at its sole cost and expense, satisfy or cause to be
satisfied, bonded, or discharged of record to the reasonable satisfaction of Landlord all of said
Liens and all amounts claimed thereunder on or before the earlier of (i) thirty (30) days after such
Lien is filed, (ii) the date on which any action is brought to enforce the same against the Leased
Premises or any part thereof, or (iii) such shorter period as may be required by Governmental
Requirements. Tenant shall reimburse Landlord and the City for and indemnify, defend, and
hold Landlord and the City harmless for, from, and against any and all damage or loss sustained
by any such parties or claims or liabilities asserted against any such parties arising from any and
all such Liens, together with reasonable attorneys' fees and all costs and expenses in connection
therewith. Tenant shall notify Landlord of the filing of a Lien within ten (10) days after Tenant
has actual knowledge thereof.
Notwithstanding the foregoing, after prior written notice to Landlord, Tenant may, at its
sole cost and expense, contest by appropriate legal proceeding, promptly initiated and conducted
in good faith and with due diligence, the amount or validity or application in whole or in part of
any Lien, provided that: (i) no Event of Default has occurred and is continuing; (ii) Tenant is
permitted to do so under any Leasehold Mortgage; (iii) the proceeding will suspend the collection
of the Lien or Tenant pays the entire amount of the Lien under protest; (iv) neither the Leased
Premises, the Improvements, nor any part thereof or interest therein will be in danger of being
sold, forfeited, terminated, canceled or lost; and (v) Tenant shall defend itself, the City and
Landlord against the Lien and shall pay and satisfy the amount of such Lien, and any expense or
cost or any adverse judgment and costs and other expenses related thereto, including, without
limitation, any attorneys' fees and other costs, that may be rendered thereon before the
enforcement thereof against the City, Landlord or the Leased Premises. If Landlord shall require,
then on or before the earlier of (i) thirty (30) days after demand by Landlord, or (ii) the
commencement of such contest, Tenant shall furnish to Landlord a surety bond, cash or other
security satisfactory to Landlord in an amount at least equal to 125% of such contested Lien
indemnifying Landlord against liability for the same, and holding the Leased Premises free from
the effect of such Lien.
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37 1172269v4
ARTICLE XI
IMPOSITIONS
11.1 Payment of Impositions. Subject to the right to contest described in this Lease,
Tenant shall pay, prior to delinquency, all ad valorem or real estate taxes and assessments
(ordinary and extraordinary, unforeseen and foreseen), personal property taxes, water rents, sewer
and other charges, excise tax, value added tax, use and occupancy tax, sales tax, vault tax,
amusement tax and other taxes, duties and charges, fees or payments imposed by a governmental,
quasi-governmental, or public authority, payments in lieu of any of the foregoing, whether or not
expressly so designated, fines, penalties and other similar or like governmental charges
applicable to any of the foregoing, and any interest or costs with respect thereto which are
imposed, assessed, levied, or become due or payable or become a charge or lien upon, or arise in
connection with the ownership, lease, use, occupancy or possession of the Leased Premises, the
Improvements thereon or the Project (all of the foregoing being herein collectively referred to as
"Impositions") during the Term. All payments of or with respect to the Impositions shall be
fully and promptly made or caused to be made by Tenant directly to the respective authorities to
whom such payments are due or payable. If an Imposition may be paid in installments (whether
or not interest shall accrue on the unpaid balance of the Imposition), Tenant may exercise the
option to pay the Imposition (and any accrued interest on the unpaid balance of the Imposition) in
installments and, in such event, shall pay the installments as they become due during the Term of
this Lease. Tenant shall furnish to Landlord evidence of payment of Impositions within thirty
(30) days after the date an Imposition is due and payable. To the extent applicable, all
Impositions for the first and last years of the Term of this Lease shall be apportioned between
Landlord and Tenant so that Tenant shall pay and bear only such portion thereof as relates to the
period within the Term of this Lease.
11.2 Contest of Impositions. To the extent allowed by applicable Governmental
Requirements and the provisions of this Lease, Tenant may contest an Imposition by appropriate
proceedings conducted promptly and in good faith at Tenant's expense, in Tenant's name.
Neither the City nor Landlord shall be required to join in any proceedings referred to herein
unless a Governmental Requirement at the time in effect shall require that such proceedings be
brought by and/or in the name of the City or Landlord, as applicable, in which event, the City
and/or Landlord shall join and cooperate in such proceedings or permit the same to be brought in
its name but shall not be liable for the payment of any costs or expenses in connection with any
such proceeding, and Tenant shall reimburse and indemnify the City and Landlord for any and all
costs or expenses which either party may sustain or incur in connection with any such
proceedings. Tenant agrees to indemnify and hold harmless Landlord and the City against any
cost, expense (including reasonable attorneys' fees and expenses) or liability that Landlord or the
City may suffer or incur arising out of or in any manner relating to such cooperation. However,
the City's obligations under this Section shall not require any conduct by the City, if such conduct
would have any element of state or governmental action that it would not have taken if not for
the terms of this Section.
11.3 Certain Taxes Not Impositions. Nothing contained in this Lease shall require or
be construed to obligate Tenant to pay any franchise, corporation, capital stock, capital levies,
transfer, estate or inheritance, income or excess profits tax imposed upon the City, Landlord or
its successors or assigns.
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38 1172269v4
11.4 Tax Exempt Land. The Leased Premises are owned by the City and Landlord,
and, as such, are currently tax exempt. If ad valorem or real estate taxes are assessed against the
Leased Premises as long as the City, Landlord, any public benefit corporation of the City or any
political subdivision of the State of Louisiana shall own the Leased Premises, then subject to the
right to contest described in this Lease, Tenant shall pay all ad valorem or real estate taxes
assessed against the Leased Premises.; provided, however, that Tenant shall be entitled to a dollar
for dollar credit against the Rent payable under this Lease for any amounts that Tenant is required
to pay for ad valorem or real estate taxes that are later assessed against the Leased Premises.
ARTICLE XII
INSURANCE
12.1 Property/Casualty Insurance Coverage. Beginning on the Opening of the
Project and thereafter throughout the Term, Tenant, at its sole cost and expense, shall obtain,
keep, and maintain, a hazard and casualty insurance policy (the "Tenant's Casualty
Insurance") providing for coverage of the Improvements and Tenant's Property against loss or
damage to the Improvements and Tenant's Property due to perils covered by the broadest form of
extended coverage insurance, together with flood insurance, covering the Improvements, naming
Landlord, the City, each Leasehold Mortgagee, and Tenant, as loss payees, as their respective
interests may appear, for a sum at least equal to one hundred percent (100%) of the then full cost
of replacing the Improvements and Tenant's Property, and with any deductible not exceeding
$50,000 per occurrence (as adjusted every five (5) years after the Effective Date in accordance
with the percentage change in the CPI since the Effective Date). The peril of flood will be
insured in the amount of at least $10,000,000 applicable to the Improvements and Tenant's
Property with a deductible not exceeding $100,000. The Tenant's Casualty Insurance shall also
include an agreed amount clause or waiver of coinsurance and shall not contain any exclusion for
freezing, mechanical breakdown, loss or damage covered under any guarantee or warranty or any
exclusion for resultant damage caused by faulty workmanship, design or materials.
12.2 Builder's Risk. In connection with the Renovation and for any Alteration that is
reasonably anticipated to cost in excess of $200,000 (as adjusted every five (5) years after the
Effective Date in accordance with the percentage change in the CPI since the Effective Date) in
the aggregate (collectively, "Tenant's Work"), then prior to the commencement of Tenant's
Work, and at all times during the performance of Tenant's Work, Tenant shall, at its sole cost and
expense, obtain, keep and maintain or cause to be obtained, kept and maintained, builder's "all
risk" insurance policies (collectively, the "Builder's All Risk Policies") affording coverage of
Tenant's Work and, with respect to the Renovation, the Existing Improvements, whether
permanent or temporary, and all materials and equipment related thereto against loss or damage
due to perils covered by the broadest form of extended coverage insurance, including flood. The
Builder's All Risk Policies shall be written on an occurrence basis and on a replacement cost
basis, insuring one hundred percent (100%) of the cost of Tenant's Work, and, with respect to the
Renovation, the Existing Improvements if then available using a completed value form (with
permission to occupy upon completion of work or occupancy) or a similar form, naming Tenant
as the insured and the Landlord, the City and each Leasehold Mortgagee as loss payees, as their
respective interests may appear, with replacement cost coverage in an amount reasonably
required by Landlord in accordance with industry standards, and with any deductible not
exceeding $50,000 per loss.
{DLG00018507.100018507.2 }-
39 1172269v4
12.3 Liability Insurance. Beginning on the Effective Date and thereafter throughout
the Term, Tenant shall, at its sole cost and expense, and with Landlord, the City and each
Leasehold Mortgagee as additional insureds, and Tenant as the named insured, obtain, keep and
maintain or cause to be obtained, kept and maintained, the following liability insurance policies:
(i)
Commercial General Liability insurance (the "GL Policy") on an
"occurrence basis" against claims for bodily injury, death and/or property damage occurring
upon, in or about the Project, or any part thereof, or resulting from, or in connection with the
construction, use, operation or occupancy of the Project. The insurance required to be
maintained by Tenant under this paragraph: (1) shall afford immediate minimum protection in
the amount specified below on the Effective Date and (2) at all times thereafter shall be in such
amounts and with such policy limits so that such policies shall have such limits as Landlord
shall, from time to time, reasonably require in accordance with industry standards, provided,
however, that at all times the coverage and limits adequately protect the interest of the insureds
given the risk involved, and in all events to be reviewed at least once every five (5) years during
the Term, and (3) the coverage and limits shall be adequate to maintain the Excess/Umbrella
Policy without gaps in coverage between the GL Policy and the Excess/Umbrella Policy. As of
the date of this Lease, Landlord requires limits of liability under such insurance of not less than
the following:
General Aggregate Limit (other than Products-Completed Operations)
Products-Completed Operations Aggregate Limit
Personal & Advertising Injury Limit
Each Occurrence Limit
Fire Damage Limit
Medical Expense Limit
$10,000,000
$5,000,000
$1,000,000
$1,000,000
$1,000,000
$10,000
(ii)
From and after Substantial Completion of the Renovation, Boiler and
pressure vessel insurance, including air tanks, pressure piping and major air conditioning
equipment, provided the Improvements contain equipment of the nature ordinarily covered by
such insurance, in an amount not less than Twenty Million and No/100 Dollars ($20,000,000).
(iii) A business automobile liability insurance policy covering all vehicles,
whether owned, non-owned and hired or borrowed vehicles, used in connection with the
construction, maintenance or operation of the Project, naming Tenant as the insured and
Landlord, the City and each Leasehold Mortgagee as additional insureds, affording protection
against liability for bodily injury and death and/or for property damage in an amount not less than
One Million and No/100 Dollars ($1,000,000.00) combined single limit per occurrence or its
equivalent.
(iv)
Worker's Compensation and Employers' Liability Insurance in accordance
with the statutory limits of the State of Louisiana, including any and all States Endorsements
which will provide coverage for claims under both the Louisiana Workers' Compensation Act
and, when applicable, the Federal Longshoremen's and Harbor Workers' Compensation Act with
United States statutory limits. The limits of liability under the Employers' Liability Section of
the Workers' Compensation and Employers' Liability insurance policy or policies required
{DLG00018507.100018507.2 }-
40 1172269v4
hereunder shall be in the amount of One Million and No/100 Dollars ($1,000,000) for bodily
injury by accident (each accident).
(v)
After the Opening of the Project, Excess or Commercial Umbrella
Liability Insurance (the "Umbrella Policy"), written on an occurrence basis, naming Tenant as
the insured and Landlord, the City and each Leasehold Mortgagee as additional insureds, with
limits of not less than Twenty Five Million and No/100 Dollars ($25,000,000) per occurrence
and in the aggregate, for bodily injury and death and/or property damage liability combined, such
policy to be written on an excess basis above the coverages required hereinabove (specifically
listing such underlying policies) and following the form of such underlying policies.
(vi)
After the Opening of the Project, a commercial crime insurance policy
insuring against employee dishonesty, forgery or alteration and computer fraud, naming Tenant
as the insured in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000)
per occurrence, or such higher limits as Landlord may from time to time require in accordance
with industry standards.
(vii) If any of the insurance policies required herein include any exclusions for
loss, cost, damage or liability caused by terrorism or terrorist acts, Tenant shall obtain and
maintain terrorism coverage to cover such exclusion(s) from a carrier which otherwise satisfies
the rating criteria specified herein (a Qualified Carrier) or, in the event that such terrorism
coverage is not available from a Qualified Carrier, Tenant shall obtain such terrorism coverage
from the highest rated insurance company providing such terrorism coverage. Notwithstanding
the foregoing, with respect to any stand-alone policy covering terrorist acts, Tenant shall not be
required to pay any insurance premiums solely with respect to such terrorism coverage in excess
of $30,000 (as adjusted every five (5) years after the Effective Date in accordance with the
percentage change in the CPI since the Effective Date) (the "Terrorism Premium Cap";
provided that if the insurance premiums payable with respect to such terrorism coverage exceeds
the Terrorism Premium Cap, Landlord may, at its option, but with no obligation to do so, modify
the deductible amounts, policy limits and other required policy terms to reduce the insurance
premiums payable with respect to such stand-alone terrorism policy to the Terrorism Premium
Cap.
(viii) In the event that Tenant or any Third Party sells, or licenses the right to
sell, alcoholic beverages at the Project, Tenant shall provide or cause such Third Party to provide
insurance for liabilities associated with such activities with limits of not less than $1,000,000.00
per occurrence and $2,000,000.00 in the aggregate per annum.
(ix)
Such other insurance, and in such amounts, as may from time to time be
reasonably required by Landlord consistent with industry standards against the same or other
insurable hazards which at the time are commonly insured against in the case of properties
similarly situated, due regard being given to the height and type of buildings thereon, their
construction, use and occupancy.
(x)
The specific policy limits and deductibles provided above shall be
increased from time to time as reasonably required by Landlord in accordance with industry
standards.
{DLG00018507.100018507.2 }-
41 1172269v4
12.4 Business Interruption Insurance. After the Opening of the Project and
thereafter throughout the Term, Tenant shall maintain, at its sole cost and expense, a policy or
policies of Business Interruption Insurance insuring Tenant, and naming Landlord as loss payee
as its interests may appear, against the actual loss that may be occasioned by a casualty or
catastrophe which interrupts the normal business and earnings of Tenant and Tenant's ability to
pay Rent due under this Lease. The amount of the Business Interruption Insurance shall be an
amount sufficient to cover 100% of all continuing normal operating expenses at the Project for a
period of twelve (12) months (including all Rent and all debt service).
12.5 Professional Liability. Prior to commencing the Renovation or any Material
Alteration, Tenant shall cause any architects or engineers to maintain Architects and Engineers
Errors and Omissions Liability insurance specific to the construction activities. If coverage is
provided on a "Claims Made" basis, the policy shall provide for the reporting of claims for a
period of two (2) years following the completion of all construction activities. The minimum
limits acceptable shall be $1,000,000 per occurrence and $3,000,000 in the annual aggregate.
12.6 Form of Insurance and Insurers; Required Provisions. All policies of
insurance required in this Article shall be effected under valid and enforceable policies, in such
forms as may from time to time be as specified in this Lease, issued by insurers that are
authorized to do business in the State of Louisiana, and have an Alfred M. Best Company, Inc.
rating of "A" or better and a financial size category of not less than "VII" (or, if Alfred M. Best
Company, Inc. no longer uses such rating system, then the equivalent or most similar ratings
under the rating system then in effect, or if Alfred M. Best Company, Inc. is no longer the most
widely accepted rater of the financial stability of insurance companies providing coverage such
as that required by this Lease, then the equivalent or most similar rating under the rating system
then in effect of the most widely accepted rater of the financial stability of such insurance
companies at the time).
The policies required to be carried hereunder shall provide for waivers of
subrogation by endorsement or other means which waivers of subrogation shall be effective as to
any Person even though such Person may otherwise have a duty of indemnification, contractual
or otherwise, may not have paid any insurance premiums directly or indirectly and may or may
not have an insurable interest in the insured property damage.
The policies required to be carried hereunder (and any certificate evidencing the
existence of each such insurance policy) shall certify that such insurance policy shall not be
canceled, not renewed, reduced in coverage, or modified unless Landlord and the City, in each
case, shall have received written notice of cancellation, non-renewal or material reduction in
coverage not less than thirty (30) days prior to the effective date of such cancellation,
non-renewal, material reduction in coverage, or other modification as applicable.
Except as otherwise provided for herein, each and every insurance policy required
to be carried hereunder shall provide that the policy is primary and that any other insurance of
any insured or additional insured thereunder with respect to matters covered by such insurance
policy shall be excess and non-contributing. Each of said insurance policies shall also provide
that any loss shall be payable in accordance with the terms of such policy notwithstanding any
action, inaction or negligence of the insured or of any other Person (including, but not limited to,
{DLG00018507.100018507.2 }-
42 1172269v4
Landlord, the City, any Leasehold Mortgagee, or any insurance proceeds trustee) which might
otherwise result in a diminution or loss of coverage, including, but not limited to, "breach of
warranty", and the respective interests of the Landlord and the City shall be insured regardless of
any breach or violation by Tenant or any other Person of any warranty, declaration or condition
contained in or with regard to such insurance policies. Each of the policies obtained pursuant to
this Section shall not limit waiver of subrogation by the insured (or, if waiver of subrogation is
limited, shall contain a waiver of subrogation by the insurer in favor of the Landlord and the
City). In addition, each of the policies shall provide that no act or omission of Tenant which
would otherwise result in forfeiture or reduction of the insurance therein provided shall affect or
limit the obligation of the insurance company to pay, in accordance with this Lease, the amount
of any loss sustained.
The furnishing of insurance as provided in this Article XII does not relieve Tenant
of responsibility for losses in excess of the limits of liability of insurance coverage or for losses
not covered by insurance, and Tenant shall assume full responsibility for the amount of any
deductible provided under each insurance policy and all amounts not otherwise covered by such
insurance.
12.7 Delivery of Evidence of Insurance. With respect to each and every one of the
insurance policies required to be obtained, kept or maintained under the terms of this Lease, on
or before the date on which each such policy is required to be first obtained and at least thirty
(30) days before the expiration of any policy required hereunder previously obtained, Tenant
shall deliver to Landlord evidence reasonably acceptable to Landlord showing that such
insurance is in full force and effect. Such evidence shall include certificates of insurance issued
by a responsible officer of the issuer of such policies, or of an agent authorized to bind the named
issuer, setting forth the name of the issuing company, the coverage, limits, deductibles,
endorsements, term and termination provisions thereon and confirmation that the required
premiums have been paid, along with a similar certificate executed by a responsible officer of
Tenant. Upon request of Landlord, Tenant shall provide Landlord with a copy of such insurance
policy or renewal or replacement thereof, and, at Landlord's option, a certificate of insurance with
respect to such insurance policy or renewal or replacement thereof. In the event Tenant fails to
maintain any insurance required in this Lease, Landlord shall have the right, but not the
obligation, to obtain such insurance, and Tenant shall, immediately upon demand, reimburse
Landlord (as Additional Rent) for all costs incurred by Landlord in obtaining such insurance.
12.8 Waiver of Rights of Recovery. To the extent permitted by law, and without
affecting the insurance coverage required to be maintained hereunder, Landlord and Tenant each
waive any right to recover against the other, to the extent insured or self-insured as may be
permitted herein, (a) damages for injury or death of persons, (b) damage to property, (c) damage
to the Improvements, Tenant's Property or any part thereof or (d) claims arising by reason of any
of the foregoing, to the extent that such damages and/or claims are covered (and only to the
extent of such coverage) by insurance that is actually carried by either Landlord or Tenant (or
that was required to be carried pursuant to this Lease). This provision is intended to restrict each
party (if and to the extent permitted by law) to recovery against insurance carriers to the extent of
such coverage and to waive (to the extent of such coverage), for the benefit of each party, rights
and/or claims which might give rise to a right of subrogation in any insurance carrier. The
provisions of this Section are not intended to limit the claims of Tenant, Landlord or the City to
{DLG00018507.100018507.2 }-
43 1172269v4
the face amount or coverage of the insurance policies herein provided for or to evidence the
waiver by any party hereto of any claim for damages in excess of the face amount or coverage of
any of such insurance policies. Neither the issuance of any insurance policy required under, or
the minimum limits specified in, this Article with respect to Tenant's insurance coverage, shall be
deemed to limit or restrict in any way Tenant's liability arising under or out of this Lease. Tenant
shall be liable for any losses, damages or liabilities suffered or incurred by the Landlord and the
City as a result of Tenant's failure to obtain, keep and maintain or cause to be obtained, kept and
maintained, the types and/or amounts of insurance required under the terms of this Lease.
12.9 Other Policies. Tenant shall not take out separate insurance concurrent in form,
or contributing in the event of loss, with that required in this Article unless Landlord and the City
are additional insureds therein, with loss payable as provided in this Lease. Tenant shall
immediately notify Landlord of the taking out of any such separate insurance and shall cause the
original policies in respect thereof or certificates therefor to be delivered as required in this
Article.
12.10 Manager and Leasehold Mortgagee. Landlord hereby acknowledges that the
Manager, Franchisor or any Leasehold Mortgagee may also be named as an additional insured or
loss payee under any policy of insurance required to be carried by Tenant hereunder.
12.11 Blanket Insurance. Any insurance provided for in this Lease may be effected by
a policy or policies of blanket insurance; provided, however, that the amount of the total
insurance allocated to the Leased Premises shall be such as to furnish in protection the equivalent
of separate policies in the amounts herein required, without diminution resulting from any claims
made with respect to any other property covered or payments made with respect to any such
claims, and provided further that in all other respects, any such policy or policies shall comply
with the other specific insurance provisions. Tenant shall provide to Landlord certified
abstracted policies with respect to any blanket insurance obtained hereunder.
ARTICLE XIII
INDEMNITY; LIMITATION OF LIABILITY
13.1 Indemnity. Except as occasioned by the willful misconduct or gross negligence
of Landlord or the City or any of their employees, contractors, agents or representatives, Tenant
shall indemnify Landlord and the City and any of their employees, contractors, agents or
representatives, the Mayor of the City of New Orleans and City Council members (the
"Indemnified Parties") and save them harmless from and against any and all losses, claims,
actions, damages, liability and expenses, including reasonable attorneys' fees, in connection with
the loss of life, personal injury and/or damage to property arising (i) from or out of any
occurrence in, upon or at the Leased Premises, or (ii) the occupancy, use or operation of the
Leased Premises or any part thereof by Tenant, Franchisor, Manager, any Third Party or any of
their respective agents, representatives, servants, customers, licensees, employees, contractors
and invitees, or (iii) the performance of the Remedial Work, the Renovation, Repairs or any
Alteration, or (iv) arising from or out of Tenant's failure to comply with any provision of this
Lease, or in any way incidental to or otherwise occasioned wholly or in part by the fault of
Tenant, Franchisor, Manager, any Third Party, or any of their respective agents, representatives,
contractors, employees, servants, customers, licensees, or invitees or (v) from or connected with
{DLG00018507.100018507.2 }-
44 1172269v4
any Hazardous Substances in, or Environmental Event at, the Project, including without
limitation, any Remedial Work.
13.2 Limitation of Liability. Neither Landlord nor the City shall be liable for any
loss, damage or injury of any kind or character to any Person or property (i) arising from any use
of the Leased Premises or any part thereof, (ii) caused by any defect in any building, structure or
other improvement thereon or in any equipment or other facility located therein, (iii) caused by or
arising from any act or omission of Tenant, Franchisor, Manager, any Third Party, or any of their
respective agents, servants, customers, contractors, employees, licensees or invitees, (iv) arising
from any accident on the Leased Premises or any fire or other casualty thereon, (v) occasioned by
the failure of Tenant to maintain the Leased Premises or Improvements in a safe condition, or
(vi) arising from any other cause whatsoever, except as occasioned by the willful misconduct or
gross negligence of the City, Landlord or their respective employees, contractors or agents.
Tenant, as a material part of the consideration of this Lease, hereby waives on its behalf all
claims and demands against Landlord and the City for any such loss, damage or injury of Tenant.
13.3 Survival. The provision of this Article XIII shall survive the expiration or earlier
termination of this Lease.
ARTICLE XIV
CASUALTY
14.1 Damage or Destruction. If all or any part of the Improvements or Tenant's
Property are destroyed or damaged in whole or in part by fire or other casualty (a "Casualty"),
Tenant shall give Landlord and the City immediate notice thereof. Except as otherwise expressly
provided in this Lease, neither Landlord nor Tenant shall have the right to terminate this Lease if
the Improvements are damaged or destroyed in whole or in part. Furthermore, the Rent shall not
be abated as a result of a Casualty. Instead, during the period Tenant is unable to operate its
business, in whole or in part, as a result of a Casualty, the annual Rent payable by Tenant shall be
an amount equal to the greater of the Rent as provided herein for such period or the average of
the annual Base Rent and Percentage Rent actually paid by Tenant during the three (3) calendar
years immediately preceding the Casualty (or equal to the Base Rent for the immediately prior
Lease Year if the Casualty occurs during the first three (3) years after the Opening of the Project).
14.2 Repairs. Promptly after the occurrence of a Casualty, Tenant shall use reasonable
efforts to secure the area of damage or destruction to safeguard against injury to Persons or
property and, within a reasonable period of time thereafter, subject to and in compliance with
Governmental Requirements, Tenant shall repair and restore the Improvements and Tenant's
Property that are damaged or destroyed as a result of a Casualty in accordance with the Operating
Standard, and as nearly as practical to a condition substantially equivalent to that existing prior to
the Casualty and in accordance with this Lease. In accordance with the provisions of Section
10.4 above, Tenant shall begin the restoration and repairs (the "Repairs") as soon as reasonably
practicable after the Casualty and shall thereafter prosecute the Repairs diligently and in good
faith to completion, subject to delays resulting from Force Majeure. Tenant shall reopen the
Project as soon as reasonably and commercially practicable after the completion of the Repairs.
{DLG00018507.100018507.2 }-
45 1172269v4
14.3 Insurance Proceeds. All insurance proceeds from a Casualty affecting the
Improvements and Tenant's Property shall be made available to pay for the cost of the Repairs.
All such insurance proceeds, less the cost of collection, shall be paid over to an independent third
party (the "Insurance Trustee"). If there is a Leasehold Mortgagee, the Leasehold Mortgagee
with first lien priority shall be the Insurance Trustee or, such Leasehold Mortgagee shall have the
right to select the Insurance Trustee. If there is no Leasehold Mortgagee, then the Insurance
Trustee shall be selected by Tenant, subject to Landlord's reasonable approval. The Insurance
Trustee shall hold the insurance proceeds in trust to be disbursed as required to pay for the cost
of the Repairs. Tenant shall submit invoices or proof of payment to the Insurance Trustee for
payment or reimbursement according to an agreed schedule of values approved by Landlord prior
to commencement of the Repairs. The Insurance Trustee shall deposit the insurance proceeds in
an interest bearing account and any after tax interest earned thereon shall be added to the
insurance proceeds. If the insurance proceeds are insufficient to pay for the Repairs, Tenant shall
deposit with the Insurance Trustee the deductible amounts and any additional funds as are
required to complete the Repairs, to be disbursed in accordance with this paragraph.
Notwithstanding the foregoing, if the insurance proceeds are less than Two
Hundred Thousand and no/100 ($200,000) Dollars (as adjusted every five (5) years after the
Effective Date in accordance with the percentage change in the CPI since the Effective Date),
such proceeds shall not be paid to the Insurance Trustee but instead the proceeds shall be paid by
the insurer directly to Tenant, and Tenant shall use the proceeds to promptly and diligently
complete all Repairs.
14.4 Casualty at End of Term. Notwithstanding anything to the contrary in this
Lease, if during the last ten (10) years of the Term, the Improvements are damaged or destroyed
by a Casualty so that the cost of repairing or replacing the Improvements exceeds fifty percent
(50%) of the then replacement cost of the Improvements, Tenant shall have the option either: (1)
to repair, restore or replace the Improvements and Tenant's Property in accordance with the other
terms of this Article; or (2) to terminate this Lease. If Tenant elects to terminate this Lease as
permitted in this Section, it shall do so by written notice to Landlord no later than sixty (60) days
after the date on which Tenant is notified of the amount of insurance proceeds resulting from the
Casualty, which notice will specify the effective date of the termination (no earlier than sixty (60)
days from the date of said notice), in which case:
(a)
termination;
Tenant shall continue to pay all Rent through the effective date of the
(b)
Tenant shall assign to Landlord all casualty insurance proceeds on the
Improvements (but not Tenant's Property) that may be payable on account of the Casualty
and pay to Landlord the amount of any deductibles and the cost of any Repairs not
covered by Tenant's Casualty Insurance; and
(c)
Effective as of the termination date, Tenant and Landlord shall have no
further obligations or liabilities under this Lease except those obligations or liabilities
which expressly survive termination under this Lease.
{DLG00018507.100018507.2 }-
46 1172269v4
ARTICLE XV
EMINENT DOMAIN
15.1 Taking. A "Taking" is a condemnation, eminent domain, or similar proceeding
for a public taking or agreement in lieu thereof. A "Total Taking" is a Taking of the entire or
substantially all of the Leased Premises and Improvements. A "Partial Taking" is a Taking of a
portion only of the Leased Premises or Improvements.
15.2 Total Taking. If during the Term there shall be a Total Taking of the Leased
Premises and Improvements, then this Lease and the Parking Agreement shall terminate as of the
date that actual physical possession thereof is taken.
15.3 Partial Taking. If during the Term there is a Partial Taking of the Leased
Premises or Improvements, then Tenant shall have the option either (a) to terminate this Lease
and the Parking Agreement if the remaining portion of the Leased Premises cannot, in a
commercially reasonable basis, be adapted and used to operate the Project in substantially the
same manner as operated immediately before the Taking, or (b) to continue this Lease in effect.
Tenant shall notify Landlord within sixty (60) days after the effective date of a Partial Taking
whether Tenant elects to terminate the Lease and the Parking Agreement or continue the Lease
and the Parking Agreement in effect. If Tenant fails to make the election on or before the
expiration of the sixty (60) day deadline, then Tenant shall be deemed to have elected to continue
this Lease in effect. If Tenant elects to terminate the Lease as a result of a Partial Taking, then
this Lease and Parking Agreement shall terminate effective as of the date of the Partial Taking.
If, instead, Tenant elects to continue this Lease in effect after a Partial Taking, then (i) the Lease
shall continue in full force and effect with respect to the remaining portion of the Leased
Premises; (ii) the Rent and the required number of hotel keys and/or residential units shall be
equitably adjusted taking into account the effect of the Partial Taking on Tenant's business and
operations; and (c) Tenant shall promptly perform all work required in order to repair any
physical damage to the Improvements caused by the Partial Taking, and to restore the
Improvements, to the extent reasonably practicable, as nearly as possible to the value, condition
and character immediately prior to the Taking and in accordance with the Operating Standard, as
modified to account for the Partial Taking. Any award payable to Tenant as a result of a Partial
Taking shall be paid to the Insurance Trustee and disbursed pursuant to the provisions of Section
14.3 above.
15.4 Allocation of Award. All compensation and damages awarded for a Taking if
the Taking is by the City or any of its agencies shall belong to and be the sole property of Tenant.
If the Taking occurs by any other authority, then the City, Landlord and Tenant shall be entitled
to assert a claim for just compensation for loss of or damage to its respective interest in the
Leased Premises and the Improvements along with any other element of compensation to which
such party is entitled under applicable law.
15.5 Effect of Termination. If this Lease is terminated, in whole or in part, pursuant
to any of the provisions of this Section, all Rent payable by Tenant to Landlord hereunder and
attributable to the Leased Premises taken shall be paid up to the date of the Taking, and the
parties shall thereupon be released from all further liability in relation thereto.
{DLG00018507.100018507.2 }-
47 1172269v4
15.6 Voluntary Conveyance. A voluntary conveyance under threat of a Taking in lieu

of formal proceedings shall be deemed a Taking within the meaning of this Section.
15.7 Temporary Taking. In the event of a Taking of the Leased Premises, the
Improvements or any portion thereof for temporary use (a "Temporary Taking"), this Lease
shall remain in full force and effect. The Temporary Taking shall not relieve Tenant from its
obligations under this Lease to continue to pay Rent and perform the other obligations that can be
performed during the Temporary Taking. All awards, damages, compensation and proceeds
payable by the condemnor by reason of a Temporary Taking for periods prior to the expiration of
the Term shall be payable to Tenant. All awards, damages, compensation and proceeds payable
by the condemnor by reason of a Temporary Taking for periods after the expiration of the Term
shall be payable to the Landlord.
ARTICLE XVI
ENVIRONMENTAL
16.1 Environmental Obligations. Tenant shall not cause, permit or allow any
Hazardous Substances to be generated, used, released, stored, disposed, brought in, on, about or
beneath the Leased Premises by Tenant or any other Person (other than Persons under the control
or direction of Landlord or the City) other than Permitted Hazardous Substances, and then only in
compliance with all applicable Environmental Laws and other Governmental Requirements.
Tenant shall not cause, permit, or allow the violation of any Environmental Laws upon, about or
beneath the Leased Premises or any portion thereof by Tenant or any other Person (other than
Persons under the control or direction of Landlord or the City). Tenant shall not cause or permit
its agents, employees, contractors, tenants, invitees or other Persons (other than those under the
control and direction of Landlord or the City) to violate any Environmental Law upon, about or
beneath the Leased Premises or the Improvements or any portion thereof. Tenant shall obtain, or
cause to be obtained, at no expense to Landlord or the City, any and all permits necessary or
required under the Environmental Laws in connection with or arising out of the Renovation and
any Remedial Work.
16.2 Remedial Work. Tenant acknowledges receipt of that certain Phase I
Environmental Assessment Report dated December 31, 2014 by Leaaf Environmental, LLC and
that certain Asbestos and Lead Paint Survey dated December 31, 2014 by Leaaf Environmental,
LLC (collectively, the "Environmental Reports"). Notwithstanding Tenant's receipt of the
Environmental Reports, Tenant acknowledges and agrees that it has relied solely on its own
investigations and inspections of the Leased Premises in its determination of whether to proceed
with this Lease and the Project, and Tenant accepts the Leased Premises in its "as is" and "where
is" condition as more fully set forth in Section 2.3 above. Tenant hereby waives any and all
claims against Landlord and the City and releases Landlord and the City from any and all liability
or contribution in connection therewith.
Tenant shall be responsible for performing or causing to be performed, and for
paying the cost of performing, any and all corrective or remedial actions required by applicable
Governmental Requirements to be performed with respect to any Environmental Event or any
Hazardous Substances now existing or at any time present during the Term in, on or under the
Leased Premises ("Remedial Work"). Tenant shall promptly inform Landlord of any
{DLG00018507.100018507.2 }-
48 1172269v4
Environmental Event and shall promptly furnish to Landlord any and all reports and other
information available to Tenant concerning the matter. Tenant shall thereafter promptly consult
with Landlord as to the steps to be taken to investigate and, if necessary, remedy such matter.
Tenant shall select an independent environmental consultant (which selection shall be subject to
Landlord's reasonable approval) to evaluate the condition of the Leased Premises and materials
thereon and therein, at Tenant's cost and expense. If it is determined pursuant to such evaluation
that remediation is required by applicable Governmental Requirements, then Tenant shall
perform Remedial Work at its own cost and expense.
Once Tenant undertakes any Remedial Work in connection with the Renovation
or otherwise it shall be responsible to cause the Remedial Work to be completed in full. Upon
Tenant's completion of the Remedial Work, Tenant shall provide to Landlord a report,
satisfactory to Landlord, from an environmental inspection company indicating that all Remedial
Work has been completed and that there are no Hazardous Substances that require further
remediation of the Leased Premises.
16.3 Notice. If Tenant becomes aware of or receives notice or other communication
concerning any actual, alleged, suspected or threatened Environmental Event or violation of an
Environmental Law in connection with the Leased Premises or the Project or any past or present
activities of any Person thereon, then Tenant shall deliver to Landlord and the City within ten
(10) days after receipt of such notice or communication by Tenant, a copy of any such notice or
communication. Receipt of such notice shall not be deemed to create any obligation on the part
of Landlord or Tenant to defend or otherwise respond to any such notification.
16.4 Release. WITHOUT LIMITING TENANT'S INDEMNITY OBLIGATIONS
UNDER THIS LEASE, TENANT HEREBY RELEASES LANDLORD AND THE CITY
FROM AND AGAINST ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OF
ACTION, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND/OR EXPENSES THAT
TENANT MAY HAVE WITH RESPECT TO THE LEASED PREMISES AND RESULTING
FROM, ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL EVENT,
INCLUDING ANY SUCH CLAIM UNDER ANY ENVIRONMENTAL LAWS, WHETHER
UNDER ANY THEORY OF STRICT LIABILITY OR OTHERWISE.
ARTICLE XVII
SUBLEASE, ASSIGNMENT AND TRANSFERS
17.1 General Provisions. Tenant acknowledges and agrees that Tenant was selected
as the tenant of the Project because of its qualifications and identity, and therefore, agrees that,
except as expressly permitted in this Lease, Tenant shall not, without the prior consent of
Landlord in each instance, which consent will not be unreasonably withheld, conditioned or
delayed, (i) sell, assign or otherwise transfer this Lease or Tenant's interest in the Leased
Premises, in whole or in part, or any rights or interest which Tenant may have under this Lease,
(ii) sublet or grant any license or concession or similar right with respect to the Project or any
part thereof, or (iii) otherwise permit the use of the Project or any part thereof by any Person,
except for use, in the ordinary course of Tenants operation of the Project, in accordance with the
Permitted Uses. For purposes of this Article XVII, a sale, assignment or transfer by a Person
shall include the transfer of a Controlling interest in such Person. Any assignment, transfer,
{DLG00018507.100018507.2 }-
49 1172269v4
sublease or other action in violation of this Article XVII shall be null and void and shall
constitute an Event of Default.
17.2 Sublease. Notwithstanding the provisions of Section 17.1, Tenant shall use
commercially reasonable efforts to enter into Subleases with respect to all of the Commercial
Space from and after the Opening of the Project. Landlord shall have the right to review any
proposed Sublease provided that Landlord shall not have the right to approve any Sublease so
long as all of the following criteria are met:
(a)
The proposed Sublease is with a Third Party (and not with an Affiliate of
Tenant, Manager, or Franchisor).
(b)
The proposed Third Party or any of its Affiliates (a) has not defaulted on
any prior material contractual obligations with Landlord or the City, or been found by an
appropriate governmental authority or court to have violated any of the laws, ordinances
or regulations of the City, and (b) together with any of its Controlling Persons have not
been convicted of a felony criminal offense or are the subject of an Insolvency Event.
(c)
The provisions of the proposed Sublease provide for a fair market rent and
standard commercial terms then prevailing in the area where the Leased Premises is
located.
(d)
The use is consistent with the Permitted Uses and the Operating Standard.
(e)
Each Sublease shall provide that (i) it is subject to the terms of this Lease
and subordinate to this Lease and to the rights of Landlord hereunder; (ii) the Third Party
shall look solely to Tenant for the performance of the obligations of the landlord under
such sublease, and shall agree that if Landlord should send the Third Party notice stating
that an Event of Default has occurred under this Lease and that Landlord wishes the Third
Party to remain in the subleased space and to pay its rent directly to Landlord, then from
and after such notice, the Third Party will pay directly to Landlord all of the rent and
other amounts due under its sublease; and (iii) each Third Party or other party
acknowledges that neither Landlord nor the City is liable for the condition of the Leased
Premises or the Improvements.
(f)
The term of the Sublease expires prior to the expiration of the Term.
Notwithstanding the foregoing, Tenant shall not sublease the operation of the
Project, provided that Tenant may delegate the authority to manage the Project pursuant to the
terms of Section 8.3 pertaining to the Manager.
Tenant shall provide Landlord with a copy of executed Subleases within ten (10)
days after the date of execution of each Sublease. Transient use of hotel rooms, meeting rooms
and other facilities or the rental of apartment units in the ordinary course of business of the
Project shall not be considered Subleases for purposes of this Lease and shall not require either
notice to or the consent of Landlord. Any Sublease that is not in strict accordance with this
Lease will be void and shall constitute an Event of Default.
{DLG00018507.100018507.2 }-
50 1172269v4
Tenant shall use commercially reasonable efforts to enforce all of the terms of
each Sublease in the event of a default under any Sublease by the tenant thereof. No Third Party
shall have any greater rights as a subtenant under a Sublease than Tenant has under this Lease.
Furthermore, Subleases shall not alter or in any way modify Tenant's obligations under this
Lease, including without limitation its obligation to operate the Project in a first class manner
consistent with the Operating Standard as provided above in Section 8.1, the Permitted Uses, and
its obligation to use reasonable commercial efforts to maximize the Gross Revenues from the
operation of the Project in a manner consistent with the Operating Standard as provided above in
Section 8.2.
In addition, each Sublease under which any rent is to be payable on the basis of
gross revenues, sales, or receipts, shall require the Third Party to maintain complete and accurate
books and records on a cash basis, but otherwise in accordance with GAAP, for each year during
the term and at least three (3) years thereafter with respect to its revenues, sales, and receipts, and
will permit Tenant and Landlord to inspect or audit these books and records from time to time
upon reasonable notice, during reasonable business hours, and not more than once per year. As
part of each Gross Revenue Report, Tenant will provide Landlord with a copy of any reports that
it has received from all Third Parties with respect to their revenues, receipts, and sales.
If the Leased Premises (or any portion) is sublet and Tenant defaults under its
obligations to Landlord beyond applicable notice and cure periods, then Landlord is authorized,
at its option, to collect all sublease rents directly from the Third Party and any apartment
sublessee until such default is cured. Tenant hereby assigns the right to collect the sublease rents
to Landlord in the event of an Event of Default until such Event of Default has been cured. The
collection of sublease rents by Landlord shall not relieve Tenant of its obligations under this
Lease, nor shall it create a contractual relationship between such Third Party or any other Person
and Landlord or give any Third Party or other Person any greater right to the Leased Premises
than contained in its Sublease.
17.3 Assignment. Notwithstanding the provisions of Section 17.1 above, Tenant may
assign its interest in this Lease and the Leased Premises with notice to but without Landlord's
consent, as expressly set forth herein, provided (a) the assignee is a Qualified Transferee, (b)
Tenant assigns the entire interest of Tenant in and to this Lease and the Parking Agreement,
together with all prepaid rents hereunder, and (c) the assignee accepts the assignment, agrees to
pay all the Rent thereafter arising hereunder directly to Landlord, and assumes and agrees to
perform all of Tenant's obligations and liabilities thereafter arising under this Lease, directly for
the benefit of Landlord and those claiming by, through or under Landlord. Collateral
assignments as security and assignments by lenders are governed by the terms of Article XVIII
and not by the restrictions in this Section. Any assignment that is not in strict accordance with
this Lease will be void and shall constitute an Event of Default.
Notwithstanding the foregoing, Tenant shall not have the right to assign this Lease
if there is an uncured Event of Default at the time of the assignment.
In the event that Tenant wishes to assign this Lease, Tenant shall provide
Landlord with sufficient information about the proposed assignee to demonstrate that the
proposed assignee is a Qualified Transferee. In addition, such notice will include:
{DLG00018507.100018507.2 }-
51 1172269v4
(1)
The name and address of the proposed assignee (together with
reasonable information concerning its legal structure, organization and
qualification) and of all Persons with at least 5% direct or indirect
beneficial ownership interests in the proposed assignee (except that this
information will not be required for entities whose equity interests are
listed on a national securities exchange);
(2)
Detailed financial information regarding the proposed assignee,
including a copy of its most recent audited (if any) balance sheet and
income statement, and those (if any) for its prior two fiscal years, credit
references and a report from a recognized credit reporting service;
(3)
The identity, background and experience of all officers, general
partners and managers (if a limited liability company) that will have
operational control over the proposed assignee;
(4)
Information concerning the nature and locations of businesses
conducted by the proposed assignee or its Affiliates and any relevant
operating information about those businesses;
(5)
The following information: (a) any criminal record of the
proposed assignee or any Person owning a Controlling direct or indirect
interest in the proposed assignee; (b) the nature and extent of any recent
and pending litigation to which the proposed assignee or any Person
owning a Controlling direct or indirect interest in the proposed assignee is
a party that would have a material adverse effect on the proposed
assignee's ability to perform its covenants, obligations and agreements
under this Lease; (c) a list of all bankruptcies filed or by which the
proposed assignee or any Controlling Person of the proposed assignee was
the subject of an Insolvency Event; and (d) reasonable information with
respect to the business reputation, character and background of the
proposed assignee and all Persons holding a Controlling direct or indirect
interest in the proposed assignee; and
(6)
Such other information as Landlord may reasonably request, which
request must be made within thirty (30) days following the receipt of the
applicable information pursuant to (1) through (5) above, to assist
Landlord in evaluating the qualifications of the proposed transferee.
17.4 Release. No sublease shall release Tenant from any obligations or liabilities
under this Lease. No assignment shall release Tenant from any obligations or liabilities under
this Lease pertaining to the period prior to such assignment. Tenant shall be released from all
obligations and liabilities arising from and after an assignment of this Lease provided that the
requirements of Section 17.3 are complied with fully.
The acceptance of Rent by Landlord from any other Person shall not be deemed to
be a waiver by Landlord of any provision of this Lease. Consent to one assignment or sublease
shall not be deemed consent to any subsequent assignment or sublease. If an assignee or Third
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52 1172269v4
Party defaults in the performance of an obligation to be performed by Tenant under this Lease,
Landlord may proceed directly against Tenant without the necessity of exhausting remedies
against the assignee or Third Party.
17.5 Transfer of Ownership Interests by Tenant. On or before the Effective Date,
Tenant disclosed to Landlord the names and ownership interests of all Persons with at least five
percent (5%) direct or indirect Ownership Interest in Tenant. Tenant represents that the
Ownership Interest information previously provided is true and correct as of the Effective Date.
Landlord has relied on the continuing participation of such Persons. Accordingly, any transfer of
all or a portion of an Ownership Interest in Tenant shall require the prior written consent of
Landlord, which consent will not be unreasonably withheld, conditioned or delayed. However,
the following transfers of Ownership Interests are expressly permitted with notice to but without
Landlord's consent: (a) transfers to an Affiliate of Tenant; (b) transfers to a Qualified Transferee;
or (c) transfers to a Family Member or Entity; provided that in all cases the transferee shall
satisfy the criteria of a Qualified Transferee other than the requirements of clauses (e) and (f) of
the definition of Qualified Transferee contained herein. The phrase "Family Member or
Entity" means the transferor's spouse, natural or adoptive lineal ancestors or descendants, trusts
for their exclusive benefit or any entity in which the transferor and/or any one or more of the
foregoing collectively own more than a majority of the direct or indirect beneficial ownership
interests. In all cases, whether or not Landlord's consent to a transfer is required, Tenant shall
provide Landlord with no less than thirty (30) days' prior written notice of the proposed transfer,
including all relevant information about the proposed transferee to demonstrate that the proposed
transferee is a Qualified Transferee, and Landlord shall have the right to object to such transfer as
set forth in Section 17.6 below.
17.6 Subleases and Assignments. Tenant shall submit to Landlord a copy of any
proposed Sublease or assignment, together with all information required in this Article XVII, and
all relevant information concerning the proposed use and proposed Third Party, prior to entering
into any proposed Sublease or assignment. Tenant shall promptly provide any additional
information concerning the proposed Third Party, Sublease, assignment, use or plans as Landlord
may reasonably request. Landlord may object to the proposed Sublease or assignment by sending
written notice to Tenant within thirty (30) days following receipt of the proposed Sublease or
assignment and all other information required hereunder which written notice shall identify the
criteria set forth herein that are not satisfied by the proposed Sublease or assignment or proposed
Third Party ("Landlord Objection Notice"). Tenant shall not enter into the proposed Sublease
or assignment until such time as Tenant delivers written notice to Landlord that all objections set
forth in the Landlord Objection Notice have been satisfied, with evidence of such satisfaction.
This process shall be continued until Landlord either fails to timely send a Landlord Objection
Notice or Landlord gives written notice to Tenant that the proposed Sublease or assignment
satisfies all of the criteria set forth herein. If Landlord fails to deliver any Landlord Objection
Notice within the time set forth above, Landlord shall be deemed to have waived its right to
object to such Sublease or assignment. No term or condition of any Sublease or assignment may
abrogate or alter any obligations owed by Tenant to Landlord under this Lease.
17.7 Costs. In connection with any request for Landlord's approval under this Article
XVII, and as a condition to Landlord's obligation to deliver its approval, Tenant shall pay to
Landlord all reasonable third-party costs and expenses (including without limitation, attorneys'
{DLG00018507.100018507.2 }-
53 1172269v4
and consultants' fees) incurred by Landlord in reviewing Tenant's request, whether or not
Landlord grants such approval.
17.8 Sale of Leased Premises. Either Landlord or the City may sell or otherwise
transfer its interest in the Leased Premises without affecting the obligations of Tenant hereunder;
upon the sale of the Leased Premises, Landlord shall be relieved of all responsibility for the
Leased Premises and shall be released from any liability thereafter accruing under this Lease,
provided that the grantee or entity succeeding to Landlords interest with respect thereto shall
assume all obligations of Landlord under this Lease arising from and after the date of the transfer.
ARTICLE XVIII
FINANCING
18.1 Leasehold Mortgages Permitted. From time to time throughout the Term of this
Lease, Tenant shall have the right, for the purpose of financing or refinancing the Renovation or
any Alterations permitted under this Lease (and for no other purpose), to grant one or more
Leasehold Mortgages to a Leasehold Mortgagee in connection therewith, provided that (i) any
such Leasehold Mortgage encumbers the entirety of Tenant's interest in the Leased Premises and
(ii) by instrument reasonably satisfactory to Landlord and Leasehold Mortgagee, Landlord and
Leasehold Mortgagee will covenant to abide by the terms and conditions of this Section 18.1.
Leasehold Mortgagee will agree further (a) to provide to Landlord a copy of any notice of default
on the part of Tenant in accordance with the provisions of Section 22.5 hereof, concurrently with
the delivery of such notice to Tenant; and (b) to provide to Landlord a thirty (30) day period of
time following the cure period granted to Tenant under the Leasehold Mortgage and related loan
documents to cure any defaults by Tenant under the Leasehold Mortgage and related loan
documents, including, at Landlord's option, the right to purchase or have its designee purchase,
or discharge in full the indebtedness secured by such Leasehold Mortgage.
In no event shall Landlord's or the City's interest in the Leased Premises be used
as security or collateral for any obligation of Tenant. Tenant shall provide Landlord no later than
ten (10) days after the date of execution of a Leasehold Mortgage with (x) a fully executed and
recorded copy of each Leasehold Mortgage, (y) the name and notice address of each Leasehold
Mortgagee and (z) evidence reasonably satisfactory to Landlord that such Leasehold Mortgagee
meets the requirements of a Qualified Lender. Effective upon receipt of the foregoing items, the
following provisions shall apply notwithstanding any contrary provision of this Lease until the
Leasehold Mortgage has been discharged or released:
A.
Landlord shall provide each Leasehold Mortgagee with a copy of any

notice of default under the Lease contemporaneous with the providing of
such notice to Tenant, which notice shall be sent in the manner required
pursuant to Section 22.5 hereof, addressed to the Leasehold Mortgagee at
the notice address provided to Landlord.
B.
Upon receipt of notice of a default, each Leasehold Mortgagee shall have a

period equal to the cure period afforded to Tenant that shall run
concurrently with the cure period afforded to Tenant, plus an additional
thirty (30) day period to cure a monetary default, and an additional sixty
(60) day period to cure a non-monetary default on the part of Tenant;
{DLG00018507.100018507.2 }-
54 1172269v4
provided that if a non-monetary default is of such a nature that it can be

cured by Leasehold Mortgagee, but the cure cannot be completed within
such additional sixty (60) days, then the period afforded to such Leasehold
Mortgagee to cure such non-monetary default shall be extended
automatically for the time necessary to complete the cure so long as (i)
such Leasehold Mortgagee commences to cure such non-monetary default
within such sixty (60) day period and thereafter diligently prosecutes said
cure to completion and (ii) cures all monetary defaults within the thirty
(30) day cure period provided above and cures all other non-monetary
defaults within the periods provided above; and provided further that the
cure periods set forth above with respect to non-monetary defaults (but not
monetary defaults) that require possession of the Leased Premises to effect
shall be extended automatically during the pendency of any proceeding
instituted by the Leasehold Mortgagee to obtain possession of the Leased
Premises, whether by foreclosure or other judicial enforcement of the
Leasehold Mortgage, said extension for non-monetary defaults to continue
as long as Leasehold Mortgagee prosecutes the proceeding diligently and
in good faith to acquire possession of the Leased Premises.
C.
In the event that a default under the Leasehold Mortgage or any related
loan document occurs and Leasehold Mortgagee or its designee, before or
after the institution of foreclosure or other judicial enforcement
proceedings, receives any rent, revenue or other monies otherwise due to
Tenant in connection with the operation of the Project, under any Sublease
or otherwise, Leasehold Mortgagee shall pay such amounts to Landlord for
application to Rent and deposits to the Capital Reserve Fund then owing
by Tenant to Landlord; provided that Leasehold Mortgagee may retain and
apply to the loan and all other amounts, obligations and liabilities owing
by Tenant to Leasehold Mortgagee under the loan documents, in any order
Leasehold Mortgagee, in its sole discretion, shall elect, any such amounts
received by it in any calendar month in excess of the Rent payable during
such calendar month.
D.
If the Leasehold Mortgagee becomes a mortgagee in possession or owner

of all or part of the right, title and interest of Tenant under this Lease by
foreclosure or assignment, Landlord shall recognize the Leasehold
Mortgagee (or its designee, successor, assignee, nominee, or the purchaser
at such foreclosure sale) as Tenant under the Lease.
E.
Notwithstanding any provision of this Lease under which Landlord may

declare a default and terminate or cancel this Lease or Tenant's rights or
interests thereunder, no notice of default given by Landlord to Tenant or
other action by Landlord to declare a default shall be effective to terminate
this Lease, if and so long as the Rent is paid in accordance with the terms
of this Lease and the Leasehold Mortgagee or its nominee shall promptly
commence the enforcement of and diligently pursue all rights and
remedies legally available to it, to correct or cure all defaults that are
{DLG00018507.100018507.2 }-
55 1172269v4
susceptible of being cured by the Leasehold Mortgagee and diligently

prosecutes all work required to cure all defaults to completion and, with
respect to defaults that are not susceptible of being cured by the Leasehold
Mortgagee, if the Leasehold Mortgagee promptly commences the
enforcement of and diligently pursues all rights and remedies legally
available to it to acquire the leasehold estate under the Leasehold
Mortgage. Landlord shall have the right to terminate or cancel this Lease
if Leasehold Mortgagee fails to cure any such default within the cure
periods provided to it herein.
F.
If the Lease terminates by reason of the occurrence of an Event of Default,

or by reason of a disaffirmance of the Lease by a receiver, liquidator or
trustee for the property subject to one or more Leasehold Mortgages, or
other applicable laws affecting creditors' rights, Landlord shall give notice
thereof to each Leasehold Mortgagee. Landlord shall, on written request of
a Leasehold Mortgagee made within thirty (30) days after receipt of the
notice of termination (if more than one Leasehold Mortgagee makes such
request, the rights under this paragraph shall be afforded to the requesting
Leasehold Mortgagee who holds the highest priority with respect to the
respective secured obligations of all requesting Leasehold Mortgagees;
provided that Landlord shall have no obligation to determine the
respective priorities of such requesting Leasehold Mortgagees), enter into
a new lease (the "New Lease") with the Leasehold Mortgagee for the
remainder of the term of this Lease at the same Rent and on the same
terms and conditions as contained in this Lease, and dated as of the date of
termination of this Lease, provided that, (i) this Leasehold Mortgagee
executes the New Lease and delivers it to Landlord within thirty (30) days
after receipt of such request, and (ii) contemporaneously with the
execution and delivery of the New Lease, the Leasehold Mortgagee cures
any defaults existing under this Lease (including payment of all accrued
and unpaid Rent) except those defaults which are not reasonably
susceptible of being performed by Leasehold Mortgagee. The Leasehold
Mortgagee shall be given credit for rents and income actually collected in
the meantime by Landlord from any subtenant or assignee of the Leased
Premises. The leasehold interest of the Leasehold Mortgagee, as tenant
under the New Lease, shall have priority equal to the leasehold interest of
Tenant under this Lease, so that there shall be no charge, lien or burden
created by Landlord upon the Leased Premises subject to the Leasehold
Mortgage prior to or superior to the leasehold interest granted by the New
Lease that was not prior to or superior to the leasehold interest of Tenant
under this Lease as of the date immediately preceding the date this Lease
went into default. Any New Lease may, at the option of the Leasehold
Mortgagee, be assigned to a nominee of the Leasehold Mortgagee without
the Leasehold Mortgagee's assuming the burdens and obligations of
Tenant thereunder, beyond the period of its actual occupancy, provided
that (i) such assignee is a Qualified Transferee, or (ii) Landlord has
approved the assignment, which approval shall not be unreasonably
{DLG00018507.100018507.2 }-
56 1172269v4
withheld, conditioned or delayed. Any New Lease shall at the option of the
Leasehold Mortgagee be subject to any sublease or assignment made by
Tenant with any Third Party up to the termination of this Lease, and each
such sublease or assignment, at the option of the Leasehold Mortgagee,
shall remain in full force and effect, with the new tenant becoming the
landlord thereunder.
G.
Landlord and Tenant shall not (whether unilaterally or mutually)

voluntarily terminate (whether pursuant to the terms of this Lease or
otherwise) or accept a surrender of this Lease without the prior consent of
each Leasehold Mortgagee whose name and notice address was provided
to Landlord by Tenant as set forth herein. Further, any amendments or
modifications to this Lease made without Leasehold Mortgagee's consent
shall not be binding, and shall have no force or effect, against such
Leasehold Mortgagee.
H.
In the event of a Total Taking of all or any portion of the Leased Premises
and/or the Improvements, the Leasehold Mortgagee shall be entitled to be
paid out of that portion of the award that Tenant would otherwise be
entitled to receive.
I.
In the event of a Casualty, Leasehold Mortgagee agrees that the proceeds

of any fire or other casualty insurance obtained during the Term hereof
shall be used to replace or repair the Leased Premises, subject to the
provisions of Section 14.4. If the Lease is terminated as a result of a
Casualty occurring in the last ten (10) years of the Term as permitted
under Section 14.4, all insurance proceeds shall be paid as provided in
Section 14.4.
J.
Tenant hereby assigns to the first in priority Leasehold Mortgagee, for as

long as it remains the first in priority Leasehold Mortgagee, Tenant's right
to accede to a rejection of this Lease under Section 365(h) of the
Bankruptcy Code in connection with a bankruptcy proceeding in which
Landlord is the debtor. Landlord hereby consents to this assignment.
K.
If a Leasehold Mortgagee or its designee acquires Tenant's interest in this

Lease in a foreclosure sale or dation en paiement, the assignment in
connection with the foreclosure sale or dation en paiement (and the next
assignment by the acquiring Person) shall be subject to the transfer
restrictions imposed by this Lease. If a Leasehold Mortgagee or its
designee acquires this Lease at a foreclosure sale or in a dation en
paiement and then assigns this Lease to any other Person, the Leasehold
Mortgagee or its designee shall be released from any obligations and
liabilities under the Lease arising from and after the date of the assignment
if (a) the assignee is a Qualified Transferee, (b) the assignor assigns its
entire interest in and to this Lease, together with all prepaid rents
hereunder, and (c) the assignee accepts the assignment, agrees to pay all
{DLG00018507.100018507.2 }-
57 1172269v4
the Rent thereafter arising hereunder directly to Landlord, and assumes

and agrees to perform all of Tenant's obligations and liabilities thereafter
arising under this Lease directly for the benefit of Landlord and those
claiming by, through or under Landlord.
L.
Nothing in this Section 18.1 shall be construed to limit the right of

Landlord to declare a default under this Lease in the event that Landlord
does not receive the full amount of Rent when due under this Lease.
M.
Any Leasehold Mortgage executed in violation of the provisions of this

Section 18.1 shall be null and void and of no effect, and shall constitute an
Event of Default.
N.
Each Leasehold Mortgagee is a third party beneficiary of the terms of this

Section.
O.
The provisions of this Section 18.1 shall survive the termination of this
Lease.
18.2 Subordination of Landlord's Lien. Landlord and the City hereby subordinate
landlord's liens and privileges they may have now or at any time hereafter arise on or against any
of Tenant's Property on the Leased Premises in favor of Leasehold Mortgagees and lessors and
lenders of equipment leases or loans granted in connection with financing Tenant's Property.
This subordination shall be self-operative, however, Landlord and the City agree to execute from
time to time one or more documents reflecting this agreement, which documents shall be in form
and substance reasonably satisfactory to the City and Landlord. Notwithstanding any other
provision contained in this Lease, Landlord and the City do not subordinate any lien against any
property or rights to property, whether movable or immovable, if the lien results from a failure to
pay Impositions when due, or if the lien results from the exercise of any similar governmental
authority.
18.3 No Subordination by Landlord. Neither this Article nor any other provision of
this Lease requires, or shall be construed to require, Landlord to subordinate Landlord's interest
in the Rent, this Lease or the Leased Premises (other than Landlord's interest in the Tenant
Improvements during the Term) to a Leasehold Mortgage.
18.4 Fee Mortgages. Landlord shall have the right during the Term to execute a
mortgage encumbering the right, title, interest and estate of Landlord in and to the Leased
Premises, and Landlord's interest in this Lease (each, a "Landlord Mortgage"), and may at any
time or from time to time make assignments of the Rent payable hereunder or otherwise grant
security interests or liens upon such Rent; provided, however, (i) any and all Landlord Mortgages
shall be expressly subject and subordinate in any and all respects to this Lease, all of the
obligations of Landlord hereunder, and all of the rights, title and interest of Tenant and any
Leasehold Mortgagee created or arising under this Lease, and (ii) any foreclosure sale under any
Landlord Mortgage or dation en paiement shall be subject to the terms of Section 17.8 hereof.
Notwithstanding the foregoing, Landlord covenants and agrees that contemporaneously with
granting any Landlord Mortgage against or with respect to its interest in the Leased Premises,
{DLG00018507.100018507.2 }-
58 1172269v4
Landlord will cause any such lender to enter into a recordable non-disturbance agreement, in
form and substance reasonably acceptable to Tenant and such lender, containing non-disturbance
provisions protecting Tenant's rights under this Lease (a "Landlord Mortgage
Non-Disturbance Agreement"). Any such Landlord Mortgage Non-Disturbance Agreement
shall include an agreement by the lender that so long as no Event of Default exists under this
Lease, (x) the rights of Tenant and Leasehold Mortgagee under this Lease, and all terms and
conditions of this Lease, shall not be affected or disturbed by the lender in the exercise of any of
its rights under the Landlord Mortgage, (y) if any foreclosure sale or dation en paiement occurs
under the Landlord Mortgage, this Lease shall continue in effect and shall not be terminated and
the purchaser of the Leased Premises shall become bound to Tenant and Leasehold Mortgagee to
perform all of Landlord's obligations under this Lease and (z) any foreclosure sale or dation en
paiement under any such Landlord Mortgage shall be subject to the terms of Section 17.8 above.
ARTICLE XIX
DEFAULT BY TENANT
19.1 Defaults. The occurrence of any of the following shall constitute an "Event of
Default" by Tenant:
(a)
A failure by Tenant to pay an installment of Rent or make any deposit to
the Capital Reserve Fund, in each case after the due date therefor.
(b)
The failure by Tenant to Commence Construction, to Substantially
Complete the Project or to Open the Project, in each case on or before the dates set forth
in the Project Construction Schedule, in each case within the cure period set forth in
Section 7.5 hereof.
(c)
The failure by Tenant to maintain the insurance required in this Lease in
full force and effect.
(d)
The failure by Tenant to continuously operate the Project in accordance
with the Operating Standard and the other provisions of this Lease, except when
prevented by Force Majeure or when closed for Alterations as permitted herein, and
failure to cure the same within the time period provided in Section 8.1.
(e)
The assignment of this Lease or sublease of any portion of the Leased
Premises in violation of the provisions of Article XVII of this Lease, or the mortgage of
any portion of the Project or Tenant's interest in this Lease in violation of the provisions
of Article XVIII of this Lease.
(f)
The making by Tenant of a general assignment for the benefit of creditors;
the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or the
petition for reorganization or arrangement under any law relating to bankruptcy unless, in
the case of a petition filed against Tenant, the same is dismissed within one hundred
twenty (120) days; the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located at the Leased Premises or of Tenant's interest in
this Lease, where such possession is not restored to Tenant within one hundred twenty
(120) days; or the attachment, execution or other judicial seizure of substantially all of
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Tenant's assets located at the Leased Premises or of Tenant's interest in this Lease where
such seizure is not discharged within one hundred twenty (120) days.
(g)
Tenant abandons the Leased Premises or fails to continuously operate the
Project as required by this Lease.
(h)
A failure by Tenant to observe and perform any other provision of this
Lease to be observed or performed by Tenant, where the failure continues for thirty (30)
days after written notice thereof by Landlord to Tenant; provided, however, that if the
nature of the default is such that it cannot reasonably be cured within the thirty (30) day
period, Tenant shall not be deemed to be in default if Tenant shall within such period
commence the cure and thereafter diligently prosecute the cure to completion; and
provided further after two (2) such notices in any twelve (12) month period of the same or
similar default, no further notice of default shall be required in such 12-month period.
(i)
If Guarantorthe guarantor under the Completion Guaranty defaults under
the Completion Guaranty and such default continues beyond any applicable notice and
cure period provided therein.
(j)
If (i) a material default by Tenant occurs and continues beyond any
applicable cure period under the Management Agreement and such default permits the
Manager to terminate or cancel the Management Agreement; (ii) the Management
Agreement is amended or terminated without Landlords consent other than pursuant to
the express terms thereof; or (iii) the Manager is no longer a Qualified Manager and
Tenant fails to replace the manager with a Qualified Manager within ninety (90) days
thereafter.
(k)
If (i) a material default by Tenant occurs and continues beyond any
applicable cure period under the Franchise Agreement and such default permits the
Franchisor to terminate or cancel the Franchise Agreement; (ii) the Franchise Agreement
is amended or terminated without Landlords consent other than pursuant to the express
terms thereof; or (iii) the Franchisor is no longer a Qualified Franchisor and Tenant fails
to replace the Franchisor with a Qualified Franchisor within ninety (90) days thereafter.
(l)
If an "Event of Default" under and as defined in the Parking Agreement
occurs.
19.2 Remedies. Upon the occurrence of an Event of Default, Landlord may pursue or
exercise any one or more of the following remedies:
(a)
Landlord may terminate this Lease by written notice to Tenant. The
termination shall be effective as of the date specified by Landlord in its notice of
termination, without further notice or putting in default. Tenant shall be liable for (i) the
Rent and other obligations incurred up to the date of termination plus Landlord's actual
damages as a result of the Event of Default plus (ii) the present value at the time of
termination (calculated by discounting on a monthly basis at a discount rate equal to the
rate payable on 30-year U.S. Treasury securities offered at the time of such calculation) of
the amount, if any, by which (A) the aggregate of the Base Rent and all other Rent
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payable by Tenant under this Lease that would have accrued for the balance of the Term
after termination, exceeds (B) the amount of such Base Rent and other Rent that could
reasonably be recovered (less reasonable costs of leasing), if any, by reletting the Leased
Premises for the remainder of the Term at the then-current fair rental value; plus (iii)
interest on the amount described in (ii) above from the termination date to the date of
payment at the Default Rate. If any Governmental Requirement shall validly limit the
damages provided for herein to less than the amount agreed to herein, Landlord shall be
entitled to the maximum amount available under such Governmental Requirement.
Tenant specifically waives all notices to vacate, including but not limited to the notice to
vacate specified in Louisiana Civil Code of Procedure Article 4701, or any successor
provision of law.
(b)
Landlord may demand specific performance or a mandatory injunction
requiring Tenant to perform its obligations under this Lease.
(c)
Landlord will have the right, but not the obligation, to enter the Leased
Premises personally or through its agents, consultants or contractors and take possession
of any of the Leased Premises, without additional demand or notice except as required by
Governmental Requirements, and repossess the same and expel Tenant and any party
claiming by, through or under Tenant, and remove the effects of both, without prejudice
to any remedies for arrears of Rent or right to bring any proceeding for breach of
covenants or conditions. No such reentry or taking possession of the Leased Premises by
Landlord, or notice thereof, shall be construed as an election by Landlord to terminate this
Lease unless a notice of such intention is given to Tenant. Landlord reserves the right,
following any reentry or reletting, to exercise its right to terminate this Lease by giving
Tenant such notice, in which event this Lease shall terminate as specified in such notice.
After recovering possession of the Leased Premises, Landlord may, at its option, relet the
Leased Premises on commercially reasonable terms and conditions. Landlord may make
such repairs, alterations or improvements as Landlord considers appropriate to
accomplish such reletting, and Tenant shall reimburse Landlord upon demand for all
reasonable costs, including reasonable attorneys' fees, that Landlord may incur in
connection with such reletting, together with interest at the Default Rate from the date
paid by Landlord. Landlord may collect and receive the rents for such reletting, but
Landlord shall in no way be responsible or liable for any inability to relet the Leased
Premises or to collect any rent due upon such reletting. In no event shall Tenant be
entitled to any excess rent collected by Landlord over the Rent payable by Tenant under
this Lease. Regardless of Landlord's recovery of possession of the Leased Premises, so
long as this Lease is not terminated, Tenant shall continue to pay, on the dates specified
in this Lease, the Base Rent and other Rent that would be payable if such repossession
had not occurred, less a credit for the net amounts, if any, actually received by Landlord
through any reletting of the Leased Premises.
(d)
Landlord may (but under no circumstance shall be obligated to) enter upon
the Leased Premises and do whatever Tenant is obligated to do under the terms of this
Lease, including taking all reasonable steps necessary to maintain and preserve the
Project and/ or to complete the Renovation; and Tenant agrees to reimburse Landlord on
demand for any reasonable expenses which Landlord may incur in effecting compliance
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with Tenants obligations under this Lease plus interest at the Default Rate. Tenant
further agrees that Landlord shall not be liable for any damages resulting to Tenant from
any action taken hereunder. No action taken by Landlord under this Section shall relieve
Tenant from any of its obligations under this Lease or from any consequences or
liabilities arising from the failure to perform such obligations.
In any case, Landlord may remove or cause to be removed, at Tenant's expense,
all property from the Leased Premises and store the same in Landlord's or Tenant's name, but at
the cost, expense, and risk of Tenant, without liability to Landlord for loss or injury to such
property, and without prejudice to Landlord's privilege securing all sums due under this Lease.
In lieu of or in addition to any of the foregoing remedies and damages, Landlord
may exercise any remedies and collect any damages available to it at law or in equity. All
remedies are cumulative and concurrent and no remedy is exclusive of any other remedy. No
remedy shall be exhausted by any exercise thereof.
ARTICLE XX
TERMINATION OF THE LEASE
20.1 Surrender of Leased Premises. At the expiration or earlier termination of this
Lease, Tenant shall surrender to Landlord the Leased Premises and the Improvements in good
order and repair, broom clean, free from trash, ordinary wear and tear, damage by Casualty and
Taking excepted, and in compliance with all Governmental Requirements, free and clear of all
Subleases and liens and encumbrances other than Permitted Encumbrances. The Tenant
Improvements shall become the property of Landlord at the termination of this Lease without
compensation to Tenant, without the necessity of any further action of any party hereunder;
provided, however, that Tenant shall execute and deliver to Landlord (in recordable form) all
documents necessary to evidence such conveyance. In addition, Tenant shall deliver to Landlord
true and complete maintenance records for the Improvements and all assignable warranties
pertaining to the Improvements. Tenant shall at its own cost remove, before the end of the Term,
all Tenant's Property and other moveable property located on the Leased Premises, including
signage, repair any damage to the Leased Premises caused by the removal, and shall leave all
wiring, conduit and pipes closed and secured. Tenant waives any notice now or hereafter
required by any Governmental Requirement with respect to vacating the Leased Premises at the
expiration or earlier termination of this Lease. Any property required to be removed by Tenant
and not so removed shall become the property of Landlord, and Landlord may thereafter cause
such property to be removed from the Leased Premises without incurring liability to Tenant or
any other Person and at the sole cost and expense of Tenant, without compensation to Tenant.
Tenant shall pay to Landlord on demand the cost of removing and disposing of such property and
repairing any damage to any of the Leased Premises caused by such removal (together with
interest at the Default Rate from the date of demand). Landlord may use funds in the Capital
Reserve Fund to remove such property and to repair any damage caused by such removal.
Landlord may use any of Tenant's property as its own. The provisions of this Section 20.1 shall
survive the termination of this Lease.
20.2 Holding Over. If Tenant remains in possession of the Leased Premises after
termination of the Lease, Tenant shall be deemed to be occupying the Leased Premises as a
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tenant from month-to-month at twice the Base Rent provided herein for the last Lease Year of the
Term, subject to all the other conditions, provisions and obligations of this Lease insofar as they
are applicable for a month-to-month tenancy. The collection of Rent shall not be a waiver of
Landlord's other rights and remedies under this Lease.
ARTICLE XXI
PROFIT PARTICIPATION
21.1 Profit Participation. As additional consideration for the granting of this Lease,
Tenant agrees to pay Landlord additional sums upon the occurrence of certain capital
transactions, all as more fully described in this Article.
21.2 Profit Participation Terms. As used in this Article, the term "Ownership
Group" means the Persons who are the direct or indirect beneficial owners of equity interests in
Tenant; and the term "Ownership Interest" means the equity interests of the Ownership Group
in Tenant.
21.3 Sale of the Project. If there is a sale, exchange or other transfer of all or a portion
of the Project, Tenant shall pay to Landlord a sum (the "Project Sale Amount") equal to
__%ten percent (10%) of the Net Project Sales Proceeds (as defined below). The term "Net
Project Sales Proceeds" shall mean the gross proceeds received by Tenant in connection with
the sale of the Project minus (a) all closing costs, including without limitation customary real
estate commissions, attorneys' fees, taxes and other closing prorations, (b) loan prepayment fees,
defeasance expenses, yield maintenance expenses and other similar fees, costs and expenses
incurred in connection with the transaction, (c) all sums for the repayment of all loans and other
indebtedness, whether or not secured by a mortgage on the Leased Premises, (d) management or
license agreement cancellation or buyout costs, and (e) all other costs, fees and expenses of the
closing, the sale or the sale transaction reasonably and necessarily incurred by Tenant.
21.4 Sale of Ownership Interests. If there is a sale, exchange or other transfer by a
member of the Ownership Group of all or any portion of an Ownership Interest, Tenant shall pay
to Landlord a sum (the "Ownership Interest Sale Amount") equal to __%ten percent (10%) of
the Net Ownership Interest Sales Proceeds (as defined below) received by the seller from the
sale. The term "Net Ownership Interest Sales Proceeds" shall mean the gross proceeds or
other cash value of all consideration received by the seller in connection with the sale of the
Ownership Interest or any portion thereof minus all closing costs, including without limitation
customary commissions, attorneys' fees and other closing prorations, and all other costs, fees and
expenses of the closing, the sale or the sale transaction reasonably and necessarily incurred by the
seller.
21.5 One Time Payment. The payments to Landlord under this Article shall be paid
only once, all as more fully described below:
(a)
Sale of the Project. If the entire Project is sold, exchanged or otherwise
transferred and payment is made to Landlord pursuant to Section 21.3, then no further
payments shall be made under this Article upon the payment of the Project Sale Amount
in connection therewith. If only a portion of the Project is sold, exchanged or otherwise
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63 1172269v4
transferred, then upon the payment of the Project Sale Amount in connection therewith
the portion sold shall no longer be part of the Project solely for purposes of this Article.
(b)
Sale of Ownership Interests. If all Ownership Interests are sold,
exchanged or otherwise transferred and payment is made to Landlord pursuant to Section
21.4, then no further payments shall be made under this Article upon the payment of the
Ownership Interest Sale Amount in connection therewith. If only a portion of the
Ownership Interests is sold, exchanged or otherwise transferred, then upon the payment
of the Ownership Interest Sale Amount in connection therewith the portion sold shall no
longer be part of the Ownership Interests for the purposes of this Article. The purchaser
of an Ownership Interest shall not become a member of the Ownership Group for
purposes of this Article, no further Ownership Interest Sale Amount shall be payable
upon the buyer's later sale of that Ownership Interest or any portion thereof, and the
Project Sale Amount shall thereafter be calculated without including this Ownership
Interest.
21.6 Excluded Transactions. The payments required by this Article shall not be made
in connection with the following excluded transactions:
(a)
Foreclosure Sale or Dation en Paiement of Project. No payments under
this Article shall be made in connection with a foreclosure sale of the Project or a dation
en paiement of the Project, provided the Leasehold Mortgagee provoking the foreclosure
sale or accepting the dation en paiement is not an Affiliate of Tenant, except to the extent
that any member of the Ownership Group receives any sums in connection with the
foreclosure or dation en paiement, in which case such sums will be treated as proceeds
from a sale of the Project for the purposes of this Article.
(b)
Sale of Ownership Interests to Certain Persons. No payments under this
Article shall be made upon the sale of all or portions of the Ownership Interests to (a) any
other then-current members of the Ownership Group, (b) an Affiliate of the seller, or (c) a
Family Member or Entity (as hereafter defined) of a member of the Ownership Group.
This Article shall continue unaffected by this sale as if this sale had not occurred, and the
buyer shall then be substituted for the seller as a member of the Ownership Group with
respect to the interest sold.
21.7 Notice; Payment. Tenant shall provide Landlord with written notice of any
proposed sale contemplated under this Article XXI at least thirty (30) days prior to the intended
closing date for such sale. Tenant shall pay the amounts required pursuant to the terms of this
Article upon the closing of the applicable transaction. Tenant shall also deliver to Landlord,
together with such payment, a calculation of the amount due. Landlord shall have the right to
review, inspect and audit the books and records of Tenant and the selling party reasonably
necessary to verify the calculation of the amount payable hereunder. Tenant agrees to cooperate
fully with Landlord to enable Landlord to verify the calculation of the amount due.
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64 1172269v4
ARTICLE XXII
MISCELLANEOUS PROVISIONS
22.1 Force Majeure. If either party is delayed, hindered or prevented from the
performance of any act required hereunder by strikes, acts of God, lockouts, labor disputes,
inability to procure materials, failure of power, restrictive Governmental Requirements, riots or
insurrection, or other causes beyond the reasonable control of such party and not the fault of such
party ("Force Majeure"), then the performance of the act shall be excused and the period for the
performance of the act shall be extended for the period equivalent to the period of the delay
provided that the affected party shall provide notice to the other party promptly after the
occurrence of the nature of such event, the effect on such party's ability to perform its obligations
under this Lease and the expected duration of such delay. The provisions of this Section shall not
operate to excuse Tenant from the prompt payment of Rent or any other payments required by the
terms of this Lease.
22.2 Partial Invalidity. If a term, covenant, condition, or provision of this Lease or
the application thereof to any Person or circumstance is, at any time or to any extent, invalid or
unenforceable, the remainder of this Lease, or the application of the term, covenant, condition or
provision to Persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected. Each term, covenant, condition, and provision of this Lease
shall be valid and enforced to the fullest extent permitted by law.
22.3 Intervention by City. The City of New Orleans intervenes in this Lease to agree
to the terms applicable to it. The City further agrees that if the City Lease terminates for any
reason before the expiration or termination of this Lease, then the termination of the City Lease
shall not result in a termination of this Lease and that this Lease shall continue for the duration of
the Term as a direct lease between the City and Tenant, with the same force and effect as if the
City had originally entered into this Lease as Landlord hereunder, provided Tenant shall observe
and perform all of its obligations under this Lease as herein provided, and Tenant shall attorn to
the City, and the City agrees to accept such attornment. The provisions of this Section shall be
self-operative and shall occur automatically upon the termination of the City Lease. The City
hereby agrees to execute, acknowledge and deliver any documents reasonably requested by
Tenant to further evidence or perfect the provisions of this Section.
22.4 Attorneys' Fees. The prevailing party in any action or proceeding arising out of
or in connection with this Lease shall be entitled to recover from the other party all costs,
reasonable attorneys' fees and other expenses incurred by it in connection therewith.
22.5 Notice. Any notice, consent, request or other communication required or
permitted to be given hereunder shall be in writing and shall be given to the parties at the
following address:
Landlord:
New Orleans Building Corporation

Attention: Executive Director
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65 1172269v4
With copies to:
City Attorney
City Hall
1300 Perdido Street
Stone Pigman Walther Wittmann L.L.C.
546 Carondelet Street
Attention: Scott T. Whittaker
Tenant:

Attention: Steven Peer and Secretary
With a copy to:
Davillier Law Group, LLC


Attention: Daniel E. Davillier, Esq.
A party may change its address by providing written notice of the new address to the other parties
to this Lease. Notices and other communications shall be (a) personally delivered; or (b)
delivered by Federal Express or other overnight delivery service; or (c) transmitted by U.S. mail,
post pre-paid, registered or certified mail, return receipt requested. All notices and other
communications shall be deemed to have been duly given on the first to occur of actual receipt of
such notice or refusal of delivery.
22.6 Applicable Law. This is a Louisiana contract and shall be governed, interpreted
and enforced in accordance with the laws of the State of Louisiana.
22.7 Public Purpose; Economic Benefit; Total Consideration. Landlord hereby
declares and acknowledges that the execution of this Lease and the construction and
implementation of the Project, including, without limitation the development and operation of
the Project and related improvements will enhance the public benefit and welfare and therefore
constitute a public purpose in that they prevent and combat community deterioration along Canal
and Poydras Streets in New Orleans, Louisiana; increase employment opportunities in the City of
New Orleans Louisiana; increase and promote tourism and enhance tourist amenities on Canal
and Poydras Streets in New Orleans, Louisiana; and preserve and improve the aesthetic quality
inuring to the economic health of the central business district of the City of New Orleans,
Louisiana. These items constitute important public benefits to the City. Further, additional
public benefits of this Lease and the construction and implementation of the Project consist of
the increased sales tax and hotel room tax revenue from the operation of the Project, together
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66 1172269v4
with other related commercial activities to take place at the Project. Further, Landlord hereby
declares and acknowledges that the letting of this Lease was done on the basis of an objective
evaluation of factors relating to the public benefit and welfare, and the public purposes,
hereinabove described, including, but not limited to, rental return, quality of products and
services to be provided, financial stability of Tenant, architectural design of the development, and
uniqueness of operation of the development in the City of New Orleans, particularly the Central
Business District. Landlord hereby further declares and acknowledges that, as described
hereinabove, this Lease provides a fair and equitable return of revenue to Landlord.
22.8 Estoppel Certificate. Tenant shall, at any time and from time to time, upon not
less than thirty (30) days prior written notice from Landlord, execute, acknowledge and deliver to
Landlord or to the Persons specified by Landlord a statement in writing, (i) certifying that this
Lease is unmodified and in full force and effect (or, if modified, stating the nature of the
modification and certifying that this Lease, as so modified, is in full force and effect) and the
dates to which the Rent is paid in advance, if any, (ii) acknowledging that there are not, to
Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying the
defaults if any are claimed, and (iii) any other matter reasonably requested by Landlord.
Landlord shall, at any time and from time to time, upon not less than thirty (30) days prior
written notice from Tenant, execute, acknowledge and deliver to Tenant or to the Persons
specified by Tenant a statement in writing, (i) certifying that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of the modification and certifying that this
Lease, as so modified, is in full force and effect) and the dates to which the Rent and other
charges are paid in advance, if any, (ii) acknowledging that there are not, to Landlord's
knowledge, any uncured defaults on the part of Tenant hereunder, or specifying the defaults if
any are claimed, and (iii) any other matter reasonably requested by Tenant.
22.9 Successors and Assigns. Except as otherwise provided in this Lease, all of the
covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
22.10 No Partnership or Joint Venture. Neither this Lease nor the payment by Tenant
to Landlord of any portion of Gross Revenues, nor any action of the parties taken in furtherance
of this Lease shall be construed to create either a partnership or a joint venture between Landlord
and Tenant. The existence of a partnership or joint venture is hereby specifically denied.
22.11 Terms and Headings. The words "Landlord" and "Tenant" as used herein shall
include the plural as well as singular. Words used in any gender include other genders. If there is
more than one Tenant, the obligations hereunder imposed upon Tenant shall be in solido.
22.12 Time of the Essence. Time is of the essence with respect to the performance of
every provision of this Lease.
22.13 Prior Agreements; Amendments. This Lease contains the entire agreement of
the parties with respect to the matters covered by this Lease and supersedes all prior and
contemporaneous understandings or agreements, whether written or oral. This Lease may not be
amended or modified except by an agreement in writing signed by Landlord and Tenant.
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67 1172269v4
22.14 Memorandum or Extract of Lease. This Lease shall not be recorded. A

memorandum or extract of this Lease shall be executed and acknowledged by the parties and
recorded pursuant to the laws of the State of Louisiana simultaneously with the execution of this
Lease. Failure of the parties to sign or record a memorandum or extract shall not, however,
affect the validity of this Lease. Upon the termination of this Lease, Landlord and Tenant shall
immediately cause to be prepared and shall execute, acknowledge and deliver a termination of
such memorandum or extract in recordable form that shall be recorded in the real property
records. Tenant shall pay all costs and expenses (including but not limited to all transfer,
conveyance, recordation and similar taxes and assessments imposed) in connection with
execution or recordation of documents or instruments contemplated in this Section. The
covenants set forth in this Section shall survive the termination of this Lease.
22.15 No Waiver. No waiver of any provision of this Lease shall be implied by any
failure of either party to enforce any remedy upon the violation of such provision, even if such
violation is continued or repeated subsequently. No express waiver shall affect any provision
other than the one specified in such waiver, and then only for the time and in the manner
specifically stated. Nothing in this Lease is intended to waive or create any estoppel with regard
to any rights Tenant may have at any time under federal, state or local law to defend itself against
or contest any action of any Governmental Authority.
22.16 Counterparts. This Lease may be executed in one or more counterparts and all
such counterparts shall be deemed to be originals and together shall constitute one and the same
instrument.
22.17 No Broker. Tenant and Landlord covenant, represent and warrant that neither has
had dealings or communications with any broker or agent in connection with the consummation
of this Lease, and both covenant and agree to pay, hold harmless and indemnify each other from
and against any and all cost, expense (including reasonable attorneys' fees) or liability for any
compensation, commissions or charges claimed by any broker or agent with respect to this Lease
or the negotiation thereof.
22.18 Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW FROM TIME TO TIME IN EFFECT, LANDLORD AND TENANT
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY LANDLORD OR TENANT AGAINST THE OTHER WITH RESPECT TO
ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, ANY
DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS LEASE,
TENANT'S USE AND OCCUPANCY OF THE LEASED PREMISES, OR THE
RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER.
22.19 Equal Employment Opportunity. In all hiring or employment made possible by
or resulting from this Lease:
(a)
There will not be any discrimination against any employee or applicant for
employment because of race, age, color, religion, sex, sexual preference, national origin,
or physical handicap, and
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(b)
Where applicable, affirmative action will be taken to insure that Tenant's
employees are treated during employment without regard to their race, age, color,
religion, sex, sexual preference, national origin, or physical handicap. This requirement
shall apply to, but not be limited to, the following: Employment, upgrading, demotion,
transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or
other forms of compensation; and selection for training, including apprenticeships. All
solicitations or advertisements for employees shall state that all qualified applicants will
receive consideration for employment without regard to race, age, color, religion, sex,
sexual preference, national origin, or physical handicap.
22.20 Conflict of Interest. Tenant agrees that during the Term of this Lease, it will
comply with all applicable federal, state and local laws in order to prevent conflicts of interest.
22.21 Responsibility for Costs and Risks of Operations. Tenant shall pay all costs
and assume all risks in doing work, or carrying on operations, now or hereafter permitted or
required under the terms and conditions of this Lease; and Tenant shall pay all costs, reasonable
attorneys' fees and other expenses incurred by Landlord in enforcing the covenants of this Lease.
In the event that Tenant requests any consent, approval or agreement from Landlord, or if the
satisfaction of one or more conditions or criteria is required in connection with any actions to be
undertaken or any rights to be exercised by Tenant hereunder, then Tenant shall pay the
reasonable costs and fees incurred by Landlord (including fees of its attorneys and professional
advisors) in connection with the Landlord's consideration or evaluation of such request, or in
connection with the Landlord's determination of whether such conditions or criteria are satisfied.
22.22 Venue and Personal Jurisdiction.
(a)
Each party to this Lease hereby submits to the jurisdiction of the State of
Louisiana and the courts thereof and to the jurisdiction of the Civil District Court for the
Parish of Orleans, State of Louisiana and the United States District Court for the Eastern
District of Louisiana for the purposes of any suit, action or other proceeding arising out of
or relating to this Lease, and hereby agrees not to assert by way of a motion as a defense
or otherwise that such action is brought in an inconvenient forum or that the venue of
such action is improper or that the subject matter thereof may not be enforced in or by
such courts.
(b)
If at any time during the Term, Tenant is not a resident of the State of
Louisiana or has no officer, director, employee, or agent thereof available for service of
process as a resident of the State of Louisiana, or if any permitted assignee thereof shall
be a foreign corporation, partnership or other entity or shall have no officer, director,
employee, or agent available for service of process in the State of Louisiana, Tenant or its
assignee hereby designates the Secretary of State, State of Louisiana, its agent for the
service of process in any court action between it and Landlord or arising out of or relating
to this Lease and such service shall be made as provided by the laws of the State of
Louisiana for service upon a nonresident; provided, however, that at the time of service
on the Secretary of State, a copy of such service shall be delivered to Tenant in the
manner provided in Section 22.5 of this Lease.
{DLG00018507.100018507.2 }-
69 1172269v4
22.23 No Drafting Presumptions. The parties to this Lease agree and acknowledge
that each has had significant input into the drafting of this Lease. Consequently, and
notwithstanding the provisions of Articles 2056 or 2057 of the Louisiana Civil Code to the
contrary, nothing contained in this Lease shall be presumptively construed against a party on the
basis of any drafting responsibility. Further, the parties agree and acknowledge that the drafting
of this Lease was facilitated and expedited by the specific undertaking of the parties and their
respective counsel, and in order to induce each other to make reasonable drafting
accommodations, that no revision (by insertion or deletion) to any draft of this Lease either shall
constitute or ever be used by or on behalf of any of them as an interpretive aid or as the basis of
any contention to the effect that any such deletion or insertion or change from prior drafts proves
facts or circumstances concerning the intent or agreement of a party in a subsequent draft or
drafts.
22.24 Joint and Several Liability. If Tenant at any time comprises more than one
Person, all such Persons shall be jointly and severally liable for the performance of every
obligation of Tenant under this Lease.
22.25 Dates of Performance. If any date for performance of any obligation hereunder
falls on a Saturday, Sunday or nationally established holiday, the time for performance of such
obligation shall be extended until the next Business Day following such date.
22.26 No Third Party Beneficiary. Except for the City and Leasehold Mortgagees,
there shall be no third party beneficiaries with respect to this Lease.
22.27 Oversight. Tenant understands and will abide by all provisions of the Code of
the City of New Orleans, Chapter 2, Art. XIII, Sect. 2-1120, as adopted by City Ordinance No.
22,888 M.C.S. (relative to the operations and authority of the City Inspector General),
incorporated herein by reference.
22.28 Limitation of Liability. Notwithstanding anything contained in this Lease to the
contrary, Tenant agrees that it shall look solely to the estate and property of Landlord in the
Project for the collection of any judgment (or other judicial process) requiring the payment of
money or damages by Landlord in the event of any default or breach by Landlord with respect to
any of the terms, covenants and conditions of this Lease to be observed and/or performed by
Landlord or the City. Other than its interest in the Project (and only if Louisiana law allows
seizure of public property), no other assets of Landlord or the City shall be subject to levy,
execution or other procedure for the satisfaction of Tenant's judgment, and under no
circumstances shall Landlord, the City or any of their respective officers, directors, agents,
managers or employees have any personal liability for the obligations of Landlord or the City
hereunder. Nothing contained herein, however, shall be construed to limit or restrict any rights
or actions which Tenant may have against any other party.
{DLG00018507.100018507.2 }-
70 1172269v4
THUS DONE AND SIGNED, on the date first written above, before the
undersigned competent witnesses and the appearers, after due reading of the whole.
WITNESSES:
LANDLORD:
NEW ORLEANS BUILDING
CORPORATION
Print Name:
By:
Name:
Title:
Print Name:
TENANT:
_____________________________
TWO CANAL STREET INVESTORS, INC.
Print Name:
By:
Name:
Title:
Print Name:
INTERVENOR:
CITY OF NEW ORLEANS
Print Name:
By:
Mitchell J. Landrieu, Mayor
Print Name:
{DLG00018507.100018507.2 }-
71 1172269v4
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
On the ______day of _______________, 2015, before me, the undersigned
Notary Public duly commissioned and qualified in, and for the Parish of Orleans, State of
Louisiana, personally appeared
_____________________
to me personally known, who being by me duly sworn did say that he is the __________ of New
Orleans Building Corporation, executing the within and foregoing instrument; that said
instrument was signed and sealed on behalf of said corporation by authority of its Board of
Directors; and that the said __________ as such officer acknowledged the execution of said
instrument to be the voluntary act and deed of the corporation by it and by him voluntarily
executed.
Notary Public
My commission expires: at death
{DLG00018507.100018507.2 }1172269v4
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
MITCHELL J. LANDRIEU
to me personally known, who being by me duly sworn did say that he is the Mayor of the City of
New Orleans, executing the within and foregoing instrument; that said instrument was signed on
behalf of said City by authority of its City Council; and that the said Mitchell J. Landrieu as
Mayor acknowledged the execution of said instrument to be the voluntary act and deed of said
City by it and by him voluntarily executed.
Notary Public
{DLG00018507.100018507.2 }1172269v4
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
to me known personally, who being by me duly sworn did say that he is the _________________
of ____________, a ______________Two Canal Street Investors, Inc., a Louisiana corporation,
executing the within and foregoing instrument; that said instrument was signed and sealed on
behalf of ___________________Two Canal Street Investors, Inc.; and that the said
_____________________ as such officer acknowledged the execution of said instrument to be
the voluntary act and deed of the company by it and by him voluntarily executed.
Notary Public
{DLG00018507.100018507.2 }1172269v4
EXHIBIT A
LEASED PREMISES
{DLG00018507.100018507.2 }1172269v4
EXHIBIT B
DBE PLAN
{DLG00018507.100018507.2 }1172269v4
EXHIBIT C
PERMITTED ENCUMBRANCES
{DLG00018507.100018507.2 }1172269v4
EXHIBIT D
PROJECT CONSTRUCTION SCHEDULE
1.
Execution of Lease
______________
2.
Submission of Project Schematic Plans

to Landlord
______________
Submission of Project Construction

Plans to Landlord
______________
3.
4.
Receipt of all Governmental Approvals

______________
5.
Satisfaction of all Conditions to

Commencement of Construction
______________
6.
Commencement of Construction
______________
7.
Substantial Completion
______________
8.
Receipt of Temporary Certificate of

Occupancy
______________
9.
Final Completion
______________
10.
Receipt of Final Certificate of

Occupancy
______________
Grand Opening
______________
11.
{DLG00018507.100018507.2 }1172269v4
Draft.22March2001
{DLG00018507.2 }
ARTICLE I DEFINITIONS
ARTICLE II LEASED PREMISES

2.1
Leased Premises
2.2
Peaceable Possession
2.3
Condition of the Leased Premises
2.4
Ownership of Improvements
13
13
14
14
15
ARTICLE III USE

3.1
Permitted Uses
3.2
Grand Opening
15
15
16
ARTICLE IV COMMENCEMENT OF TERM

4.1
Term
4.2
Financing Contingency
4.3
Conditions to Commencement of Construction
16
16
16
17
ARTICLE V RENT
5.1
Non-Refundable Deposit
5.2
Interim Rent
5.3
Base Rent
5.4
Percentage Rent
5.5
Gross Revenue Reports; Payment of Percentage Rent
5.6
Gross Revenue Records and Audits
5.7
Confidentiality
5.8
Payment of Rent
18
18
18
18
19
19
19
20
20
ARTICLE VI REPRESENTATIVES AND WARRANTIES

6.1
Tenant Representations and Warranties
6.2
Landlord Representations and Warranties
21
21
22
ARTICLE VII RENOVATION

7.1
Overview of the Renovation
7.2
Plans
7.3
Construction
7.4
Permits, Licenses and Approvals
7.5
Landlord's Termination Right
7.6
DBE
23
23
23
24
25
25
26
ARTICLE VIII OPERATION AND MANAGEMENT

8.1
First Class Operations; Operating Standard
8.2
Maximize Gross Revenues
8.3
Manager
8.4
Franchise Agreements
8.5
Continuous Operations
8.6
Trade Name and Trademarks
8.7
Signs
8.8
Compliance with Governmental Requirements
26
26
27
27
28
29
29
30
30
{DLG00018507.2 }{DLG00018507.2 }{DLG00018507.2 }{DLG00018507.2 }{DLG00018507.2 }{DLG00018507.1 }E
70
{DLG00018507.100018507.2 }1172269v4
Draft.22March2001
8.9
8.10
8.11
8.12
8.13
Inspection of Books and Records

Landlord's Entry and Inspection Rights
Trash and Garbage Disposal
Utilities and Other Services
Capital Replacement Fund
30
30
31
31
31
ARTICLE IX PARKING
9.1
Parking Agreement
9.2
Mortgage on Parking Agreement/Termination of Parking Agreement
33
33
33
ARTICLE X MAINTENANCE, REPAIRS AND ALTERATIONS

10.1
Maintenance and Repairs
10.2
Inspections by Landlord
10.3
Alterations
10.4
General Construction Requirements
10.5
No Landlord Liability
10.6
Tenant's Obligation to Pay Landlord's Costs
10.7
Liens and Claims
34
34
34
34
35
36
36
37
ARTICLE XI IMPOSITIONS
11.1
Payment of Impositions
11.2
Contest of Impositions
11.3
Certain Taxes Not Impositions
11.4
Tax Exempt Land
37
37
38
38
38
ARTICLE XII INSURANCE

12.1
Property/Casualty Insurance Coverage
12.2
Builder's Risk
12.3
Liability Insurance
12.4
Business Interruption Insurance
12.5
Professional Liability
12.6
Form of Insurance and Insurers; Required Provisions
12.7
Delivery of Evidence of Insurance
12.8
Waiver of Rights of Recovery
12.9
Other Policies
12.10 Manager and Leasehold Mortgagee
12.11 Blanket Insurance
39
39
39
39
41
42
42
43
43
44
44
44
ARTICLE XIII INDEMNITY; LIMITATION OF LIABILITY

13.1
Indemnity
13.2
Limitation of Liability
13.3
Survival
44
44
44
45
ARTICLE XIV CASUALTY

14.1
Damage or Destruction
45
45
{DLG00018507.100018507.2 }1172269v4
Draft.22March2001
14.2
14.3
14.4
Repairs
Insurance Proceeds
Casualty at End of Term
45
45
46
ARTICLE XV EMINENT DOMAIN

15.1
Taking
15.2
Total Taking
15.3
Partial Taking
15.4
Allocation of Award
15.5
Effect of Termination
15.6
Voluntary Conveyance
15.7
Temporary Taking
46
46
47
47
47
47
47
47
ARTICLE XVI ENVIRONMENTAL

16.1
Environmental Obligations
16.2
Remedial Work
16.3
Notice
16.4
Release
48
48
48
49
49
ARTICLE XVII SUBLEASE, ASSIGNMENT AND TRANSFERS

17.1
General Provisions
17.2
Sublease
17.3
Assignment
17.4
Release
17.5
Transfer of Ownership Interests by Tenant
17.6
Subleases and Assignments
17.7
Costs
17.8
Sale of Leased Premises
49
49
49
51
52
52
53
53
53
ARTICLE XVIII FINANCING

18.1
Leasehold Mortgages Permitted
18.2
Subordination of Landlord's Lien
18.3
No Subordination by Landlord
18.4
Fee Mortgages
54
54
58
58
58
ARTICLE XIX DEFAULT BY TENANT

19.1
Defaults
19.2
Remedies
59
59
60
ARTICLE XX TERMINATION OF THE LEASE

20.1
Surrender of Leased Premises
20.2
Holding Over
62
62
62
ARTICLE XXI PROFIT PARTICIPATION

21.1
Profit Participation
63
63
{DLG00018507.100018507.2 }1172269v4
Draft.22March2001
21.2
21.3
21.4
21.5
21.6
21.7
Profit Participation Terms

Sale of the Project
Sale of Ownership Interests
One Time Payment
Excluded Transactions
Notice; Payment
ARTICLE XXII MISCELLANEOUS PROVISIONS

22.1
Force Majeure
22.2
Partial Invalidity
22.3
Intervention by City
22.4
Attorneys' Fees
22.5
Notice
22.6
Applicable Law
22.7
Public Purpose; Economic Benefit; Total Consideration
22.8
Estoppel Certificate
22.9
Successors and Assigns
22.10 No Partnership or Joint Venture
22.11 Terms and Headings
22.12 Time of the Essence
22.13 Prior Agreements; Amendments
22.14 Memorandum or Extract of Lease
22.15 No Waiver
22.16 Counterparts
22.17 No Broker
22.18 Waiver of Trial by Jury
22.19 Equal Employment Opportunity
22.20 Conflict of Interest
22.21 Responsibility for Costs and Risks of Operations
22.22 Venue and Personal Jurisdiction.
22.23 No Drafting Presumptions
22.24 Joint and Several Liability
22.25 Dates of Performance
22.26 No Third Party Beneficiary
22.27 Oversight
22.28 Limitation of Liability
63
63
63
63
64
64
64
64
65
65
65
65
66
66
66
67
67
67
67
67
67
67
68
68
68
68
68
68
69
69
69
70
70
70
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7jZ[T[f II
Parking lease
TWO$CANAL$STREET$INVESTORS,$INC.$
RFP$No.$8975701775$
Comments$to$Parking$Agreement$
!
Since!we!received!only!a!pdf!version!of!the!proposed!Parking!Agreement,!the!following!comments!show!
the!requested!revisions!that!Two!Canal!Street!Investors,!Inc.!has!to!the!form!of!Parking!Agreement:!
!
1. !On!the!title!page!and!on!line!4!of!page!1,!the!name!of!the!User!under!the!Parking!Agreement!is!
Two!Canal!Street!Investors,!Inc.;!
2. In!Section!2.1,!on!line!two!thereof,!please!insert!the!following:!three!hundred!fifty!(350)!
immediately!prior!to!the!phrase!vehicular!selfTparking;!
3. On!page!5,!in!the!penultimate!line!of!Section!2.1,!please!insert!the!number!10!immediately!
prior!to!the!phrase!days!of!receipt;!
4. On!page!17,!under!Section!12.1,!please!add!the!following!notice!address!for!the!User:!
!
Two!Canal!Street!Investors,!Inc.!
365!Canal!Street,!Suite!2960!
New!Orleans,!Louisiana!70130!
Attention:!Steven!Peer!and!Secretary!
!
With!a!copy!to!:!!
Davillier!Law!Group,!LLC!
!
!
!
1010!Common!Street,!Suite!2510!
!
!
!
New!Orleans,!Louisiana!70112!
!
!
!
Attention:!Daniel!E.!Davillier,!Esq.!
!
5. On!page!24,!on!the!line!below!the!word!USER,!please!add!the!following:!!TWO!CANAL!STREET!
INVESTORS,!INC.!
!
Please!note!that!the!Parking!Agreement!remains!subject!to!review!and!comment!by!the!lenders!
to!Two!Canal!Street!Investors,!Inc.!and!their!respective!legal!counsel.!
{DLG00018511.1!}!
7jZ[T[f III
two canal street

investors, inc. principals
!
!
!
!
!
PEER$INTERESTS$LLC$
!
A$Diversified$Real$Estate$Developer$
!
!
!
!
!
!
Steven!M.!Peer!
President!
!
!
!
www.peerinterests.com!
410.302.5789!
Steve!Peer!founded!Peer!Interests!LLC!in!2011!to!invest!his!equity!in!valueFadd!real!estate!development!
opportunities!where!he!could!utilize!his!35Fyears!of!real!estate!development!experience!in!unique!
transactions.!!Since!that!time!Steve!has!invested!$8m!of!his!capital!in!the!development!of!a!distressed!
residential!subdivision!known!as!Deer!Pointe!in!Park!City,!Utah.!!The!development!is!now!turned!around,!
successfully!selling!homes!and!has!become!a!community!for!those!who!now!live!there.!!!
!
Peer!has!developed!over!5,000,000!square!feet!of!hotel,!residential,!retail,!industrial,!student!housing!
and!assisted!living!projects!valued!at!almost!$1!billion!during!his!35Fyear!career!in!real!estate!
development.!!Steve!stated!his!career!at!Hines!Interests!in!Houston!and!then!in!Atlanta.!!When!he!
retired!he!was!president!of!Cafritz!Interests!in!Washington!DC.!!!
The!photo!on!the!cover!page!is!Washington!Harbour!in!Washington,!DC.!!The!projected!included!the!
purchase!of!a!distressed!$220!million!dollar!mixedFuse!residential/retail/office!development,!completion!
of!construction,!leasing,!management!and!sale.!!!
The!following!photos!include!some!of!his!projects.!
!
!
1775!Eye!Street,!Washington,!DC!
Renovation!of!180,000!square!foot!1964!Office!Building!into!First!Class!Office!
!
!
Security!West,!Baltimore,!MD!
This!850,000!square!foot!office!building!is!100%!occupied!by!the!Social!Security!Administration.!Peer!has!
completed!three!major!renovations!and!two!public!debt!issuances!totaling!$140!million.!Steve!managed!
the!building!for!over!20!years!and!has!continuing!ownwership!interests!in!the!project!and!management!
companies.!
!
!
!
!
!
!
!
!
!
!
!
!
Steves!first!project!after!graduating!from!the!Darden!School!at!the!University!of!Virginia!in!1982!was!
Ravinia!in!Altanta,!GA.!!Peer!was!the!project!manager!for!this!1.6!million!square!foot!office!and!hotel!
mixedFuse!project.!
!
The!second!project!in!Steves!career!was!191!Peachtree,!also!in!Atlanta,!GA.!!Peer!was!also!the!project!
manager!for!this!1.1!million!square!foot!office!building!connected!to!a!Ritz!Carlton!Hotel.!!Steve!took!the!
development!through!land!assembly,!selection!of!Phillip!Johnson!as!architect,!and!securing!a!Dutch!
Institutional!Holding!Company!as!financing!partner,!after!which!Steve!relocated!to!Washington!DC.!!!!
!
!
!!
!
!
!
Steves!most!recent!work,!Deer!Pointe!in!Park!City,!UT!is!located!on!the!slopes!of!Deer!Valley!Ski!Resort.!
This!luxury!home!community!had!defaulted!on!its!debt!in!2009!and!sat!in!a!distressed!state!until!2013!
when!Peer!invested!capital!and!development!expertise!to!reFstart!the!project.!!The!community!now!has!
six!residents!and!construction!is!onFgoing.!!Peer!committed!a!total!of!$8!million!of!his!own!funds!to!bring!
this!project!back!to!life.!!
!
!
!
!
!
!
!
!
!
QUALIFICATIONS(OF(OWNER/DEVELOPERS(OF(TWO(CANAL(STREET(INVESTORS,(INC.(
!
!
(
!
!
!
!
!
!
Peter(Arey,!Vice!President!and!Chief!Financial!Officer!
Peter(Arey(is(an(equity(owner(in(Two(Canal(Street(Investors,(Inc.(
1010!Common!Street,!Suite!2520!
New!Orleans,!LA!70112!
703[789[7612!
Peter@AreyInc.com!
Mr.!Arey!makes!his!primary!home,!when!not!in!New!Orleans!to!administer!this!project!if!we!are!
successful,!in!metropolitan!Washington,!DC.!His!career!has!been!in!commercial!real!estate!project!
management,!primarily!for!Cafritz!Development!and!for!Fairview!Park!(Falls!Church,!VA).!His!degree!is!
from!the!University!of!Maryland.!Arey!!supervised!the!construction!of!the!buildings!below.!
!
[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[!
!
!
3120!Fairview!Park!Drive!0!Northrop!GrummanW&
Develop,!finance,!and!construct!for!Fairview!
Property!Investments!!2008!NAIOP!award!
winner,!Suburban!Office![!180,000sf!!project!
size:!$53!million.!James!G.!Davis!Construction!+!
Noritake!Associates.!
&
&
&
&
&
PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP!
!
!
!
!
!
!
!
!
2900(Fairview(Park(Drive! !Develop,!finance,!
and !construct! !HITTs! corporate!
headquarters,!169,000!sf.!Negotiated!Joint!
Venture!between!HITT!and!Fairview!Property!
Investments!!project!size:!$46!million.!HITT!
+!Noritake.!
125
!
!
!
!
!
[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[[!
!
!
2941(Fairview(Park(Drive3General(
Dynamics( Headquarters((manage!
construction!of! General!Dynamics!
world!headquarters! tenant!space,!
170,000!sf!!project!size:!$27!million.!
Rand!+Lehman[Smith.!
!
!
7jZ[T[f IV
woodbine development
corporation
RFQ
Redevelopment of 2 Canal Street
2014
A Tradition of Excellence
in Hospitality-related Real Estate
Investment, Development and Management
Phoenix, AZ
Los Angeles, CA
Dallas, TX
Founded in 1973 by Dallas businessmen Ray L. Hunt and John Field Scovell, Woodbine is known
for its quality, teamwork, partner and project selectivity, and financial performance. The company has
been under the direction of John Scovell since its inception. Woodbines financial partner, Hunt Realty
Investments, Inc., is a sister company to the 78-year-old Hunt Oil Company. Woodbine was established
as part of a strategy to convert passive real estate investments into active development projects. As a
result of this strategy, the company has been able to initiate and complete development projects of
all sizes from well-known master-planned, multi-use developments, retail shopping districts and
high-rise office towers to warehouses, business parks and a variety of hotel types. All were the result of
leadership continuity, an entrepreneurial spirit and creative visions managed by deadlines.
WOODBINE COMPANY PROFILE
INTEGRITY: As a Hunt affiliate, the mantra of the company has been creating wealth for future
generations. Although investment horizons have changed, the philosophy still governs decisions.
The Woodbine Way is an uncompromising standard of excellence that every detail of every
project must meet.
TRUST: Very few companies can boast of the enduring industry and partner relationships that
Woodbine has enjoyed. Investment partners include institutions, foundations, traditional private
equity, and high net worth individuals. Woodbines founder, John Scovell, began his partnership
with Ray Hunt in 1972. Through Hunt Realty, the Hunt family has invested in every Woodbine
project since the companys inception, showing a great trust in Woodbine as stewards of their
capital and their legacy.
LEGACY: Under the direction of a senior leadership team with an average tenure of 20 years,
Woodbine has been successfully investing in commercial real estate since 1972. Woodbines
hospitality development track-record is unparalleled in the industry, including over $3 billion
in acquisition, renovation, and development projects and 7,000+ hotel rooms (Marriott, Hyatt,
Starwood, Hilton)
WOODBINE CORE VALUES
1990s
Full-service developer for

destination resort and
master-planned
community development
Seeking economic diversity for
the companys revenue streams,
Woodbine branched into other
markets and resort development,
beginning with Hyatt Regency
Hill Country Resort in San
Antonio. In Phoenix/Scottsdale,
the company partnered with the
Herberger Family to develop
730 acres into the Kierland
master-planned community.
This highly lauded project
allowed Woodbine to focus on
its land and hospitality skill sets
while evolving into the emerging
mixed-use segment.
1970s and 1980s
Full-service developer
for Hunt owned land
assets; including hotels,
office, and industrial
Launched with land assets owned

by Ray L. Hunt, Woodbine
began its real estate career with a
50-acre master plan in downtown
Dallas, followed by development
of the skyline-changing Hyatt
Regency Dallas and Reunion
Tower, and historic renovation of
Union Station. In addition to
land and hospitality
development, the company
expanded into office/industrial
development and asset
management for Hunt-owned
projects, all in the Dallas/Fort
Worth Metroplex.
WOODBINE CORPORATE EVOLUTION
As the real estate industry adjusts

to the post-recession new norm,
Woodbine continues to be
developer and asset manager for
its own and third-party assets. In
addition to seeking new large-scale
development projects, the
company is expanding into other
hospitality segments via:
development of select-service
hotels for multiple flags;
acquisition of hotel assets in new
geographic markets; fee-based
development services for select
clients and partners.
Full-service development
in top-25 markets, growth
in select-service &
acquisitions
Developer of resort,
mixed-use, & select-service
hotels on behalf of thirdparty investment partners
Woodbine expanded its partner
and client lists and became the
dominant destination resort
developer in the Southwest,
opening three resorts in the first
decade. And, Woodbines 38-acre
main-street project, Kierland
Commons, became an icon in the
mixed-use and lifestyle retail
markets. In 2006, Woodbine sold
two of its resorts and entered the
select-service hotel segment with
the opening of its first Hyatt
Place property in Arizona.
2010s
2000s
Dallas, TX
Project Start: 1978, 2012
Guest Rooms: 1,111
Building Height: 28
Meeting Space: 160,000
HYATT REGENCY
DALLAS AND REUNION
TOWER
1978
Dallas/Fort Worth
International Airport, TX
811 rooms
(1,364 when acquired)
93,593 square feet of
function space
Acquired 1986
Reflagged and
repositioned 1986
Multiple renovations
(now Hilton Fort Worth)

Fort Worth, TX
514 rooms
Historic renovation
24,900 square feet
of function space
Reopened 1981
Renovation 1989
Divested 1991
1986
HYATT REGENCY
DFW
1981
HYATT REGENCY
FORT WORTH
1986
1990
Dallas,TX
103,714 square feet
Adaptive reuse,
mixed-use investment
Renovation completed 1978
Repositioning,
renovation completed 2008
UNION STATION
THE GOLF CLUB AT

FOSSIL CREEK
Fort Worth, TX
18 holes of golf
Designed by Arnold
Palmer
Within master- planned
community
Opened 1987
Divested in 1994
BEAR CREEK
GOLF CLUB
Dallas/Fort Worth
International Airport, TX
36 holes of golf
function space
Acquired 1986
Divested 2006
Fort Worth,TX
918,000 square feet
new construction
(seven buildings)
105,000 square feet
renovations (three
buildings)
384-acre campus
Project life: 1990-98
BNSF CAMPUS
San Antonio, TX
Opened: 1993
Guest Rooms: 500
Building Height: 4/5
HYATT REGENCY
HILL COUNTRY
RESORT AND SPA
1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
1978
WOODBINE CORPORATE EVOLUTION - TIMELINE
Phoenix/Scottsdale, AZ
Opened 2002
Guest Rooms: 732
Building Height: 8
HUNT
HEADQUARTERS
THE WESTIN
KIERLAND
RESORT & SPA
Dallas,TX
480,609 square feet
Build-to-suit corporate
headquarters
Opened 2007
Silver LEED certified
2007
2005
Houston/
Sugar Land, TX
214 rooms
4,900 square feet
function space
Opened 2010
HYATT PLACE
SELECT-SERVICE
HOTELS
2010
Tysons Corner, VA
Project Start: 2012
Guest Rooms: 300
Building Height: 17
HYATT REGENCY
TYSONS CORNER
CENTER
2012
Plano, TX
Project Start: 2013
Guest Rooms: 293
Building Height: 9
GRANITE HILTON
2013
Fort Walton Beach, FL

Project Start: 2013
Guest Rooms: 112
Building Height: 4
Meeting Space: 663
MARRIOTT
TOWNEPLACE
SUITES
GRAND HYATT
DFW
Dallas/Fort Worth Int.

Airport, TX
298 rooms
34,000 square feet
of function space
Opened 2005
Renovation 2009
Woodbine serves as
asset manager
HYATT REGENCY
LAKE LAS VEGAS
(now Westin Lake Las

Vegas) Fort Worth, TX
496 rooms
function space
Opened 1999
Renovated 2005
Divested 2006
HYATT PLACE
SELECT-SERVICE
HOTELS
Phoenix/Gilbert, AZ
Opened: 2009
Guest Rooms: 127
Building Height: 6
HYATT REGENCY
LOST PINES
RESORT AND SPA
Austin/Bastrop, TX
Opened: 2006
Guest Rooms: 492
Building Height: 4/5
Portland, OR
Acquired 2012
100 Rooms
Renovated/relaunched
2013
SENTINEL HOTEL
Omaha, NE
Project Start: 2012
Guest Rooms: 160
Building Height: 9
Structured parking:
4 levels
HYATT PLACE
SELECT SERVICE
HOTELS
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
San Antonio, TX
508 rooms
36 holes of golf
107,000 square feet
of function space
Resort opened 1999
THE WESTIN
LA CANTERA
RESORT & SPA
1999
WOODBINE CORPORATE EVOLUTION - TIMELINE
Woodbine is expanding our product diversity

and geographic diversity by developing select
service assets in primary and secondary
markets throughout the US. Select Service
provides an shorter investment cycle and
favorable returns as a portfolio exit.
Woodbine will pursue ground up

development opportunities in resort, urban,
or mixed-use environments. Target markets
are top-25 MSAs with high barriers to
entry, multiple demand drivers, strong
leisure, business, and group travel.
Woodbine is targeting the acquisition of distressed

and underperforming independent hotels in urban
areas for renovation, redevelopment, and conversion.
Target markets are major Western cities and top 25
MSAs and investment hold periods are 5-7 years.
ACQUISITION DIVISION:
DISTRESSED LIFESTYLE & BOUTIQUE ASSETS
ACQUISITION
DIVISION
SMALL PROJECT DIVISION:

SELECT-SERVICE & EXTENDED STAY
LARGE
PROJECT
DIVISION
LARGE PROJECT DIVISION:

FULL SERVICE & MIXED USE
SMALL
PROJECT
DIVISION
WOODBINE CORE COMPETENCIES
Irvine, CA
Glendale, CA
Seattle, WA
Omaha, NE
Chicago, IL
Tampa, FL
Fort Walton Beach, FL
Nashville, TN
West Des Moines, IA

Cincinnati, OH
Louisville, KY
Fort Worth, TX
Tempe, AZ
Dallas, TX
Scottsdale, AZ
Austin, TX
San Antonio, TX
Houston, TX
Gilbert, AZ
Pipeline Deals
Existing Deals
Prospect Deals
WOODBINE GEOGRAPHIC LOCATIONS
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Guest Rooms:
Building Height:
Meeting Space:
DFW Airport
2003
(opened 2005)
298
11
34,000 SF
Owner:
Project Start:
Owner:
Granite
Properties
2013
293
9
37,582 SF
Dallas, TX
Macerich
2012
300
17
15,000
Plano, TX
Owner:
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
GRAND HYATT DFW
Hunt affiliate
1978, 2012
1,111
28
160,000
Tysons Corner, VA
(Washington, DC)
TYSONS CORNER CENTER
GRANITE HILTON
Owner:
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Dallas, TX
HYATT REGENCY DALLAS &

REUNION TOWER
SAMPLE PROJECTS - FULL SERVICE
Owner:
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Strategic Partner(s):
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Strategic Partner (s): IMM

Project Start:
2013
Guest Rooms:
112
Building Height:
4
Meeting Space:
663
Fort Walton Beach, TX
MARRIOTT TOWNEPLACE
SUITES
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Houston, TX
RESIDENCE INN
Omaha, NE
Houston/Sugar Land, TX
Hyatt
2010
214
9
3,900
HYATT PLACE
HYATT PLACE
SAMPLE PROJECTS - SELECT SERVICE
IMM
2014
128
4
1,000
Hyatt
2012
160
9
1,665
AC HOTEL
IRVINE, CALIFORNIA
03.27.2014
17559.000
E X T E R I O R
R E N D E R I N G
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
17560.000
06.11.2014
TEMPE, ARIZONA
AC HOTEL
USAA
2014
159
6
1,500
Tempe, AZ
Irvine, TX
USAA
2014
175
6
1,500
AC BY MARRIOTT
AC BY MARRIOTT
In January of 2014, Woodbine and USAA formed a strategic relationship to develop eight to ten AC
Hotels throughout the United States. The venture is targeting sites in densely populated urban centers
and mixed-use environments. Woodbine and USAA have two existing projects in Tempe, Arizona and
Irvine, California and are targeting projects in Seattle, Los Angeles, Phoenix, Salt Lake City, Houston, San
Antonio, Cincinnati, and Washington D.C.
DEVELOPMENT PIPELINE - AC BY MARRIOTT
P E R S P E C T I V E
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Strategic Partner (s):

Project Start:
Guest Rooms:
Building Height:
Meeting Space:
PROJECT SUMMARY: In June of 2014, GB Lodging,

developers of Ace New York and Ace Palm Springs, and
Provenance Hotels, partnered with Woodbine to acquire and
reposition the hotel. The historic hotel was once a coffee warehouse
and will be completely renovated and completed by January 2015 to
become one of New Orleans only true boutique hotels.
PROJECT SUMMARY: The Governor Hotel was purchased
out of foreclosure from RBS in May of 2012. The hotel was

acquired with the objective to renovate and reposition the hotel,
renamed Sentinel into one of Portlands premier boutique hotels.
Local operator and investment partner, Provenance Hotels, owns
several other assets in the region and has dramatically improved the
operating margins. Woodbines target exit date is 2016.
GBL/Provenance
2014
165
4
1,500
New Orleans, LA
Portland, OR
Provenance/HNW
2012
100
8
23,000
AMBASSADOR HOTEL
SENTINEL HOTEL
ACQUISITION DIVISION
PEARL BREWERY
KIMPTON
San Antonio, TX
Owner:
HYATT REGENCY HILL

COUNTRY RESORT & SPA
San Antonio, TX
Opened:
Guest Rooms:
Building Height:
Meeting Space:
Project Start:
Guest Rooms:
Building Height:
Meeting Space:
Strategic Partner(s): OPUBCO /

CIRI
Opened:
2002
Guest Rooms:
732
Building Height:
8
Meeting Space:
199,000
Strategic Partner(s): OPUBCO /

CIRI
Opened:
2006
Guest Rooms:
492
Building Height:
4/5
Meeting Space:
61,000
Silver
Ventures
2011
146
8
5,000
Scottsdale, Arizona
Austin/Bastrop, Texas
Hunt
1993
500
4/5
89,000
WESTIN KIERLAND
RESORT & SPA
HYATT REGENCY LOST

PINES RESORT & SPA
SAMPLE PROJECTS - DESTINATION RESORT/MIXED USE
VP Asset Management
JOHN DAVIS
2013
2010
Managing Director
1999
T. DUPREE SCOVELL
Treasurer
STUART SCHUTZE
1996
2007
SVP Construction
DANA SWOPE
1984
Vice President
CFO
IAN JAMES CIHAK
1997
KING SCOVELL
CIO
LES MELCHER
1972
2005
President/CEO
JOHN FIELD SCOVELL
15
18
30
17
42
Start Date Tenure (years)
KRISTOPHER HARMAN Corporate Counsel
Title
Name
WOODBINE LEADERSHIP
Partnership Structures/Relations, HRI Coordination, Project Disposition, WDC

Partners, Lenders, Operators Oversight, Corporate Accounting Support/Oversight,
Human Resources Oversight, Property Tax Appeals
Deal Sourcing, Capital Sourcing, Relationship/Investor Management, Underwriting and

Analysis, Acquisition, Management, and Disposition.
Select service Development, Construction Oversight/Support, Project Coordination,

Hotel Brand Relations
Legal Support and Venture Documentation, Due-Diligence and Closings, Entitlement/

Zoning, Acquisition Support, Project Coordination
Accounting Team Management, Treasury, Controller, Accounting Support Cash Flow

Projections, Budgeting/Forecasting, HRI Accounting Relations, Financial Reporting
Project Management, Project Coordination, Renovation/New Development

Coordination, WSW Support, Silver Ventures Relations
Asset Management, Ownership Representation of Hotel/Retail Operators, Management

Agreement Compliance, Project Acquisition/Dispositions, Risk Management, Budgeting,
Forecasting, Capitalization Support/Lender Relations
Business Development, Project Acquisitions/Dispositions, WSW Oversight, Land

Management Oversight, Acquisition Team Oversight
WDC Oversight, Construction Oversight/Support, HRI/HCI Coordination,

Organization Support, Business Development, Partner Relations, Community Relations
Responsibilities
Hotel expansion: 2000
Opened: 1978
Function space: 160,000 square feet (interior)
Hotel guest rooms: 1,120
Site size: 6 acres
HYATT REGENCY DALLAS AT REUNION

Woodbines entry into hotel development and asset
management began in 1978 with the opening of Hyatt
Regency Dallas and 560-foot-tall Reunion Tower,
which transformed the Dallas skyline and quickly
became internationally recognized symbols of the city.
From its inception in 1973 to today, Woodbine has
been a part of the construction, renovation and asset
management of these signature properties within
the 50-acre Reunion District that adjoins the Dallas
Convention Center District and includes event space
in Union Station.
Opened: 1999
Sold interest: 1999
Castle Rock Health Club & Spa
Resort features: Surrounded by La Cantera Golf Club
68,000 square feet (exterior)
Function space: 39,000 square feet (interior),
Hotel guest rooms: 508
Site size: 546 acres (including golf courses)
THE WESTIN LA CANTERA RESORT

This property is carved from Texas legends and
features commanding views of the Texas Hill Country
and downtown San Antonio. Our relationship with
USAA began in 1995, when the companys La Cantera
Development Company retained Woodbine to develop
the golf clubhouse at San Antonios La Cantera Golf
Club in time for the Texas Open golf tournament in
1996. The companies then teamed with Starwood
to develop the AAA Four-Diamond resort, which
continues to receive rave reviews from group and
leisure travelers alike.
Opened: 2002
Sold: 2006
Adjacent to Kierland Commons shops and resorts
Resort features: Kierland Golf Club, Agave, The Arizona

Spa
Function space: 75,000 square feet (interior), 124,000 square

feet (exterior)
Site size: 262 acres (including golf course)
THE WESTIN KIERLAND RESORT

The Westin Kierland Resort & Spa is The Essence
of Arizona, a careful blend of desert and urban
landscape, mountain views, intriguing architecture and
water features. It is accented with a salute to Arizonas
cultural history and designed to appeal to leisure and
group travelers alike. The golf course was completed in
1996, and the resort facilities were added in November
2002. In 2006, the resort was sold to Host Hotels &
Resorts.
Opened: 1993; Expansion: 2013
15,000-square-foot Windflower, The Hill Country Spa
Resort features: 27-hole, Arthur Hills-designed Hill

Country Golf Club
Function space: 97,000 s.f. (interior); 135,433 s.f. (exterior)
Woodbines first destination resort project proved

many people wrong by being instantly successful even
though it wasnt built on San Antonios famed River
Walk or in Scottsdales Resort corridor. This casually
elegant destination resort was designed to evoke
the welcoming spirit and gracious hospitality of the
Rogers-Wiseman Ranch, a family-owned property for
more than a century. Woodbine was careful to preserve
the massive live oaks and natural landscape that have
attracted generations of Texans to the Hill Country
for vacations and relaxation.
HYATT REGENCY HILL COUNTRY RESORT & SPA
Opened: 2006
McKinney Roughs Nature Park and Outdoor Adventures
Resort features: Wolfdancer Golf Club and Spa Django
Function space: 61,000 s.f. (interior) 215,000 s.f. (exterior)
HYATT REGENCY LOST PINES RESORT & SPA

Hyatt Lost Pines is at the crossroads of nature and history
between Austin and Bastrop. It occupies 405 acres
adjacent to the 1,100-acre McKinney Roughs Nature
Park and features a mile of frontage on the Colorado
River, an interpretive trail system for hiking and
equestrian uses and an outdoor waterpark, as well as
the Wolfdancer Golf Club and Spa Django. The resort
celebrates Texas music and culture with regular live
performances and art devoted to the states rich history.
Opened: 1999
Sold: 2006
Water playground, with 320-acre manmade lake

and white-sand beach adjoining signature pools
Resort features: Spa Moulay
Function space: 40,000 square feet (interior) 70,000 square

feet (exterior)
Site size: 21 acres
HYATT REGENCY LAKE LAS VEGAS RESORT

Woodbine was asked to lead this development
effort within the Transcontinental-developed
Lake Las Vegas community in 1996. Influenced
by the desert and mountain surroundings, the
communitys Mediterranean theme inspired the
resorts architecture and interior design, with special
imported touches from Morocco. The result was
a quiet and sophisticated sense of place, combined
with the conveniences of a contemporary resort hotel.
Woodbine managed renovation of guest rooms at this
property in 2005 and served as asset manager for the
resort through the completion of its December 2006
sale to Loews Hotel Corporation.
We dont just
develop buildings.
We develop
relationships.
7jZ[T[f V
valencia group
Valencia Group
TIMELESS HOSPITALITY
Valencia Group (Valencia) specializes in operating full service, independent hotels. Differentiating Valencia from our competitors is
our proven ability to create a unique identity
for each property, leveraging its individuality
and character, instilling a sense of place and
connection with the local community. This,
combined with Valencias unique management approach and efficient cost structure,
results in properties yielding RevPAR indices
ranging from 130 to 150+ when compared to
their respective competitive sets and operating margins. Thus, Valencia competes headto-head with chain brands and wins every day.
The effectiveness of our people is greatly enhanced by our investment in systems and infrastructure. Valencia has our own Central
Reservations Office based in San Antonio,

Texas where labor is cost effective, reliable
and plentiful. It operates year round and significantly reduces operating costs of Valencia managed hotels allowing employees to
focus on our number one priority that is enhancing guest experience. Also, we centralize
accounting functions in Houston under the
direct supervision of Valencias CFO and
Controller. This centralized team results in
greater efficiencies within the hotel and allows for consistent, timely and reliable information to reach hotel management and
ownership. Additionally, Valencia managed
hotels use Micros Fidelio and Opera, the
gold standard for property operations and
point of sale.
Valencia Group is very successful because

we do not compromise on our 5 brand
standards.
Only A Locations. An A location
is defined as one where a guest can
walk outside the front door of the hotel
and be within easy walking distance of a
variety of dining, shopping and entertainment options.
Forward design that embraces the local

culture. Our hotel in California looks
like it belongs in California. Our San
Antonio hotel takes on the vibe of Hispanic Texas, and our Houston hotel has
the contemporary energy of a vibrant
technical center. Valencia hotels are design forward enough to attract younger
travelers but not so hip that they turn
off the older Baby Boomers.
Large guest rooms. The typical guest

room size of upper upscale Valencia
hotels is 390 square feet. Each property
has an impressive presidential suite because our hotels often house celebrity
guests.
High technology. One of our first hotels was in Silicon Valley and we therefore offered
state-of-the-art technology and continue to do so in all of our hotels. We are upgrading and
adding to our property level capabilities as part of our renovation program. We provide very
wide bandwidths to accommodate todays wired-in traveler.
Empowered service. If a guests request is legal and ethical the word no is not in our vocabulary. All of our employees are empowered to take care of our guests without asking
permission. Service is central to our culture and it is all about culture, not management, although we are also very efficient managers. Every week department heads meet with their
staffs and discuss our service principles, recognizing exceptional examples and dissecting
any service failures.
o Honor the 10/5 Rule
o Smile
o Project Empathy
o Project a Sense of Urgency
o Own the Problem (Dont Pass the Buck)
o Inspect what You Expect
Our first hotel, Hotel Valencia Riverwalk immerses its guests in San Antonios
rich old world Hispanic culture while also providing stunning modern conceptual designs and amenities. Setting the example for future developments, this
hotel showcases Valencia Groups unique ability to integrate local culture and
forward design flawlessly in order to create a place that is both welcoming and
memorable.
The 213-key Hotel Valencia San Antonio Riverwalk is located on the historic
Riverwalk in downtown San Antonio, Texas. In keeping with Valencia Groups
five brand standards, it is situated in an A location that is within walking
distance of a variety of popular dining and shopping areas. In 2014 Valencia
achieved a RevPAR penetration index of 129 at this hotel. The competitive set
includes the Omni La Mansion Del Rio, the Westin Riverwalk and the Hotel
Contessa, among others.
Hotel Valencia Riverwalk earned distinguished recognition in the November

2012 edition of Cond Nast Traveler magazines Top 100 Best in the United States
list. The hotel earned number 48 of US
properties. It also placed #4 in the
Southwest region. The Readers Choice
Awards are voted on by their 26,000
readers.
Hotel Valencia Riverwalk was also honored by Cond Nast Traveler magazine as
one of seven hotels in Texas listed on
their prestigious Gold List. The January
2014 edition was the third year for the
hotel to be named. Additionally, Valencia
Riverwalks restaurant Citrus earned
recognition by being named Best in
Town by San Antonio Magazine in 2013
The 212-key Hotel Valencia Santana Row is located in the heart of Silicon Valley in San Jose, California and is surrounded by a dynamic mix of upscale shopping, dining and entertainment. This hotel, which was designed and built by
Valencia, opened in July 2003 and achieved its fair share market penetration in
nine months. Since then it has outperformed its competitive set by a very large
margin.
A blend of European elegance and sleek contemporary design, Hotel Valencia
Santana Row creates an alluring environment that attracts guests in search of a
place that promises sophistication and comfort. It also happens to be the only
hotel on Santana Row and thus is an ideal location for those looking to explore
Santana Rows vibrant culture.
In 2014, Valencia achieved a RevPAR index of 133 at this hotel. The competitive set includes the Fairmont San Jose, the W Hotel Silicon Valley, the Kimpton Cypress Hotel, the Marriott San Jose, the Hyatt Santa Clara and the Joie De
Vivre Moorpark Hotel, among others.
Hotel Valencia Santana Row earned the

prestigious honor of making Cond Nast
Traveler magazines Gold List in 2014 for
the second year in a row. Additionally, in
2014 it was voted #17 in the Cond Nast
Traveler Best Hotels in San Francisco and
Northern California and made U.S. News
& World Reports Best Hotels In the USA
list.
The hotel was also honored in 2014 by
Travel + Leisure magazine as one of the
500 Best Hotels in the World. Additionally Santana Rows Vbar was featured in
Best of Silicon Valley magazine as one of
the best bars in the area. In 2013, the
hotels restaurant, Citrus, was named one
of the best restaurants in the region by
the magazine Best Bites in 2013.
The 244-key Hotel Sorella CityCentre is located in the Energy Corridor in Houston, Texas. This hotel opened in August 2009 and achieved its fair share of
market penetration in less than five months.
In 2014, Sorella achieved a RevPAR index of 149. The competitive set includes
the Westin Memorial City, the Omni Houston Westside, the Hilton Westchase
and the Marriott Westchase, among others.
Valencia was engaged to design, conceptualize, brand, co-develop and manage
the hotel for Midway Companies. While Valencia does not control the ownership of this hotel, it does maintain an ownership interest. Valencia brings its
owners mentality to the development and operation of this hotel. Brad Freels,
CEO of Midway, stated in Hotel Business, We selected Valencia Group because
they understand hospitality and were as passionate about the project as we are.
We talked to other groups and brands, but they already have their established
form, and to us, we felt like just another project for them.
Hotel Sorella earned the esteemed honor of being named number 22 on the
Cond Nast Traveler magazines Top 100 Best in the United States list and number 3 in the Southwest region. This is compiled from their Readers Choice
Awards which is voted on by 26,000 readers.
Hotel Sorella earned acknowledgement

by being named to Cond Nast Travelers
Gold for the past four consecutive years.
This particular list includes 510 of the
Worlds Best hotels, resorts and cruise
lines, which is gathered from the annual
Readers Choice Survey. On top of being
recognized with such an impressive
group, Hotel Sorella was named the best
hotel in Texas in 2014.
The Hotel was also honored with the
2012 Boutique & Lifestyle Lodging Associations (BLLA) Lifestyle Hotel of the
Year Award. In order to be eligible for a
nomination in the Lifestyle category, Hotel Sorella had to first fulfill key requirements which included: a unique style
and design, upscale amenities including
food & beverages, and personalized customer focus. Local destination and living
features were also taken into consideration.
The 132-key Hotel Sorella Country Club Plaza is located in Kansas City, Missouri. This hotel opened in November 2013 and achieved a first-year RevPAR
market penetration of 103.
Situated at Country Club Plaza, largely regarded as the Crown Jewel of Kansas City, Sorella exudes an ambiance of luxury and modernity and is surrounded
by numerous upscale shops and dining areas. Live entertainment and events are
scheduled daily at Country Club Plaza, making Sorella a convenient and desirable central location from which to explore all that the surrounding area has to
offer.
Hotel Sorella Country Club Plaza illustrates Valencia Groups strict attention to
detail. Each hotel item or component, ranging from the very large to the very
small, is personally inspected by an executive at the corporate level to ensure
that the final product is in line with the Valencia standards and values. Such meticulous attention is evident in each room of Hotel Sorella and is partly responsible in contributing to the high praise our hotels continue to receive.
Valencia assisted the owner, VanTrust, in the design of the hotel and manages the property under a third party management agreement.
Creating a hotel that coincides with Valencias standards not only depends on
providing an inviting atmosphere in each
room, but also on offering several quality
dining opportunities. Each guest is invited to experience fine Italian inspired cuisine at the in-house restaurant Rosso
which features excellent European food
selections and stunning views overlooking the tree tops of Brush Creek.
Only half a floor down will lead the
guest to the elegant Bar Rosso which
manifests a sense of sophistication
through its eye-popping dcor and beauty.
Taking the elevator down a few more
floors to the Lobby will place the guest
at Francescas, where he or she may start
the day with a hand-crafted espresso and
complimentary breakfast or end the
night with a soothing glass of wine.
The 123-key Lone Star Court opened December 2013 in Austin, Texas. Taking
care to incorporate Austins dynamic culture, Lone Star Court illustrates a perfect blend of traditional comfort with modern convenience. Located in the
high-end mixed-use development the Domain, this hotel is expected to perform
well against its competitive set in the months to come.
Lone Star Court illustrates Valencia Groups versatility and ability to create hotels that are unique to their location. For instance, where our previous hotels at
times take on a more European feel; Lone Star Court has succeeded in capturing the heart of Austin and the Texas hill country. It emphasizes an alluring
outdoor environment with fire pits, live music and a dipping pool that is reminiscent of country swimming holes. Guests sleep on beds with retro metal
headboards alongside deer horn lamps and when hungry, can enjoy Cajunspiced pork ribs with apple-jalapeno slaw and chipotle BBQ at the in-house restaurant. We even have our own gleaming food truck that turns out Texan classics like chili-Frito pie.
With its authentic Texan culture and its unique take on traditional southern
hospitality, Lone Star Court is sure to attract guests both foreign and local looking for a memorable experience.
Along with the food trucks, Lone Star

Court also provides the opportunity for
individuals to enjoy the best of local
Texan cuisine at The Water Trough.
Styled to create a rustic ambiance, The
Water Trough offers modern food and
drink coupled with comfortable homestyle dcor. The large indoor wood
burning fireplace and outdoor deck
surrounded by impressive fire pits and
water features makes it an ideal place to
relax while enjoying a signature cocktail
or meal.
Live music ranging from country blue
grass to rock will also be featured
throughout the week at The Water
Trough, creating an atmosphere that
harmoniously coincides with Austins
famous music scene.
Why do guests select a hotel?

All Hotels
Upper Upscale Hotels
Luxury
50%
54%
59%
Guest Experience Factors
48%
43%
47%
Location
42%
Price
Loyalty Program Points
Valencia hotels compete very successfully with

the major brands. The Internet has leveled the
playing field. Todays young consumers do not
trust corporations, are not brand loyal, and get
most of their information from the Internet.
The graph above depicts the selection criteria
of todays upscale traveler. As illustrated, the
top criterion for the upper-upscale traveler is
guest experience, being determinative for 50%
of these travelers. For nearly half of upperupscale travelers location is also critical. Price
is less so and the loyalty program points are
virtually unimportant.
29%
30%
18%
13%
14%
RevPAR is an acronym that stands for Revenue per Available Room and is a standard
measure of performance in the hotel industry.
It is calculated by dividing total rooms revenue
by available rooms or by multiplying occupancy by average daily room rate. A RevPAR index is a ratio that compares the performance
of a hotel to a select competitive set. The following graph shows Valencias RevPAR penetration relative to its competitors. For example, in 2013 Hotel Valencia Santana Row
achieved a RevPAR equal to 144 of the average of its competitors.
Hotel Valencia Riverwalk

Penetration
2014
2013
2012
2011
2010
2009
2008
Occupancy
120.3
120.6
106.7
108.0
111.5
108.9
109.7
Average Daily
Rate
RevPAR
107.4
108.3
114.9
113.7
111.9
110.8
111.1
129.2
130.5
122.6
122.8
124.8
120.7
122.0
Hotel Valencia Santana Row

Occupancy
103.5
108.5
107.0
115.9
119.5
126.8
116.6
Average Daily
Rate
RevPAR
128.1
132.2
139.9
141.2
140.8
138.2
130.0
132.6
143.5
149.8
163.6
168.3
175.3
151.6
Hotel Sorella CityCentre (opened November 2009)

Occupancy
108.1
112.4
114.2
117.6
119.9
Average Daily
Rate
RevPAR
138.1
144.0
145.8
145.3
129.3
149.2
161.9
166.6
170.8
155.1
Hotel Sorella Country Club Plaza (opened November 2013)

Occupancy
89.3
Average Daily
Rate
RevPAR
115.0
102.6
One of the myths about independent hotels is that they do well in good times but during recessions and in
time of stress they need a flag and a national reservation system to survive. The table on the previous page
illustrates that in 2007 Valencia Riverwalk had a RevPAR penetration of 121 and Valencia Santana Row had
a RevPAR penetration of 151. In September of 2008 the collapse of Lehman Brothers triggered the Great
Recession and the hotel industry languished. The two Valencias did not experience a downturn of any significance. The year 2009 was the worst year of the recession and 2010 was not much better. Riverwalks
RevPAR penetration remained stable in 2009 and increased slightly in 2010. Santana Row earned a 24-point increase. This does not mean that these Valencia hotels were not impacted by the market decline rather that
their branded competitors fared worse. You will notice that Santana Row Peaked in 2009 and has returned
to the 150 RevPAR penetration that it experienced in 2007. This does not translate into Valencia doing
worse than the previous three years; in fact, it is doing much better. The declining RevPAR penetration
simply reflects that the branded hotels are recovering from the market decline.
Some have raised the concern about an independent hotel being

able to ramp up as fast as a chain-affiliated hotel. Hotel Sorella is a case study in Valencias ability to achieve superior
RevPAR penetration in a very short time frame. When Hotel
Sorella CityCentre opened in November of 2009 (in the depths
of the Great Recession), no one had heard of Hotel Sorella and
many could not pronounce it. Sorella is Italian for Sister. In
spite of these handicaps and only two months of ramp up,
the two worst travel months of the year November and December, Hotel Sorella ran a 20-point occupancy premium above
its branded competitors and a 30-point rate premium during its
first year of operation. Likewise, Hotel Sorella Country Club
Plaza achieved more than its fair share in 2014, its first year of
operation. These industry assumptions about the strength of the
brands relative to well-conceived and run independent properties turn out to be false. It could be argued that, any hotel can
make itself look good by picking weak competitors to compare
itself to. The following table presents a list of the hotel properties in the Valencia competitive sets. With a RevPAR Penetration that far exceeds 100, it becomes clear that Valencia can and
does compete well against all the major brands.
Hotel Valencia
Riverwalk
San Antonio, TX
Hotel Valencia
Santana Row
San Jose, CA
Hotel Sorella
CityCentre
Houston, TX
Westin Riverwalk
Marriott San Jose
Marriott Westchase
Omni La Mansion del Rio
Hyatt Santa Clara
Marriott Energy Corridor
Marriott Plaza
Kimpton Cypress Hotel
Westin Memorial City
The St. Anthony Hotel
Fairmont San Jose
Embassy Suites Energy Corridor
Hotel Contessa (Benchmark
The Sainte Clare
Hilton Westchase
Embassy Suites Riverwalk
Dolce Hayes Mansion
Omni Hotel Westside
Emily Morgan Hotel
Moorpark Hotel
Crowne Plaza Riverwalk
Hilton Garden Inn Cupertino
Sheraton Hotel Gunter

Wyndham Riverwalk
We are very proud of the recognition we constantly

receive from our peers and travel professionals.
While Hotel Valencia and Hotel Sorella are upper
upscale concepts, not luxury, three of our hotels are
on the exclusive Cond Nast Gold List of the 510 best
hotels in the world. This is a very prestigious list
populated with luxury brands including Ritz-Carlton,
Waldorf Astoria, Four Seasons, St Regis, Mandarin
Oriental and similar luxury hotels.
Cond Nast Traveler Gold List

The Worlds Best Places to Stay
2015
Valencia
93.2 Hotel Sorella CityCentre
Houston, TX
84.8 Hotel Valencia Santana Row
San Jose, CA
90.8 Hotel Valencia Riverwalk
San Antonio, TX
This outstanding performance is accomplished through Valencias unique culture. We strive to instill a luxury
hotel culture in upper upscale hotels. In the front of the house, Valencia provides the service levels you
would expect in a Four Seasons or similar hotel. In the back of the house Valencia is as efficient as a Marriott. This translates into high RevPAR penetrations, high levels of guest satisfaction and Gross Operating
Profit levels in the mid-40% range where industry averages for full-service, upper-upscale hotels is typically
in the low 30s. Valencias culture focuses on uniqueness, individuality and character (integrity in all that we
do). Valencia executes its culture by only pursuing projects that can create a sense of place and are inspired
by timeless design.
We cross train all employees creating a true sense of teamwork. Each employee does it in his own way and
not by following a prescribed set of procedures that attempt to have a pre-defined answer for every possible
guest experience scenario. Because of this effective cross-training, Valencia can create real career paths and
promote from within. Marcus Latner, the General Manager of the new
Lone Star Court in Austin, started his career at Valencia ten years ago as a
valet parking attendant. Immediately prior being appointed GM, he was
Assistant General Manager at Hotel Sorella CityCentere. Another example is
Robert Leyva who began his career with Valencia ten years ago as a front
Marcus Latner desk attendant and now is the General Manager of Hotel Sorella Country
Robert Leyva
Club Plaza in Kansas City.
We connect the hotel to the community through special events that promote the hotels essence, having a
style and penchant for the extraordinary. Our community connection is enhanced through community service and environmental consciousness. We further execute our culture by: convening quarterly Green Committee Meetings to address hotel environmental concerns; convening monthly Safety Committee meetings to
address safety concerns; and through daily meetings at each hotel where hotel staff meet to prepare for the
day. The meetings focus on the days events and coordination issues, success stories and the Top 6 values of
the firm. We keep score through training standards and audits including mystery shopper programs, guest
feedback and employee feedback through our STARR (Service, Teamwork & Accomplishment Recognition
Reward) program. This culture results in exceptionally low employee turnover, averaging in the mid-20%
range versus the industry average of mid-70%s.
We are always on the lookout for new developments and currently have a few new potential projects
on the horizon. In the pipeline are two more hotel projects:
Hotel Alessandra Houston, Valencias new luxury brand, a 225-room icon in Downtown Houston is a joint-development by Valencia and Midway, an accomplished Houston-based
developer.
Hotel Alessandra Houston
The Texican Court Valencias 134-room, retro-inspired boutique concept being developed on
a site across from the Irving Convention Center in Irving, Texas. The property is expected to
open in 2016.
Texican Court
Cavalry Court Valencias 140-room hotel, inspired by Texas A&M Corps of Cadets Parsons
Mounted Cavalry. The property is expected to open in 2016.
Cavalry Court
Cattlemans Court Valencias 200 room hotel that embraces Fort Worths western heritage in a
contemporary vernacular.
Other projects in the pipeline are too premature to be included in this list.
Cattlemans Court
H O T EL V A LEN C I A
Hotel Valencia Santana Row

Tom Waits
Jessica Simpson
Tony Romo
Jennifer Tilley
Andy Roddick
Alicia Keys
Bill Clinton
Paul McCartney
Slip Knot
LeAnn Rimes
Michael Bolton
Carlos Santana
Seal
Creedance Clearwater
Gloria Estefan
Diana Ross
Donna Summer
Prince
Bill Maher
Macy Gray
Ludacris
Kelly Clarkson
The Prodigy
Josh Grobin
Nine Inch Nails (NIN)

Kenny Loggins
Michael McDonald
Mos Def
Moody Blues
JD and the Straight Shots (James
Dolans Band)
Crowded House
Martin Lawrence
George Lopez
Damon Wayans
DL Hughley
American Idol
So You Think You Can Dance
Spice Girls B Party
Crew for The Cure
Carrie Underwood
Crosby, Stills & Nash
Jabbawockeez
Hall & Oates
Lupe Fiasco
David Cook
Tony Bennett
Chicago
Wayne Gretzky
James Blake
Chris Tomlin
Israel Houghton
Oscar De La Hoya
Lil Wayne
Fall Out Boy
Britney Spears
The Grateful Dead
Elvis Costello
Robin Leach
Demi Lovato
Blondie
Earth, Wind and Fire
Cheech & Chong
Wonder Girls
Marc Anthony
Young Jeezy
Mary Chapin Carpenter
Lady Gaga
Harry Connick, Jr.
Foreigner
Diana Krall
Psychedelic Furs
Hotel Valencia Riverwalk

Bill Walton
Julius Irving
Nevil Shed
Patrick Ewing
Maurice Cheeks
Chris Webber
Dave Cowens
Clyde Drexler
Danny Ferry
Jeff VanGundy
Emmitt Smith
Amare Stoudemire
Bruce Bowen
Robert Reid
Lennox Lewis
Tracy McGrady
Jason Kidd
Dirk Nowitzki
Tony Hawk
Tom Kite
Justin Leonard
Gary Payton
Saxon
PJ Carlesimo
Foreigner
Jonas Brothers
Kenny Loggins
Randy Jackson
Paula Abdul
Simon Cowell
Ryan Seacrest
Sting & The Police
ZZ Top
Kathy Griffin
Colbie Caillat
David Blaine
Ricky Martin
Jada Pinkett Smith
Tim Robbins
Charlize Theron
Cheech Marin
Marc Anthony
Jennifer Lopez
Bill Cosby
John Mellencamp
George Carlin
Carol Burnett
Pat Benatar
Alanis Morissette
Amy Grant
Gloria Estefan
Tommy Lee
Velvet Revolver
Lee Ann Womack
Robert Cray Band
Little Big Town
Laura Bell Bundy
Miranda Lambert
Mayor Phil Hardberger
Ken Starr
Playboy Crewohn Quinones
Leeza Gibbons
Heather Cox
Buckcherry
Frank Bielec
Aly & AJ
Shinedown
Tool
Ryan Cabrera
My Chemical Romance
Paulina Rubio
Billy Currington
Tony Schumacher
Mark Jackson
Joe MontanaJason Ellis
George Thorogood
John Schneider
Ana Maria Canseco
Michael Mondavi
Paige DavisDeftones
Chelsea Handler
Big & Rich
Ja Rule
Will Downing
Jason Ellis
Pilar Montenegro
Mary Wilson
Josh Kelley
Goo Goo Dolls
Los Lonely Boys
Bare Naked Ladies
Ryan Adams
Blake Shelton
Johnny Mathis
Stone Temple Pilots
Johnny Lee
Ben Crenshaw
Christy Proctor
Joe Perry
Randy Montana
Kix Brooks
Ronnie Dunn
Lady Antebellum
Reba McEntire
Deftones
Picabo Street
Bo Bice
Cowboy Troy
Switchfoot
Josh Groban
Larry Mullen
Lee Ann Womack
Ryan Adams
Blake Shelton
Johnny Mathis
Stone Temple Pilots
Johnny Lee
Ben Crenshaw
Christy Proctor
Faber Dewar
Robert Cray Band
Little Big Town
Laura Bell Bundy
Miranda Lambert
Mayor Phil Hardberger
Ken Starr
Playboy Crew
John Quinones
Hotel Sorella CityCentre

Ralph Garman
Kevin Smith
Corey Feldman
John Wayne
Mario Lopez
Nick Cannon
Pauly Shore
R. Kelly
Paul Rodriguez
Christopher Titus
Shawn Halpin
Courtney Taylor
Sugar Sammy
Joseph Hebert
Jo Koy
Gemma Hebert
Adam Hammer
Rob Schneider
John Witherspoon
Paul Mooney
Donnell Rawlings
Ralphie May
Dave Attell
Maz Jobroni
Jim Jefferies
Michael Winslow
Michael Davis
Lavelle Crawford
John Johnson
Anita Crawford
Sebastian Maniscalco
Ms. Pat
Angela Johnson
Shawn & Marlon
Wayans
Charlie Murphy
Arnez J
Carlos Mencia
Kevin Costner
Billy Gibbons
Aries Spears
Michael Blackson
Red Grant
Bill Belamey
Spinderalla (Deidra Roper)
A reflection of our passion and dedication, Valencia Group has earned an impressive number of awards in a
broad range of categories. We are committed to providing our guests with an unparalleled experience, and
over time this commitment has been recognized on several levels.
Recognition for our San Antonio, TX hotel Hotel Valencia Riverwalk
2014
Cond Nast Traveler - Gold List, Worlds Best Places to Stay

Cond Nast Traveler Readers Choice, #4 Best Hotels in Texas & The Southwest
2013
Travel + Leisure 500 - Worlds Best Hotel

San Antonio Magazine - Best in Town: Citrus Restaurant
U.S. News & World Reports - Best Hotels in the USA
2012
Cond Nast Traveler Gold List, Worlds Best Places to Stay

U.S. News & World Reports Best Hotels in the USA
AAA - Four Diamond Award
AAA - Four Diamond Award: Citrus Restaurant
San Antonio Express News Readers Choice gold Award, Best Hotel Restaurant: Citrus Restaurant
Open Table, Diners Choice List
The Knot 2012 Best of Weddings Winner
CMUS Talk of the Town Award for Excellence in Customer Satisfaction: Vbar
2011
Cond Nast Traveler Readers Choice Awards, Top Hotels in the United States
AAA Four Diamond Award
AAA Four Diamond Award: Citrus Restaurant
Travel + Leisure 500 The Worlds Best Hotels
The Knot Best of Weddings Winner
San Antonio Express News Readers & Critics Choice, Best Hotel Restaurant: Citrus Restaurant
Texas Meetings & Events Best of the Industry Readers Choice Awards, Best Hotel with Meeting
Space, Southern Region
Texas Meetings & Events Best of the Industry Readers Choice Awards, Best Holiday Event Venue
2010
San Antonio Magazine Best Hotel Bar: Vbar

Cond Nast Traveler Readers Choice, Top 100 United States Hotels
Texas Meetings & Events Magazine Best of 2010 Readers Choice, Best Hotel with Meeting Space
Open Table Diners Choice Winner, Fit for Foodies
Open Table Diners Choice Winner for a Special Occasion
Open Table Diners Choice Winner for Romantic Dining
Open Table Diners Choice Winner in San Antonio
Where the Locals Eat Editors Choice, Best Restaurant in San Antonio
ADDY Awards Regional Integrated Marketing Category, Wedding Experience
Shopacrosstexas.com Top Four Places in Texas for a Romantic Dinner
Expedia - Insiders Select Award
San Antonio Current Readers Pick, Best Hotel Bar: Vbar
San Antonio Express News Best Hotel Restaurant in San Antonio: Citrus Restaurant
2009
Adrian Awards Web Marketing Bronze Award (HeBS)

Elite Meetings International Top Incentive and Meeting Property in North America
Convention South Readers Choice Award Winner
Recognition for our San Jose, CA hotel Hotel Valencia Santana Row
2014

U.S. News & World Report's Best Hotels in the USA
Vbar: "Best of Silicon Valley" Metro Best of Silicon Valley
Travel + Leisure 500, World's Best Hotel
Cond Nast Traveler Readers Choice, #17 Best Hotels in San Francisco and Northern California
2013

Best Chefs in America Robert Sapirman, Citrus Restaurant

Best Bites Best Restaurants in the Region: Citrus Restaurant
2012
Trip Advisor Certificate of Excellence Award

2011
Gold Magellan Award Hotels and Resorts, Web Marketing & Advertising
METRO Newspaper The Best of Silicon Valley, Best Hotel Bar, 2nd Place: Vbar
Michelin Guide Recommended
2010
2009
Trip Advisor for Business Certificate of Excellence

Cond Nast Travelers Readers Choice, Top 100 United States Hotels
METRO Newspaper Best of Silicon Valley
o 1st place for Best Boutique Hotel
o 2nd place for Best Luxury Hotel San Jose
o 1st place for Best Hotel Bar
o 3rd place for Best Martinis
Expedia Insiders Select Award
Open Table Diners Choice Winner
Michelin Guide - Recommended
Michelin Guide Recommended

Summit International Awards Creative Accomplishments, Bronze Award (HeBS)
Recognition for our Houston, TX hotel Hotel Sorella CityCentre

2014

U.S. News & World Report's Best Hotels in the USA
Cond Nast Traveler Readers Choice, #1 Best Hotels in Texas & The Southwest
Houston Chronicle Radio Milano, #7 Top 10 Restaurants in Houston
2013

2012
Boutique & Lifestyle Lodging Association Lifestyle Hotel of the Year

Trip Advisor Certificate of Excellence Award
Trip Advisor Travelers Choice Award
2011
Cond Nast Traveler Readers Choice Awards, Top Hotels in the United States
2010
Fortune Top 15 New Business Hotels

Cond Nast Traveler Readers Choice Awards, #11 Ranking
Expedia Insiders Select Award
CultureMap One of Houstons Hottest Pools
Houston Business Journal Finalist, 2010 Landmark Awards
IIDA: Texas/Oklahoma Chapter Design Excellence Award
KPRC-TV Houstons Best Survey, Top Pool
Wallpaper Magazine Best Business Hotels in the World
Doyle A. Graham, Jr. Founder, President and CEO

Doyle A. Graham, Jr. is founder, President and CEO of Valencia Group, a privately-held corporation focusing on the acquisition, development and management of
hotel properties. Doyle grew up in the hotel industry, spending his first five years
living in the Hotel Galvez, then managed by his father. Development and management of hotels began with Hampton Inn and Homewood Suites hotels in Austin.
The Hampton Inn Downtown embraced the citys architecture and culture with
every detail, winning numerous design awards.
After developing four Hilton-branded hotels, Doyle, being frustrated by brand constraints, developed independent, upscale hotels taking their inspiration from the Grande Dame hotels his father managed in the
40s and 50s. Doyles first three hotels, on San Antonios Riverwalk; in San Jose, California; and west Houston were honored by their inclusion in the Cond Nast Traveler's Gold List of the 510 best hotels in the
world.
As the visionary and inspiration behind these award-winning, European-influenced, luxury hotels, Doyle recruited and inspired an experienced team to develop and operate these properties; two more hotels were
added in 2013 and three more will break ground in 2014.
Prior to forming Valencia Group, Doyle served as President of Eland Investment Corporation and as cofounder of Molke & Graham, Inc., both Houston-based private merchant banking firms. Those companies
were active in the energy, environmental and hospitality industries. They were successful in completing the
sale of a consolidated energy/environmental company to Baker Hughes, Inc. in 1990 and served as the lead
investor and managing partner of the investor group.
Doyle developed an energy lending background with RepublicBank in Dallas in 1983 where he worked in the
Energy Department. During this time, he was engaged in oil and gas lending and also had the opportunity to
work within RepublicBank Energy Finance Corporation, a wholly-owned subsidiary of the bank that specialized in mergers and acquisitions of energy companies.
Doyle graduated from Texas A&M University with a degree in Economics. He later received a Masters of
Finance from the same institution.
Jeffrey S. Rawson Managing Director

Jeffrey S. Rawson serves as the Managing Director of Valencia Group. Since 1999,
Mr. Rawson has been responsible for lender, investor and joint-venture partner relations including sourcing and structuring debt and equity, securing joint-venture opportunities and managing, in collaboration with the CFO, all legal matters regarding
the company. He also oversees operations, finance and administration for the company and advises the President on matters of strategic significance for the company.
Mr. Rawson is also President of Merrick Capital Corporation, a Houston-based private equity investment company. Merrick is focused on investing primarily in the energy industry, railcar
transportation equipment and de novo banking. Through Merrick, Mr. Rawson has conducted over $1.2 billion in transactions since inception.
Beyond Merrick, Mr. Rawson also serves in various capacities for a number of closely held enterprises, family
trusts as well as third-party enterprises in diverse investments both, domestic and international. He maintains
a strong working relationship with many local, national and international banks and is involved with many
groups and charities, including the Houston Energy Finance Group, Ronald McDonald House of Houston,
The Womens Home, Small Steps Nurturing Center, Eagle Ranch for Boys and Girls, Young Life and The
Rotary Club of Houston. Prior to forming Merrick in 1970, Mr. Rawson was employed by Shell Oil Company, Trans Union Corporation and Security Pacific National Bank (now Bank of America).
Mr. Rawson graduated from the University of Florida receiving a Bachelor of Science in Business Administration with Honors. He served the United States Air Force from 1968-1972.
John M. Keeling Executive Vice President

John Keeling, formerly SVP and Shareholder with PKF Consulting, has served as
EVP with Valencia Group for the past five years. Prior to his 17-year affiliation
with PKF Consulting, Mr. Keeling spent 14 years with Laventhol & Horwath, a
Philadelphia-based CPA and consulting firm. As Regional Managing Partner, he
oversaw the real estate consulting practices of the Southwest region, which included offices in Houston, Dallas, St. Louis and Denver and a scope of work ranging
from financial structuring of complex real estate projects to the negotiation of hotel management contracts.
Mr. Keeling, a noted lecturer, teacher, author and authority on hotel matters, brings 40 years of experience in
hotel consulting, brokerage, and appraisal to Valencia Group. After graduating cum laude from UCLA, he
earned an MBA in Hotel Management from Michigan State University. He began his hotel career at the
Marriott Twin Bridges in Arlington, VA and, after several expedited promotions and moves, left Marriott in
Dallas to Join L&H in Houston. He often guest lectures at the Conrad N. Hilton College of Hotel & Restaurant Management at the University of Houston, the Jones Graduate School of Business at Rice University
and participates in a class on hotel design at the Rice University School of Architecture.
Mr. Keelings numerous professional affiliations include the AICPA (CPA), the Counselors of Real Estate
(CRE), The Appraisal Institute (MAI), and the Urban Land Institute. He is on the Advisory Board of the
Boutique & Lifestyle Lodging Association and is Chairman of the Board of Directors of the Hotel & Lodging Association of Greater Houston., and serves on the executive committee of the Greater Houston Convention and Visitors Bureau. Mr. Keeling serves on the Real Estate & Development Advisory Council for
The School of Hospitality Business at Michigan State University.
David A. Miller Chief Financial Officer

David A. Miller joined Valencia Group in January 2008 as its Chief Financial Officer. As CFO, Mr. Miller leads all aspects of the companys financial activities,
including accounting and reporting, strategic financial planning and analyses,
commercial and legal compliance, internal controls, treasury management and
project finance, mergers, acquisitions and divestiture, risk management, tax strategies and investor relations. Mr. Miller is integral to project development through
presentations to prospective business partners, advising on deal structure, document negotiations and feasibility analyses.
Prior to joining Valencia Group, Mr. Miller was Senior Vice President and Chief Financial Officer of Integrated Electrical Services, Inc. (IES), a $1 billion NASDAQ-listed electrical contracting solutions provider to
the commercial, industrial, residential and service markets.
During his 9-year tenure at IES, Mr. Miller held several positions including Chief Accounting Officer and
Controller. While at IES, Mr. Miller led all aspects of the financial function, guided the company through a
restructuring of the companys capital structure, integrated and advised on over 70 acquisitions and divestitures and negotiated numerous capital markets transactions.
Prior to 1998, Mr. Miller worked for Houston Cellular Telephone Company (now AT&T) in private industry. Mr. Miller began his career in public accounting at Arthur Andersen LLP.
Mr. Miller holds a Bachelor in Business Administration and a Master in Professional Accounting from the
University of Texas at Austin McCombs School of Business. Mr. Miller is an active member of Financial Executives International and is a Certified Public Accountant.
Roy A. Kretschmer Executive Vice President of Operations

Roy A. Kretschmer is Vice President of Operations for Valencia Group. Mr.
Kretschmer joined Valencia Group in 2001 as the Hotel Valencia Riverwalks
opening General Manager and has more than 20 years of experience in luxury and
upscale hotel management and operations.
Mr. Kretschmer began his career in 1990 with Four Seasons Hotels and Resorts as
a corporate recruit and spent nearly five years in various progressive management
positions. In 1994, Mr. Kretschmer joined the La Mansion Del Rio, then a Four
Star independent luxury Preferred Hotel and Resort on the San Antonio River Walk, and served as their
Rooms Division Manager.
Mr. Kretschmer later became the Assistant General Manager of Outriggers Four Star Plaza San Antonio
Marriott (formerly Four Season San Antonio). In 1999, the Plaza was recognized as the top-rated Marriott in
customer service and overall satisfaction in the South Central United States Market.
Prior to joining Valencia Group, Mr. Kretschmer was the Director of Rooms at the Omni Houston Hotel
(formerly Four Seasons on the Park), recruited specifically to regain the AAA Five Diamond designation,
which was achieved that very year. During his tenure, the hotel was also awarded the top score for customer
service in the company as measured by J.D. Power and Associates, and achieved one of the highest employee
satisfaction results, measured through company-wide survey. In response to these achievements, Mr.
Kretschmer was designated to lead a service training initiative program throughout the country at designated
Omni Hotels.
Mr. Kretschmer graduated from the Honors Program of the University of Nevada, Las Vegas, and holds a
Bachelor of Science degree from their renowned College of Hotel Administration.
7jZ[T[f VI
monday properties
Since 2002, Monday Properties has completed $7.8 billion worth of real estate on 27 transactions
representing 17.5 million square feet in the New York City and greater Washington, D.C. markets.
W A S H I N G T O N ,
D . C .
M o n d a y
P r o p e r t i e s
F O C U S E D
A N D
F L E X I B L E
M O N D A Y P R O P E R T I E S I S A D Y N A M I C R E A L E S T A T E I N V E S T M E N T F I R M that
operates all of the properties in its growing portfolio. Founded in 1998, the company focuses primarily on
two of the worlds most competitive real estate markets: New York City and the greater
Washington, D.C. metro area, as well as the emerging energy and petroleum real estate markets.
This disciplined regional concentration has enabled us to make intelligent real estate decisions based
on an intimate knowledge of the marketplace, and build lasting relationships with investors, tenants,
brokers, financial institutions, and real estate industry peers.
With a flexible, entrepreneurial culture and an owner-operator mindset, Monday Properties is committed to
aligning its interests with the diverse strategies and requirements of our investment partners. We make
smart decisions that enhance an assets long-term value and invest our own capital in every deal. Our
straight-forward approach to investment fosters clear communication and common goals. And it also
underscores Mondays disciplined but flexible approach to asset capitalization:
1.
Acquire an asset for its fundamentals and long-term potential.
2.
Link the right partner with the right asset.
3.
Set a simple and fair equity structure.
4.
Establish debt that will endure cash flow changes, often the result of accelerated leasing.
5.
Work with partners to evaluate exit strategies and recapitalization opportunities.
Monday Properties provides comprehensive real estate services with a talented team of professionals,
including asset and investment managers, property managers, financing and accounting managers,
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value is directly linked to our creative vision as an experienced operator and our capability to deftly
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Moreover, our senior executives have dedicated their careers to the dynamic business of real estate
a distinction that affects every aspect of the firms performance, from its strong relationships to its
impressive results. Most important, Monday Properties stands apart for its conduct, bringing
honesty, integrity, and the highest ethical standards to our investments and services.
Washingtons highest tower:

in October 2010, Monday
Properties broke ground
on 1812 North Moore Street.
Designed to achieve
LEED-Platinum, the 35-story
building is the tallest in the
metropolitan region.
M o n d a y
P r o p e r t i e s
D E T A I L E D
A N D
D E C I S I V E
AT M O N DAY P R O P E R T I E S , W E M A N AG E I N V E S T M E N T S TO C R E AT E VA LU E .
The period during which Monday holds an asset involves countless details and critical decisions, and
by leveraging our full-service capabilities we are able to skillfully implement each investment plan. The
success of our investments rests on the decisions our people make every dayan investment philosophy
that is more complex than simply buying at the right price. With a team of talented professionals, we
provide all of the fundamental investment management and operations services for our properties.
A C Q U I S I T I O N S
M A N A G E M E N T
A N D
I N V E S T M E N T
M O N D A Y S A C Q U I S I T I O N S T R A T E G Y I S S I M P L E A N D E F F E C T I V E : acquire well
located assets with operating challenges. We then enhance asset value through improved operations
and leasing, or with capital programs to reposition or redevelop the property. As a long-term investor, we
approach assets as permanent investments. Yet, in order to take advantage of changing circumstances,
we continuously measure asset performance and consider alternatives for our investment partners and
ourselves.
Monday balances detailed, bottom-up analysis with practical expertise. This blended methodology
reflects the ability of our senior management team to assess real estate fundamentals in all economic
climates. Just as we recognize the practical realities of bringing change to a property, we view asset
fundamentals as the primary rationale for making a sound investment that can withstand sudden market
changes.
As an investment manager, Mondays approach is highly collaborative, empowering team members
to act decisively. We focus the integrated expertise of our senior property management, leasing,
and financial services professionals to implement results-oriented business plans. Regardless of our
equity position, we manage our investments as an ownera strategy that aligns Monday with
its partners.
Today, in
in New
NewYork
York City
City and
and
Today,
Washington, D.C.,
D.C.,Monday
Monday
Washington,
Properties owns
owns and
and operates
operates
Properties
5 million
6.1
million square
square feet
feet in
in aa
11-office-building portfolio
portfolio with
with
14-office-building
high occupancy
occupancy and
and tenant
tenant
high
retention rates.
rates.
retention
M o n d a y
P r o p e r t i e s
L E A S I N G
A N D
M A R K E T I N G
M O N DAY S I N - H O U S E T E A M O F S P E C I A L I S T S M A N AG E S A L L A S P E C T S O F
T H E L E A S I N G P R O C E S S from market analysis and asset plan assessment to market penetration
and full lease negotiations. The result is an integrated program of customized leasing and marketing
strategies. Our transaction record includes some of the worlds most successful and well known
companies, including Allbritton Communications, The Associated Press, BAE Systems, Boeing,
Citibank, Cond Nast, General Dynamics, ING, Mizuho Capital, Northrop Grumman, Novartis,
Simon Property Group, and Six Flags.
In the greater Washington, D.C. market, the long-term tenure of Mondays senior leasing and marketing
professionals includes extensive experience negotiating major GSA leases with federal agencies. This
significant expertise, coupled with our understanding of contracting protocols, has been invaluable to
our partners and clients.
In addition to our thorough market knowledge, our strong relationships with tenants and real estate
brokers are key to Mondays leasing success. Brokers and tenants know we honor our commitments, make
fair deals, and respond to their specific needs. Our success in both the New York and Washington, D.C.
markets reflects our long-term horizon for building and sustaining relationships.
P R O P E R T Y
MONDAY
M A N A G E M E N T
PROPERTIES
IS
QUALITY-DRIVEN
O W N E R - O P E R A T O R that
manages each property with professionalism, efficiency, and attention to detail. We encourage assertive
collaboration among operations, accounting, leasing, and asset management personnel. This
professional environment ensures that tenant satisfaction and value creation are at the forefront of our
ongoing decision-making.
With an in-house team of management specialists overseeing every aspect of building
operationsfrom building engineering, maintenance, and security to accounting and financial
reportingMondays investment partners benefit from our experience and marketplace relationships.
We are able to leverage economies of scale through portfolio bidding and obtain better pricing through
deep vendor relationships. Monday also enjoys the considerable benefits of labor harmony in a union
environment. Most significantly, the free flow of information from on-site personnel to our senior
management team is essential to address immediate and long-term opportunities.
On a case-by-case basis, Monday Properties provides third-party property management services,
supporting clients who benefit from our asset knowledge and market depth. Just as we do with our
investment partners, Monday takes a collaborative approach to these assignments, offering our clients
strategic counsel and expertise as they implement their investment plans. Furthermore, our internal
integration of investment management and property management teams provides clients our strategic
perspective as an owner.
Monday Properties has managed

over $170 million in capital
improvements and tenant
alterations since 2002.
M o n d a y
P r o p e r t i e s
D E V E L O P M E N T
TOGETHER
WITH
COMPONENT
OF
PROPERTY
M O N DAY
ACQUISITIONS,
PROPERTIES
DEVELOPMENT
GROWTH
S T R AT E G Y.
IS
KEY
Our senior
management team has hands-on experience with developing and repositioning commercial properties,
and we actively pursue projects that will enhance real estate values.
In Manhattan, we focus on opportunities to add value, and have redeveloped and repositioned
commercial assets such as 230 Park Avenue, 350 Madison Avenue, and 1440 Broadway, where we
completed major leasing and capital programs. Each of these properties experienced significant
retenanting during major renovations to public areas, building systems, and tenant spaces. Monday has
managed more than $115 million of improvements in these buildings.
Our experience also includes 260 Park Avenue South, a highly successful 109-unit condominium
conversion project with an average sales price exceeding $1,200 per square foot. We will continue to
pursue similar opportunities by combining our operating capabilities with the joint investment skills of
our partners.
In Northern Virginia, where our portfolio consists of well tenanted properties of varying age, we target
selective projects to reposition assets for better rent potential and enhanced value. Arlington, Virginia
is home to the Monday development of 1812 North Moore Streeta 580,000-square-foot, trophy
class office building. Situated across the Potomac River from historic Georgetown, the new tower rises 390
feet above the Rosslyn Metro station as the regions tallest building. This premier property, designed to
achieve LEED Platinum certification and delivered in Fall 2013, showcases Mondays expertise in the many
demanding aspects of completing a successful urban development.
In the emerging Energy and Petroleum real estate market, Monday Properties is leading the acquisition
and development of 575 multi-family rental units in housing-challenged Williston, North Dakota. When
completed, the project will comprise 16 multi-family buildings valued at more than $100 million. These
projects address the immediate opportunity to provide permanent housing for the Bakken regions rapidly
growing workforce, with the strong possibility of additional development projects in the future.
C O N S T R U C T I O N
M A N A G E M E N T
M O N D AY P R O P E R T I E S E M P LOY S A S K I L L E D CO N S T R U C T I O N M A N A G E M E N T
T E A M T H A T O V E R S E E S L A R G E C A P I T A L P R O J E C T S , including facade restorations,
lobby renovations, tenant alterations, LEED certified environments, and building systems upgrades. In
Virginia, we also operate as a general contractor for tenant interiors projects, and as the construction
manager for base building improvements. Our senior construction professionals have several decades of
experience as the general contractor for new building construction, as well as major base building
renovations and tenant-improvement projects. The teams experience includes the construction and
redevelopment of more than 2 million square feet of Class-A properties in Arlington, Virginia.
Monday Properties is committed to meeting the highest standards of

sustainability through the companys activities. We construct LEED-certified
tenant spaces and implement programs to upgrade existing assets to high
performance properties in the nations most competitive markets.
M o n d a y
P r o p e r t i e s
S A V V Y
THE
A N D
PROFESSIONALS
AT
S T R A T E G I C
M O N D AY
PROPERTIES
ARE
DYNAMIC
AND
H I G H L Y M O T I V A T E D I N D I V I D U A L S whose comprehensive expertise is rooted in hands-on

ownership of real estate. With diverse but complementary backgroundsfrom private and family-run
owner-operators to institutional investment firmsthe executive management team at Monday brings a
range of perspectives to the analysis and management of every asset. In fact, our intimate knowledge of
investment strategies and ability to realize the value inherent in the assets we acquire can be attributed
to this considerable breadth of experience.
Whats more, Mondays creative, entrepreneurial culture rewards a collaborative team approach
to the management and operation of our portfolio. We work hard to find the best solution to a
problem, encouraging open and direct dialog at all levels. And our team stands apart for its honesty,
integrity, and desire to set the industry standard for professionalism.
With more than three million

square feet of exceptionally located
office space, Monday Properties
is Rosslyns largest and most
committed landlord. The New York
Times calls this metro DC submarket

an oasis of prosperity.
L E A D I N G BY E XA M P L E I S T H E M O N DAY P R O P E R T I E S E X E C U T I V E MA N AG E M E N T T E A M :
ANTHONY WESTREICH
Chief Executive Officer
DANG PHAN
Co-President and
Chief Investment Officer
TIMOTHY HELMIG
Co-President and
Chief Operating Officer
A n t h o n y We s t r e i c h e s t a b l i s h e d
Monday Properties multi-market growth
strategy with the 2004 acquisition of
N e w Yo r k C i t y - b a s e d M a x C a p i t a l
Management Corporation and its
4 million square foot portfolio. His
oversight extends to all facets of the
companys development, construction
management, asset management,
p ro p e r t y m a n a g e m e nt, a n d l e a s i n g
services. Mr. Westreich has built
an organization committed to sound
investment practices and uncompromising professional standards.
A s C h i e f E x e c u t i v e O f f i c e r, M r.
We s t r e i c h l e a d s a l l o f t h e f i r ms
business activities with particular
involvement in capital transactions and
major development projects. Under his
leadership, the firm has transacted on
$11.2 billion worth of real estate on 53
p ro p e r t i e s re p re s e nt i n g 2 5 m i l l i o n
square feet.
Mr. Westreich serves on the board of
both the Grand Central Partnership and
the Lincoln Center Real Estate and
Construction Council as well as is a
governor of the Real Estate Board of
New York. Mr. Westreich is a graduate of
Southern Methodist University and
completed the Owner/President
Management Program at Har vard
Business School.
Dang Phan initiates, develops and leads

the implementation of the firms overall
investment strategy and its new business
initiatives. In addition, he is responsible for
developing capital-raising strategies and
investor relationships to fund Monday
Properties investment opportunities, in a
manner consistent with the firms objectives of excellence in investment performance, risk management, transparency, and
investor service.
Prior to joining Monday Properties, he
served for nearly three decades with leading firms in real estate finance and private
equity. During the last 20 years, Mr. Phan
has been a senior principal, COO and/or
CFO of three premier, global real estate
private equity fund businesses at Goldman
Sachs (Whitehall funds), Donaldson, Lufkin
& Jenrette (Real Estate Capital Partners
funds), and Soros Fund Management
(Soros Real Estate funds) and its successor
Grove International Partners (Grove funds).
He has participated in and/or led the
formation and management of eight
global real estate private equity funds with
investor commitments in excess of $9
billion and portfolios spanning a wide
variety of asset classes, property types
and U.S. and international locations.
Mr. Phan graduated from the University
of Pennsylvania as a Benjamin Franklin
Scholar, with honors and a B.S.E.E. in
Computer Science and Engineering,
and received his Master of Business
Administration from Harvard Business
School. He is a member of the Council
on Foreign Relations and a Trustee of
two leading independent schools.
Tim Helmig directs all Monday

Proper ties development projects,
existing portfolios and operations. With
more than two decades of experience
in commercial and residential real
estate development, Mr. Helmig is a
recognized industry leader.
Prior to joining Monday Properties,
Mr. Helmig was a partner at Westfield
Realty, where he led lease transactions
totaling approximately $1 billion.
Among numerous notable transactions,
he negotiated a 90,000 square foot
lease for 1000 and 1100 Wilson
B o u l e v a r d w i t h Wa s h i n g t o n , D. C .
network television affiliate WJLA. In
addition to this fifteen year, $60-million
deal, he was responsible for lease
transactions with major federal
agencies and high-profile companies
such as Boeing, Northrop Grumman,
Raytheon Company, the U.S. Department
of State, and the U.S. Patent and
Trademark Office.
In the Rosslyn, Virginia submarket of
the Washington, DC metropolitan area,
he led the development of 1812 North
Moore Street, a 580,000 square foot
LEED Platinum trophy office tower, and
the entitlement of 1400 Key and 1401
Wilson Boulevard, a 900,000 square foot
mixed-use development project.
Mr. Helmig is a graduate of American
University.
THERESA PISCITELLI
Executive Vice President and
Chief Financial Officer
RICHARD BROOKSHIRE
Executive Vice President,
Director of Acquisitions and
Investment Management
RON POLLACK
Executive Vice President,
Business Development
Theresa Piscitelli heads the accounting

and financial compliance areas for
Monday Properties. Her team provides
all property, investment, financial and
partnership reporting. Prior to joining
the company, Ms. Piscitelli was a senior
director with Tishman Speyer, responsible
for overseeing the fir ms financial
reporting to private and institutional
investment partners. During her 16-year
tenure with the firm, she was actively
involved in each privately held fund
that Tishman Speyer launched, as well
as the lead accountant for the companys
$405-million Australian public offering
in 2004.
Ms. Piscitellis distinguished career
also includes a senior accounting and
finance role with a New York-based
owner and commercial developer and a
senior auditing position with Kenneth
Leventhal and Co., a public accounting
firm specializing in real estate. She is a
graduate of Long Island University with
a degree in public accountancy, and is a
cer tified public accountant. Ms.
Piscitelli is a member of WX New York
Women Executives in Real Estate.
Richard Brookshire directs all acquisitions

and capital transactions for the firm and
leads investment management of the
companys operating portfolio. Since
joining Monday Proper ties, he has
executed over $9.8 billion in capital
transactions, including the acquisition of
230 Park Avenue and the 11-asset Rosslyn,
Virginia office portfolio.
Prior to joining Monday Properties,
M r. Brookshire held a number of
acquisition, disposition and portfolio
management positions with Tishman
Speyer, where he focused on direct real
e s t a t e i n v e s t m e n t s i n m a j o r U. S .
markets. Earlier, he worked at Arthur
Andersen as an advisor to clients on real
estate transaction, valuation and due
diligence assignments.
Mr. Brookshire is a graduate of Wake
Forest University and a member of the
Real Estate Board of New York and the
Urban Land Institute.
Ron Pollack leads the companys new

business initiatives. He is responsible
for enhancing the companys ability to
source strategic investment opportunities,
and expanding the development of
Mondays investment strategies.
Mr. Pollack began his career in real
estate investment banking, at Goldman
Sachs and Drexel Burnham Lambert. He
subsequently joined the hedge fund
Feshbach Brothers where he specialized
in real estate related equities and
financials. Ron then became founder
and chief investment officer of his own
$1 billion firm, Bulldog Capital, which
managed a family of equity long-short
hedge funds across various industries,
including real estate, energy, consumer,
healthcare and technology. Ron merged
Bulldog into the M onitor Group, a
global consulting firm with investment
affiliates including private equity and
venture capital, where he became a
partner. Ron later left Monitor to pursue
real estate development opportunities,
other investments and various advisory
projects.
Mr. Pollack graduated with a B.A. in
economics and political science (with
distinction) from Yale University (Magna
Cum Laude) and from Harvard
University with both J.D. and M.B.A.
degrees.
A G O O D N A M E S T A N D S T A L L E R
T H A N T H E T A L L E S T B U I L D I N G
Corporate Headquarters:
230 Park Avenue
Suite 500
New York, NY 10169
t e l : 212.490.7100
fax: 212.949.6413
W W W . M O N D A Y R E . C O M
Regional Office:
1000 Wilson Boulevard
Suite 700
Arlington, VA 22209
tel: 703.284.0200
fax: 703.524.7667
7jZ[T[f VII
perez architects
ARCHITECTURE
ENGINEERING
PLANNING
INTERIORS
LANDSCAPE
CONSTRUCTION
DEVELOPMENT
Company Profile
FireKeepers Casino, Battle Creek, MI
PEREZ, APC has been providing clients with exceptional

design and construction services since 1940. Headquartered
in New Orleans, Perez maintains a staff of 45 and branch
locations on the East Coast, Gulf Coast, Midwest, and West
Coast.
Crowne Plaza Hotel (now the W), New

Orleans, LA
Perez in-house service offerings include architecture,

landscape architecture, design-build, construction, real estate
development, interior design, and planning. We have provided
creative design solutions for hotels, casinos, restaurants,
retail, convention centers, historic renovations, housing,
corporate interiors and more. We draw upon our diverse
experience to deliver innovative designs that address the
unique needs of each project, on schedule and within budget.
For example, in 2009 we completed design of the 240,000
month early, and $3 Million under budget. Our excellent past
performance record is demonstrated by our 90% repeat client
rate.
Perez and its staff have been honored with many awards for
excellence in design, project management, and community
Growing Companies in the United States by the Initiative for
a Competitive Inner City. Perez has also been named one of
the Top 500 Women-Owned Companies in the United States
by DiversityBusiness.com for each of the past four years.
Renaissance Arts Hotel, New Orleans, LA

317 BURGUNDY STREET, SUITE 11, NEW ORLEANS, LOUISIANA 70112
TELEPHONE 504.584.5100 FACSIMILE 504.584.5140 www.e-perez.com
Company Profile
COMPANY INFORMATION
70+ year history
Headquarters in New Orleans
ND, Houston, Los Angeles, Mobile, Biloxi,
Phoenix, San Francisco & Washington DC
CONTACT INFORMATION
Thaddeus Kosciuszko Memorial & Museum,
Philadelphia, PA
Angela OByrne, President

Tel: 504.584.5100
Fax: 504.584.5140
Email: aobyrne@e-perez.com
Website: www.e-perez.com
PRIMARY SERVICES
Architecture
Design-Build
Real Estate Development
Construction
Interior Design
Landscape Architecture
Master Planning
Needs Assessments
Program Management
DIFFERENTIATORS
Practical, Affordable, Sustainable
Design & Construction Services
Principal involvement
Geographic coverage
Licensed Contractors
services
Disaster recovery
experts
DIVERSITY CERTIFICATIONS
Jefferson Parish Economic Development
Commission, Avondale, LA
100% Woman and Minority Owned

NMSDC
WBENC
CLIENTS
Harrahs Casino
Amelia Belle Casino
Liberty Island Concession Building Renovations

New York, NY
Sheraton
Hilton Garden Inn
Loews Hotels
Federal Express
Walmart
American Airlines
Southwest Airlines
US Department of
Agriculture (USDA)
US Army Corps of
Engineers (USACE)
US Air Force (USAF)
(NPS)
ANGELA OBYRNE, FAIA, NCARB, LEED AP

President
Resumes
Angela OByrne serves as President of Perez, APC, a

70-year-old architecture, landscape architecture, planning,
projects including hotels, restaurants, retail spaces, casinos,
related projects:
EDUCATION
Harrahs New Orleans Casino
Graduate School of Architecture,

Master of Science in Real Estate
LICENSES & CERTIFICATIONS
AWARDS & RECOGNITION
Hilton Garden Inn, Lakefront, New Orleans, LA
InterContinental Hotel, New Orleans, LA
PIO LYONS, AIA

Architect
Resumes
Mr. Lyons has over 40 years of experience in design with

over 20 design awards to his credit including American
Institute of Architecture awards, Louisiana Architects
Association design awards and honors from the New Orleans
Historic District Landmark Commission and the Vieux Carr
Commission (of which he is also a member). Former owner
Renaissance Arts Hotel, New Orleans, LA
EDUCATION
Bachelor of Architecture
Tulane University, 1960
LICENSES
Licensed Architect
AWARDS & RECOGNITION
Winner of over 20 design awards
and honors from:
American Institute of Architecture
Louisiana Architects Association
New Orleans Historic District
Landmark Commission
Vieux Carr Commission
in New Orleans, Mr. Lyons is an expert in the design of

hospitality, historic renovation projects and new construction
projects in historic districts. Mr. Lyons is active in the AIA,
LAA and a former member of the New Orleans Historic
District Landmark Commission. Relevant project experience
includes the following:
Renaissance Arts Hotel, New Orleans, LAConversion
of historic warehouse into $45 Million 217-room luxury hotel
and restaurant. The projects involved historic tax credits and
required approval by the Department of Interior.
Loews Hotel, New Orleans, LA15 Floors, 285 rooms,
lounge, 17,000 SF multi-purpose events space, ballroom,
and business center.
Hotel Monaco, New Orleans, LAThe concept for the 250room hotel was an African adventure where guests are
treated to individualized service and an attention to detail not
found in most major hotel chains. The Monaco occupies the
75-year-old Masonic Temple building, which was originally
designed in a modern gothic style for mixed use.
Orpheum Theatre Renovation, New Orleans, LA
Renovation of National Historic Landmark, including new
stage, dressing areas, and new interior color scheme.
National D-Day Museum, New Orleans, LAThe National
D-Day Museum Foundation purchased a nineteenth century
brewery building and property adjacent to it to create
a museum dedicated to World War II. Design included
converting a series of inter-connecting warehouse structures
into a single, functional museum facility complete with
theater, a restaurant, and a museum store. Lyons and
Hudson served as the Architect of Record.
Civic Lofts, New Orleans, LAHistoric renovation of a
5-story 100 year old warehouse in downtown New Orleans,
creating 72 units that combine the original character of the
building with luxury comforts.
LOEWS HOTEL
Projects
Adaptive re-use conversion of a 23 story 1960s office tower to a Loews hotel

with 15 floors, 285 room, 12 suites, swimming pool, fitness center, restaurant
and lounge, 17,000sf multi-purpose events space, ballroom, and business
center.
RENAISSANCE ARTS HOTEL

New Orleans, LA
Adaptive Reuse
ofwarehouse
a 100
Conversion
of historic
into
217-room
luxury
year$45
oldMillion
historic
warehouse
hotel.
The
project
involved
historic
into a $45 million 217-room
tax credits and required approval
luxury hotel. The project
by the Department of Interior.
involved historic tax credits
and required approval by
the Department of Interior.
Projects
ARCHITECTURAL DESIGN SERVICES

CERTIFIED HISTORIC REDEVELOPMENT
OF 1111 TULANE AVENUE
Malin Construction
May 2, 2013
CIVIC LOFTS
New Orleans, LA
Historic
renovation
of aa 5-story,
100
year
old warehouse
in downtown
New Orleans.
facility is
Adaptive
reuse of
5-story,
100
year
old warehouse
in downtown
NewThe
Orleans.
comprised
of
72
units
that
combine
the
original
character
of
the
building
with
luxury
comforts.
This
The facility is comprised of 72 apartments that combine the original character of
project was designed by Perez Senior Project Architect, Pio Lyons prior to his time at Perez.
the building with luxury comforts that utilized historic tax credits.
NATIONAL WWII MUSEUM

New Orleans, LA
Projects
The
National
D-Dayof
Museum
Foundation
purchased ainnineteenth
brewery building and
Adaptive
Reuse
the a brewery
constructed
1860 andcentury
a contemporary
property
to it museum
to create a museum
dedicated
to World
II. Designincluded
included converting a
additionadjacent
to create
dedicated
to World
War War
II. Design
series
of
inter-connecting
warehouse
structures
into
a
single,
functional
museum
converting a series of inter-connecting warehouse structures into a facility.
single,Lyons and
Hudson served as the Architect of Record.
functional museum facility.
a 200.000 volume Law Library located on the 2nd Floor

of the building. Lyons & Hudson Architects, Ltd. was
LOUISIANA SUPREME COURT
Projects
Architect
of Record for the Project. Furniture and stacks
New Orleans, LA
by others.
Design for this $19 Million
renovation of an early 20th
century French Quarter landmark
(known locally for years as the
Wildlife and Fisheries Building)
maintained the integrity of the
iconic public areas while fully
integrating modern electrical,
mechanical, plumbing and life
safety systems. The 160,000
SF facility includes a 200,000
volume Law Library located
original courtrooms, which were
renovated to accommodate the
4th Circuit Court of Appeals and
the Supreme Court of Louisiana.
Restoration of Royal Street lobby
included rehabilitation of original
chandeliers and sconces. This
project was completed by Lyons
& Hudson Architects, Ltd., which
merged with Perez in 2013.

Hotel Alessandra World Trade Center Proposal

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RESPONSE TO REQUEST FOR PROPOSALS

No. 8975-01775 / January 2, 2015

TWO CANAL STREET INVESTORS, INC.

VOLUME I: RESPONSE TO RFP AND EXHIBITS I - VII

5. Plans for Services, Amenities, Parking and Access ............................. 35

Why Hotel Alessandra New Orleans? ............................................... 56

3. Guarantor and Guarantors Financial Capability............................... 191

Two Canal Street Investors, Inc. Principals

Woodbine Development Corporation

VOLUME II: EXHIBITS VIII - XVII

Ten Eyck Landscape Architects

Gallagher & Associates

Lord Cultural Resources

The McDonnel Group

Crescent Growth Capital

HVS Market Study: Proposed Hotel Alessandra New Orleans

Valbridge Property Advisors Apartment Market Study

DBE Participation Plan

The New Orleans Maritime Tower at Freedom Park

1. Description of Redevelopment Plan

2. The Developments Physical Components

Hotel Alessandra New Orleans

The Alessandra Residences

River Jazz Lounge - Presented by Kermit Ruffins

Kermit Ruffins at the World Trade Center, 2 Canal Street

Proposed Off-Site Improvements

Staircase Down to the Spanish Plaza

Terminal Building and Louisiana Maritime Museum

Development Plan Summary

Upscale, contemporary 6,700-square foot, round, rotating cocktail lounge/dinner-only

Third Six Months

May 10, '15

May 17, '

Submit Footings & Foundation Package

May 10, '15

May 17, '

4. Generation of Maximum Benefits

Social and Community Benefits

5. Services, Amenities, Parking and Access

(NOTE: PHOTOS IN THIS SECTION ARE OF EXISTING VALENCIA GROUP HOTELS)

143 Standard Guestrooms ranging from 404 to 472 sq. ft.

Motor Court and Parking

6. Operational and Management

They do not trust corporations;

Hotel Sorella CityCentre, Houston

Hotel Valencia Santana Row, San Jose, California

2014 W3 Silver Award Custom Mobile Website, Lone Star Court

Search Engine Optimization involves short-term, mid-term, and long-term sustainable

6.2% - Hotel Sorella CityCentre, Houston, TX

Hotel Sorella Country Club Plaza, Kansas City, Missouri

Lone Star Court, Austin, Texas

Partners PMS, GDS

Hotel Valencia Riverwalk, San Atnonio

Valencias Executive Vice President Construction, Scott Williams, oversees our

Pre-Opening & Technical Services

Hotel Alessandra Houston (Under Construction)

Why Hotel Alessandra?

Hotel Alessandra New Orleans

Contemporary luxury unconstrained by brand

Four Seasons New Orleans

The world standard for travelers who prefer very

ber hip best describes this brand that appeals to

This is Hiltons upscale corporate hotel. Comparable

Industrial chic is how they describe themselves. Rooms