Port Covington Project Documents

New Issue – Book-Entry Only
NOT RATED
In the opinion of Bond Counsel, under existing law and subject to the conditions described in “TAX MATTERS” herein, interest on the
Bonds (i) is excludable from the gross income of the owners of the Bonds for purposes of federal income taxation, and (ii) is not a specific
item of tax preference for purposes of the federal alternative minimum tax. Bond Counsel is further of the opinion that the 2020 Bonds and
the interest thereon are forever exempt from all State and local taxes under existing laws, but no opinion is expressed as to such exemption
from estate or inheritance taxes, or as to any other taxes not levied or assessed directly on the 2020 Bonds or the interest thereon. See “TAX
MATTERS” herein regarding other tax considerations.
$137,485,000
MARYLAND ECONOMIC DEVELOPMENT CORPORATION
SPECIAL OBLIGATION BONDS
(PORT COVINGTON PROJECT)
SERIES 2020
Dated: Date of Delivery Due: September 1, as shown on inside cover
The Maryland Economic Development Corporation (the “Issuer”) is issuing its $137,485,000 Special Obligation Bonds (Port Covington Project),
Series 2020 (the “2020 Bonds”), pursuant to the provisions of an Indenture of Trust dated as of December 1, 2020 (the “Indenture”), by and between
the Issuer and Manufacturers and Traders Trust Company, as trustee (the “Trustee”). The 2020 Bonds are being issued to provide funds, together
with other available funds, to finance or refinance certain public and other infrastructure improvements related to the Port Covington development
located within the Port Covington Development District and the Port Covington Special Taxing District (described herein), to make a deposit to the
Series 2020 Reserve Fund and the Series 2020 Capitalized Interest Account (as such terms are defined herein), to pay certain administrative costs
related to the Districts (defined herein) and to pay a portion of the costs of issuance of the 2020 Bonds.
The 2020 Bonds will be issued in the principal amounts, will mature on the dates, will bear interest at the rates and will be offered at the prices
shown on the inside front cover. The 2020 Bonds are subject to optional redemption, mandatory sinking fund redemption, extraordinary
mandatory redemption, extraordinary optional redemption, and special mandatory redemption, as described herein.
Interest on the 2020 Bonds is payable on March 1 and September 1 of each year, commencing March 1, 2021. The 2020 Bonds are being issued
in fully registered book-entry form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New
York (“DTC”). Beneficial owners of the 2020 Bonds will not receive physical certificates representing their interest in the 2020 Bonds purchased, but
will receive a credit balance on the books of the nominees of such beneficial owners. Individual purchases will be in principal amounts of $100,000
or any integral multiple of $5,000 in excess thereof (the “Authorized Denominations”). Payments of principal of and interest on the 2020 Bonds
will be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the
2020 Bonds. See “THE 2020 BONDS – Book-Entry System” herein.
THE 2020 BONDS ARE INITIALLY BEING OFFERED TO “ACCREDITED INVESTORS” ONLY WITHIN THE MEANING OF SECTION 2(15) OF
THE SECURITIES ACT OF 1933, AS AMENDED. THE 2020 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 3(A)(2) THEREIN. NO ACTION HAS BEEN TAKEN TO QUALIFY
THE 2020 BONDS FOR SALE UNDER THE SECURITIES LAWS OF ANY STATE.
THE PURCHASE OF THE 2020 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE OF RISK, INCLUDING THE RISK OF NONPAYMENT
OF PRINCIPAL AND INTEREST. SEE “RISK FACTORS” HEREIN FOR A DISCUSSION OF SUCH FACTORS THAT SHOULD BE CONSIDERED, IN
ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE 2020 BONDS.
THE 2020 BONDS AND INTEREST THEREON ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER AND THE PRINCIPAL
OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE 2020 BONDS SHALL BE PAYABLE SOLELY
FROM, AND SECURED EXCLUSIVELY BY, THE TRUST ESTATE (DEFINED HEREIN) OR ANY OTHER MONEYS MADE AVAILABLE
TO THE ISSUER FOR SUCH PURPOSE. THE 2020 BONDS SHALL NOT BE, DIRECTLY, INDIRECTLY OR CONTINGENTLY, A MORAL
OR OTHER OBLIGATION OF THE STATE OF MARYLAND (THE “STATE”), ANY OTHER GOVERNMENT UNIT, OR THE ISSUER
TO LEVY OR PLEDGE ANY TAX OR TO MAKE ANY APPROPRIATION TO PAY SUCH AMOUNTS, AND THE ISSUER SHALL NOT BE
OBLIGATED TO PAY THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE 2020
BONDS EXCEPT FROM THE TRUST ESTATE OR ANY OTHER MONEYS MADE AVAILABLE TO THE ISSUER FOR SUCH PURPOSE.
NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY OTHER GOVERNMENTAL UNIT OR
THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY, OR
INTEREST ON THE 2020 BONDS. THE ISSUER HAS NO TAXING POWER.
AS MORE FULLY DESCRIBED HEREIN, THE 2020 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE
SOLELY FROM AND SECURED BY A PLEDGE OF PLEDGED REVENUES (DEFINED HEREIN) WHICH INCLUDES TAX INCREMENT
REVENUES AND SPECIAL TAX REVENUES TRANSFERRED BY THE MAYOR AND CITY COUNCIL OF BALTIMORE (THE “CITY”),
PURSUANT TO A CONTRIBUTION AGREEMENT DATED AS OF JUNE 17, 2020, BETWEEN THE ISSUER AND THE CITY.
THE PLEDGE AND TRANSFER OF TAX INCREMENT REVENUES AND SPECIAL TAX REVENUES PURSUANT TO THE
CONTRIBUTION AGREEMENT ARE SUBJECT TO ANNUAL APPROPRIATION BY THE CITY. NO OTHER ASSESSMENTS OR TAXES
ARE PLEDGED TO THE PAYMENT OF THE 2020 BONDS. THE PLEDGE OF PLEDGED REVENUES UNDER THE CONTRIBUTION
AGREEMENT IS NOT A GENERAL OBLIGATION OF THE CITY.
The 2020 Bonds are offered for delivery when, as and if issued by the Issuer and accepted by the Underwriters, subject to prior sale, withdrawal
or modification of the offer without notice and the receipt of an opinion of McGuireWoods LLP, Baltimore, Maryland, Bond Counsel, as to the validity
of the 2020 Bonds and the excludability from gross income of interest thereon for federal income tax purposes. Certain legal matters will be passed
upon for the Issuer by Miles & Stockbridge P.C., for the Underwriters by McKennon Shelton & Henn LLP, Baltimore, Maryland, and for Baltimore
Urban Revitalization LLC, as owner, and Weller Development Company, LLC, as developer, by Ballard Spahr LLP, Baltimore, Maryland. It is expected
that the 2020 Bonds will be available for delivery on or about December 30, 2020.
CITIGROUP STIFEL
SIEBERT WILLIAMS SHANK & CO., LLC
This cover page contains information for quick reference only. It is not a summary of the Limited Offering Memorandum. Investors must read
the entire Limited Offering Memorandum to obtain information essential to the making of an informed decision.
December 16, 2020

$137,485,000
SERIES 2020
$13,275,000 3.250% Term Bonds due September 1, 2030 / Price 100.000% / CUSIP † 57422F AD8
$41,175,000 4.000% Term Bonds due September 1, 2040 / Price 102.826% * / CUSIP† 57422F AE6
$83,035,000 4.000% Term Bonds due September 1, 2050 / Price 100.794%* / CUSIP† 57422F AF3
† CUSIP (Committee on Uniform Securities Identification Procedures) data is provided by CUSIP Global Services, which is
managed on behalf of the American Bankers Association (“ABA”) by S&P Capital IQ. “CUSIP” is a registered trademark of the
ABA. CUSIP numbers are included solely for the convenience of the purchasers of the 2020 Bonds. None of the Issuer, the City,
or the Underwriters takes any responsibility for the accuracy of CUSIP information, and the CUSIP number for a specific maturity
is subject to change after the issuance of the 2020 Bonds in certain circumstances. The Issuer has not agreed to, and there is no
duty or obligation to, update this Limited Offering Memorandum to reflect any change or correction in the assigned CUSIP numbers
set forth herein. The use of CUSIP numbers in this Limited Offering Memorandum is not intended to create a database and does
not serve in any way as a substitute for the CUSIP services.
* Priced to first optional redemption date of September 1, 2030.
-i-
FIGURE 1: DEVELOPMENT DISTRICT
FIGURE 2: SPECIAL TAXING DISTRICT
-ii-
No dealer, broker, salesman, or other person has been authorized by the Issuer or by the Underwriters to give
any information or to make any representations, other than those contained in this Limited Offering Memorandum,
and, if given or made, such other information or representations must not be relied upon as having been authorized by
any of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the 2020 Bonds by any person in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale. The information set forth herein has been furnished by sources
that are believed to be reliable but is not guaranteed as to accuracy or completeness by, and is not to be construed as
a representation by the Underwriters. The information and expressions of opinion herein speak only as of the date
hereof and are subject to change without notice, and neither the delivery of this Limited Offering Memorandum nor
any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the
information contained herein since the date hereof.
The Underwriters have provided the following sentence for inclusion in this Limited Offering Memorandum:
The Underwriters have reviewed the information in this Limited Offering Memorandum in accordance with, and as
part of their responsibilities to investors under, the United States federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such
information. The information and expressions of opinion herein contained are subject to change without notice, and
neither the delivery of this Limited Offering Memorandum, nor any sale made hereunder, shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer or the Districts since
the date hereof.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT

TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2020 BONDS AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
The 2020 Bonds have not been registered under the Securities Act of 1933, as amended, nor has the Indenture
been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon exemptions contained in such acts.
The registration or qualification of the 2020 Bonds under the securities laws of any jurisdictions in which they may
have been registered or qualified, if any, shall not be regarded as a recommendation thereof.
The Issuer has either provided or reviewed the information under the headings “INTRODUCTION –
General” (as it relates to the Issuer), “THE ISSUER,” “NO LITIGATION” (as it relates to the Issuer), and
“CONTINUING DISCLOSURE” (as it relates to the Issuer) and will not be responsible for any other sections within
this Limited Offering Memorandum. The Issuer has not passed upon the accuracy or completeness of the remaining
sections of this Limited Offering Memorandum.
The City has reviewed the information under the following headings: “INTRODUCTION – General” (except
for the third paragraph), “– City Enabling Acts and Creation of the Districts,” “– Enforcement of Taxes,” and “–
Security and Sources of Payment; Contribution Agreement,” “BALTIMORE CITY,” “SECURITY FOR THE 2020
BONDS – Contribution Agreement” (second paragraph) and “– Subject to Appropriation,” “THE DISTRICTS AND
THE PLEDGED REVENUES” (except for the sections entitled “– Aggregate Full Cash and Phased-In Assessed
Value,” “– Tax Levy and Historic Tax Rates,” “– Assessment Procedures; Tax Credits,” and “– Rate and Method of
Apportionment of Special Taxes,” “NO LITIGATION” (as it relates to the City), “CONTINUING DISCLOSURE”
(as it relates to the City) and “APPENDIX L – CERTAIN INFORMATION REGARDING BALTIMORE CITY.”
The City will not be responsible for any other sections within this Limited Offering Memorandum. The City has not
passed upon the accuracy or completeness of the remaining sections of this Limited Offering Memorandum.
Furthermore, the City has not passed upon the merits of the 2020 Bonds.
This Limited Offering Memorandum does not contain any investment advice for purchasers or Holders of
any of the 2020 Bonds. In making an investment decision, investors must rely on their own examination of the Issuer,
the City, and the terms of the offering, including the merits and the risks involved. Such persons should also consult
their own financial advisors regarding possible financial consequences of ownership of the 2020 Bonds. The Trustee
has neither participated in the preparation of, nor reviewed, this Limited Offering Memorandum.
-iii-
CERTAIN STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN THIS LIMITED
OFFERING MEMORANDUM CONSTITUTE “FORWARD-LOOKING STATEMENTS” WITHIN THE
MEANING OF THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995,
SECTION 21E OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
SECTION 27A OF THE SECURITIES ACT. SUCH STATEMENTS ARE GENERALLY IDENTIFIABLE BY
THE TERMINOLOGY USED SUCH AS “PLAN,” “EXPECT,” “ESTIMATE,” “PROJECT,” “ANTICIPATE,”
“BUDGET” OR OTHER SIMILAR WORDS.
This Limited Offering Memorandum is the only version of the Limited Offering Memorandum that has been
authorized by the Issuer to be distributed by the Underwriters. Any other documents purporting to be drafts or copies
of this Limited Offering Memorandum that are not identical to this Limited Offering Memorandum have not been
deemed final, were not authorized to be distributed on behalf of the Issuer, and were not issued by the Issuer.
-iv-
TABLE OF CONTENTS
Page
INTRODUCTION ....................................................................................................................................................... 1
THE ISSUER............................................................................................................................................................... 7
BALTIMORE CITY.................................................................................................................................................... 9
THE 2020 BONDS ...................................................................................................................................................... 9
SOURCES AND USES OF FUNDS ......................................................................................................................... 16
ANNUAL DEBT SERVICE ..................................................................................................................................... 17
SECURITY FOR THE 2020 BONDS ....................................................................................................................... 17
THE OWNER ............................................................................................................................................................ 22
THE PORT COVINGTON PROJECT ...................................................................................................................... 29
THE DISTRICTS AND THE PLEDGED REVENUES ........................................................................................... 72
APPRAISAL; VALUE-TO-LIEN ............................................................................................................................. 80
TAX INCREMENT AND SPECIAL TAX REPORT............................................................................................... 84
RISK FACTORS ....................................................................................................................................................... 91
THE ADMINISTRATOR ......................................................................................................................................... 99
UNDERWRITING .................................................................................................................................................. 100
LEGAL MATTERS ................................................................................................................................................ 100
TAX MATTERS ..................................................................................................................................................... 100
NO LITIGATION.................................................................................................................................................... 103
NO RATING ........................................................................................................................................................... 103
EXPERTS ................................................................................................................................................................ 104
CONTINUING DISCLOSURE............................................................................................................................... 104
MISCELLANEOUS ................................................................................................................................................ 105
APPENDIX A – Appraisal and Market Study

APPENDIX B – Engineer’s Report
APPENDIX C – Tax Increment and Special Tax Report
APPENDIX D – Port Covington Special Taxing District Rate and Method of Apportionment of Special Taxes
APPENDIX E – Proposed Form of Indenture of Trust
APPENDIX F – Form of Contribution Agreement
APPENDIX G – Form of Funding Agreement
APPENDIX H – Proposed Form of Bond Counsel Opinion
APPENDIX I – Form of Developer Continuing Disclosure Agreement
APPENDIX J – Form of Issuer’s Continuing Disclosure Agreement
APPENDIX K – Form of City’s Continuing Disclosure Agreement
APPENDIX L – Certain Information Regarding Baltimore City
APPENDIX M – Description of the Book-Entry Only System
LIMITED OFFERING MEMORANDUM
$137,485,000
SERIES 2020
INTRODUCTION
General
This Limited Offering Memorandum, including the cover page and Appendices hereto, is provided to furnish
information in connection with the issuance and sale of $137,485,000 aggregate principal amount of the Maryland
Economic Development Corporation, Special Obligation Bonds (Port Covington Project) Series 2020 (the “2020
Bonds”). The 2020 Bonds are being issued pursuant to the provisions of Sections 10-101 through 10-132, inclusive,
of the Economic Development Article of the Annotated Code of Maryland (as amended, the “MEDCO Act”), a
resolution of the Board of Directors of the Issuer dated March 18, 2019, and an Indenture of Trust dated as of
December 1, 2020 (the “Indenture”), by and between the Maryland Economic Development Corporation (the “Issuer”)
and Manufacturers and Traders Trust Company, as trustee (the “Trustee”).
The Mayor and City Council of Baltimore (the “City”) has authorized the execution of the Contribution
Agreement (defined herein) and the pledge of the Pledged Revenues (defined herein) pursuant to (a) the provisions of
Article II, Section (62) of the Baltimore City Charter (1996 Edition) (as amended, the “Tax Increment Act”) and
Article II, Section (62A) of the Baltimore City Charter (1996 Edition) (as amended, the “Special Taxing District Act,”
and together with the Tax Increment Act, the “City Enabling Acts”) and (b) a Resolution of the City’s Board of Finance
(the “Board of Finance”) dated December 18, 2019.
Capitalized terms not otherwise defined herein shall have the meanings as set forth in “APPENDIX E –
Proposed Form of Indenture of Trust,” except that under the heading “THE DISTRICTS AND THE PLEDGED
REVENUES – Special Tax Revenues,” capitalized terms not otherwise defined shall have the meanings as set forth
in the Rate and Method of Apportionment of Special Taxes (the “Rate and Method”) attached hereto as APPENDIX D.
The 2020 Bonds will be issued as fully registered bonds in book entry form in denominations of $100,000 or
any integral multiple of $5,000 in excess thereof (the “Authorized Denominations”). See “THE 2020 BONDS –
Authorized Denominations” herein. The 2020 Bonds are subject to optional redemption, mandatory sinking fund
redemption, extraordinary mandatory redemption, extraordinary optional redemption, and special mandatory
redemption, as described herein. See “THE 2020 BONDS – Redemption” herein.
The 2020 Bonds are secured by the Trust Estate, as further described herein, which includes certain Pledged
Revenues which are to be transferred by the City to the Trustee, pursuant to the Contribution Agreement dated as of
June 17, 2020 (as amended on December 15, 2020, the “Contribution Agreement”), by and between the City and the
Issuer. See “SECURITY FOR THE 2020 BONDS – Trust Estate” and “– Contribution Agreement” herein.
The 2020 Bonds are being issued to provide funds, together with other available funds, to (i) finance the
Series 2020 Project (defined herein), which is expected to include, as more fully described herein, certain public and
other infrastructure improvements that will be located within the Port Covington Development District (the
“Development District”) and the Port Covington Special Taxing District (the “Special Taxing District,” and together
with the Development District, the “Districts”), (ii) make a deposit to the Series 2020 Reserve Fund, (iii) make a
deposit to the Series 2020 Capitalized Interest Account in an amount that is estimated to be sufficient to fund the
interest on the 2020 Bonds through September 1, 2023, (iv) pay Administrative Expenses, and (v) pay all or a portion
of the costs of issuance of the 2020 Bonds. See “SOURCES AND USES OF FUNDS” herein.
1
THE 2020 BONDS AND INTEREST THEREON ARE SPECIAL, LIMITED OBLIGATIONS OF
THE ISSUER AND THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY,
AND INTEREST ON THE 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SECURED
EXCLUSIVELY BY, THE TRUST ESTATE OR FROM ANY OTHER MONEYS MADE AVAILABLE TO
THE ISSUER FOR SUCH PURPOSE. THE 2020 BONDS SHALL NOT BE, DIRECTLY, INDIRECTLY OR
CONTINGENTLY, A MORAL OR OTHER OBLIGATION OF THE STATE OF MARYLAND (THE
“STATE”), ANY OTHER GOVERNMENT UNIT, OR THE ISSUER TO LEVY OR PLEDGE ANY TAX OR
TO MAKE AN APPROPRIATION TO PAY SUCH AMOUNTS, AND THE ISSUER SHALL NOT BE
OBLIGATED TO PAY THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY,
OR INTEREST ON THE 2020 BONDS EXCEPT FROM THE TRUST ESTATE OR FROM ANY OTHER
MONEYS MADE AVAILABLE TO THE ISSUER FOR SUCH PURPOSE. NEITHER THE FULL FAITH
AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY OTHER GOVERNMENTAL UNIT
OR THE ISSUER IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF,
REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE 2020 BONDS. THE ISSUER HAS NO
TAXING POWER.
THE PLEDGE AND TRANSFER OF TAX INCREMENT REVENUES AND SPECIAL TAX
REVENUES PURSUANT TO THE CONTRIBUTION AGREEMENT ARE SUBJECT TO ANNUAL
APPROPRIATION BY THE CITY. NO OTHER ASSESSMENTS OR TAXES ARE PLEDGED TO THE
PAYMENT OF THE 2020 BONDS. THE PLEDGE OF PLEDGED REVENUES UNDER THE
CONTRIBUTION AGREEMENT IS NOT A GENERAL OBLIGATION OF THE CITY.
THE PURCHASE OF THE 2020 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE

OF RISK, INCLUDING THE RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST. SEE “RISK
FACTORS” HEREIN FOR A DISCUSSION OF SUCH FACTORS THAT SHOULD BE CONSIDERED, IN
ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT
QUALITY OF THE 2020 BONDS.
City Enabling Acts and Creation of the Districts
The Tax Increment Act provides for the creation of development districts by ordinance of the City Council
of Baltimore (the “City Council”) for the purpose of financing the development of an industrial, commercial, or
residential area. Upon approval of a development district and the passing of an authorizing ordinance, the City may
issue special obligation bonds or provide for the payment by an issuer of debt service on certain State Obligations (as
defined in the City Enabling Acts), the proceeds of which are to be used to finance or refinance the costs of
infrastructure and other public improvements related to the development district and may create a tax increment special
fund into which it shall deposit all property taxes that would normally be paid to the City and that are derived from
increases in the taxable assessed value of the property from the first day of the year preceding the year in which the
development district is created. The payment of principal of and interest, and premium, if any, on such bonds or State
Obligations can be secured by a pledge of the funds in the tax increment special fund after such funds have been
appropriated by the City on an annual basis. The property tax revenues derived from such increase in the taxable
assessed value of property is a portion of the general ad valorem tax levied on that property by the City.
The Special Taxing District Act provides a method of financing certain infrastructure and other costs and
certain public improvements through the creation of special taxing districts. The Special Taxing District Act provides
for the creation of such special taxing districts by the City upon petition by the owners of at least two-thirds of the
assessed valuation of the real property located within a special taxing district and at least two-thirds of the owners of
the real property located within such special taxing district. Upon approval of the creation of the special taxing district,
the City may issue special obligation bonds or provide for the payment by an issuer of debt service on certain State
Obligations, the proceeds of which are to be used to finance or refinance the costs of infrastructure improvements
located within the special taxing district and may levy and collect a special tax within such district to pay the debt
service and administrative expenses in connection with such bonds or State Obligations. The special taxes levied shall
be collected and secured in the same manner as general ad valorem taxes of the City and shall be subject to the same
penalties and the same procedure, sale and lien priority in case of delinquency as is provided for general ad valorem
taxes of the City. Special taxes so levied and collected by the City are deposited in a special fund held by the City to
2
be used, subject to annual appropriation, to pay debt service on such bonds or State Obligations issued to pay for the
infrastructure improvements.
The Development District was created pursuant to Ordinance No. 16-528 (the “Tax Increment Ordinance”),
adopted by the City Council on September 19, 2016, approved by the Mayor of Baltimore City (the “Mayor”) on
September 22, 2016, and effective on September 22, 2016. The Special Taxing District was created by Ordinance
No. 16-530 (the “Special Taxing District Ordinance”), adopted by the City Council on September 19, 2016, approved
by the Mayor on September 22, 2016, and effective on September 22, 2016.
Ordinance No. 16-529 (the “Bond Ordinance,” and together with the Tax Increment Ordinance and the
Special Taxing District Ordinance, the “Ordinances”), adopted by the City Council on September 19, 2016, approved
by the Mayor on September 22, 2016, and effective on September 22, 2016, (i) authorized the issuance by the City or
a State Issuer (as such term is defined in the Bond Ordinance), from time to time in one or more series, of special
obligation bonds or notes pursuant to one or more indentures in the maximum aggregate principal amount of
$660,000,000 for the purpose of financing and refinancing certain costs of the Project (as such term is defined in the
Bond Ordinance), (ii) authorized the execution and delivery of the Contribution Agreement pursuant to which the City
may pledge Tax Increment Revenues and Special Tax Revenues (each as defined herein) to provide for the payment
by the State Issuer of the principal of and interest on the applicable State Obligations and other related costs (provided
that the Tax Increment Revenues and Special Tax Revenues shall not be irrevocably pledged to the payment of the
City’s obligations under the Contribution Agreement and any such payment obligation shall be subject to annual
appropriation by the City), and (iii) authorized the Board of Finance to specify and prescribe by resolution certain
matters pertaining to such bonds or State Obligations.
The Original Assessable Base of the Development District is $90,796,494. The real property in the
Development District was assessed as of January 1, 2018, at $131,022,500, which will be phased-in over the tax years
beginning July 1, 2018, 2019, and 2020. Interim assessments of the parcels within the Development District are
expected to occur after construction is completed on those parcels and reassessment of all properties in the
Development District will occur as of January 1, 2021. See “SECURITY FOR THE 2020 BONDS” and “THE
DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues” herein. See also “APPENDIX C − Tax
Increment and Special Tax Report.”
Enforcement of Taxes
The City has covenanted in the Contribution Agreement, for the benefit of the owners of the 2020 Bonds (the
“Bondholders” or “Holders”), that the City will comply in all material respects with the requirements of the laws of
the State relating to the collection of property tax revenues, which include the Tax Increment Revenues. See “THE
DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues – Property Tax Collection Procedures”
herein for a description of procedures relating to the collection of ad valorem taxes, including the Tax Increment
Revenues. The City is not required, nor does the City intend, to advance any of its own funds or any other money of
the City in the event of a delinquency in the payment of the Pledged Revenues.
The Port Covington Project and the Series 2020 Project
Port Covington is a 270-acre peninsula (the “Port Covington Peninsula”) located on the Middle Branch of
the Patapsco River immediately south of a stretch of Interstate Highway I-95 in Baltimore City, which includes 237
acres of fast land and 33 acres of riparian rights. The redevelopment anticipated to occur in the Port Covington
area (the “Port Covington Project”) is one of the largest revitalization efforts in the United States. When completed,
the development parties currently estimate that the Port Covington Project will include up to 18 million square feet of
new, mixed-use development; 2.5 miles of restored waterfront; and 40 acres of parks and green space. The Port
Covington Project is located just to the south of downtown Baltimore. See Vicinity Map on page 31 herein.
The Development District, which benefits the Port Covington Project, consists of approximately 237 acres
of property and includes the southern portion of the Spring Garden Industrial Area of South Baltimore. The
Development District is generally bounded by the Middle Branch of the Patapsco River to the west, Ferry Bar Channel
of the Patapsco River to the south, Winans Cove of the Patapsco River to the east, and I-95 to the north. The Special
3
Taxing District, which also benefits the Port Covington Project, consists of approximately 155 acres of property within
the Development District. For additional information, see “THE DISTRICTS AND THE PLEDGED REVENUES”
herein. See also maps of the Districts on page ii herein. Currently, Baltimore Urban Revitalization LLC, a Delaware
limited liability company (the “Owner” or “BUR”), or its wholly-owned affiliates, owns approximately 92 acres of
the land on which a portion of the Port Covington Project will be constructed.
The development of the Port Covington Project, when completed, is currently expected to consist of multiple
phases and will be completed over the course of the next 15 to 20 years. The first phase of the Port Covington Project,
known as “Chapter 1,” totals approximately 3.3 million square feet across nearly 60 acres of land (the “Chapter 1
Development”). Within the Chapter 1 Development, there are two subphases. The Chapter 1A subphase (the “Chapter
1A Development”) includes the following completed development and improvements: City Garage, Sagamore Spirit
Distillery, Rye Street Tavern, improvements for the Baltimore Sun’s recently relocated headquarters, West Covington
Park, South Point, and a portion of the Port Covington bike path. All of these development activities and
improvements are complete.
The second and current subphase of this development is Chapter 1B (the “Chapter 1B Development”). The
Series 2020 Project will support the construction of the Chapter 1B Development. The Chapter 1B Development is
expected to include five vertical buildings, including a parking garage with approximately 1,000 spaces, and
approximately 10 acres of publicly available greenspace, including parks, paths, and piers. In addition, approximately
twenty percent of the residential units planned within the Chapter 1B Development will be set aside as workforce
housing for families earning less than 80% of the area median income for the Baltimore Metropolitan Statistical Area
adjusted for family size. For additional information on Chapter 1, and the Chapter 1A Development and Chapter 1B
Development subphases, see “THE PORT COVINGTON PROJECT – Phases of the Port Covington Project.”
The Owner is a joint venture comprised of two members (each a “Member”): Baltimore Revitalization Direct
Investor, LLC (the “Managing Member”), which currently owns approximately 28% of the Owner, and Baltimore
Urban Revitalization Equity Investor LLC (“BUREI/GS”), a single-purpose Delaware limited liability company
created by Goldman Sachs Urban Investment Group, a division of The Goldman Sachs Group, Inc., which currently
owns approximately 72% of the Owner. The Owner is governed by the Third Amended and Restated Operating
Agreement between BUREI/GS and the Managing Member dated as of August 11, 2017 (as the same has been and
may be further supplemented or amended, the “JV Agreement”). See “THE OWNER” for more information on the
Owner, the Members, and the JV Agreement.
The Owner has caused the Managing Member to engage Weller Development Company, LLC, a Maryland
Limited Liability Company (the “Developer”) to implement the public infrastructure improvements of the Port
Covington Project pursuant to a Master Development Agreement dated November 1, 2017, (the “Master Development
Agreement”) between the Managing Member and the Developer. For additional information on the Developer and
the Master Development Agreement, see “THE PORT COVINGTON PROJECT – The Developer” and “– Master
Development Agreement” herein.
A portion of the proceeds of the 2020 Bonds will be used to finance a portion of the costs of certain public
and infrastructure improvements located within the Districts, including the design and construction of approximately
seven acres of new roads, sidewalks, street trees/landscaping, traffic signals, street lights, bulkhead, stormwater
management facilities, utilities and miscellaneous site furnishings and other related infrastructure improvements in
the Districts (collectively, the “Series 2020 Project”). See “THE PORT COVINGTON PROJECT – Chapter 1B
Infrastructure Improvements” herein. The development of the Series 2020 Project will occur pursuant to and in
accordance with the Funding Agreement (defined herein). See “THE PORT COVINGTON PROJECT – Funding
Agreement” herein and “APPENDIX G – Form of Funding Agreement.”
The Chapter 1B Development will also be developed by the Developer pursuant to a development agreement
with the applicable owner of each development parcel. Each development agreement will require the Developer to
undertake general responsibility as developer to manage, arrange, supervise and coordinate the acquisition, planning,
design, financing, and construction of the applicable project. See “THE PORT COVINGTON PROJECT – Chapter
1B Parcel Development Agreements” herein for descriptions of such development agreements.
4
See also “THE PORT COVINGTON PROJECT” generally for descriptions of the phases of development
that are completed, ongoing, and expected to occur in the future.
Security and Sources of Payment; Contribution Agreement
Pursuant to the Tax Increment Act and the Tax Increment Ordinance the City (i) designated the Development
District, (ii) established a special fund for the Development District to be known as the Port Covington Development
District Tax Increment Fund (the “Tax Increment Fund”), and (iii) provided that, for each tax year that begins after
the effective date of the Tax Increment Ordinance (i.e., each tax year beginning on or after July 1, 2017), the City’s
Director of Finance shall divide the property taxes on real property within the Development District, as provided in
subsection (d)(3) of the Tax Increment Act, and, if, as, and when appropriated, pay the portion of the tax collections
arising from the taxation of the increase, if any, in the assessed value of real property subject to taxation located in the
Development District since January 1, 2015, exclusive of amounts payable to the State of Maryland (as more
particularly defined herein, “Tax Increment Revenues”) into the Tax Increment Fund.
Pursuant to the Special Taxing District Act and the Special Taxing District Ordinance, the City (i) designated
the Special Taxing District; (ii) established a special fund for the Port Covington Special Taxing District to be known
as the Port Covington Special Tax Fund (the “Special Tax Fund”); (iii) authorized, in the event Tax Increment
Revenues are insufficient to pay the debt service on the Bonds (defined herein) and other amounts required pursuant
to the Indenture, the levy of a special tax (the “Special Taxes”) on all real property in the Special Taxing District,
unless exempted thereby or otherwise by law, for the purposes, to the extent and in the manner set forth in the Rate
and Method; and (iv) directed the City to deposit all Special Taxes levied and collected in the Special Taxing District,
if, as, and when appropriated (the “Special Tax Revenues”) into the Special Tax Fund, if, as and when appropriated.
The Tax Increment Revenues and the Special Tax Revenues are collectively referred to herein as the “Pledged
Revenues.”
Pursuant to the City Enabling Acts and the Ordinances, the City has entered into the Contribution Agreement
with the Issuer, under which the City has (i) pledged the Tax Increment Revenues in the Tax Increment Fund to secure
payment of the 2020 Bonds together with any other Bonds (defined herein) issued upon the order of the City and
pursuant to the Indenture, promptly to be applied to the payment of debt service on the Bonds and Administrative
Expenses and to the replenishment of any deficiency in the Series 2020 Reserve Fund, in accordance with the priorities
set forth in the Indenture and (ii) agreed that, if the Tax Increment Revenues are insufficient to pay the debt service
on the Bonds and Administrative Expenses and to replenish any deficiency in the Series 2020 Reserve Fund, to levy
and collect Special Tax Revenues within the Special Taxing District pursuant to the Special Taxing District Act and
the Special Tax Ordinance in an amount sufficient to cure the deficiency. See “APPENDIX F – Form of Contribution
Agreement.”
The 2020 Bonds also are secured by certain funds held by the Trustee under the Indenture.
The City Enabling Acts provide that the City’s obligations under the Contribution Agreement to
transfer amounts to provide for the payment of Debt Service on the 2020 Bonds, are subject to and dependent
on the City’s annual appropriation of the revenues and receipts from the applicable taxes pledged for such
purposes. The City is not legally obligated to make such appropriations. See “SECURITY FOR THE 2020
BONDS – Subject to Appropriation” herein.
Series 2020 Reserve Fund
The Indenture establishes a debt service reserve fund with respect to the 2020 Bonds (the “Series 2020
Reserve Fund”) that must be maintained in an amount equal to the Reserve Requirement. The Indenture provides that
the Reserve Requirement is an amount equal to the least of (i) ten percent (10%) of the original principal amount of
the Bonds secured thereby; (ii) one hundred twenty-five percent (125%) of the average Annual Debt Service on the
Bonds secured thereby as of the Closing Date or (iii) the Maximum Annual Debt Service on the Bonds secured thereby.
The Series 2020 Reserve Fund will initially be funded in the amount of $10,613,851.68, which is equal to the Reserve
Requirement for the 2020 Bonds. For additional information on the Series 2020 Reserve Fund and the Reserve
Requirement, see “SECURITY FOR THE 2020 BONDS – Series 2020 Reserve Fund” and “APPENDIX E –
Proposed Form of Indenture of Trust.”
5
Additional Bonds
The Indenture provides for the issuance of additional bonds (“Additional Bonds”) by the Issuer, subject to
compliance with certain requirements set forth within the Indenture, for any purpose for which obligations of the
Issuer may be issued under the MEDCO Act and the City Enabling Acts, including, but not limited to, completing the
Series 2020 Project or the refunding of any Outstanding 2020 Bonds. Any Additional Bonds will be equally and
ratably secured by the Pledged Revenues and, unless otherwise set forth in the Supplemental Indenture authorizing
such Additional Bonds, the other property pledged under the Indenture. The 2020 Bonds, together with any Additional
Bonds issued under the Indenture, are referred to collectively herein as the “Bonds.” See “THE 2020 BONDS –
Additional Bonds” herein.
Administrator; Tax Increment and Special Tax Report; Special Taxes
MuniCap, Inc. (the “Administrator”) will be retained to provide certain services in connection with the
administration of the Districts. See “THE ADMINISTRATOR” herein. See also “THE DISTRICTS AND THE
PLEDGED REVENUES” herein. The Administrator has prepared, based on the assumptions and limitations
contained therein, a Tax Increment and Special Tax Report dated December 21, 2020 (the “Report”) to estimate
anticipated Tax Increment Revenues from the Existing Development (as defined in the Report), the Chapter 1A
Development, and the Chapter 1B Development as proposed by the Owner and the Developer. Based on the Report,
the Administrator has also prepared projections of anticipated assessments of Special Taxes and debt service coverage
for the 2020 Bonds.
The methodology for determining the Special Taxes is set forth in the Rate and Method. See “THE
DISTRICTS AND THE PLEDGED TAX REVENUES – Rate and Method of Apportionment of Special Taxes” herein
and “APPENDIX D – Port Covington Special Taxing District Rate and Method of Apportionment of Special Taxes.”
The Administrator has been designated to determine the Special Taxes that may be required to be collected in any
given year pursuant to the Rate and Method. Special Taxes shall be collected in any given year only if the Tax
Increment Revenues are expected to be insufficient to cover Debt Service on the 2020 Bonds, pay administrative costs
related to the 2020 Bonds and the Districts and maintain certain funds under the Indenture.
Appraisal and Market Study
The most recent appraisal and market study of the Chapter 1B Development was conducted by Cushman &
Wakefield of Maryland, LLC (the “Appraiser”), which prepared a report entitled “The Appraisal Report,” dated
November 17, 2020 (the “Appraisal and Market Study”). The Appraisal and Market Study provides an independent
value analysis of the properties in the Chapter 1B Development as of June 1, 2020, plus certain undeveloped parcels
within the Districts for the purpose of establishing a framework within which to forecast the taxable values and their
timing in order to estimate Tax Increment Revenues in the Development District with respect to the 2020 Bonds. The
Appraisal and Market Study also provides a market overview and analysis of each proposed component within the
Chapter 1B Development.
The Appraiser estimated the values for the parcels in the Chapter 1B Development upon completion of the
Series 2020 Project and upon completion and stabilization of the proposed vertical development. The Appraisal and
Market Study also included values of the remaining undeveloped parcels in the Special Taxing District. The study
did not independently estimate the value of existing development in the Special Taxing District. The values of these
parcels are estimated based on existing assessed values as determined by SDAT (defined herein). Based on the
assumptions and conclusions set forth in the Appraisal and Market Study, the Appraiser has determined the aggregate
prospective market value of the parcels in the Chapter 1B Development as fully developed will be $553,700,000 and
the aggregate prospective market value of the remaining undeveloped parcels to be $161,900,000. The assessed value
of the parcels not valued by the appraiser is $126,726,700 (consisting of values of $34,886,700 of currently developed
parcels that are expected to be redeveloped and $91,840,000 of developed parcels that are not expected to be
redeveloped). The total value of the parcels in the Special Tax District, assuming completion of the buildings in the
Chapter 1B Development, is estimated to be $842,326,700. This estimate of value compared to the gross proceeds of
the 2020 Bonds results in a value-to-lien of 6.29. For more information with respect to this calculation, see
“APPRAISAL; VALUE-TO-LIEN” herein.
6
None of the Issuer, the City, and the Underwriters make any representation as to the accuracy of the market
study conclusions or the prospective market value of properties set forth in the Appraisal and Market Study. See
“APPRAISAL; VALUE-TO-LIEN” herein and “APPENDIX A – Appraisal and Market Study.”
Engineer’s Report
An Engineering Report for Port Covington Chapter 1 dated November 11, 2020 (the “Engineer’s Report”),
has been prepared by STV Incorporated (the “Engineer”). The Engineer’s Report contains an overview of the Port
Covington Chapter 1 development area (as described in the Engineer’s Report), discusses the public improvements
that constitute the Series 2020 Project, the land use reviews and approvals required with respect to development,
including, but not limited to, development plan approval, zoning, and environmental review, and certain hindrances
to the development. See “THE PORT COVINGTON PROJECT – Engineer’s Report” herein and “APPENDIX B −
Engineer’s Report.”
None of the Issuer, the City, and the Underwriters make any representation as to the accuracy of the
Engineer’s Report.
Miscellaneous
THE PURCHASE OF THE 2020 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE OF

RISK, INCLUDING THE RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST. SEE “RISK FACTORS”
HEREIN FOR A DISCUSSION OF SUCH FACTORS THAT SHOULD BE CONSIDERED, IN ADDITION TO
THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE
2020 BONDS.
This Limited Offering Memorandum contains brief descriptions of, among other things, the Issuer, the City,
the 2020 Bonds, the security for the 2020 Bonds, risk factors, the Districts, the Chapter 1 Development, and the rest
of the Port Covington Project, and other information, together with summaries of certain provisions of the 2020 Bonds,
the Indenture, and certain other documents related to the 2020 Bonds and the Districts. Such descriptions and
information do not purport to be complete, comprehensive, or definitive. All such descriptions are qualified in their
entirety by reference to such documents, copies of which are available for inspection at the offices of the Trustee.
THE ISSUER
General
The Issuer is a body politic and corporate and is constituted as an instrumentality created pursuant to the
MEDCO Act. The Issuer was established by statute in 1984 to assist in and complement existing programs of the
Maryland Department of Commerce, by, among other things, providing direct property development capability for
economic development purposes. Pursuant to the terms of the MEDCO Act, the Issuer is authorized to issue revenue
bonds for projects (as defined in the MEDCO Act), including the Series 2020 Project.
Membership and Organization
The MEDCO Act provides that the Issuer shall be managed by a Board of Directors consisting of twelve (12)
residents of the State. The Secretaries of Commerce and Transportation serve as ex-officio voting Directors. The
remaining ten members of the Board are appointed by the Governor with the advice and consent of the Senate to four-
year terms. Two of these ten are to be representatives of local government; three are to be knowledgeable in real
estate or commercial financing; three are to be knowledgeable in industrial development or industrial relations; and
two are to be members of the general public. The Board of Directors elects a chair, vice chair, and treasurer from
among its members. Subject to the approval of the Governor, the Board appoints an Executive Director who serves
at the pleasure of the Board as the chief administrative officer of the Issuer, managing its administrative affairs and
technical activities in accordance with the policies and procedures established by the Board. In addition to the
Executive Director, the Issuer has ten (10) full-time employees.
7
Robert C. Brennan was appointed the Executive Director of the Issuer in May 2004. Prior to his appointment,
Mr. Brennan served in the Maryland Department of Business and Economic Development (now known as the
Maryland Department of Commerce) as the Assistant Secretary for the Rural Regions in Maryland and administered
the Department’s financing programs. Mr. Brennan began his professional career as an asset-based lender, and he
spent twenty years in the commercial banking and leasing industry. Prior to leaving the field of banking, Mr. Brennan
held the title of Senior Vice President of First Fidelity Bank.
The members of the Board of Directors of the Issuer as of the date of this Limited Offering Memorandum
are listed below. Regardless of term, unless removed, members of the Board of Directors serve until reappointed or
a successor is appointed and confirmed.
• Scott E. Dorsey, Chair, term expires June 30, 2024, Merritt Properties, LLC.
• Rick Woo, Vice Chair, term expires June 30, 2023, Revere Bank.
• Tehma Hallie Smith, Treasurer, term expires June 30, 2024, Law Office of Tehma H. Smith.
• Mary Ann Marbury, term expires June 2023.
• J. Michael Cottingham, term expires June 30, 2022, Rommel USA.
• Barry Glassman, term expires June 30, 2022, County Executive, Harford County, Maryland.
• Jessica Underwood, term expires June 30, 2022, JR Capital Build.
• Harry A. Shasho, term expires June 30, 2024, Shasho Consulting P.A.
• Warren Williams, Jr., term expires June 30, 2019†, The Warrenton Group.
• James Hinebaugh, Jr. tem expired June 30, 2024, Member, Board of County Commissioners Garrett
County.
• Gregory Slater, ex-officio, Secretary of Transportation.
• Kelly Schulz ex-officio, Secretary of Commerce.
†
Although his term has expired, Mr. Williams continues to serve until replaced.
Powers. The MEDCO Act authorizes the Issuer, among other things, to acquire, improve, develop, manage,
market, maintain, lease as lessor or as lessee and operate any project (as defined in the MEDCO Act) in the State; to
acquire, purchase, hold, lease as lessee, and use any property necessary or convenient to carry out its purposes; to
borrow money and issue bonds to finance any part of the cost of its projects; to secure the payment of such borrowing
by pledge of or deed of trust on its properties or revenues; to accept loans, grants or assistance of any kind from the
federal government, a governmental unit, or a private source; to fix and collect rates, rentals, fees and charges for
services and facilities it provides or makes available; and to do all things necessary or convenient to carry out the
powers expressly granted by the MEDCO Act.
Bonds and Notes. As of June 30, 2020, the Issuer had total outstanding bonds and notes of approximately
$2,453,696,847 including indebtedness with respect to over 75 projects of various types, including mortgages, notes,
revenue bonds, lease revenue bonds, industrial revenue bonds, adjustable rate pooled financing revenue bonds, and
first mortgage revenue bonds. The Issuer is also a party to direct financing leases and operating leases.
The several series of outstanding bonds and notes issued by the Issuer are limited obligations of the Issuer,
payable solely from revenues of the Issuer received in connection with the respective project financed or refinanced,
and do not constitute general obligations of the Issuer, and the full faith and credit of the Issuer is not pledged to the
payment of the principal of, interest on, or any redemption price of such series of bonds. Although certain revenue
bonds issued by the Issuer have been in default as to principal and interest, the sources of payment for such defaulted
bonds are separate and distinct from the source of payment for the 2020 Bonds.
Assets of the Issuer other than the Trust Estate are not available to satisfy claims of holders of the 2020
Bonds. Property and funds held by or mortgaged to the Issuer for a particular issue of bonds are not available to
satisfy claims of holders of other issues of the Issuer’s bonds. The Issuer has no taxing power.
The Issuer intends to issue other series of bonds and notes for the purpose of financing and refinancing
projects, and each such series will be issued pursuant to a resolution or trust agreement separate and apart from any
other resolution or trust agreement, except to the extent a series of bonds may be issued on parity with bonds of another
8
series if permitted by the applicable resolution or trust agreement or issued pursuant to a general bond resolution of
the Issuer.
EXCLUSIVELY BY, THE TRUST ESTATE (DEFINED HEREIN) OR ANY OTHER MONEYS MADE
AVAILABLE TO THE ISSUER FOR SUCH PURPOSE. THE 2020 BONDS SHALL NOT BE, DIRECTLY,
INDIRECTLY OR CONTINGENTLY, A MORAL OR OTHER OBLIGATION OF THE STATE, ANY
OTHER GOVERNMENT UNIT, OR THE ISSUER TO LEVY OR PLEDGE ANY TAX OR TO MAKE ANY
APPROPRIATION TO PAY SUCH AMOUNTS, AND THE ISSUER SHALL NOT BE OBLIGATED TO
PAY THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST
ON THE 2020 BONDS EXCEPT FROM THE TRUST ESTATE OR ANY OTHER MONEYS MADE
AVAILABLE TO THE ISSUER FOR SUCH PURPOSE. NEITHER THE FULL FAITH AND CREDIT NOR
THE TAXING POWER OF THE STATE OR ANY OTHER GOVERNMENTAL UNIT OR THE ISSUER IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION
PREMIUM, IF ANY, OR INTEREST ON THE 2020 BONDS. THE ISSUER HAS NO TAXING POWER.
BALTIMORE CITY
The City is a body politic and corporate and a political subdivision of the State. The City has had a charter
form of government since 1797 and home rule powers since 1918, and is governed by an elected Mayor, Comptroller,
and a City Council. The City has a total area of approximately 92 square miles and the United States Census Bureau
estimates its population to be 593,490 as of July 1, 2019.
Services provided or paid by the City from local, State or Federal sources include police, fire and emergency
services, education, various welfare programs, public works, storm water management, and court and correctional
services. The City also is responsible for adoption and maintenance of building codes and regulation of licenses and
permits, collection of certain taxes and revenues, maintenance of public records, the conducting of elections and
collection and disposal of refuse. There are no overlapping local government entities or taxing jurisdictions.
Accordingly, there is no local government overlapping indebtedness of the City. For additional information regarding
the City, see “APPENDIX L – Certain Information Regarding Baltimore City.”
The City’s financial matters are currently administered through the Department of Finance by the Director
of Finance of the City (the “Director of Finance”). The Director of Finance is appointed by the Mayor on the basis of
experience in financial administration, confirmed by the City Council, and holds office pursuant to the Charter. The
Director of Finance is charged with the administration of the financial affairs of the City, which include the collection
of City taxes, special taxes, special assessments, water, wastewater, and stormwater utility charges, fees and other
revenues and funds of every kind due to the City, the enforcement of the collection of taxes in the manner provided
by law; the custody and safe-keeping of all funds and securities belonging to or by law deposited with, distributed to,
or handled by the City; the disbursement of City funds; and the keeping and supervision of all accounts. See “THE
DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues – Property Tax Collection Procedures”
herein.
THE 2020 BONDS
General
The 2020 Bonds will be issued in the aggregate principal amount, will bear interest from such date at the
rate, and will mature on the date set forth on the inside front cover of this Limited Offering Memorandum. The 2020
Bonds will be dated the date of delivery and initially issued in fully registered book-entry form, in Authorized
Denominations. See “– Authorized Denominations” below.
9
The Depository Trust Company, New York, New York (“DTC”), will act as securities depository for the
2020 Bonds. So long as the 2020 Bonds are held in book-entry form, principal or Redemption Price of and interest
on the 2020 Bonds will be paid directly to DTC for distribution to the Beneficial Owners (as defined below) of the
2020 Bonds in accordance with the procedures adopted by DTC. See “– Book-Entry System” below. Payments of
principal or Redemption Price of and interest on the 2020 Bonds will be paid by the Trustee to DTC for subsequent
disbursement to DTC participants who will remit such payments to the Beneficial Owners of the 2020 Bonds.
Interest on the 2020 Bonds will be paid in lawful money of the United States of America semiannually on
March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on March 1, 2021. Interest
on the 2020 Bonds shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.
CONTINGENTLY, A MORAL OR OTHER OBLIGATION OF THE STATE, ANY OTHER
GOVERNMENT UNIT, OR THE ISSUER TO LEVY OR PLEDGE ANY TAX OR TO MAKE AN
ON THE 2020 BONDS EXCEPT FROM THE TRUST ESTATE OR FROM ANY OTHER MONEYS MADE
The City’s obligations under the Contribution Agreement to pay amounts equal to the Debt Service on the
2020 Bonds from the Pledged Revenues are subject to and dependent on the City’s annual appropriation of such
revenues and receipts. See “SECURITY FOR THE 2020 BONDS – Subject to Appropriation” herein.
Redemption
Optional Redemption
The 2020 Bonds maturing on or after September 1, 2031, are subject to redemption prior to maturity at any
time on and after September 1, 2030, at the option of the Issuer at the direction of the City, as a whole or in part, in
Authorized Denominations, at a Redemption Price equal to 100% of the principal amount of the 2020 Bonds to be
redeemed, plus accrued interest thereon to the date set for redemption.
In lieu of redeeming the 2020 Bonds, the Issuer shall have the right to purchase such 2020 Bonds or cause
such 2020 Bonds to be purchased on the date named for redemption at a price equal to 100% of the principal amount
of such 2020 Bonds, plus accrued interest thereon to the date named for redemption, and by their acceptance of the
2020 Bonds, the Holders thereof agree to sell the 2020 Bonds to the Issuer or any purchaser obtained by the Issuer on
such date. If there shall have been deposited with the Trustee the purchase price of such 2020 Bonds on such date,
then such 2020 Bonds shall be deemed to have been purchased on such date whether or not the Holders thereof
surrender such 2020 Bonds for purchase and such Holders shall not be entitled to interest accruing on such 2020 Bonds
subsequent to such date and shall have no claims with respect thereto except to receive the purchase price of such
2020 Bonds so held by the Trustee.
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Mandatory Sinking Fund Redemption
The 2020 Bonds maturing on September 1, 2030, are subject to mandatory sinking fund redemption prior to
maturity at a Redemption Price equal to the principal amount thereof, plus accrued interest thereon to the date set for
redemption from mandatory Sinking Fund Installments on September 1 of the following years in the following
amounts:
Redemption Date Sinking Fund Redemption Date Sinking Fund

(September 1) Installment Amount (September 1) Installment Amount
2024 $1,325,000 2028 $2,080,000
2025 1,495,000 2029 2,295,000
2026 1,685,000 2030* 2,520,000
2027 1,875,000
*final maturity
amounts:

2031 $2,750,000 2036 $4,215,000
2032 3,015,000 2037 4,555,000
2033 3,290,000 2038 4,910,000
2034 3,585,000 2039 5,285,000
2035 3,895,000 2040* 5,675,000
*final maturity
amounts:

2041 $6,090,000 2046 $ 8,465,000
2042 6,520,000 2047 9,010,000
2043 6,970,000 2048 9,585,000
2044 7,450,000 2049 10,185,000
2045 7,945,000 2050* 10,815,000
*final maturity
Any 2020 Bonds redeemed as described under “– Optional Redemption” and 2020 Bonds purchased by the
Trustee from available moneys on deposit with the Trustee in accordance with the Indenture shall be credited to the
remaining Sinking Fund Installments in the manner described herein. See “– Credits to Sinking Fund Installments
from Redemptions and Purchases of 2020 Bonds” below.
Extraordinary Mandatory Redemption
The 2020 Bonds are subject to redemption prior to maturity as a whole or in part at any time, at a Redemption
Price equal to the principal amount of the 2020 Bonds to be redeemed, plus accrued interest thereon to the date set for
redemption from:
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(1) funds transferred from the Series 2020 Project Account within the Improvement Fund to
the Series 2020 Debt Service Fund after a determination by the Issuer with the consent of the City that such amounts
are not expected to be expended for the purposes of the Series 2020 Project Account, and
(2) funds transferred from the Series 2020 Project Account within the Improvement Fund to
the Series 2020 Debt Service Fund following a certification that the Series 2020 Project has been completed.
Extraordinary Optional Redemption
Price equal to 100% of the principal amount thereof plus accrued interest thereon to the date set for redemption, at the
option of the Issuer at the direction of the City upon the occurrence of any of the following conditions or events: (i)
if title to, or the permanent use of, or use for a limited period of, any portion of the Development District or the Special
Taxing District is condemned or the subject of an agreement with, or action by, a public authority in the nature of or
in lieu of condemnation proceedings, or (ii) if any portion of the Development District or the Special Taxing District
is damaged or destroyed by fire or other casualty, in each case to the extent that the ability of the properties in the
Development District or the Special Taxing District to generate sufficient Tax Increment Revenues or Special Tax
Revenues, as applicable, to pay Debt Service on the 2020 Bonds is substantially impaired in the judgment of the City
after approval by the Issuer, which judgment may rely on information provided by the Administrator and shall be
conclusive and binding on the owners of the 2020 Bonds.
Special Mandatory Redemption from Optional Prepayments of Special Taxes
Price equal to 100% of the principal amount thereof plus accrued interest thereon to the date set for redemption, upon
the written direction of the Issuer, from amounts received by the Trustee constituting Special Taxes paid as a result of
an optional prepayment of the Special Taxes pursuant to the terms of the Rate and Method, on any date on which 2020
Bonds are subject to optional redemption. Upon any such redemption from optional prepayments of Special Taxes,
the Sinking Fund Installments becoming due in each year shall be reduced, pro rata.
Special Mandatory Redemption from Mandatory Prepayments of Special Taxes
The 2020 Bonds are subject to redemption, in whole or in part at any time, at a Redemption Price equal to
100% of the principal amount thereof plus accrued interest thereon to the date set for redemption, upon the written
direction of the Issuer, from amounts received by the Trustee constituting Special Taxes paid as a result of a Mandatory
Prepayment of the Special Tax as defined in the Rate and Method on any date on which 2020 Bonds are subject to
optional redemption at the option of the Issuer at the direction of the City, at the Redemption Price provided for such
optional redemption on such date plus interest accrued thereon to the date set for redemption. Upon any such
redemption from optional prepayments of Special Taxes, the Sinking Fund Installments becoming due in each year
shall be reduced, pro rata.
Selection of Bonds to be Redeemed
The 2020 Bonds subject to optional redemption shall be selected in such order of maturity as the Issuer may
direct, with consent of the City. If fewer than all of the 2020 Bonds of a single maturity shall be called for redemption,
the Securities Depository shall select the particular 2020 Bonds or the portions thereof to be redeemed from such
maturity in accordance with its procedures. If the book-entry system has been discontinued, the Trustee shall select
or cause to be selected the particular 2020 Bonds or portions thereof within the same maturity to be redeemed by lot
or in such other random method as the Trustee in its discretion may determine; provided, however, that the portion of
any Bond of a denomination greater than the applicable minimum Authorized Denomination to be redeemed shall be
redeemed in part only in Authorized Denominations and that, in selecting portions of 2020 Bonds for redemption, the
Trustee shall treat each Bond as representing that number of 2020 Bonds of the minimum applicable Authorized
Denomination that is obtained by dividing the principal amount of such 2020 Bond to be redeemed in part by the
minimum applicable Authorized Denomination.
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Credits to Sinking Fund Installments from Redemptions and Purchases of 2020 Bonds
If the Trustee, pursuant to the terms of the Indenture, purchases 2020 Bonds with amounts on deposit in any
account of the Series 2020 Debt Service Fund being held for the payment of any Sinking Fund Installments becoming
due on any Term Bonds in any year, such amounts shall be applied solely to the purchase of such Term Bonds,
provided that, if in any Fiscal Year the amount credited against the Sinking Fund Installment for such Term Bonds
equals or exceeds the Sinking Fund Installment for such Term Bonds due on the immediately succeeding September
1, any excess amount on deposit in the applicable account of the Debt Service Fund for the payment of such Sinking
Fund Installment shall be applied by the Trustee to the purchase of any 2020 Bonds and then outstanding as shall be
directed by the Issuer, with the consent of the City. Moneys required to pay the principal or Redemption Price of and
interest on any 2020 Bonds shall not be deemed to be available for application as provided in this paragraph.
If (i) the Trustee purchases Term Bonds during any Fiscal Year at least forty-five (45) days next preceding
any September 1 on which a Sinking Fund Installment is due with respect to such Term Bonds, (ii) the Issuer delivers
Term Bonds to the Trustee for cancellation on or before the 45th day next preceding any September 1 on which a
Sinking Fund Installment is due, or (iii) Term Bonds subject to redemption from a Sinking Fund Installment are
otherwise redeemed during such Fiscal Year, then an amount equal to 100% of the aggregate principal amount of such
Term Bonds so purchased, delivered to the Trustee for cancellation, or redeemed shall be credited against the Sinking
Fund Installment for such Term Bonds. If the aggregate principal amount of Term Bonds purchased by the Trustee
or the Issuer or redeemed in any Fiscal Year is in excess of the Sinking Fund Installment due on such Term Bonds on
the immediately succeeding September 1, the Trustee shall credit such excess against subsequent Sinking Fund
Installments as directed by the Issuer, with the consent of the City.
Notice of Redemption
So long as the 2020 Bonds are held in book-entry form, notice of redemption will be sent by the Trustee only
to DTC and not to the Beneficial Owners of 2020 Bonds under the DTC book-entry only system. None of the Issuer,
the City, and the Trustee is responsible for notifying the Beneficial Owners, who are to be notified in accordance with
the procedures in effect for the DTC book-entry system. See “– Book-Entry System” below. If the book-entry system
is discontinued, notice of redemption, containing the information required by the Indenture, will be sent by first class
mail, postage prepaid, by the Trustee to the registered owners of the 2020 Bonds to be redeemed at least twenty (20)
days prior to the redemption date.
Effect of Call for Redemption
On the date designated for redemption, notice having been given as provided in the Indenture and any
conditions to such redemption having been satisfied, the 2020 Bonds or portions of the 2020 Bonds so called for
redemption shall become and be due and payable at the Redemption Price provided for redemption of such 2020
Bonds or such portions thereof on such date and, if moneys for the payment of the Redemption Price and accrued
interest are held by the Trustee as provided in the Indenture, interest on such 2020 Bonds or such portions thereof so
called for redemption shall cease to accrue, such 2020 Bonds or such portions thereof so called for redemption shall
cease to be entitled to any benefit or security under the Indenture, and the registered owners thereof shall have no
rights in respect of such 2020 Bonds or such portions thereof so called for redemption except to receive payment of
the Redemption Price thereof and the accrued interest thereon so held by the Trustee. If a portion of a Bond which is
not held under a book-entry system shall be called for redemption, a new Bond or new 2020 Bonds in aggregate
principal amount equal to the unredeemed portion thereof shall be delivered to the registered owner upon the surrender
thereof.
Transfer and Exchange of 2020 Bonds
A 2020 Bond may be exchanged for an equal aggregate principal amount of 2020 Bonds of any Authorized
Denominations, and the transfer of such 2020 Bond may be registered, upon presentation and surrender of such 2020
Bond at the designated office of the Trustee, together with an assignment duly executed by the registered owner thereof
or such owner’s attorney or legal representative. The Issuer and the Trustee may require the person requesting any
such exchange or transfer to reimburse them for any tax or other governmental charge payable in connection therewith.
Neither the Issuer nor the Trustee shall be required to register the transfer of such 2020 Bond or make any such
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exchange of such 2020 Bond, during the fifteen (15) days preceding an Interest Payment Date applicable to such 2020
Bond, during the fifteen (15) days preceding the date of mailing of any notice of redemption or after such 2020 Bond
has been called for redemption.
Authorized Denominations
The 2020 Bonds will be issued in Authorized Denominations of $100,000 or any integral multiple of $5,000
in excess thereof.
Additional Bonds
The Indenture provides that the Issuer may issue from time to time Additional Bonds under and secured by
the Indenture for any purpose for which obligations of the Issuer may be issued under the MEDCO Act and the City
Enabling Acts, including (without limitation) (i) obtaining funds necessary to finance or refinance the completion of
the Series 2020 Project; (ii) refunding or advance refunding any Outstanding 2020 Bonds; (iii) to pay all costs
incidental to or connected with the issuance of any Additional Bonds authorized in clauses (i) and (ii) above; and (iv)
to make any deposits into the funds and accounts, including but not limited to deposits into any applicable reserve
fund, required by the provisions of the Supplemental Indenture authorizing such Series of Additional Bonds. All
Additional Bonds issued within the limitations and provisions of the Indenture shall be on parity with, and shall be
entitled to the same benefit and security of the Indenture as the 2020 Bonds. Any Supplemental Indenture authorizing
the issuance of Additional Bonds may provide that such Additional Bonds (1) to the extent allowed by the MEDCO
Act, the City Enabling Acts, and the Ordinances, will be secured by the Series 2020 Reserve Fund or any other reserve
fund securing any other Additional Bonds, (2) will not be secured by a reserve fund, or (3) will be secured by a separate
reserve fund.
The requirements for issuing Additional Bonds are set forth in the Indenture, and include (but not limited to)
the requirement that the Administrator, or such other party satisfactory to the Issuer and the City in their sole discretion,
certifies that based upon its reasonable projections:
(i) the Maximum Special Tax in every Fiscal Year in which 2020 Bonds are Outstanding shall
be at least one hundred ten percent (110%) of the total Annual Debt Service for the corresponding Fiscal
Year on the proposed Additional Bonds and any 2020 Bonds that will be Outstanding after the issuance of
such Additional Bonds, as reasonably projected by the Administrator or such other satisfactory party, to the
extent such Bonds and Additional Bonds are secured by Special Taxes;
(ii) the aggregate Tax Increment Revenues from the Applicable Parcels (defined herein) for
each succeeding Fiscal Year, calculated without regard to any real property tax credits for such Parcels, as
determined by the amount of Pledged Revenues collected by the City in the prior Fiscal Year, as adjusted by
any changes in the phased-in assessed values of property within the Development District as determined by
SDAT and estimated Tax Increment Revenues as a result of expected new development of the Applicable
Parcels, as reasonably projected by the Administrator or such other satisfactory party, shall be at least one
hundred percent (100%) of the aggregate of the Annual Debt Service for such Fiscal Year on the proposed
Additional Bonds and any Bonds that will be Outstanding after the issuance of such Additional Bonds (net
of any investment earnings on amounts on deposit in the Series 2020 Reserve Fund and any other reserve
fund securing such Bonds or Additional Bonds); and
(iii) the Value to Bonds Ratio (defined herein) shall be not less than 3.0 to 1.0.
The term “Applicable Parcels” means, collectively, each parcel within the Development District for which
(A) a Certificate of Occupancy has been issued or (B) a Building Permit has been issued and construction has
commenced pursuant to such Building Permit and, in each case, is not, as of the date of determination, delinquent in
the payment of the real property taxes due on such parcel. The term “Building Permit” means the permit issued by
the City (acting in its governmental capacity and not as a party to the City Documents) with respect to a property that
is required before the commencement of construction of the vertical improvements may lawfully occur on such
property.
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The term “Value to Bonds Ratio” means the ratio obtained when dividing (i) the aggregate full cash assessed
value or the appraised value of all the taxable property within the Development District subject to levy of Special
Taxes by (ii) the aggregate principal amount of the proposed Additional Bonds plus the aggregate principal amount
of any 2020 Bonds that will be Outstanding after the issuance of such Additional Bonds, in each case, as of the Fiscal
Year in which such Additional Bonds are issued. The appraised value shall be based on the “as is” value, except for
a parcel for which a Building Permit has been issued and construction has commenced pursuant to such Building
Permit, in which case the value may be estimated based on the value at completion and stabilization for such buildings.
By means of illustration, the Value to Bonds Ratio is determined as follows:
Value to Bonds full cash assessed value/appraised value

=
Ratio aggregate principal amount
For more information on Additional Bonds, including the conditions precedent to the issuance of Additional
Bonds to refund or advance refund all of the Bonds Outstanding immediately prior to the issuance of such Additional
Bonds, see “APPENDIX B – Proposed Form of Indenture of Trust.”
For more information on the calculation of the Maximum Special Tax and the Special Tax Requirement
component thereof, see “THE DISTRICTS AND THE PLEDGED TAX REVENUES – Rate and Method of
Apportionment of Special Taxes” herein and “APPENDIX D – Port Covington Special Taxing District Rate and
Method of Apportionment of Special Taxes.”
Book-Entry System
Principal of and interest on the 2020 Bonds are payable, so long as the 2020 Bonds are in book-entry only
form, through a securities depository, as described in APPENDIX M. DTC will act as securities depository for the
2020 Bonds. The 2020 Bonds are marketed as fully registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. Interests of
Beneficial Owners will be available in book entry only form and purchasers will not receive certificates representing
their interests in the 2020 Bonds purchased.
In the event that the book-entry only system is discontinued, the 2020 Bonds will be delivered by DTC to the
Trustee and such 2020 Bonds will be exchanged for 2020 Bonds registered in the names of the Direct Participants or
Indirect Participants or the Beneficial Owners identified to the Trustee. In such event, certain provisions of the 2020
Bonds pertaining to ownership of the 2020 Bonds will be applicable to the registered owners of the 2020 Bonds as
described in the Indenture.
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SOURCES AND USES OF FUNDS
The 2020 Bonds are being issued to provide funds, together with other available funds, to finance the Series
2020 Project (defined herein), which is expected to include, as more fully described herein, certain public and other
infrastructure improvements which will be located within the Districts. See “THE PORT COVINGTON PROJECT”
herein. The proceeds of the 2020 Bonds will also be used to initially fund the Series 2020 Reserve Fund, make a
deposit to the Series 2020 Capitalized Interest Account, pay Administrative Expenses, and pay all or a portion of the
costs of issuing the 2020 Bonds.
The table below sets forth the sources and uses of funds with respect to the 2020 Bonds.
Sources of Funds
Par Amount $137,485,000.00
Net Original Premium 1,822,903.40
Total Sources $139,307,903.40
Uses of Funds
Series 2020 Project $112,249,443.00
Series 2020 Capitalized Interest Account(†) 12,555,242.00
Series 2020 Administrative Expense Fund(††) 146,806.00
Series 2020 Reserve Fund 10,613,851.68
Costs of Issuance(†††) 3,742,560.72
Total Uses $139,307,903.40
(†)
The amount deposited in the Series 2020 Capitalized Interest Account on the Closing Date is
expected to be equal to a portion of the interest accruing on the 2020 Bonds from their issuance
through September 1, 2023.
(††)
The amount deposited in the Series 2020 Administrative Expense Fund is expected to be equal
to net Administrative Expenses for the 2020 Bonds from their issuance through September 1, 2023.
(†††)
Includes (but is not limited to) fees and expenses of counsel; fees and expenses of the Trustee;
printing costs; Underwriters’ discount; certain other Administrative Expenses; and other costs
associated with the issuance of the 2020 Bonds.
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ANNUAL DEBT SERVICE
The following table presents the Debt Service schedule for the 2020 Bonds based on the maturity dates and
interest rates set forth on the inside front cover of this Limited Offering Memorandum and assumes no redemptions
other than mandatory sinking fund redemptions are made. The table does not include any Administrative Expenses
with respect to the Districts.
Annual Debt Service for 2020 Bonds

Period Ending Annual Debt
(September 1) Principal Interest Service
2021 - $ 3,614,891 $ 3,614,891
2022 - 5,399,838 5,399,838
2023 - 5,399,838 5,399,838
2024 $ 1,325,000 5,399,838 6,724,838
2025 1,495,000 5,356,775 6,851,775
2026 1,685,000 5,308,188 6,993,188
2027 1,875,000 5,253,425 7,128,425
2028 2,080,000 5,192,488 7,272,488
2029 2,295,000 5,124,888 7,419,888
2030 2,520,000 5,050,300 7,570,300
2031 2,750,000 4,968,400 7,718,400
2032 3,015,000 4,858,400 7,873,400
2033 3,290,000 4,737,800 8,027,800
2034 3,585,000 4,606,200 8,191,200
2035 3,895,000 4,462,800 8,357,800
2036 4,215,000 4,307,000 8,522,000
2037 4,555,000 4,138,400 8,693,400
2038 4,910,000 3,956,200 8,866,200
2039 5,285,000 3,759,800 9,044,800
2040 5,675,000 3,548,400 9,223,400
2041 6,090,000 3,321,400 9,411,400
2042 6,520,000 3,077,800 9,597,800
2043 6,970,000 2,817,000 9,787,000
2044 7,450,000 2,538,200 9,988,200
2045 7,945,000 2,240,200 10,185,200
2046 8,465,000 1,922,400 10,387,400
2047 9,010,000 1,583,800 10,593,800
2048 9,585,000 1,223,400 10,808,400
2049 10,185,000 840,000 11,025,000
2050 10,815,000 432,600 11,247,600
TOTAL $137,485,000 $114,440,666 $251,925,666
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SECURITY FOR THE 2020 BONDS
Special, Limited Obligations
The 2020 Bonds are secured by the Pledged Revenues (generated from ad valorem real property taxes and
special taxes as described herein) transferred to the Trustee by the City pursuant to the Contribution Agreement and
by certain other funds and accounts that are part of the Trust Estate, including, without limitation the Series 2020
Reserve Fund.
Except for the Pledged Revenues, no other assessments or taxes are pledged to the payment of the 2020
Bonds. See “– Trust Estate” below. See also “APPENDIX E – Proposed Form of Indenture of Trust.”
The 2020 Bonds do not contain a provision allowing for the acceleration of the 2020 Bonds in the event of a
payment default or other default under the terms of the 2020 Bonds or the Indenture. The ultimate source of recovery,
in the event of a default on the payment of real property taxes or any Special Tax levied, would be the tax sale
provisions described below. See “THE DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues
– Property Tax Collection Procedures” below.
CONTRIBUTION AGREEMENT IS NOT A GENERAL OBLIGATION OF THE CITY. THE PURCHASE
OF THE 2020 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE OF RISK, INCLUDING THE
RISK OF NONPAYMENT OF PRINCIPAL AND INTEREST. SEE “RISK FACTORS” HEREIN FOR A
DISCUSSION OF SUCH FACTORS THAT SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER
MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE 2020
BONDS.
Trust Estate
The Trust Estate, as described in the Indenture, consists of the right, title, and interest of the Issuer in the
following: (i) all of the Pledged Revenues; (ii) all moneys from time to time on deposit in the Improvement Fund,
and the Series 2020 Project Account, the Series 2020 Capitalized Interest Account within the Improvement Fund, the
Debt Service Fund, the Series 2020 Reserve Fund, the Pledged Revenues Fund, the Tax Increment Account and the
Special Taxes Account, within the Pledged Revenues Fund, and any other accounts created pursuant to the Indenture;
(iii) the Contribution Agreement; and (iv) any and all other real or personal property of every name and nature from
time to time after the date of issuance of the 2020 Bonds by delivery or by writing of any kind conveyed, mortgaged,
pledged, assigned or transferred, as and for additional security under the Indenture by the Issuer or by anyone on its
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behalf, or with its written consent, to the Trustee (collectively, the “Trust Estate”). See “– Subject to Appropriation”
below.
Contribution Agreement
The 2020 Bonds and the interest thereon are secured and payable from amounts transferred by the City
pursuant the Contribution Agreement. Amounts to be transferred consist of the Tax Increment Revenues, and, to the
extent the Tax Increment Revenues are insufficient, Special Tax Revenues collected from the property within the
Special Taxing District, including any Tax Increment Revenues and Special Tax Revenues recovered by the City from
the proceeds of the sale or redemption of any property in the Districts subject to sale by the City for nonpayment of
property taxes, in each case if, as and when appropriated.
The City covenants in the Contribution Agreement to deposit the Tax Increment Revenues collected from
the Development District into the Tax Increment Fund and the Special Tax Revenues collected from the Special
Taxing District into the Special Tax Fund. To the extent Tax Increment Revenues are insufficient, the Debt Service
with respect to the 2020 Bonds is expected to be funded by Special Taxes, if any, collected, and appropriated by the
City and transferred to the Trustee pursuant to the Contribution Agreement.
For more information on the Contribution Agreement, see “APPENDIX F – Form of Contribution
Agreement.”
Application of Pledged Revenues
Pursuant to the Contribution Agreement, within each Fiscal Year, on each February 15 and the following
June 15 (with respect to payments of principal of and interest on the 2020 Bonds on the immediately succeeding
Interest Payment Date) and on any other date required for the payment of any other obligations relating to the Districts,
the City shall withdraw moneys representing:
FIRST: the Tax Increment Revenues from the Tax Increment Fund, and
SECOND: the Special Tax Revenues from the Special Tax Fund, but only to the extent amounts
provided for in clause FIRST above are insufficient to pay the amounts required by clauses (i) through (iii)
below,
and transfer such moneys, in the following amounts for the following purposes in the following order of priority, to
the Trustee:
(i) such amount as shall be determined by the Issuer to be necessary to pay Administrative
Expenses (as reflected in a certificate of the Authorized Officer of the Issuer delivered to the City),
(ii) the amount necessary after taking into account any other amounts then on deposit in the
Debt Service Fund, amounts on deposit in the Series 2020 Capitalized Interest Account, and any surplus
amounts on deposit in the Series 2020 Reserve Fund available to be transferred to the Debt Service Fund to
make the amount in Debt Service Fund equal the Debt Service due on the immediately succeeding Interest
Payment Date or such other payment date, as applicable, and
(iii) the amount necessary, taking into account amounts then on deposit in the Series 2020
Reserve Fund after giving effect to any amount required to be transferred from the Series 2020 Reserve Fund
to the Debt Service Fund, to make the amount in the Series 2020 Reserve Fund equal the Reserve
Requirement;
provided that the City’s obligation to make such transfers from the Tax Increment Fund and the Special Tax Fund
shall be subject to annual appropriation by the City for such purposes.
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As soon as practicable following receipt thereof, the Trustee shall deposit all Tax Increment Revenues
received from the City pursuant to the Contribution Agreement to the credit of the Tax Increment Account and Special
Tax Revenues received from the City pursuant to the Contribution Agreement to the credit of the Special Taxes
Account.
On or before each Interest Payment Date, on each date on which the principal or Redemption Price of any
2020 Bonds becomes due and on any other date required for the payment of any Administrative Expenses, the Trustee
shall withdraw, first, from the Tax Increment Account and, then, to the extent amounts in the Tax Increment Account
are insufficient therefor, from the Special Taxes Account and transfer the following amounts to the following funds
in the following order of priority: (A) to the Administrative Expense Fund, such amount as shall be determined by
the Administrator and provided to the Trustee to be necessary to pay Administrative Expenses, (B) to the Debt Service
Fund, the amount necessary, taking into account any amounts then on deposit in the Debt Service Fund and amounts
on deposit in the Series 2020 Capitalized Interest Account and any surplus amounts on deposit in the Series 2020
Reserve Fund available for transfer to the Debt Service Fund, to make the amount in the Debt Service Fund equal the
principal, premium, if any, and interest due on the Bonds on such date, and (C) to Series 2020 Reserve Fund, the
amount necessary, taking into account amounts then on deposit in the Series 2020 Reserve Fund after giving effect to
any amount required to be transferred from the Series 2020 Reserve Fund to the Debt Service Fund, to make the
amount in the Series 2020 Reserve Fund equal the Reserve Requirement.
On June 15 of each Fiscal Year, commencing with the first Fiscal Year in which the amount of Tax Increment
Revenues collected by the City is not less than the Debt Service due on the outstanding 2020 Bonds on March 1 of
such Fiscal Year and the September 1 of the following Fiscal Year, as confirmed by the Administrator, after any
transfer required by the Indenture to the Debt Service Fund, the Series 2020 Reserve Fund, and the Administrative
Expense Fund, any balance on deposit in, or deposited to (1) the Special Taxes Account shall be transferred by the
Trustee to the Debt Service Fund, and (2) the Tax Increment Account in excess of the amount required to pay Debt
Service on the 2020 Bonds on the immediately succeeding September 1 shall be withdrawn by the Trustee and paid
to the City free and clear of the lien of the Indenture or transferred to the Debt Service Fund for application as directed
by the City, but in each case subject to appropriation of such amounts by the City for such purposes.
On June 15 of each year, after the City has made the transfers required by the Contribution Agreement, any
balance on deposit in, or deposited to, (i) the Tax Increment Fund may be withdrawn by the City free and clear of the
lien of the Contribution Agreement and (ii) the Special Tax Fund may be transferred by the City to the Trustee for
deposit to the Debt Service Fund, but in each case subject to appropriation of such amounts by the City for such
purposes.
For additional information on the Pledged Revenues, see “THE DISTRICTS AND THE PLEDGED
REVENUES” herein. For additional information on the security for the 2020 Bonds, see “APPENDIX E – Proposed
Form of Indenture of Trust” and “APPENDIX F – Form of Contribution Agreement.”
Subject to Appropriation
The City Enabling Acts require that the City’s obligations under the Contribution Agreement and its
obligations to pay the costs and expenses of performing its obligations thereunder, including, without limitation, its
obligation to transfer Tax Increment Revenues and Special Tax Revenues to pay principal of and interest on the 2020
Bonds, are subject to, and dependent upon, the City’s annual appropriation of funds deposited in the Tax Increment
Fund and the Special Tax Fund. The City is not legally obligated to make such appropriations. See “APPENDIX
E – Proposed Form of Indenture of Trust” and “APPENDIX F – Form of Contribution Agreement.” See also “RISK
FACTORS – Failure to Appropriate.”
During the fall of each Fiscal Year, each City agency submits operating budget requests to the City’s
Department of Finance and capital budget requests to the City’s Planning Commission. Following review of the
respective budget requests, the Department of Finance and the Planning Commission prepare recommendations that
are submitted to the Board of Estimates of the City (the “Board of Estimates”) for its review and recommendation to
the City Council. The Board of Estimates also conducts formal hearings on the various agency budget requests. On
the basis of its review, the Board of Estimates prepares and submits a proposed Ordinance of Estimates to the City
Council. The City Council conducts public hearings on the Ordinance of Estimates and may reduce or eliminate
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budget items, but may not increase or add new items. In order to approve the Ordinance of Estimates, the City Council
must vote to pass the Ordinance of Estimates as submitted or with reductions to the appropriations included therein.
The Ordinance of Estimates, as approved by the City Council, is submitted to the Mayor who may further reduce or
eliminate budget items, but may not increase or add new items, prior to signing the Ordinance of Estimates into law.
Series 2020 Reserve Fund
The Indenture provides that the Series 2020 Reserve Fund must be maintained in an amount equal to the
Reserve Requirement, which is defined in the Indenture to mean, with respect to 2020 Bonds Outstanding (and any
other Additional Bonds issued pursuant to a Supplemental Indenture that provides that such Additional Bonds shall
be secured by the Series 2020 Reserve Fund), an amount equal to the least of 10% of the original principal amount of
the Bonds secured thereby, 125% of the average Annual Debt Service on the Bonds secured thereby as of the Closing
Date or the Maximum Annual Debt Service on the Bonds secured thereby. “Annual Debt Service” means, for each
Fiscal Year, the sum of (i) the interest due on the Outstanding Bonds in such Fiscal Year, and (ii) the principal amount
of and the Sinking Fund Installments for the Outstanding Bonds due in such Fiscal Year. See “APPENDIX E –
Proposed Form of Indenture of Trust” and “APPENDIX F – Form of Contribution Agreement.”
The Indenture establishes the Series 2020 Reserve Fund. The amounts necessary to fund the Reserve
Requirement with respect to the 2020 Bonds will be deposited in the Series 2020 Reserve Fund from proceeds of the
2020 Bonds.
Initially, the Reserve Requirement with respect to the Series 2020 Reserve Fund is equal to $10,613,851.68,
which is equal to 125% of the average Annual Debt Service on the 2020 Bonds.
The Issuer, with the approval of the City, shall have the option to replace the funds in the Series 2020 Reserve
Fund with a Reserve Fund Credit Facility (defined herein) to be held by the Trustee to the credit of the Series 2020
Reserve Fund.
Moneys in the Series 2020 Reserve Fund shall be used solely for the purpose of making transfers to the Debt
Service Fund to pay the principal or Redemption Price of and interest on the Outstanding Bonds secured thereby when
due, in the event that moneys in the Debt Service Fund are insufficient therefor, making transfers to the Rebate Fund
to make any required rebate payments to the federal government in accordance with the provisions of the Indenture,
paying the principal or interest due on the 2020 Bonds secured thereby at the final maturity of such 2020 Bonds, or if
the amount then on deposit in a Series 2020 Reserve Fund is at least equal to the applicable Reserve Requirement, for
transfer in accordance with the provisions of the Indenture described below. The Series 2020 Reserve Fund will be
replenished from Tax Increment Revenues, to the extent such revenues are available and appropriated for such
purpose, and then from Special Tax Revenues, when and as appropriated, to the extent that the Special Taxes, if any,
may be collected as set forth in the Rate and Method. However, no assurances can be given that such amounts will
be sufficient to satisfy the deficiency or that the City will appropriate funds therefor.
The Indenture provides that on any Interest Payment Date, or on any date at the request of the Issuer or the
City, if the amounts in a Series 2020 Reserve Fund exceed the applicable Reserve Requirement, the Trustee shall
provide written notice to the Issuer and the City of the amount of such excess and shall transfer such excess in the
following order of priority from the Series 2020 Reserve Fund: (i) to the Series 2020 Capitalized Interest Account
during the Series 2020 Capitalized Interest Period and (ii) thereafter, (A) to the Administrative Expense Fund or (B) to
the Debt Service Fund, as shall be directed by the Issuer with the consent of the City.
Whenever the balance in the Series 2020 Reserve Fund equals or exceeds the amount required to redeem or
pay the Outstanding 2020 Bonds secured thereby, including interest accrued to the date of payment or redemption and
premium, if any, due upon redemption, the Trustee shall transfer the amount in the Series 2020 Reserve Fund to the
Debt Service Fund. In the event that the amount so transferred from the Series 2020 Reserve Fund to the Debt Service
Fund exceeds the amount required to pay and redeem Outstanding Bonds secured by the Series 2020 Reserve Fund,
and subject to certain conditions set forth in the Indenture, the amount of the excess shall be paid to the City free and
clear of the lien of the Indenture.
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In determining the value of the assets of the Series 2020 Reserve Fund, there shall be credited to the Series
2020 Reserve Fund the amount that can be realized by the Trustee under any letter of credit, insurance policy, guaranty,
surety bond or other similar facility (a “Reserve Fund Credit Facility”) delivered to the Trustee by the Issuer with the
approval of the City if each of the following conditions is met: (i) on the date of delivery of such Reserve Fund Credit
Facility to the Trustee and throughout the period during which such Reserve Fund Credit Facility is credited to the
Series 2020 Reserve Fund, the unsecured indebtedness or claims-paying ability of the issuer thereof is rated in one
of the three highest rating categories of at least one Rating Agency (without regard to any gradation within such
category); (ii) such Reserve Fund Credit Facility requires that the issuer thereof provide written notice to the Trustee
of any downgrade in any rating of such issuer if the result of such downgrade would cause such rating to fall below
the requirements set forth in the Indenture and, as of the date of valuation the Trustee has not received such notice;
(iii) such Reserve Fund Credit Facility permits the Trustee to realize amounts thereunder at such time as the Trustee
is required to transfer any amount (other than any excess) from the Series 2020 Reserve Fund in accordance with the
Indenture; (iv) such Reserve Fund Credit Facility permits the Trustee to realize amounts thereunder (A) prior to the
expiration thereof, if no replacement Reserve Fund Credit Facility is delivered to the Trustee prior to such expiration
date, unless the expiration date of such Reserve Fund Credit Facility is after the maturity date of the Outstanding
Bonds secured thereby and (B) upon any downgrade in any rating of the issuer thereof if such downgrade would cause
such rating to fall below the requirements set forth in the Indenture; and (v) on the date of delivery of such Reserve
Fund Credit Facility to the Trustee, there has been delivered to the Issuer, the City, and the Trustee an opinion of Bond
Counsel as required by the Indenture. See “APPENDIX E – Proposed Form of Indenture of Trust.”
Permitted Investments
Moneys in the funds and accounts created by the Indenture and held by the Trustee are to be invested, as
directed by the Issuer after consultation with the City in Permitted Investments that shall be deemed at all times to be
a part of such funds and accounts. See “APPENDIX E – Proposed Form of Indenture of Trust” for descriptions of the
Permitted Investments.
Any income realized or loss resulting from Permitted Investments shall be credited or charged to the fund or
account from which such investment was made, except that in the event that the Series 2020 Reserve Fund is funded
with cash or securities in an amount at least equal to the Reserve Requirement, investment earnings on the Series 2020
Reserve Fund shall be applied as described above under “– Series 2020 Reserve Fund” herein.
Moneys in the Special Tax Fund shall be invested by the City in Permitted Investments and moneys in the
Tax Increment Fund shall be invested in any lawful investment for funds of the City.
Owner and Developer Not Liable for 2020 Bonds
Neither the Owner, any other owners of property in the Districts, the Developer, nor any affiliate, partner,
member, officer, director, agent or representative of any of the foregoing has pledged its credit or assets or has provided
any guarantee, surety or undertaking of any kind, moral or otherwise, to pay the principal of, premium (if any) and
interest on, the 2020 Bonds, although the foregoing does not limit or release any obligation of the Owner, or any other
owner of property in the Districts, to pay any City ad valorem tax or Special Tax applicable to property in the Districts
owned by such person.
THE OWNER
The information appearing below under this heading has been furnished by the Owner and the Developer for
inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been
independently verified by the Issuer, the City, the Underwriters, or their respective counsel and no person other than
the Owner or the Developer makes any representation or warranty as to the accuracy or completeness of any
information supplied by the Owner or the Developer. The information included under the heading “RISK
FACTORS,” as it relates to the information contained under this heading, is hereby incorporated under this heading
by this reference.
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General
Baltimore Urban Revitalization LLC, a Delaware limited liability company (the “Owner” or “BUR”), is a
joint venture comprised of two members (each, a “Member”): Baltimore Revitalization Direct Investor, LLC, a
Maryland limited liability company (the “Managing Member”), which serves as managing member and now owns
approximately 28% of the membership interests of the Owner (which is expected to reduce to 25% as other capital
contributions are made to the Owner in accordance with the requirements of the JV Agreement (defined herein)), and
Baltimore Urban Revitalization Equity Investor LLC, a Delaware limited liability company (“BUREI/GS”), a single-
purpose Delaware limited liability indirectly owned by The Goldman Sachs Group, Inc., which currently owns
approximately 72% of the membership interests of the Owner (and is expected to increase to 75% as other capital
contributions are made to the Owner in accordance with the requirements of the JV Agreement; see “– GS Sponsor
Overview” below). The Owner is governed by the Third Amended and Restated Operating Agreement between
BUREI/GS and the Managing Member dated as of August 11, 2017 (as the same has been and may be further
supplemented or amended, the “JV Agreement”), certain provisions of which are described below.
The Managing Member is a Maryland limited liability company comprised of (i) Baltimore Revitalization
Indirect Investor, LLC (“BRII”), a Maryland limited liability company, which holds a 90% membership interest, and
(ii) JHWDB Baltimore, LLC (“JHWDB Baltimore”), a Maryland limited liability company, which holds a 10%
membership interest (which interest does not require any capital contributions). The day-to-day operations of Owner
are conducted by the Managing Member, with BUREI/GS having the right to approve major decisions.
BRII is owned by a subsidiary of Sagamore Development Holdings, LLC (“Sagamore”), a limited liability
company formed by Marc Weller, Founding Partner of the Developer, in partnership with Kevin Plank, Founder,
Executive Chairman, and Brand Chief of Under Armour, Inc. (“UA”). JHWDB Baltimore is wholly owned by MWSS
Investments, LLC, an entity with membership interests held by Marc Weller (80%) and Steven Siegel (20%). See
“THE PORT COVINGTON PROJECT – The Developer” herein for additional information on Marc Weller and
Steven Siegel.
While the Owner will engage in pre-development initiatives across the parcels that comprise the Port
Covington Project (as more fully described below), each parcel within the Chapter 1B Development has been
conveyed to a separate entity to undertake the development of that parcel.
The wholly-owned subsidiary of the Owner which owns each of the parcels in the Chapter 1B Development
(as described below) is 300 East Cromwell Street, LLC, which will further transfer such parcels to separate entities
on or around the date of the issuance of the 2020 Bonds to fully develop such parcel. See “THE PORT COVINGTON
PROJECT – Chapter 1B Vertical Improvements” herein for a description of the separate entities which will own each
of the parcels which comprise the parcels included in the Chapter 1B Development.
An organizational chart for the Owner (shown as the “joint-venture” in the chart) and its subsidiaries is on
the following page. (Parcel E7 (as further described herein) will be transferred to an entity related to the Owner to be
created in connection with such transfer and does not yet appear on the ownership structure chart below.)
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GS Sponsor Overview
Goldman Sachs Urban Investment Group. Established in 2001, the Goldman Sachs Urban Investment Group
(“GSUIG”) is a multi-asset class investing and lending business within the Goldman Sachs’ Merchant Banking
Division of The Goldman Sachs Group, Inc. (“Goldman Sachs”), a publicly traded bank holding company and a
financial holding company, and a worldwide, full-service investment banking, broker-dealer, asset management, and
financial services organization. Goldman Sachs provides a wide range of financial services to a substantial and
diversified client base that includes corporations, financial institutions, governments, and high net worth individuals.
As such, it acts as an investment banker, research provider, investment manager, financier, advisor, market maker,
prime-broker, derivatives dealer, lender, counterparty, agent, and principal.
GSUIG deploys Goldman Sachs’ capital to projects that benefit urban communities, and through its
comprehensive community development platform, GSUIG serves as a catalyst for the revitalization of underserved
neighborhoods. Since its inception, GSUIG has committed over $9.6 billion, facilitating the creation and preservation
of over 40,300 housing units - the majority of which are affordable to low-, moderate-, and middle-income families -
as well as over 2,800,000 square feet of community facility space plus over 11,200,000 square feet of commercial,
retail, and industrial space.
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BUREI/GS, the wholly owned subsidiary of Goldman Sachs that currently holds a 72% membership interest
in the Owner, will increase such stake to 75% through capital contributions made to the Owner in accordance with the
JV Agreement. Such contributions are required to be made upon the achievement of certain milestones that enhance
the value of the property, such as completion of the Chapter 1B Development (as described herein) and the completion
of the Chapter 1B Infrastructure Improvements. Following the achievement of such milestones, the JV Agreement
requires additional capital contributions from BUREI/GS, which in turn increase its ownership interests closer to the
ultimate 75%.
Overview of the JV Agreement
The Owner was formed pursuant to the JV Agreement to acquire, own, develop, and operate, directly or
through wholly-owned subsidiaries, the Port Covington Project (as more fully described below). Each contemplated
“Chapter” (as described below) of the Port Covington Project and each parcel within each Chapter (each individual
parcel within a Chapter, a “Parcel” and, collectively, the “Parcels,” which defined terms include the Parcels being
developed in the Series 2020 Project and any Parcels now owned or later acquired in accordance with the JV
Agreement) will be described in the business plan included in the JV Agreement, as that plan is modified from time
to time, though no less frequently than annually.
The Owner is organized and formed for the purposes of engaging in the necessary pre-development, master
planning, site clean-up and infrastructure work required to create parcels which are ready for subsequent vertical
development (the “Horizontal Development”) within the entirety of the Port Covington Project and, to the extent
agreed upon, the vertical development (the “Vertical Development”) of the Parcels through separate entities. In the
event that it is determined, in accordance with the terms of the JV Agreement, that the Owner will proceed with the
Vertical Development pertaining to any Parcel, such Parcel will be conveyed to an entity in which the Owner or a
subsidiary is a partner or member.
Key Principals
At all times during the existence of the Owner (provided that the Managing Member or an affiliate thereof is
then the Managing Member of the Owner), the Managing Member is required to ensure that Kevin Plank and Marc
Weller (collectively, the “Key Principals”) continuously maintain, directly or indirectly, control over the Managing
Member. However, the Managing Member does have the right to appoint a replacement Key Principal to replace Marc
Weller, provided that the Managing Member also appoints a corresponding replacement Guarantor (as defined below)
to replace Marc Weller and a replacement developer, each of which such replacements must be acceptable to
BUREI/GS as to reputation, experience and financial wherewithal.
Contract Termination Rights
Under the terms of the JV Agreement, BUREI/GS, acting alone, has the exclusive right and authority on
behalf of the Owner to exercise the termination rights under and in accordance with the terms of any contract or
agreement between the Owner or any of its subsidiaries, on the one hand, and Sagamore (in such capacity, the
“Sponsor”), any Sponsor-affiliate or any person in which Sponsor or any Sponsor-affiliate holds an economic interest
on the other hand (each, a “Sponsor Contract”); or any contract or agreement between the Owner or any of its
subsidiaries, on the one hand, and Developer, any Developer-affiliate or any person in which Developer or any
Developer-affiliate holds an economic interest, on the other hand (each, a “Developer Contract”). Neither the
Managing Member nor the Owner can agree to any amendment or modification of any Sponsor Contract or any
Developer Contract except following receipt of any approvals of BUREI/GS.
Transfer of Interests in Owner
Except as provided in the JV Agreement, no member of the Owner may engage in or permit a transfer of any
portion of its interest therein. Permitted transfers for the Managing Member under the JV Agreement include those
with consent of all members and transfers that result in the current members retaining at least 85% (either directly or
indirectly), of the interests of the Owner (which amount is reduced to 51% upon the death of any natural person that
is a Key Principal or direct or indirect member of Managing Member date the Owner was formed). In addition, after
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the completion of the Horizontal Development in accordance with the JV Agreement, and provided that the
headquarters for UA, are constructed in the Port Covington Peninsula and remain in Port Covington subsequent to
such transfer, the Managing Member may transfer its interest to a Qualified Developer (as defined in the JV Agreement
to include an entity having experience with development of similar size projects in the area, having a sponsor that has
the financial wherewithal that is commensurate with that of the Guarantors and Key Principals, and that is otherwise
reasonably acceptable to BUREI/GS upon prior written notice to BUREI/GS but without the prior written consent of
BUREI/GS).
BUREI/GS cannot transfer its interest without the prior written consent of Managing Member, except to
(i) any affiliate or fund in which Goldman Sachs is and thereafter continues to be the controlling party and/or
(ii) (subject to offering the Managing Member the right to purchase the interest), any “Qualified Transferee.” A
Qualified Transferee must meet certain criteria as defined in the JV Agreement, including having liquid assets
(including, without limitation, unfunded capital commitments) of at least $200,000,000 (following the consummation
of the contemplated transaction) and has a tangible net worth of at least $2,000,000,000.
Vertical Development Opportunity and Sale of Parcels
At such time as any individual Parcel is ready for Vertical Development, the Managing Member must provide
BUREI/GS the first opportunity to cause the Owner to participate in the Vertical Development opportunity in such
Parcel. If BUREI/GS elects not to approve the applicable Vertical Development opportunity as a Vertical
Development of a Parcel to be developed by the Owner, the Managing Member must endeavor to sell such Parcel,
joint venture such Parcel, or otherwise enter into a transaction that advances the Vertical Development of such Parcel
by a Person other than the Owner, by a date that is no later than the date that is eighteen (18) months after the outside
date for completion of the Horizontal Development of such Parcel as set forth in the business plan in the JV Agreement.
In the event that the Managing Member fails to cause such a transaction to occur with due diligence, BUREI/GS has
the unilateral right to cause the Owner to effectuate a sale of such Parcel, subject to certain extension rights more fully
described in the JV Agreement.
Remedies on Default
Upon the occurrence of a Default under the JV Agreement, among other remedies, BUREI/GS has the right
to replace Managing Member and become the Managing Member or appoint a new manager of the Owner. If
BUREI/GS exercises such right, BUREI/GS must use commercially reasonable efforts to cause the applicable third-
party lenders to release the Guarantors from all liability under any guaranties associated with financing of any part of
the Port Covington Project.
In the event that the Managing Member or any of the Guarantors or Key Principals engages in or commits
an act of fraud, embezzlement or moral turpitude (as defined in the JV Agreement), or commits a felony (each, an
“Extraordinary Default” under the JV Agreement), BUREI/GS has the right to purchase the interest of the Managing
Member for a discounted price.
Other items of “Default” by the Managing Member or any Guarantor or Key Principal under the JV
Agreement include certain bankruptcy and acts of insolvency; gross negligence or willful misconduct, knowing
material misrepresentation; and/or material breaches of a material provision of the JV Agreement (including certain
key milestones) beyond any applicable notice and/or cure period; and failure to fund certain cost overruns (which are
all construction cost overruns related to the Horizontal Development (including the Chapter 1B Infrastructure
Improvements, as defined below) that are not otherwise approved, including those that are the result of the gross
negligence or intentional misconduct of the Managing Member).
Rights of Sale
Return of Capital Contributions. If, on a date which is the earlier of (a) July 1, 2022 and (b) twelve months
after the sale of all of the Parcels in the Chapter 1 Development as described below, BUREI/GS has not had a return
of all of its capital contributions made to the Owner, then BUREI/GS has the right to cause the Owner to sell or dispose
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of as many Parcels in the remaining Chapters as are needed to cause BUREI/GS to have a return of all of its Capital
Contributions made to the Owner.
Under Armour Exit Event. In the event that, at any time during the term of JV Agreement, UA (i) files for
Bankruptcy, (ii) liquidates or otherwise ceases to do business, (iii) determines not to proceed with the development of
its headquarters or moves its headquarters anywhere that is not within the Port Covington Peninsula, or
(iv) experiences a downgrade in its bond rating to or below “highly speculative,” (i.e., either B1, B2 or B3 by Moody’s
Investors Service (“Moody’s”) and either B+, B or B- by S&P Global Ratings (“S&P”)) by both Moody’s and S&P,
then BUREI/GS has the right to cause the Owner to sell or dispose of the Port Covington Project.
Sale of Assets on Death or Incapacity. In the event of the death, or incapacity for a consecutive period in
excess of three (3) months, of either of the Key Principals, BUREI/GS shall have the unilateral right to cause the
Owner to sell or dispose of some or all of the Owner assets.
Guaranties
The obligations (as further described below) of the Managing Member under the JV Agreement (with respect
to knowing breaches only) are guaranteed, jointly and severally, by Marc Weller (and any replacement for Marc
Weller appointed by the Managing Member with the approval of BUREI/GS in accordance with the terms of the JV
Agreement), Sagamore, and Kevin Plank (collectively, the “Guarantors”) pursuant to the terms of a Non-Recourse
Carveout Guaranty and Indemnity Agreement (the “Carveout Guaranty”). The Carveout Guaranty is (1) a joint and
several guaranty of the matters described below, and (2) a joint and several indemnity against certain customary “bad-
boy” acts including (i) fraud or knowing material misrepresentations in connection with the Port Covington Project,
the entities involved and the operating agreement of the Owner; (ii) gross negligence or willful misconduct; (iii)
intentional physical waste of the Port Covington Project; and (iv) violations of environmental laws.
The other guaranteed matters include the following: the Managing Member’s indemnity obligation in
connection with a knowing breach of its representations and warranties in the JV Agreement; the Managing Member’s
indemnity obligations with regard to certain “excluded assets” comprised of the properties owned by entities within
the Port Covington Project that are not part of the BUREI/GS investment, including City Garage, Rye Street Tavern,
Sagamore Distillery, and Nick’s Fish House within the Chapter 1A Development; the Managing Member’s obligations
relative to cost overruns (relating to the Horizontal Development, including the Chapter 1B Infrastructure
Improvements) that have not been approved by BUREI/GS (including those that are the result of the gross negligence
or intentional misconduct of the Managing Member); and Managing Member’s obligation to make certain
reconciliation payments under the JV Agreement with respect to distributions received thereunder. Additionally, the
Carveout Guaranty requires the Guarantors to reimburse BUREI/GS and the Owner for any costs of collecting amounts
due under the Guaranty, including attorney fees.
The Carveout Guaranty provides that Kevin Plank’s liability is limited thereunder, but such limitation does
not apply to the guaranty of reconciliation payments; the guaranty of collection expenses; the personal fraud or
knowing misrepresentation of Kevin Plank; and the personal gross negligence or willful misconduct of Kevin Plank.
The Carveout Guaranty also requires that Marc Weller and Sagamore combined must maintain certain net worth and
liquidity levels, failing which Kevin Plank can propose the addition of another Kevin Plank affiliate as a guarantor to
meet any shortfalls, which must be approved by BUREI/GS.
Litigation with Respect to UA and Kevin Plank
From time to time, UA is involved in litigation and other proceedings, including matters related to
commercial and intellectual property disputes, as well as trade, regulatory and other claims related to its business. UA
routinely discloses any material litigation as part of its required corporate filings with the United States Securities and
Exchange Commission (the “SEC”). Included in UA’s material pending legal proceedings described in such filings,
UA disclosed that in July 2020, UA, as well as Kevin Plank and David Bergman (together, the “Executives”), received
“Wells Notices” from the SEC relating to UA’s disclosures covering the third quarter of 2015 through the period
ending December 31, 2016, regarding the use of “pull forward” sales in connection with revenue during those quarters.
A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any
law, and to date no legal proceedings have been brought against UA or the Executives with respect to this matter. UA
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and the Executives maintain in filings with the SEC that their actions were appropriate and are pursuing the Wells
Notice process, including engaging in a dialogue with the SEC Staff to resolve such matter.
UA and the Executives (including certain other current and former members of UA’s Board of Directors and
certain former UA executives) are also subject to stockholder derivative complaints from time to time. One such
outstanding shareholder suit includes allegations related to the purchase price paid with respect to certain parcels of
land located in the Special Taxing District from entities controlled by Kevin Plank through Sagamore. The operative
complaint asserts breach of fiduciary duty and corporate waste claims against the individual defendants in connection
with the UA purchase of these parcels and a claim against Sagamore for supposedly aiding and abetting those alleged
breaches. In UA’s filings with the SEC, UA has stated that it believes that the claims asserted in these derivative
complaints are without merit and intends to defend these matters vigorously. However, because of the inherent
uncertainty as to the outcome of these proceedings, UA is unable to estimate the possible impact of the outcome of
these matters.
Legal proceedings in general, and securities and class action litigation and regulatory investigations in
particular, can be expensive and disruptive. Insurance may not cover all claims that may be asserted against UA or the
Executives and UA cannot predict how long the legal proceedings to which UA or the Executives are currently subject
will continue. An unfavorable outcome of any legal or enforcement proceeding may have an adverse impact on UA’s
or the Executives’ business, financial condition and results of operations or UA’s stock price.
Community Benefits Agreements
The Owner is committed to providing affordable housing, promoting supplier diversity, creating job
opportunities for Baltimore City residents through local hiring, and fostering the growth of minority and women-
owned firms, contractors, and local businesses, and has entered into certain community benefits agreements with
respect to the Port Covington Project.
Memorandum of Understanding with Baltimore City
Sagamore Development Company, LLC (“SDC”), a full-service real estate company founded by Marc Weller
and Kevin Plank in 2013, entered into the largest community benefits agreement in Baltimore City’s history: the New
Port Covington Amended and Restated Consolidated Memorandum of Understanding dated September 14, 2016, and
the supplemental Memorandum of Understanding dated April 26, 2017, each by and between the Mayor and City
Council of Baltimore and SDC (collectively, the “City MOU”). As part of the City MOU, SDC agreed to (i) certain
commitments relating to hiring Baltimore City residents, including workforce development training and apprentice
opportunities and the payment of certain minimum wages and health and pension benefits for employees in all trades
within the Port Covington Project; (ii) maximize the use of minority and women-owned businesses for contracting
opportunities, and (iii) create affordable housing units across a range of income levels equal to, or greater than, twenty
percent of the total to-be developed residential dwelling units in the Port Covington Project, of which a minimum of
twelve percent must be in the Port Covington Project. Pursuant to certain assignment and assumption agreements,
SDC assigned the City MOU (other than certain retained funding requirements) to the Owner, which assumed the
obligations thereunder.
Memorandum of Understanding with Surrounding Community
Six neighboring communities to the Port Covington Peninsula formed a coalition (the “SB6 Coalition”) to
collaborate on the community and economic impact on such neighborhoods as well as Baltimore City as a whole. The
SB6 Coalition and Sagamore Development Company Community Benefits Agreement and Memorandum of
Understanding, entered into on July 14, 2016 (the “SB6 MOU”) identified certain on-going and long-term needs of
the SB6 Coalition neighborhoods and contains certain funding requirements to achieve the goals for the communities
as set forth therein, including an obligation for each for-profit user of commercial space in the Port Covington Project
to pay an annual contribution of $0.25 per net square foot, as may be adjusted over time, but which shall in no event
be less than $0.15 per net square foot. SDC additionally agreed to provide funding in the amount of $10,000,000 in
baseline funding and work toward a goal of raising an additional $10,000,000 over time. Pursuant to certain
assignment and assumption agreements, SDC assigned the SB6 MOU (including the agreement to fund all of the
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baseline funding other than $1,000,000, the obligation for which was retained by SDC) to the Owner, which assumed
the obligations thereunder.
THE PORT COVINGTON PROJECT
The information appearing below under this heading has been furnished by the Owner and the Developer for
inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been
independently verified by the Issuer, the City, the Underwriters, or their respective counsel and no person other than
the Owner or the Developer makes any representation or warranty as to the accuracy or completeness of any
information supplied by the Owner or the Developer. The information included under the heading “RISK
FACTORS,” as it relates to the information contained under this heading, is hereby incorporated under this heading
by this reference.
General
Port Covington is a 270-acre peninsula (the “Port Covington Peninsula”) located on the Middle Branch of
the Patapsco River immediately south of Interstate 95 (“I-95”) (the main highway between Baltimore and Washington,
DC) in Baltimore City (the “City” or “Baltimore City”), which includes approximately 237 acres of fast land and
approximately 33 acres of riparian rights. Until recently, the Port Covington Peninsula was an underutilized former
industrial site with multiple owners. The land assemblage for the redevelopment of the Port Covington Peninsula into
a mixed-use, waterfront neighborhood (as further described below, the “Port Covington Project” or the “Project”)
commenced in 2011 with the acquisition of the first parcel. Marc Weller, in partnership with Kevin Plank, through
Sagamore, continued acquiring and assembling the parcels aimed to attract and retain world-class talent for
Baltimore’s business community, together with the separately planned and developed future global headquarters for
UA. Currently, certain improvements are proceeding for the UA headquarters, while plans for the full buildout are
on hold, however, the development of the remainder of the Port Covington Project is not dependent on such use.
As one of the largest urban revitalization efforts in the United States, the Port Covington Project is expected
to have a transformative impact on Baltimore City’s future. At full completion, the Port Covington Project is planned
to include up to 14.1 million square feet of new, mixed-use development; two-and-a-half miles of restored waterfront;
and over 40 acres of parks, green space, and rights-of-way. See “– Port Covington Project” below for amounts spent
to date on the Port Covington Project and the approved planned uses.
Summary of Port Covington Project Progress
The Site is master planned for approximately 14.1 million square feet of mixed-use real estate as detailed in
the Port Covington Master Plan approved by Baltimore City in June 2016 (the “Master Plan”). See “– Port Covington
Project – Overview” below. The Master Plan provides that the development of the Port Covington Project will consist
of multiple “Chapters.” While the development timeline for the full buildout of the Port Covington Project is over a
fifteen to twenty-year period, the Chapter 1A Development is completed, and upon the issuance of the Series 2020
Bonds, all required permits and financing will be in place for the Chapter 1B Development. A summary of the progress
for the Port Covington Project is included below:
 In 2017, the “Transform Baltimore” zoning ordinance became effective, providing a by-right entitlement for
a robust list of allowable uses, in addition to unlimited height and density on the predominance of the Site;
the Developer created the Port Covington zoning designations. See “– Zoning” below.
 The Chapter 1A Development plus improvements for the Baltimore Sun’s recently relocated headquarters,
have resulted in over 460,000 square feet of improvements that has already occurred on Site and includes
completed buildings such as City Garage, Sagamore Spirit Distillery, Rye Street Tavern, West Covington
Park, South Point, and a portion of the Port Covington Bike Path (the “Bike Path”). See “– Phases of the
Port Covington Project – Chapter 1A Development” below.
 The Port Covington Subdivision II, Amendment I subdivision plat reflecting entitlements with respect to the
Chapter 1B Parcels (defined herein) has been recorded.
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 Certain developer agreements with the City were approved by the Board of Estimates in 2019 to allow
infrastructure construction. See “– Phases of the Port Covington Project – Chapter 1B Development” below.
 Certain other developer agreements with the City were approved by the Board of Estimates in 2019 to allow
the realignment of Cromwell Street to facilitate the Chapter 1B Development and a closing ordinance was
enacted by the City in August 2020 legally closing Cromwell Street, enabling the conveyance of the
abandoned sections of Cromwell Street by deed upon the issuance of the 2020 Bonds in accordance with a
Closing Agreement executed by the City in October 2020. See “– Phases of the Port Covington Project –
Chapter 1B Development” and “– The Parks Memorandum of Understanding” below.
 The Parks MOU (defined herein) addresses the design, construction and permitting for parks. See “– The
Parks Memorandum of Understanding” below.
 The Sanitary MOU (defined herein) addresses the design, construction and permitting of a sanitary holding
tank underneath Triangle Park. See “– Engineering and Design for the Chapter 1B Infrastructure
Improvements” below. See also “– The Parks Memorandum of Understanding” below.
 The Promenade Easement Agreement (defined herein) was approved by the Board of Estimates in August
2020 and commemorates the completion and maintenance of a bulkhead and publicly accessible waterfront
pathway. See “– The Promenade Easement Agreement” below.
 Permits for vertical construction are ready for issuance pending payment of fees (to be paid by the SPE LLCs
(defined herein) and to occur simultaneously with or immediately following the issuance of the 2020 Bonds).
See “– Phases of the Port Covington Project – Chapter 1B Development” herein.
 The Owner and Bank OZK have executed documents that are being held in escrow for the Land Loan (defined
herein) that will close in conjunction with the issuance of the Series 2020 Bonds. See “– Chapter 1B Vertical
Improvements – Financing of Land Ownership” below.
 The Owner and Bank OZK have executed documents that are being held in escrow for the construction loans
which will fund the Chapter 1B Vertical Improvements (defined herein) on Parcel E1, Parcel E5A, Parcel
E5B, and Parcel E7, all of which will close at the same time as the issuance of the 2020 Bonds. See “–
Financing for the Chapter 1B Vertical Development – Conventional Debt Financing” below.
 The Owner has received a commitment from CDA (defined herein) for a $73,500,000 loan with respect to
Parcel E6 (the “CDA Tax-Exempt Loan”), and has fully negotiated documents, and received a commitment
from the Initial Funding Lender (defined herein) to purchase the CDA Note (defined herein), which amounts
will fund the CDA Tax-Exempt Loan. In addition, the Owner has fully negotiated documents and has
received a signed commitment for the purchase of the construction loan by Freddie Mac following
construction completion and upon meeting certain conditions to conversion. See “– Financing for the Chapter
1B Vertical Development – Low Income Housing Tax Credits/Parcel E6 Financing” herein.
 The Owner has fully negotiated documents for the LIHTC Equity (defined herein) that will assist in the
financing of the construction of the E6 Building (defined herein). See “– Financing for the Chapter 1B
Vertical Development – Low Income Housing Tax Credits/Parcel E6 Financing” herein.
Project Location
The Port Covington Peninsula is located within the greater Baltimore-Columbia-Towson Core Based
Statistical Area (the “Baltimore CBSA”), which has the 21st largest metropolitan population in the U.S. with more
than 2.8 million residents. See “APPRAISAL; VALUE-TO-LIEN” herein and “APPENDIX A – Appraisal and
Market Study.” The Baltimore CBSA provides overnight access to one-third of the U.S. consumer market via ground
transportation, and is in close proximity to Washington, DC, Philadelphia, New York and Boston. See “–
Transportation Connectivity” below. Greater Baltimore is home to a diverse base of rapidly growing industries
including healthcare, financial services, information technology, cybersecurity, defense, education, bio/life sciences,
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and logistics. Baltimore also has an expansive network of secondary and post-secondary institutions, with
approximately 22 four-year institutions and approximately seven two-year enrollment institutions located in the
Baltimore CBSA.
Two miles from the Port Covington Peninsula is the Inner Harbor, a historic seaport, tourist attraction and
landmark of the City, with many area destinations including Oriole Park at Camden Yards (home of the Baltimore
Orioles Major League Baseball professional baseball team), M&T Bank Stadium (home of the Baltimore Ravens
National Football League professional team), the National Aquarium in Baltimore, the Maryland Science Center,
Power Plant Live and eateries, stores, museums, entertainment and shopping. In addition, the University of Maryland
Medical Center, a leading academic teaching hospital, as well as the University of Maryland Law School and Medical
School are within a short walking distance of the Inner Harbor.
Located approximately 1.4 miles from the Port Covington Project, Fort McHenry is a historical landmark
located in the Locust Point neighborhood of the City. It is best known for its role in the War of 1812, when it
successfully defended Baltimore City and its harbor from an attack by the British navy from the Chesapeake Bay,
which battle inspired the writing of the national anthem of the United States. It is currently a national monument and
a significant tourist attraction in the City. In 2018, approximately 486,000 people visited Fort McHenry and spent an
estimated $28.7 million in nearby communities.
The Port Covington Project benefits from its location within the ever-growing Baltimore-Washington
metropolitan area, part of the larger Northeast corridor, the most heavily urbanized region in the United States.
Situated between Baltimore City and Washington are several counties that are consistently ranked as some of the most
affluent and highly-educated in the country, each of which is, since 2010, substantially outpacing the nation’s average
population growth. See “APPENDIX A – Appraisal and Market Study.”
Transportation Connectivity
Directly adjacent to I-95 via three exits, Port Covington has convenient access to points north and south, as
well as to the Baltimore-Washington Parkway, the metropolitan area’s secondary arterial route to Washington DC.
The Port Covington Project is within fifteen miles of Baltimore/Washington International Thurgood Marshall Airport
(“BWI”), which is served by approximately seventeen different airlines with over 650 daily flights domestically and
internationally, ranking BWI the 22nd busiest airport in the country with an estimated 27 million passengers traveling
through its facility in 2018. In addition to passenger air travel, BWI conducts significant air-freight business,
providing a service for regional manufacturers.
Baltimore City is an industrial port city due to its location on the deep-water portions of the Chesapeake Bay,
leading to the Atlantic Ocean. An affiliate of Sagamore purchased, owns, and operates the Baltimore Water Taxi
system that has planned connections from the Port Covington Peninsula to Fort McHenry, as well as the Inner Harbor.
The Baltimore Light Rail, which runs from the northern suburbs of Baltimore City to BWI to the south, has
a stop at Hamburg Street in the Federal Hill neighborhood of Baltimore City and another stop immediately across the
Middle Branch of the Patapsco River in the Westport community of Baltimore City. Additionally, the commuter
trains between Baltimore and Washington are available at nearby Camden Station as well as the BWI rail station. Port
Covington also provides easy access to Amtrak service along the Northeast Corridor, the busiest rail corridor in the
United States, through Baltimore’s Penn Station, and at BWI, providing access to New York City in as little as two
hours utilizing Amtrak’s Acela service.
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The Port Covington Peninsula is served by two bus lines operated by the Maryland Transit Administration,
which run north-south and originate in South Baltimore. The Chapter 1 Development of the Port Covington Project
has one existing bus stop, with an additional planned location to be installed subsequent to delivery of Chapter 1B
Development. More service and stops are planned to be constructed as needed over time. Baltimore City also operates
a free circulator bus service which provides a connection to Baltimore City’s core, as well as transit hubs therein. An
extension of this circulator into the Port Covington Peninsula was contemplated within the approved Master Plan, as
well as the Transportation Mitigation Plan established November 14, 2018, by Baltimore City’s Department of
Transportation (“Baltimore DOT”).
Port Covington Project
Overview
The total master planned development site for the Port Covington Project contains approximately 170
acres (the “Port Covington Project Site”), including two and a half miles of waterfront, of which affiliates of the Owner
own approximately 92 acres, and an approximately 65-acre site owned by UA (the “UA Site”). (For more information
on ownership, see “– Land Ownership” below.) The Site is master planned for approximately 14.1 million square feet
of mixed-use real estate generally enumerated below and as detailed in the Master Plan.
The projected planned use of the Port Covington Project Site is as follows.
Planned Use Estimated Size

Office 3,500,000 square feet
Retail and Restaurant 1,200,000 square feet
Residential 9,000 residential dwelling units
Hotel 1,500 rooms
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As of November 13, 2020, the investment in the Port Covington Project is in excess of $300,000,000 (as
described above under “Port Covington Project”). This investment includes the equity investment made to date by
BUREI/GS and the Managing Member as described above under “THE OWNER – General” and the currently existing
loan with respect to the property. See “– Chapter 1B Vertical Improvements – Financing of Land Ownership” below.
SOURCES AND USES - TOTAL PORT COVINGTON
Description To-Date
USES OF FUNDS
Acquisition Activity $201,771,000
Development Activity 97,236,000
Operating Activity (7,609,000)
Financing Costs 10,982,000
TOTAL $302,380,000
SOURCES OF FUNDS
Equity $224,831,000
Debt 77,550,000
TOTAL $302,380,000
As of November 13, 2020. Amounts are rounded.
Note: The line item “Debt” represents the existing mortgage on the
property. For more information, see “– Chapter 1B Vertical
Improvements – Financing of Land Ownership” below.
Phases of the Port Covington Project
The Master Plan provides for the development of the Port Covington Project Site and the UA Site, which is
expected to consist of multiple phases known as “Chapters.” The development timeline for the full buildout of the
Port Covington Project is over a fifteen to twenty-year period. While the densities above and as shown below are
contemplated within the Master Plan, the Port Covington Project’s by-right entitlement enables these uses to change
as market demands dictate (see “– Zoning” below). Accordingly, future Chapters are anticipated to generally follow
the approved Master Plan framework, but specific buildings and uses are subject to change based upon absorption,
leasing activity, and market conditions. The first Chapter of the Port Covington Project is known as the “Chapter 1
Development” and totals approximately 3.3 million square feet across more than 60 acres of land. In addition to the
Chapter 1A Development and Chapter 1B Development described below, the remaining phase(s) of Chapter 1 are
anticipated to total approximately 2 million additional square feet of mixed-use density across 10 parcels. The parcels
are anticipated to be sold and/or developed with final Chapter 1 Development deliveries occurring in 2025.
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Chapter 1 Development Rendering
Below is a pictorial description of the current development.
Chapter 1A Development
The Chapter 1A Development, the first development within the Chapter 1 Development, plus the
improvements at Baltimore Sun’s recently relocated headquarters comprise approximately 460,000 square feet. The
Chapter 1A Development includes City Garage, Sagamore Spirit Distillery, Rye Street Tavern, West Covington Park,
South Point, and a portion of the Bike Path, all of which are complete and collectively represent an investment of over
$100 million made by the Owner, Sagamore and its affiliates, the Baltimore Sun, and the owners of in the Port
Covington Peninsula.
For more information on the City Garage, Sagamore Spirit Distillery, Rye Street Tavern developments, see ”–
The Developer – Experience of the Developer” below.
Chapter 1B Development
The current development phase of the Chapter 1 Development, known as Chapter 1B (the “Chapter 1B
Development”), is comprised of both infrastructure improvements and vertical improvements. The infrastructure
improvements are permitted under certain developer agreements with the City which were approved in 2019. The
vertical improvements will utilize building permits issued by the Permit and Plans Review Division of City’s
Department of Housing and Community Development, which is expected to issue such permits upon payment of
permit fees. Such payment is expected to occur concurrently with or immediately following the issuance of the 2020
Bonds.
As part of the Chapter 1B Development, a portion of the proceeds of the 2020 Bonds are expected to fund
the creation of approximately seven acres of new roads and the construction of sidewalks, street trees/landscaping,
traffic signals, street lights, utilities, miscellaneous site furnishings, and other infrastructure improvements related to
the Chapter 1B Development (collectively, the “Chapter 1B Infrastructure Improvements”), as more fully described
below. The Series 2020 Project includes the Chapter 1B Infrastructure Improvements, which improvements provide
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the infrastructure within the public right-of-way necessary to deliver both the Chapter 1B Development and an
additional two (2) million square feet of vertical density across ten (10) parcels. It is anticipated that Additional Bonds
will be issued to pay for waterside amenities and other ancillary infrastructure. For more information on Additional
Bonds, including the conditions precedent to the issuance of Additional Bonds, see “THE 2020 BONDS – Additional
Bonds” herein.
The planned vertical improvements for the Chapter 1B Development include five vertical buildings,
including a parking garage with approximately 1,000 spaces, and approximately 10 acres of publicly available
greenspace, including parks, paths, and shoreline improvements (collectively, the “Chapter 1B Vertical
Improvements”). In addition, approximately 20% of the residential units planned within Chapter 1B (excluding any
short term extended stay apartments or hotel units) will be set aside as affordable housing for families earning less
than 80% of the area median income for the Baltimore Metropolitan Statistical Area (“AMI”), doubling Baltimore
City’s inclusionary housing requirement. See “– Chapter 1B Vertical Improvements” below. The combined
investment of the Chapter 1B Infrastructure Improvements and Chapter 1B Vertical Improvements represents an
investment of approximately $600 million.
Chapter 1C Development
The area shown below as the “Potential ARE Life Sciences Cluster” represents the future Chapter 1C
Development. As part of the strategy for the Port Covington Project to foster and grow strategic ecosystems in cyber
security and life sciences, the Owner has engaged with Alexandria Real Estate Equities, Inc. (NYSE: ARE) (“ARE”),
to create an urban life sciences cluster at the Port Covington Project. To facilitate the development of this ecosystem,
the Owner has entered into an option agreement with ARE with initial plans to target up to 765,000 square feet of new
development on four parcels in Port Covington as illustrated below. While the timing of this development will be
dependent upon market and leasing dynamics, all of the public infrastructure necessary to develop these parcels will
be constructed as part of the Series 2020 Project. There is no obligation on ARE to move forward with this phase
should it decline to exercise its option rights under the option agreement.
Alexandria Real Estate Equities, Inc. ARE is an S&P 500® urban office REIT, is the among the first and
longest-tenured owner, operator and developer uniquely focused on collaborative life science, technology, and
agricultural technology (“agtech”) campuses in AAA innovation cluster locations, with a total market capitalization
of $24.3 billion as of March 31, 2020, and an asset base in North America of approximately 41.5 million square feet.
The asset base in North America includes approximately 28.8 million rentable square feet of operating properties and
approximately 2.1 million rentable square feet of Class A properties undergoing construction, approximately 6.5
million rentable square feet of near-term and intermediate-term development and redevelopment projects, and
approximately 4.1 million square feet of future development projects. Founded in 1994, ARE has established a
significant market presence in key locations, including Greater Boston, San Francisco, New York City, San Diego,
Seattle, Maryland, and the Research Triangle area in North Carolina. ARE has a longstanding history of developing
Class A properties clustered in urban life science, technology and agtech campuses that provide tenants with dynamic
and collaborative environments that enhance their ability to recruit and retain world-class talent and inspire
productivity, efficiency, creativity and success. The following diagram shows the potential ARE life-science cluster.
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Investment to Date and Remaining Investment
As noted above under “– Port Covington Project – Overview”, the investment to date in the Port Covington
Project made by the Owner is in excess of $300,000,000, which includes the equity investment made to date by
BUREI/GS and the Managing Member (as described above under “– Port Covington Project”) plus an existing loan
with respect to the property (as described below under “– Chapter 1B Vertical Improvements – Financing of Land
Ownership”).
Following the issuance of the Series 2020 Bonds, the following table contains the anticipated future Chapter
1B Development costs and additional investment sources as follows:
PORT COVINGTON CHAPTER ONE

POST‐CLOSING SOURCES AND USES OF FUNDS
Cash Flows
USES OF FUNDS
Acquisition & Development Costs $9,700,000
Net Special Taxes 19,874,261
Chapter 1B Infrastructure Improvements 112,249,443
TOTAL $141,823,704
POTENTIAL SOURCES OF FUNDS

Owner’s Undeveloped Land Special Tax Account $9,000,000
Owner’s Equity 20,574,261
Net proceeds from 2020 Bonds 112,249,443
TOTAL $141,823,704
Chapter 1B Infrastructure Improvements
A portion of the Chapter 1B Infrastructure Improvements will be funded from the proceeds of the 2020
Bonds. Projections of the built-out infrastructure are part of the Master Plan, and include roads, sidewalks, parks and
open space, street trees/landscaping, traffic signals, streetlights, bulkhead improvements, stormwater management
facilities (including an interim holding tank), utilities and miscellaneous site furnishings.
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The budgeted uses for the proceeds of the 2020 Bonds include the following:
SOFT COSTS HARD COSTS
Engineering and Architecture Fees $10,696,078 Preconstruction $ 443,738

Geotechnical Engineer Incl Above Site Development 58,002,987
Environmental Engineer Incl Above Site Preparation 13,597,519
Landscape Architecture Incl Above Dry Utilities 7,624,409
DPW Public Works Agreement 9.0% 2,084,275 Site Improvements (Roads, 10,054,727
(Municipal Permit/Inspection Fee) Sidewalks)
Surveys, Testing, & Inspections 1,445,189 Wet Utilities 14,099,326
Legal & Accounting 994,602 Landscape & Amenities 6,128,518
DPW Public Works Agreement Bond 1.0% 273,691 Bulkhead Improvements 4,940,827
Premium
Additional Permit Fees 450,000 Bike Path 1,557,660
SWM Bond Premium 205,537 General Conditions & 10,969,939
Contingency
Development & Construction 4.5% 4,827,249 Construction Management 175,000
Management Fee Costs(Outside GMP)
Insurance 450,000 GC Discretionary Fee 250,000
Triangle Park (Design and Engineering) 749,449 Utility Fees (Outside GMP) 756,064
Cromwell Street Park (Design and 949,086 Triangle Park Construction Costs 4,492,863
Engineering)
Sanitary Storage Tank (Design and 700,000 Cromwell Street Park 2,731,717
Engineering) (Construction Costs)
Cost Certifications and Inspections 150,000 Sanitary Storage Tank 3,500,000
(TIF) (Construction Costs)
Soft Cost Contingency 4.8% 1,200,000 Construction Contingency 8.3% 5,751,980
(Outside GMP)
TOTAL SOFT COSTS $25,175,156 TOTAL HARD COSTS $87,074,287
TOTAL TIF ELIGIBLE COSTS $112,249,443
The general location of the Chapter 1B Infrastructure Improvements can be seen in the below diagram:
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The Parks Memorandum of Understanding
The Chapter 1B Infrastructure Improvements will also include two public spaces designated as Triangle Park
and Cromwell Street Park which the Owner has undertaken to construct in accordance with a Memorandum of
Understanding with the City (the “Parks MOU”). The proposed 28,000 square foot Triangle Park is situated to be the
“gateway” of the Port Covington Project, and as planned, includes a pavilion, play area, and lawn. 2,000 square foot
pavilion structure will accommodate utility services and operational space for the entity responsible for all operations,
security, and maintenance of Port Covington’s public areas. Construction on Triangle Park is expected to begin in the
spring of 2021 and be completed in the spring of 2022. Once completed and following a maintenance period by the
Owner of one year, Triangle Park will be conveyed in fee simple or otherwise dedicated to the City pursuant to the
Parks MOU.
Under the surface of the lawn at Triangle Park is a planned underground sanitary storage facility, which is
needed to address constraints posed by the City’s Modified Consent Decree (“MCD”) with the U.S. Environmental
Protection Agency (“EPA”). Current Baltimore City sanitary sewer infrastructure is insufficient and not readily
available to accommodate the quantity of wastewater expected at the Port Covington Project. A holding tank is
planned to be installed which will service the Chapter 1B Development, as well as a portion of future development at
the Port Covington Project. For more information on the MCD and the constraints to be addressed, see “– Engineering
and Design for the Chapter 1B Infrastructure Improvements” below. Once completed and following a maintenance
period by the Owner of one year, the holding tank will be conveyed in fee simple to the City pursuant to the Sanitary
MOU (defined herein).
Cromwell Street Park is designed as pedestrian-only open-air space adjacent to Cromwell Street. As planned,
it will consist of 14,300 square feet of open space that reconciles the new street grid and misaligned elevations with
existing underutilized open space in front of two existing businesses (Rye Street Tavern and Sagamore Spirit
Distillery). Construction is expected to begin in spring 2021 and be completed in spring 2022. Once completed and
a maintenance period by the Owner of one year, Cromwell Street Park will be conveyed in fee simple to the City
pursuant to the Parks MOU.
The Promenade Easement Agreement
The Chapter 1B Infrastructure Improvements also include certain walkways and promenades (the
“Promenades”), and certain bulkhead support structures as more fully described below under “– Engineering and
Design for the Chapter 1B Infrastructure Improvements – Bulkhead Improvements” (together with the Promenades,
the “Promenade Improvements”) which the Owner has undertaken to construct in accordance with a Pedestrian
Promenade Easement Agreement entered into with the City (the “Promenade Easement Agreement”). Pursuant to the
Promenade Easement Agreement, the Owner will grant to the City a non-exclusive permanent easement for pedestrian
ingress and egress in, over and through the Promenades, while retaining full private ownership to the land underlying
the Promenades. The Promenade Easement Agreement provides that, to the extent allowable in accordance with
applicable laws and regulations, the Promenade Improvements along the waterfront of the Patapsco River be exempt
from any buffer mitigation requirements and afforestation requirements in connection with the construction, operation,
repair and replacement of such Promenade Improvements but the Owner will remain responsible for meeting all storm
water management requirements. The Owner shall be responsible for maintaining and keeping the Promenade
Improvements (including any abutting bulkhead improvement) in a safe condition and in good order and repair.
Status of Chapter 1B Infrastructure Improvements
All of the required developer’s agreements providing the right to construct the Chapter 1B Infrastructure
Improvements on behalf of the City were approved by the City’s Board of Estimates as of November 20, 2019, and
all permits necessary to construct the Chapter 1B Infrastructure Improvements (other than Triangle Park, Cromwell
Park and the holding tank) are anticipated to be received prior to the issuance of the 2020 Bonds.
The construction of the Chapter 1B Infrastructure Improvements is currently underway, and the following
chart describes the status of each improvement with respect to permitting, the cost to construct, and the estimated
completion timeline.
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Expected Percentage
Permit Construction Construction
Public Improvement Permit Required Construction Completion as
issuance Start Cost
Completion of Oct 2020
COM2019-00638 9/4/19
Public R-O-W
DA #1427D 9/18/19 9/4/2019 10/31/2023 20% $29.7M
Improvements
DA #1427E 11/20/19
Baltimore City Conduit DA #1427D 9/18/19

11/1/2019 9/1/2022 25% $2.9M
System DA #1427E 11/20/19
Domestic Water, Sanitary DA #1427D 9/18/19

11/1/2019 10/1/2022 23% $13.7M
Sewer, and Storm Sewer DA #1427E 11/20/19
Sanitary Holding Tank HCD Permit with DPW TBD TBD 10/22/2022 0% $3.5 M
COM2019-00608 5/15/19
COM2019-00609 5/15/19
Bulkhead Improvements MDRCD04CJ-NPDES NOI 5/16/19 6/17/2019 3/1/2020 100% $3.7M
16-0360(2) -Wetlands
8/22/19
License (JPA)
Engineering and Design for the Chapter 1B Infrastructure Improvements
STV is the civil engineering firm responsible for the overall design of the Chapter 1B Infrastructure
Improvements, performed a utility capacity analysis based on the build-out development program and existing uses
scheduled to remain for the Port Covington Project, as well as available public utility systems at the Port Covington
Project’s perimeter. The analysis included water, sanitary sewer, storm drain, and conduit infrastructure. STV
participated in meetings with the local utility providers (Baltimore City Department of Public Works (“DPW”),
Baltimore DOT, Baltimore Gas and Electric (“BGE”), Comcast, and Verizon) to confirm assumptions, assess system
capacities, and verify necessary utility design parameters. See “APPENDIX B – Engineer’s Report.”
Utility Capacity Analysis. To document available water flow and pressure, STV obtained fire flow test data
and prepared a water simulation network model for the new water distribution system. This was done to confirm the
design was appropriate for the given flow into the Port Covington Project. The new water distribution system, duct
bank, gas lines, and other conduit designed to serve the Port Covington Project were specified by and/or based off
standard service requirements from Baltimore City and BGE. As required to facilitate construction of the Series 2020
Project, interim service provisions were incorporated into the drawings and plans for the Port Covington Project to
maintain uninterrupted utility services for adjacent properties.
Sanitary Sewer Analysis. While coordinating with DPW on sanitary sewer design, it was discovered that the
pump station, into which the sanitary sewer line for the Chapter 1B Development will tie, is constrained by existing
load and certain restrictions placed on DPW under the MCD. Specifically, the existing sanitary main from Chapter 1
within McComas Street sizes down from a 10” pipe to an 8” pipe, unnecessarily constricting flow to the McComas
Street Pump Station. The City’s sanitary infrastructure therefore experiences intrusion during wet-weather events,
leading to overflows. To mitigate this condition, the Developer has worked with DPW to include an upgrade to the
existing sanitary main to the appropriate size in the approved plans for the Chapter 1B Infrastructure Improvements,
which will be funded with the proceeds of the 2020 Bonds.
In addition to the sanitary main upgrade, the Developer is working with DPW to engineer a wet-weather
holding tank to serve the entirety of the Chapter 1 portion of the Port Covington Project. This improvement will keep
effluent from entering Baltimore City’s sanitary sewer during a large-scale weather event to prevent overflows at the
Gould Street Pump Station and will release effluent into the system once the weather event has completed and
Baltimore City’s system has restored to normal operation. Design and installation of such an improvement is not
atypical for large developments in Baltimore City, which are subject to the City’s constraints under the MCD.
The Developer has entered into a Memorandum of Understanding with the City with respect to the sanitary
sewer solutions described above (the “Sanitary MOU”), which are sufficient for the entirety of the Chapter 1
Development. The Sanitary MOU also contains additional solutions for the remainder of the Port Covington Project.
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See “APPENDIX B – Engineer’s Report – Appendix G” and “RISK FACTORS – Failure to Complete Sanitary Sewer
System” herein.
Bulkhead Improvements. The Port Covington Project was designed to include two new, storm drain outfalls
along the eastern side of the Port Covington Project site adjacent to the Middle Branch of the Patapsco River. Because
the outfall design included improvements below mean high water, a Joint Permit Application was secured from the
State of Maryland Department of the Environment (“MDE”) and the United States Army Corps of Engineers. One
outfall was designed to be installed along soft shoreline and the other to be improved with a new sheet pile bulkhead
at an existing relieving platform under a separate contract (collectively, the “Bulkhead Improvements”). The
Bulkhead Improvements are subject to the Promenade Easement Agreement as described above.
Construction Documents
STV also prepared the construction documents for the Series 2020 Project, which include three major
components of mass grading drawings, an advanced public works developer’s agreement, and a Public Works
Developer’s Agreement DA-1427-E with the City. Those three drawing packages were consolidated into a single
guaranteed maximum price construction contract with Whiting-Turner (defined herein) for the Series 2020 Project.
Consulting, design, engineering, legal, construction, inspection and other costs necessary for the Series 2020 Project
were contracted by the Developer to be invoiced separately from any work on the Chapter 1B Vertical Improvements,
or were purchased under contracts with scopes that specifically included work for the Series 2020 Project only.
Environmental Review
Environmental studies were performed with respect to all the Port Covington Project Site properties. Geo-
Technology Associates, Inc. (“GTA”) performed numerous Phase I and Phase II Environmental Site
Assessments (“ESAs”) dating from 2015 to 2019 and address specific properties in the Port Covington Project.
According to these ESAs, the common historical uses of the Port Covington Project properties (e.g., railroad loading
operations, storage, maintenance and repairs, and other industrial and machine-based operations, including operations
conducted by Schuster Concrete and the DPW) have resulted in soil and groundwater characteristics that are generally
consistent throughout the Port Covington Project area. Soil sampling showed elevated levels of metals, polycyclic
aromatic hydrocarbons, petroleum hydrocarbons and volatile organic compounds (VOCs), and groundwater sampling
showed elevated metals and petroleum hydrocarbons.
All of the properties owned or controlled by the Owner were entered into the MDE’s Voluntary Clean-Up
Program (“VCP”) prior to formal acquisition. An Environmental Management Plan (“EMP”) was developed by GTA
and approved by MDE on April 5, 2019, to ensure the Chapter 1B Infrastructure Improvements could be achieved.
The EMP was submitted to the MDE for approval so that a No Further Action (“NFA”) letter could be obtained
following implementation of the proposed remedies within the Chapter 1 Development. The proposed remedies for
the site include capping (e.g. asphalt, concrete, and MDE-approved residential clean fill), impacted soil removal (if
necessary), proper management of groundwater during dewatering activities, construction observation to document
the EMP implementation, site-specific Health and Safety Plan (“HASP”) implementation during construction, and
soil material management governed by a Comprehensive Soil Management Plan dated April 2016 (“CSMP”) prepared
by GTA that applies to the overall Port Covington Project Site. Engineering and institutional controls will ensure that
the selected remedial methods and designs (e.g., capping, deed restrictions, and maintenance) meet or exceed
regulatory standards that are acceptable to MDE.
During implementation of the EMP, GTA prepares monthly EMP progress reports summarizing the remedial
activities occurring during that month. These monthly progress reports are submitted to MDE to demonstrate
implementation of the EMP. Additionally, quarterly CSMP update reports are submitted to MDE. Both CSMP and
EMP update reports include the Port Covington Project Site and summarize the environmental management of the
identified soil and groundwater impacts thereon.
Following the completion of remedial actions and capping of each Chapter of the Port Covington Project,
MDE will issue a certificate of completion for each of the development blocks acknowledging that the conditions of
the EMP have been met. A NFA letter is expected to be issued by the MDE once all work on the Chapter 1B Vertical
Improvements and the Chapter 1B Infrastructure Improvements are completed, and the Port Covington Project Site
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will then be submitted for acceptance into, and closure through, the VCP. Given the continuous oversight of the Port
Covington Project Site by MDE, the implementation of the EMP, and the existing data for the Port Covington Project
Site, it is expected that each block subject to EMP will be closed out through a No Further Requirements Determination
(“NFRD”) and previously-executed deed restrictions. The NFRD and deed restrictions will remain associated with
each property in perpetuity and will transfer with title during ownership changes. See generally “APPENDIX B –
Engineer’s Report – Appendix J.”
Zoning
On June 5, 2017, a comprehensive rezoning process known as “Transform Baltimore” became effective,
replacing Baltimore City’s 1971 Zoning Code. As part of the approval process for Transform Baltimore, the Port
Covington Peninsula received approvals for its own zoning district and sub-districts, providing a by-right development
entitlement for such district. See “APPENDIX B – Engineer’s Report.”
The key zoning and entitlement highlights for the Port Covington Project include:
 An overall zoning district tailored to the Port Covington Project with four sub-districts to achieve the
transformation of Port Covington from a heavy industrial area to a dense, mixed-use community;
 Matter-of-right entitlements for residential, commercial, and industrial uses (as detailed more fully with
respect to each sub-district below);
 No Floor Area Ratio (FAR) or minimum lot area requirements throughout the Port Covington District;
 Unlimited height and density in two of the four sub-districts, comprising 100 acres;
 Parking requirements which can be satisfied anywhere within the Port Covington Project zoning district; and
 Flexible signage entitlements allow for a wide variety of sign types, including large-scale digital graphics.
The Master Plan calls for parking garages to be located throughout the Port Covington Project and most
buildings are not designed to accommodate parking on site. The concept is to allow the parking to be located along
routes where people enter the Port Covington Project to minimize congestion and make streets and roads more
pedestrian and bike friendly. Substantially all of the parking needed for the Chapter 1B Development will be
accommodated in the approximately 1,000 space garage to be built on Parcel E1 with additional surface parking
planned to be developed as needed.
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A map of the specific zones within the Chapter 1B Development and a description of the zones in the Port
Covington Project are provided below.
Port Covington Zones (PC 1-4)
Port Covington Waterfront (PC-1): This area includes the Sagamore Spirit Distillery (a manufacturing use).
Retail, hotel, open space uses, waterfront, and maritime uses are all permitted by-right. Buildings in this district are
limited to 100 feet in height. There are otherwise no floor area ratio (“FAR”), minimum lot area, or setback
requirements.
Port Covington East of Hanover Street (PC-2): This area includes residential, office, a wide variety of retail,
hotels, open space and industrial uses as well as a mix of entertainment uses. The industrial use for this area includes
maker space, manufacturing, and light industrial uses. There are no height limits, required setbacks, minimum lot area
requirements, or FAR limitations.
Port Covington West of Hanover Street (PC-3): This area includes additional industrial uses to the area East
of Hanover Street, with the benefits of a mixed-use district. This area is limited to 200 feet in height; however, there
are otherwise no FAR limitations, minimum lot area, or setback requirements. All PC-3 zoned areas are outside of the
Chapter 1B Development.
Port Covington Under Armour Future Campus (PC-4): This zoning district will accommodate the
headquarters office and innovation space, the light industrial space needed for prototype development, as well as open
space, recreational facilities and other amenities. There are no height limits, required setbacks, minimum lot area
requirements, or FAR limitations.
Land Ownership
The Owner currently owns approximately 92 of the approximately 270 acres of the Port Covington Peninsula
through various wholly-owned subsidiaries. Another approximately 13 acres are owned by Sagamore and its affiliates,
42
and UA and its affiliates own approximately 65 acres (for the anticipated development of its future global
headquarters). The balance of the Port Covington Peninsula is currently owned by other entities, including
approximately 36 acres owned by Baltimore City:
Special Taxing Development

(Acres) District District Total Peninsula
Owner (Future Development) 63.68 84.07 84.07
Owner (Chapter 1B) 8.62 8.60 8.60
Sagamore and affiliates 13.49 12.86 12.86
UA and Affiliates 67.00 65.06 65.06
Other Entities - 30.00 62.80
Baltimore City 1.92 36.29 36.29
Total 154.71 236.88 269.68
Overview of the Development District and Special Taxing District
The Development District is comprised of approximately 237 acres of fast land and riparian rights located
within the Port Covington neighborhood. The Special Taxing District is comprised of approximately 155 acres of the
larger Development District. The Special Taxing District is comprised of properties which the Owner, through various
wholly-owned subsidiaries, owned at the time the Special Taxing District legislation was approved in 2016. Other
than approximately 1.9 acres owned by Baltimore City, all the property in the Special Taxing District is privately
owned by the Owner and its affiliates, together with Sagamore and its affiliates, and UA and its affiliates. (See “–
Land Ownership” above).
The Development District and the Special Taxing District are shown in the maps on page ii herein. For more
information the Districts, see “THE DISTRICTS AND THE PLEDGED REVENUES” herein.
Special Tax Payment Arrangements
The “Tax Increment and Special Tax Report” included as APPENDIX C projects $19,874,261 of net Special
Taxes with respect to certain property owned by the Owner and its affiliates, which is primarily Undeveloped Property
but also includes some Developed Property owned by the Owner (collectively, the “Owner’s Undeveloped Land”)
within the Special Taxing District. See “RISK FACTORS – Uncertainty of Methodology of Calculation; Dependence
on Projections” and “– Concentration of Ownership; Failure to Pay Property Taxes or Special Taxes” herein.
The Owner’s Undeveloped Land subject to Special Taxes has a projected value of $124,250,000 as of
September 2023 in accordance with the Appraisal and Market Study included as APPENDIX A. To facilitate payment
of Special Tax obligations, the Owner has agreed to escrow $9,000,000 immediately following the issuance of the
2020 Bonds. See “– Owner’s Undeveloped Land Special Tax Account” below. While certain Chapter 1B Development
project costs and remaining net obligations for Special Taxes are anticipated to be funded through additional Owner
capital contributions totaling approximately $20.5 million, the following additional sources of funds are anticipated
by the Owner to be utilized over time to pay for any remaining projected Special Taxes obligations to the extent
available in the future: (1) revenues resulting from the sale of Owner’s land in the Port Covington Project Site, which
is fully entitled for over two million square feet of additional development in the remaining Chapter 1 parcels and ten
million square feet of additional development potential in future Chapters; (2) additional private deed restriction
payments to the Owner resulting from additional density being developed in excess of the Chapter 1A Development
and Chapter 1B Development (See “– Phases of the Port Covington Project – Chapter 1C Development” above and
“– Financing for the Chapter 1B Development” below); and (3) additional real property tax increment generated from
additional density developed within the Development District that would naturally reduce the amount of obligations
for Special Taxes over time.
In addition to the payment arrangement mentioned above, the Owner has further agreed to establish a second
arrangement relative to the amount of Special Taxes payable on parcels in the Special Taxing District owned by other
property owners. See “– Special Tax Escrow Account and Surety Bond (Other Properties).” See also
“– Owner’s Undeveloped Land Special Tax Account” below.
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Declaration of Covenants – Port Covington Tax Supplement
The Owner will impose and record among the Land Records of Baltimore City a “Declaration of Covenants
(Port Covington Tax Supplements)” (the “Tax Supplement”) as a requirement that “runs with the land” and therefore
applies to all future land owners, an instrument that will require each entity owning a Chapter 1B Parcel that is
developed as part of the Chapter 1B Development (for such purposes, each a “Vertical Developer”) to make certain
payments to the Owner to adjust the share of Special Tax obligations as between Owner (to the extent of its control
over undeveloped parcels in the Special Taxing District) and each Vertical Developer, but only to the extent a Vertical
Developer seeks and secures an abatement on City property taxes (including Enterprise Zone Tax Credits and
Brownfields Property Tax Credits (as such terms are defined herein). The amount payable by each Vertical Developer
under the Tax Supplement is determined by subtracting the actual property taxes paid from a specified “Minimum
Required Payment” as described below.
The Minimum Required Payment is based on the actual uses in building, with four defined categories:
- Office Space is simply the actual space, based on assessable floor area that is devoted to office use, as
determined by SDAT.
- Retail Space is the actual space, based on assessable floor area that is devoted to retail uses, as determined
by SDAT.
- Residential Space is measured by dwelling units and is broken into two categories: “Affordable
Residential Units” are either designated for, or are priced to be affordable to, families earning less than
80% of AMI. “Market Rate Residential Units” are all other dwelling units.
The Minimum Required Payment from the Vertical Developer of a building is then based on the sum of
certain calculated amounts, tied to the uses described above. The “Base Office Payment” is $2.50 per square foot.
The “Base Retail Payment” is $2.00 per square foot. The “Base Affordable Residential Payment” is $1,000 per unit.
The “Base Market Residential Payment” is $2,000 per unit. Each of the base amounts increases annually during the
term of the Tax Supplement.
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The following table summarizes the annual Minimum Required Payment by parcel.
Estimated Minimum Required Payments
Minimum Required Payment E6

Minimum
Square
Development Footage Units Required Payment
Office - - $2.50
Retail 15,835 - $2.00
Residential - Market - 200 $2,000
Residential - Affordable - 54 $1,000
Minimum required payment $485,670
Minimum Required Payment E5B

Minimum
Square
Office - - $2.50
Retail 5,780 - $2.00
Residential - Affordable - - $1,000
Minimum Required Payment E5A

Square Minimum
Office 211,739 - $2.50
Retail 9,542 - $2.00
Residential - Market - - $2,000

Square Minimum
Office 227,824 - $2.50
Retail 44,682 - $2.00

Square Minimum
Office - - $2.50
Retail 40,403 - $2.00
Each Vertical Developer will be required to make an annual “Leveling Payment” equal to the sum of the
Minimum Required Payments for the uses in the building, less the amount of actual Baltimore City property taxes
paid. Each Leveling Payment is due no later than the last day of the month in which City property taxes can be paid
without incurring a penalty or interest. The Owner is required to advise each Vertical Developer on or before the
payment date of the Leveling Payment due from the Vertical Developer.
The Tax Supplement only applies to a building for the period its secures the applicable property tax
abatement, which abatements are expected to include either or both of the Enterprise Zone Tax Credits and the
45
Brownfields Property Tax Credits (see below for a discussion of Enterprise Zone Credits and Brownfields Property
Tax Credits as they apply to the properties in the Special Taxing District), which are available for up to ten years. It
is not anticipated that any other property tax credits, even if available with respect to the Parcels, will be utilized.
Upon the expiration of the abatement period, the Tax Supplement will be released as to the applicable Parcel.
The following table summarizes the projected Leveling Payments for the Chapter 1B Development.
Projected Leveling Payment (Chapter 1B Development)(a)
Tax Bond
Year Year Chapter 1B Development Leveling Payment
Beginning Ending E6 E5B E5A E7 E1 Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $123,354 $58,636 $458,764 $556,153 $137,863 $1,334,771
1-Jul-24 1-Sep-25 $80,119 $35,073 $456,890 $553,926 $108,098 $1,234,105
1-Jul-25 1-Sep-26 $35,262 $10,637 $454,709 $551,329 $77,160 $1,129,096
1-Jul-26 1-Sep-27 $34,759 $10,305 $462,191 $560,283 $76,644 $1,144,182
1-Jul-27 1-Sep-28 $32,206 $9,137 $466,452 $565,278 $73,027 $1,146,099
1-Jul-28 1-Sep-29 $30,602 $8,353 $426,239 $517,276 $70,855 $1,053,324
1-Jul-29 1-Sep-30 $29,325 $7,700 $385,124 $468,219 $69,185 $959,552
1-Jul-30 1-Sep-31 $27,941 $7,000 $342,363 $417,196 $67,359 $861,858
1-Jul-31 1-Sep-32 $26,439 $6,250 $297,919 $364,162 $65,362 $760,133
1-Jul-32 1-Sep-33 $24,810 $5,447 $251,756 $309,073 $63,179 $654,266
Total $444,816 $158,537 $4,002,406 $4,862,894 $808,732 $10,277,386

(a)
See Appendix G-10.c.
Special Tax Escrow Account and Surety Bond (Other Properties)
The Owner has entered into a special tax escrow and surety pledge agreement with the City to establish a
“Special Tax Escrow Account” for the benefit of the City, and to make certain annual deposits into the Special Tax
Escrow Account. The initial amount to be deposited in the Special Tax Escrow Account immediately following the
issuance of the 2020 Bonds is $1,733,796. Under the terms of the Special Tax Escrow and Surety Pledge Agreement,
the Owner will make annual payments (each, a “Excess Special Tax Payment”) into the Special Tax Escrow Account.
The annual amounts payable by the Owner reflect, as of current expectations, the amounts by which Special Taxes for
such parcels exceed 25% of the total Special Tax Requirement for the District (the “Excess Special Taxes”).
The Owner has also agreed to provide a surety bond (the “Surety Bond”) in the initial penal amount of
$12,957,128, the cumulative estimated remaining annual payments to be deposited into the Special Tax Escrow. The
City can draw under the terms of the Surety Bond to the extent of any shortfall in amounts required to be maintained
in the Special Tax Escrow Account, as determined by the City. The initial amount of the deposit in the Special Tax
Escrow Account of $1,733,796 and the initial penal amount of the Surety Bond of $12,957,128 were determined prior
to the final pricing of the 2020 Bonds. Such amounts exceed the estimated total BUR Excess Special Tax Payments.
THE SURETY BOND PROVIDER IS NOT OBLIGATED TO MAKE PAYMENTS OF PRINCIPAL OF OR
INTEREST ON THE 2020 BONDS.
Pursuant to this arrangement, the Owner will agree, among other things, that (i) the City shall have the sole
and exclusive right of withdrawal of the moneys in the Special Tax Escrow Account, and (ii) the Owner shall have no
right of withdrawal of the funds on deposit in the Special Tax Escrow Account.
46
The table below sets for the estimated Excess Special Tax Payments, and is derived from the appendices the Report attached hereto.
Estimated Excess Special Tax Payments(a)(b)

Tax Bond Total Non-Owner Parcels BUR
Year Year Special Tax Special Tax Ceiling Special Taxes Excess Special Special Taxes
Beginning Ending Requirement(c) Percentage(d) Amount Before BUR Payment(e) Tax Payment After BUR Payment
1-Jul-20 1-Sep-21 $0 25% $0 $0 ($0) $0
1-Jul-21 1-Sep-22 $0 25% $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 25% $0 $0 $0 $0
1-Jul-23 1-Sep-24 $5,087,230 25% $1,271,808 $2,887,065 ($1,615,257) $1,271,808
1-Jul-24 1-Sep-25 $4,995,846 25% $1,248,961 $2,832,219 ($1,583,257) $1,248,961
1-Jul-25 1-Sep-26 $4,911,238 25% $1,227,810 $2,781,062 ($1,553,253) $1,227,810
1-Jul-26 1-Sep-27 $4,931,691 25% $1,232,923 $2,788,779 ($1,555,856) $1,232,923
1-Jul-27 1-Sep-28 $4,159,261 25% $1,039,815 $2,331,542 ($1,291,727) $1,039,815
1-Jul-28 1-Sep-29 $3,896,540 25% $974,135 $2,179,321 ($1,205,187) $974,135
1-Jul-29 1-Sep-30 $3,834,828 25% $958,707 $2,140,690 ($1,181,983) $958,707
1-Jul-30 1-Sep-31 $3,764,453 25% $941,113 $2,097,085 ($1,155,972) $941,113
1-Jul-31 1-Sep-32 $3,694,459 25% $923,615 $2,053,619 ($1,130,005) $923,615
1-Jul-32 1-Sep-33 $3,617,167 25% $904,292 $2,005,949 ($1,101,657) $904,292
Total $42,892,711 $10,723,178 $24,097,332 ($13,374,154) $10,723,178

(a) See Appendix G-11.
(b) Excess Special Tax Payment based on arrangement BUR put in place to facilitate the payment of Excess Special Taxes on undeveloped parcels (24-06-1053-010B, 24-06-1053-010F, 24-06-
1053-010G, 24-06-1053-010H and 24-06-1053-010K). The initial amount of the deposit in the Special Tax Escrow Account of $1,733,796 and the initial penal amount of the Surety Bond of
$12,957,128 were determined prior to the final pricing of the 2020 Bonds. Such amounts exceed the estimated total BUR Excess Special Tax Payments.
(c) See Appendix G-7.
(d) Provided by BUR. Represents the maximum amount of the estimated Special Tax Requirement Non-Owner Parcels will pay for the estimated Special Tax Requirement on their undeveloped
parcels.
(e) See Appendix G-9.
THE AMOUNTS ON DEPOSIT, IF ANY, IN THE SPECIAL TAX ESCROW ACCOUNT AND ANY RELATED SURETY BOND OR PAYMENTS
THEREUNDER, IF ANY, ARE NOT PLEDGED REVENUES FOR THE BENEFIT OF THE HOLDERS OF THE 2020 BONDS NOR INCLUDED IN
THE TRUST ESTATE. ACCORDINGLY, ANY AMOUNTS ON DEPOSIT IN THE SPECIAL TAX ESCROW ACCOUNT OR PAYMENTS UNDER
ANY SURETY BOND ARE NOT PLEDGED TO THE PAYMENT OF DEBT SERVICE ON THE 2020 BONDS.
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Projected Special Tax Requirement after Leveling and Excess Special Tax Payments. The following table
summarizes the Special Tax Requirement after the Leveling Payments and Excess Special Tax Payments are made.
Projected Special Tax Requirement after Leveling and Excess Special Tax Payments
Tax Bond Special Tax Requirement
Year Year Chapter Under Armour Distillery
Beginning Ending BUR 1B Development and Affiliates SDH & RST Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $2,317,357 $1,492,956 $1,271,808 $2,170 $2,939 $5,087,230
1-Jul-24 1-Sep-25 $2,343,068 $1,398,333 $1,248,961 $2,329 $3,154 $4,995,846
1-Jul-25 1-Sep-26 $2,378,164 $1,299,382 $1,227,810 $2,499 $3,384 $4,911,238
1-Jul-26 1-Sep-27 $2,369,869 $1,322,726 $1,232,923 $2,622 $3,551 $4,931,691
1-Jul-27 1-Sep-28 $1,768,919 $1,346,537 $1,039,815 $0 $3,989 $4,159,261
1-Jul-28 1-Sep-29 $1,658,916 $1,263,489 $974,135 $0 $0 $3,896,540
1-Jul-29 1-Sep-30 $1,699,503 $1,176,618 $958,707 $0 $0 $3,834,828
1-Jul-30 1-Sep-31 $1,737,534 $1,085,805 $941,113 $0 $0 $3,764,453
1-Jul-31 1-Sep-32 $1,779,916 $990,928 $923,615 $0 $0 $3,694,459
1-Jul-32 1-Sep-33 $1,821,016 $891,859 $904,292 $0 $0 $3,617,167
Total $19,874,261 $12,268,634 $10,723,178 $9,621 $17,018 $42,892,711
Owner’s Undeveloped Land Special Tax Account
To further secure the payment of Special Taxes with respect to the Owner’s Undeveloped Land within the
Special Taxing District the Owner has agreed to deposit certain funds in the amount of $9,000,000 in a controlled
account (the “BUR Special Tax Account”) to be pledged for the benefit of the City as security for the Special Tax
payment obligations of the Owner.
Pursuant to this arrangement, the Owner will agree, among other things, that (i) the City shall have the sole
and exclusive right of withdrawal of the moneys in the BUR Special Tax Account, and (ii) the Owner shall have no
right of withdrawal of the funds on deposit in the BUR Special Tax Account.
In the event of a failure of any of the Owner or its affiliates to pay Special Taxes due and owing with respect
to the Owner’s Undeveloped Land by the applicable date such Special Taxes are due, the City shall be authorized, but
shall not be required, to draw the funds from the BUR Special Tax Account, in whole or in part, to apply to the
applicable unpaid Special Tax obligations, whether declared immediately due and payable or otherwise. The City
shall annually determine the projected Special Taxes for the Owner’s Undeveloped Land and if funds on deposit in
the BUR Special Tax Account exceed the projected amount of Special Taxes, the excess amounts shall be released to
the Owner. In addition, the Owner may seek reimbursement from amounts on deposit in the BUR Special Tax Account
as Special Taxes are paid on the Owner’s Undeveloped Land and up to 15% of the amount on deposit may be released
annually following the last to occur of: the completion of the Series 2020 Project in accordance with the terms of the
Funding Agreement, the end of the capitalized interest period, or the completion of the Chapter 1B Development.
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The amount of Special Taxes expected to be owed by the Owner related to the Owner’s Undeveloped Land
is shown in the table below, together with the appraised value of the Owner’s Undeveloped Land.
BUR SPECIAL TAX ANALYSIS

Description $ Amount
SPECIAL TAX OBLIGATIONS (BUR)
Projected Special Tax Obligations – Total 10 Years $19,874,261
Less: Special Tax Escrow Funded at Closing (9,000,000)
Net Unfunded Special Taxes – Total 10 years $10,874,261
UNDEVELOPED LAND SUBJECT TO SPECIAL TAXES (BUR)

Total Appraised Value (Stabilization – September 2023) $124,250,000
Value-To-Unfunded Special Taxes - Total 10 Years 11.4x
For more information on the projected Special Taxes, see “– TAX INCREMENT AND SPECIAL TAX REPORT –
Projected Special Taxes” herein.
The information in the following table shows the estimated flow of funds with respect to the BUR Special
Tax Account and is derived from Appendix G-13 in the Report.
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Projected Special Tax Pledge Account and BUR Special Tax Requirement
Tax Bond Owner's Undeveloped Land Special Tax Account(b) BUR Special
Year Year BUR Special Beginning Projected Special Eligible Ending Tax Requirement
Beginning Ending Tax Requirement(a) Balance Tax Release Release Balance After Account Release
1-Jul-20 1-Sep-21 $0 $9,000,000 $0 $0 $9,000,000 $0
1-Jul-21 1-Sep-22 $0 $9,000,000 $0 $0 $9,000,000 $0
1-Jul-22 1-Sep-23 $0 $9,000,000 $0 $0 $9,000,000 $0
1-Jul-23 1-Sep-24 $2,317,357 $9,000,000 $0 ($1,350,000) $7,650,000 $967,357
1-Jul-24 1-Sep-25 $2,343,068 $7,650,000 $0 ($1,350,000) $6,300,000 $993,068
1-Jul-25 1-Sep-26 $2,378,164 $6,300,000 $0 ($1,350,000) $4,950,000 $1,028,164
1-Jul-26 1-Sep-27 $2,369,869 $4,950,000 $0 ($1,350,000) $3,600,000 $1,019,869
1-Jul-27 1-Sep-28 $1,768,919 $3,600,000 $0 ($1,350,000) $2,250,000 $418,919
1-Jul-28 1-Sep-29 $1,658,916 $2,250,000 $0 ($1,350,000) $900,000 $308,916
1-Jul-29 1-Sep-30 $1,699,503 $900,000 $0 ($900,000) $0 $799,503
1-Jul-30 1-Sep-31 $1,737,534 $0 $0 $0 $0 $1,737,534
1-Jul-31 1-Sep-32 $1,779,916 $0 $0 $0 $0 $1,779,916
1-Jul-32 1-Sep-33 $1,821,016 $0 $0 $0 $0 $1,821,016
Total $19,874,261 $0 ($9,000,000) $10,874,261

(a)
See Appendix G-13.
(b)
According to the Special Tax Pledge Agreement, the Developer will make a deposit into the Account held by the Deposit Bank in the amount of $9,000,000. On or before
September 30 of each year commencing on September 30, 2023, the City shall direct the Administrator to calculate the total amount of Special Taxes on undeveloped parcels
that are projected to be collected from the Pledgor’s Properties (the “Projected Special Taxes”).If the Administrator concludes that the amount of funds in the Account exceed
the Projected Special Taxes and the City determines that no Special Tax in the District is due and owing, the City shall direct the Deposit Bank to release an amount equal to the
difference between the balance in the Account minus the Projected Special Taxes; provided, however, that the minimum amount of any release shall be $100,000 (an
“Administrator’s Release Determination”). To the extent the Projected Special Taxes are equal to or less than $250,000, the City shall direct the Deposit Bank to release to the
Pledgor the remainder of the Collateral to the Pledgor. In addition for Fiscal Years subsequent to the Fiscal Year in which the last to occur of the following events: (i) the Series
2020 Project, as defined in the Funding Agreement, is deemed completed under the terms of the Funding Agreement (ii) the Chapter 1B Development, as defined in the Funding
Agreement, is deemed completed under the terms of the Funding Agreement or (iii) the end of the Capitalized Interest Period described in the Indenture referenced in the Funding
Agreement, unless the Release event described in either Section 6.1 or Section 6.2(c) occurs, 15% of the Original Deposit shall be eligible for Release each Fiscal Year, as
directed by Pledgor. Such Release shall occur upon confirmation that the Special Taxes, if any, on the Pledgor’s Properties for such Fiscal Year have been paid.
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THE AMOUNTS ON DEPOSIT IN THE SPECIAL TAX ACCOUNT ARE NOT PLEDGED
REVENUES FOR THE BENEFIT OF THE HOLDERS OF THE 2020 BONDS NOR INCLUDED IN THE
TRUST ESTATE. ACCORDINGLY, AMOUNTS ON DEPOSIT IN THE SPECIAL TAX ACCOUNT ARE
NOT PLEDGED TO THE PAYMENT OF DEBT SERVICE ON THE 2020 BONDS.
Enterprise Zone Credits
Businesses located in an Enterprise Zone (defined herein) are eligible for real property and state income tax
credits in return for job creation and investment. The Enterprise Zone Tax Credit Act (defined herein) defines an
Enterprise Zone (for purposes of the credit) as either (a) an area that has been so designated by the Secretary of the
Department of Business and Economic Development (“DBED”) through procedures that are described in the statute,
or (b) an area that is designated as either an Enterprise Zone, an “empowerment zone” or an “enterprise community”
under various Federal laws. The Port Covington Peninsula, including the entirety of the Port Covington Project, has
been designated as an Enterprise Zone. The Enterprise Zone Tax Credit Act obligates the City to grant a property tax
credit to eligible projects in an Enterprise Zone.
The tax credit is available for “qualified property,” which is non-residential property used in a trade or
business located in an Enterprise Zone. The credit is calculated only as to the “eligible assessment,” which is the
increase in the assessed value of the property, presumably representing an investment in new construction or
significant renovation.
The tax credit is good for ten years; in most instances the credit is equal to 80% of the eligible assessment
for the first five years and then scales down by increments of 10% over the final five years (i.e. 70-60-50-40-30%
respectively). For particularly disadvantaged areas that the City recommends and DBED approves the designation of
a “focus area,” the credit will remain at 80% for the full ten years and can also be applied to personal property, however
no “focus areas” have been designated within the Development District.
To the extent that any Enterprise Zone Tax Credits are taken by an eligible property, the State is required to
remit back to the City an amount equal to 50% of the funds that were not collected because of the tax to the extent
included in the State budget.
Businesses locating in an Enterprise Zone can also secure income tax credits for wages paid to certain
employees (including increased credits within focus areas) in accordance with the Tax-General Article of the
Annotated Code of Maryland, for creating new jobs, and under the “One Maryland” tax credit program for eligible
project and start-up capital costs. Although not impactful on incremental tax revenues, such incentives may help to
attract tenants to the commercial buildings and spaces within the Port Covington Project.
There is an application process for the tax credits that is handled through the City of Baltimore Development
Corporation (“BDC”). It is anticipated that all eligible properties will apply for the Enterprise Zone credits, and that
assumption has been applied in preparing the projections of anticipated incremental tax revenues. See “APPENDIX
C – Tax Increment and Special Tax Report.”
Within the Chapter 1B Development, it is anticipated that the buildings located on the E5A Parcel and the
E7 Parcel, as well as retail improvements on the remaining blocks (specifically the E1 Parcel, E5B Parcel and E6
Parcel), will be eligible for the Enterprise Zone Tax Credits, and that the owners of the applicable Chapter 1B Parcel
will apply for and use the credits to the extent available.
Currently, three buildings within Chapter 1A Development are benefitting from Enterprise Zone Tax Credits:
City Garage, Rye Street Tavern and the Sagamore Spirit Distillery, each of which also benefit from Brownfields
Property Tax Credits, which are further described below.
For further discussion on Enterprise Zone Tax Credits, see “THE DISTRICTS AND THE PLEDGED
REVENUES – Assessment Procedures; Tax Credits” herein.
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Brownfields Property Tax Credits
Brownfields are vacant or underutilized sites where contamination (or the perception thereof) is hindering
new investment. For sites eligible for VCP set out in the Environment Article of the Annotated Code of Maryland
and operated by the MDE, there is a five-year tax credit of 50-70 percent on the increase in City property tax (10 years
if the property is in an Enterprise Zone) following the completion of a redevelopment project on a brownfield site.
The City is authorized under Maryland law to take a number of steps, which if adopted, allow for: (a) an automatic
property tax credit against both the State and City property taxes of 50%, after the application of any other tax credits,
for a period of five years; (b) a discretionary additional tax credit of up to 20% (on both State and local taxes) based
on eligibility criteria of the City’s choosing; and (c) an increase in the duration of the tax credit (both automatic and
discretionary) for an additional five years if the property is in an Enterprise Zone. The City has adopted legislation to
incorporate all three elements of the property tax credit program and to establish the City’s eligibility requirements
for the discretionary portion of the tax credit. By doing so, the City has also committed to contribute 30% of any
increased property tax liability on qualifying properties to the City’s Brownfield Revitalization Incentive Fund.
To be eligible for the credit, and treated as a “qualified brownfields site,” a property must be contaminated
with hazardous substances and be owned or operated by an “inculpable person” (“Inculpable Person”), meaning
someone who has no current and had no prior interest in the contaminated property when applying for recognition as
an Inculpable Person and who did not cause or contribute to the contamination. In addition, the property tax credit is
not available until the completion of a voluntary cleanup or corrective action under the VCP. There are no use
restrictions for eligibility, so that in contrast with the enterprise zone credit (with which it is often paired), residential
properties are eligible.
The resulting property tax credit is now 50% for five years on eligible properties, with the five years
increasing to ten (10) years for properties located in an Enterprise Zone. The additional property tax credit under City
Code is 20% where the sum of the property acquisition and remediation costs exceeds $250,000. As described above,
the extensive environmental remediation conducted on the Port Covington Project Site will make all properties eligible
for the Brownfields Property Tax Credit at the 70% level for a period of ten years.
Eligibility for the Brownfields Property Tax Credits is determined through an application process that
typically begins with BDC. Eligibility can be lost if a property is withdrawn from the VCP or if MDE withdraws
approval of a remediation plan. A certificate of completion is typically issued upon completion of the remediation.
All buildings in the Chapter 1B Development are expected to take advantage of the Brownfields Property Tax Credits.
See “APPENDIX C – Tax Increment and Special Tax Report” for properties in the Development District which either
are or are expected to take advantage of the Brownfields Property Tax Credits.
For further discussion on Brownfields Property Tax Credits, see “THE DISTRICTS AND THE PLEDGED
REVENUES – Assessment Procedures; Tax Credits” herein.
The Developer
The Developer for the Chapter 1B Development is Weller Development Company, LLC (the “Developer”),
a privately-held, full service real estate firm created in 2017. The senior management team at the Developer has over
100 years of collective experience acquiring, entitling, developing and financing large-scale development projects.
See “– Master Development Agreement” herein for details of the development agreement related to the Chapter 1B
Infrastructure Improvements, and “– Chapter 1B Parcel Development Agreements” for details of the development
agreements related to the Chapter 1B Vertical Improvements.
Experience of the Developer
Sagamore Pendry Baltimore Hotel (Baltimore, MD). The Sagamore Pendry is a historic property located on
the Recreation Pier in the center of the vibrant waterfront Fells Point neighborhood, approximately one mile from the
Inner Harbor. The hotel contains 128 guest rooms and luxury suites, private infinity pool, state-of-the-art fitness
center, open air courtyard, renowned culinary destinations by James Beard Award-Winning Chef Andrew Carmellini,
and 10,000 square feet of event and meeting space including the historic Sagamore Ballroom. The hotel is owned in
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part by Sagamore, and in 2018, the Sagamore Pendry was named the number 1 hotel in the United States by readers
of Condé Nast Traveler.
Sagamore Spirit Whiskey Distillery (Baltimore, MD). Completed in January 2017, the 50,000 square-foot
Sagamore Spirit Distillery has the capacity to produce 1.5 million bottles per year, provides a tour and tasting
experience, and pays homage to Maryland’s rye history. This is the first distillery to distill, barrel, age, bottle and
distribute rye whiskey in Maryland since the end of Prohibition (1933). The Sagamore Spirit Whiskey Distillery is an
anchor for the Chapter 1 Development and welcomes thousands of visitors annually at its retail and visitor center for
daily tours and tastings. The Sagamore Spirit Whiskey Distillery is owned in part by affiliates of Sagamore and is
part of the Chapter 1A Development.
Rye Street Tavern (Baltimore, MD). Adjacent to the distilling and processing operation of Sagamore Spirit
Whiskey Distillery is the Rye Street Tavern, a 13,800 square foot restaurant providing a-la-carte seating, private party
space, and indoor and outdoor seating. The Rye Street Tavern is part of the Chapter 1A Development.
City Garage (Baltimore, MD). This 133,000 square foot abandoned warehouse was acquired in 2015 by
Sagamore and underwent extensive redevelopment. City Garage has been redeveloped into an innovation hub for
entrepreneurs and other artisans/artist with a mission to build a community focused on the creation, development, and
production of new innovative products. City Garage is part of the Chapter 1A Development and was the first project
delivered in the Port Covington Project.
Key Individuals
Marc Weller, Founding Partner. Marc Weller is a senior real estate executive with over 25 years of
experience developing and building residential, commercial, and mixed-use real estate development projects. Prior to
founding the Developer, Mr. Weller and Kevin Plank founded SDC as a full-service real estate company with expertise
in acquisitions, development, leasing, construction management, and property management. Since 2013, Mr. Weller
has led almost $200 million of ground-up development or redevelopment projects in Baltimore and Washington, DC.
Prior to founding SDC, Mr. Weller spent thirteen years developing thousands of market rate and affordable residential
units in urban, mixed-use development projects in and around Washington, DC as the founding principal of Denning,
LLC and Ellis Denning Construction and Development. Mr. Weller has led or participated in successful development
projects with numerous development partners including JBG Companies, Lowe Enterprises, Perry Real Estate Capital,
NFAHS, Urban Matters, and the District of Columbia.
Steven Siegel, Partner. Steven Siegel has over 25 years of development, finance, and public policy experience
with a focus on executing large-scale, public-private development projects. Mr. Siegel began his role in 2012 as senior
advisor to SDC, then joined the Developer full-time in 2015. Mr. Siegel is responsible for the overall execution of
the Port Covington Development. In addition, Mr. Siegel plays a key role in pursuing and developing new business
opportunities for the Developer. Mr. Siegel also sits on the Developer’s Investment Committee. Previously, Mr. Siegel
was President of Davey Street Partners, Director of Development of the District of Columbia, and VP of acquisitions
for a Mid-Atlantic multifamily developer. During his tenure at the District of Columbia, Mr. Siegel oversaw the
District’s $13 billion public-private real estate development portfolio serving under Mayor Adrian Fenty from 2007-
2010, including several mixed-use developments utilizing tax increment financing.
Mike Gaffney, Chief Financial Officer. Mike Gaffney has over 28 years of experience in finance, acquisitions,
dispositions, and investment strategy. Mr. Gaffney is currently leading the capital markets effort for the Port
Covington Development, focusing on the debt and equity capital raising strategy. Mr. Gaffney also sits on the
Developer’s Investment Committee. Previously, Mr. Gaffney was a member of the Senior Management Team at
Washington Prime Group (NYSE: WPG) where he served as the Executive Vice President and Head of Capital
Markets and his responsibilities included formulating and executing portfolio strategy, including acquisitions and
dispositions, and the capitalization of the company including raising debt and equity capital. Prior to Washington
Prime, Mr. Gaffney spent seven years as Senior Vice President at Simon Property Group (NYSE: SPG).
Duke Fairchild, Director of Finance. Duke Fairchild has over 10 years of real estate investment banking
and development experience, with a concentration on large, transformative, mixed-use development projects located
in the Baltimore-Washington metropolitan areas. Mr. Fairchild is the Director of Finance at the Developer and is
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responsible for executing the underwriting and development feasibility of the Port Covington Development for the
Developer, as well as advising the executive team on matters of financing, venture negotiations, investment
structuring, and investor relations. Previously, Mr. Fairchild worked as a Vice President at the Greenwich Group
International, where he assisted in executing and closing on transactions valued in excess of $2.6 billion. One of Mr.
Fairchild’s signature project’s is The Wharf, in Washington D.C. where he was the lead underwriter in assisting PN
Hoffman and Madison Marquette in securing $220 million of institutional joint-venture equity for the 3.2 million
square foot, world-class, mixed-use waterfront neighborhood. Phase 1 delivered in 2017 and encompasses 2 million
square feet of office, hotels, shops, restaurants and residential space, as well as marinas, parks, piers and docks.
Thomas Maulding, General Counsel. Thomas Maulding is General Counsel at the Developer. He is
responsible for overseeing all legal matters for the company and managing outside counsel and the inside legal team.
Mr. Maulding is a member of the Developer’s Investment Committee. Mr. Maulding works with both the Developer
team and the Weller Management team, assisting project managers with the negotiation and drafting of contracts,
navigating environmental issues or other regulatory and compliance matters, and addressing risk mitigation and
insurance. Mr. Maulding has over 25 years of legal experience with expertise in business transactions and real estate,
litigation, and environmental law. Prior to joining the Developer, Mr. Maulding was General Counsel for SDC, where
he managed and directed the organization of all affiliated companies and played an integral role in acquiring the real
properties purchased to create the Port Covington assemblage.
Scooter Monroe, Vice President of Leasing. Scooter Monroe is Vice President and Head of Office Leasing
at the Developer. He is responsible for leading internal and external teams of leasing professionals responsible for the
marketing and leasing of over one million square feet office space in the Chapter 1 Development. Under Mr. Monroe’s
guidance the leasing team has developed a strategy to attract tenants to Port Covington - locally, regionally, nationally,
and internationally. Prior to his leasing role, he was a Director of Development and was responsible for executing the
Developer’s vision for development projects and operating businesses from concept through completion and lease-up.
He joined the Developer in 2014 (then SDC) and oversaw development and delivery for 3150 M Street NW, City
Garage, Nick’s Fish House, UA House at Fayette, and Rye Street Tavern. On the City Garage project, he gained
experience in grass roots marketing by leasing approximately 134,000 square feet of office/light manufacturing space
in-house. He was also responsible for negotiating leases for Nick’s Fish House and Rye Street Tavern.
Mr. Monroe has over 14 years of experience in developing commercial and multi-family projects in the
Baltimore and Washington, D.C. metropolitan area. Prior to joining the Developer, Mr. Monroe served in development
project management roles for CSI Support and Development, a senior housing developer, and Conifer, a nationally
ranked affordable housing developer. In both roles, he managed renovation and ground-up development projects.
Previously, Mr. Monroe worked for The Cordish Companies, a nationally recognized developer with expertise in
entertainment, gaming, and hospitality.
Adam Genn, Director of Development. Adam Genn is the Director of Development at the Developer
responsible for entitlements, government relations, and general master planning efforts across all initiatives including
the Port Covington Development Project. Mr. Genn has over ten years of real estate development experience and
specializes in turnkey delivery of ground-up development and construction projects from entitlement and financing
through construction, occupancy, and management. Prior to joining the Developer and SDC, Mr. Genn worked as a
General Contractor and Owner’s Representative on mixed-use and transit-oriented development projects across the
state valued over $250 million. Among these projects was a 3.5+ million square foot, mixed-use infill redevelopment
project adjacent to the Prince George’s Plaza metro, the first phase of which was named the 2014 MBIA multi-family
project of the year. Mr. Genn earned his bachelor’s degree from Emory University where he was a four-year varsity
letter winner and two-year captain of the Baseball Team, and was a Dean’s Scholar at the Johns Hopkins Carey School
of Business in the Master of Real Estate and Infrastructure program.
Mary Wilkerson, Vice President of Accounting. Mary Wilkerson is responsible for overseeing all aspects of
accounting operations and investor reporting activities at the Developer. Ms. Wilkerson has over 24 years of
experience in real estate accounting. Prior to joining the Developer in 2018, Ms. Wilkerson worked as a Senior
Accounting Manager in the construction accounting department at Corporate Office Properties Trust, a publicly traded
office property REIT. Ms. Wilkerson earned a B.S. in Economics with a certificate in accounting from the University
of Maryland, Baltimore County and an M.S. in Real Estate from Johns Hopkins University. Ms. Wilkerson is a
Certified Public Accountant.
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Danny Coffman, Associate. Danny Coffman has over 10 years of real estate development, capital markets,
and investment banking experience. At the Developer, Danny facilitates coordination between the Finance and
Development teams. He is primarily responsible for portfolio modeling, investment underwriting and analysis, and
capital markets activities. Prior to joining the Developer, Mr. Coffman worked at Tradepoint Atlantic, overseeing the
construction and development of over 6 million square-feet of industrial warehouse space on the 3,250-acre brownfield
site at Sparrows Point in Baltimore, Maryland. Formerly, he worked as the Capital Markets Associate at Realterm, a
$2.6 billion assets under management private equity real estate firm managing three logistics-oriented equity fund
series. Mr. Coffman has a degree in Finance and Economics from Franklin and Marshall College.
George Roux, Associate. George Roux has over 6 years of real-estate finance and development experience,
with a focus on acquisitions and investment analysis for mixed-use projects located in the Washington metropolitan
area. In his role, Mr. Roux supports the Developer’s Development and Finance groups in performing vertical-
development underwriting, market-research, pipeline development, and project-management functions for several of
the firm’s fee-development projects. Before joining the Developer, Mr. Roux worked for the JBG Companies in
Washington DC, where he supported investment activities for numerous residential, office, and retail investments with
a concentration on ground-up, mixed-use developments. Additionally, Mr. Roux supported the firm’s portfolio-
integration and investment reporting for JBG’s merger with Vornado Realty Trust in July 2017 (NYSE: JBGS). His
previous work experience includes roles at Prudential Financial (NYSE: PRU) in Arlington, Virginia and Lakewood
Capital in Rowayton, Connecticut.
Design and Construction Team for the Chapter 1B Infrastructure Improvements
The design and construction team working on the Chapter 1B Infrastructure Improvements was selected
through a competitive Requests for Qualifications and Proposals process, and the selected team has extensive
experience in comprehensive redevelopment projects across the nation, as well as in Baltimore City specifically.
Civil Engineers
STV is an award-winning professional firm consistently ranking among the country’s top companies in
education, highways, bridges, rail and mass transit sectors. Throughout the United States and Canada, STV’s
professional, technical and support personnel offer a broad range of services. STV’s transportation and infrastructure
division serves the transportation and development industry, meeting the needs of clients and the traveling public
through the planning, design, and construction of major infrastructure projects. Some notable past projects include:
One World Trade Center, Newark Liberty International Airport Terminal One, The Joint Health Sciences Center and
Maddison Park North. STV earned its reputation as a national leader in the transportation and infrastructure industries
by providing high quality service; an integrated, multi-disciplinary approach; exceptional project experience; and
veteran project managers and principals. STV is the engineer of record for the Chapter 1B Infrastructure
Improvements (including the connections for the sanitary sewer holding tank) other than the Bulkhead Improvements
described herein.
Moffatt & Nichol (“Moffatt & Nichol”) is a global infrastructure advisory firm working from thirty-six (36)
offices and seven (7) countries. The firm provides practical solutions to clients in the marine terminal, transportation,
energy, environmental, federal, and urban development markets around the world. Moffatt & Nichol is a
multidiscipline professional services firm with specialized expertise in structural, coastal, and civil engineering;
environmental sciences; economics analysis; inspection & rehabilitation; and program management solutions. Moffatt
& Nichol’s waterfront practice was established in the 1960s. Since then, the firm has played a vital role in the
development of waterfronts worldwide. The firm’s planning and design experience in the marine environment,
coupled with our extensive coastal engineering expertise, enables us to create innovative, award-winning, and
sustainable infrastructure that enhances, protects, and defines the world’s waterways and coastlines. Moffat & Nichol
has been contracted as engineer of record for the Bulkhead Improvements described herein.
Geotechnical and Environmental Engineer
Geo-Technology Associates, Inc. (“GTA”) was established in 1985 and currently has 15 office locations
throughout the mid-Atlantic region and North Carolina. GTA provides services to residential, commercial,
institutional, industrial, and energy clients; state and federal government agencies; and architects, engineers, and
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contractors. With more than 375 engineers, geologists, scientists, technicians, and support personnel, GTA focuses on
geotechnical issues such as subsurface exploration; geotechnical and foundation engineering; groundwater resource
and wastewater disposal issues; construction observation and materials testing; environmental due diligence issues
from Phase I Environmental Site Assessments through management of remediation for contaminated water and soil;
and natural resource services ranging from natural resource inventories to federal and state permit processing. Some
notable past projects include: Four Seasons Hotel and Legg Mason Office (Baltimore City, MD), Principio Business
Park (Cecil County, MD), Arm & Hammer Facility (York County, PA) and Liberty Harbor East (Baltimore City,
MD).
General Contractor
The Whiting-Turner Contracting Company (“Whiting-Turner”) serves as the General Contractor for the
construction of the Chapter 1B Project. Based in Baltimore, Maryland, Whiting-Turner has been in business since
1909 and is one of the nation’s largest construction management and general contracting companies. Whiting-Turner
provides the full spectrum of construction services on projects small and large in markets such as retail, office,
education, health care, life sciences, technology, transportation, infrastructure and utilities. Sample mixed-use projects
in the Baltimore and Virginia areas include the Rockville Town Square in Rockville, Maryland (a mixed-use urban
renewal project with a 1,667-space public garage (below-grade and precast), a 252-space private garage (below-grade),
175,000 square feet of retail, 156 condominium units, 488 apartment units, and 60,000 square feet of cultural arts
space; the project was awarded Best Mixed-Use Project and Best Smart Growth Master Plan by the Maryland/DC
chapter of the National Association of Industrial and Office Properties in 2007) and the Miller & Rhodes Building
renovations in Richmond, Virginia (a historic renovation of a department store into a 438,000 square foot development
including a 250-room Hilton Garden Inn, 133 condominium units, and parking). Whiting-Turner is also serving as
the general contractor for the Parcel E7. See “– Chapter 1B Parcels – Parcel E7 – Rye Street Market” herein.
Master Development Agreement
The Managing Member has engaged the Developer to implement the Horizontal Development of the Port
Covington Project as a fee developer pursuant to a Master Development Agreement dated November 1, 2017 (as
amended or supplemented, the “Master Development Agreement”) between the Managing Member and the
Developer. The Developer has provided certain development services in connection with the acquisition of the parcels
comprising the Port Covington Project Site. Upon completion of each phase of the Horizontal Development (or
otherwise as required by the City), the Owner will dedicate, or convey through fee simple deed or public easement, as
applicable, the infrastructure improvements funded by tax increment financing (including the Chapter 1B
Infrastructure Improvements constructed with the proceeds of the 2020 Bonds) to Baltimore City or otherwise make
such facilities available for public use.
The term of the Master Development Agreement, unless sooner terminated, continues until the Horizontal
Development of the Master Plan is completed. The Managing Member has the right to terminate the Master
Development Agreement at any time, for any reason or for no reason, upon ninety (90) days written notice to the
Developer.
The Master Development Agreement is also terminable by the Managing Member or the Owner upon written
notice to the Developer of (a) the sale by the Owner or the Managing Member of all of its right, title and interest in
and to the entire Property (as defined in the JV Agreement) (including any sale by assignment, foreclosure, deed in
lieu of foreclosure, foreclosure or sale of all of the ownership interests in the Owner, the Managing Member or
otherwise); or (b) the sale by the Owner or the Managing Member of all of its right, title and interest in and to the
entire Project (including any sale by assignment, foreclosure, deed in lieu of foreclosure, foreclosure or sale of all of
the ownership interests in the Owner, the Managing Member, or otherwise); or (c) as to any individual property, upon
the disposition of such property, or (d) upon a default by the Managing Member under the JV Agreement.
Upon the happening of any Event of Default by the Developer, the Managing Member shall have the absolute
unconditional right, in addition to all other rights and remedies available to the Managing Member at law or in equity,
to terminate the Master Developer Agreement by giving written notice of such termination to the Developer. “Events
of Default” by the Developer under the Master Development Agreement include the failure by the Developer to
observe, perform or comply with any term, covenant, agreement or condition of the Master Development Agreement
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which remains uncured; general assignment and bankruptcy proceedings; and willful misconduct, gross negligence or
an act of fraud against the Managing Member.
Chapter 1B Vertical Improvements
The initial planned vertical improvements for the Chapter 1B Project are comprised of five building or
building clusters (each building or cluster, a “Vertical Improvement Project”) totaling approximately 1.1 million
square feet.
The components of the Chapter 1B Vertical Improvements are listed in the following chart:
PORT COVINGTON PROJECT - CHAPTER 1B VERTICAL IMPROVEMENTS
DESCRIPTION CHAPTER 1B VERTICAL IMPROVEMENTS

Parcel E1
Residential, Parcel E5A Parcel E5B Parcel E6 Parcel E7
Retail, and Office & Extended Stay Residential & Office &
Total IP Garage Retail Apts & Retail Retail Retail
GROSS SQUARE FEET
Office 439,563 - 211,739 - - 227,824
Residential 586,275 182,695 - 126,675 276,905 -
Retail 116,242 40,403 9,542 5,780 15,835 44,682
Other - - - - - -
Total Gross Square Feet 1,142,080 223,098 221,281 132,455 292,740 272,506
Parking 391,604 384,033 7,571 - - -
Total Gross Square Feet With Parking 1,533,683 607,131 228,851 132,455 292,740 272,506
NET RENTABLE SQUARE FEET

Office 404,299 - 206,692 - - 197,607
Residential 447,373 136,103 - 93,865 217,405 -
Retail 93,632 25,468 9,542 4,407 15,460 38,756
Other - - - - - -
Total Net Rentable Square Feet 945,305 161,571 216,234 98,272 232,865 236,363
Parking 391,604 384,033 7,571 - - -
Total Net Rentable Square Feet With Parking 1,336,908 545,604 223,805 98,272 232,865 236,363
UNITS
Residential/Hospitality - Market Rate 448 127 - 121 200 -
Residential – Affordable 89 35 - - 54 -
Total Units (does not include parking) 537 162 - 121 254
Parking 1,039 1,023 16 - - -
Note: 81 of the units in Parcel E5B are currently expected to be hospitality use through an Extended Stay Apartment Hotel as further described below
under “– Chapter 1B Parcels – Parcel E5B.”
Each of the five parcels on which the Chapter 1B Vertical Improvements are located (each a “Chapter 1B
Parcel” and collectively, the “Chapter 1B Parcels”) will be transferred on or prior to the date of the issuance of the
2020 Bonds to a separate LLC created for such purpose (each an “SPE LLC” and collectively, the “SPE LLCs”). See
“Financing for the Chapter 1B Vertical Development–Opportunity Zone Equity – Structure of Fund and Investment”
below.
Financing of Land Ownership
The Chapter 1B Parcels, together with a number of other parcels in the Port Covington Project, are
encumbered by an outstanding bank financing in the principal amount of $78,100,000. The Owner will obtain a loan
from Bank OZK to refinance such outstanding acquisition debt (the “Land Loan”), which requires that a number of
conditions be met prior to the funding thereof, including an investment of equity by the Owner, a satisfactory appraisal,
a mortgage on the remaining parcels financed with such debt (which will exclude the Chapter 1B Parcels), and a
guaranty from entities acceptable to Bank OZK, as well as a number of ongoing financial and other covenants. The
Land Loan has been approved by Bank OZK and the loan documents related thereto have been executed and placed
in escrow to be released simultaneously with the issuance of the 2020 Bonds (subject to customary closing conditions,
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all of which are anticipated to be met on or before the issuance of the 2020 Bonds). Upon closing of the Land Loan
from Bank OZK, the Chapter 1B Parcels will be released from the lien related to the existing bank financing, and
transferred to the SPE LLCs. See “– Financing for the Chapter 1B Vertical Development” below for details related
to the debt and equity to be used for the Chapter 1B Vertical Improvements. The Vertical Improvement Project for
Parcel E7 will be developed by a subsidiary of the Owner and the applicable construction loan for that project will be
cross-collateralized and cross-defaulted with the Land Loan. See “– Financing for the Chapter 1B Vertical
Development – Conventional Debt Financing” below. One of the construction loans described in that section will be
obtained by an SPE LLC related to the Owner and will be cross-collateralized and cross-defaulted with the Land Loan.
The Funding Agreement, which provides for the funding of the anticipated costs of the Series 2020 Project upon the
terms set forth therein may be assigned to Bank OZK (or any successor Qualified Capital Source Provider, as defined
in the Funding Agreement) for the Land Loan. See “– Funding Agreement” below. Further, a default under the
Funding Agreement will be deemed to be an Event of Default under the Land Loan documents. Among the remedies
upon such an Event of Default is acceleration of the loan repayment in full. Notwithstanding any acceleration of the
Land Loan, the 2020 Bonds are not subject to acceleration. See “RISK FACTORS – No Acceleration Provision”
herein.
Chapter 1B Parcel Development Agreements
The Owner has entered into a Development Agreement with each SPE LLC (each a “Chapter 1B Parcel
Development Agreement”), and a sub-development agreement with the Developer, through which the Developer shall
undertake general responsibility as fee developer of each Vertical Improvement Project to manage, arrange, supervise
and coordinate the acquisition, planning, design, financing, and construction of such Vertical Improvement Project,
in a good and workmanlike manner, and to take such actions as the SPE LLC may reasonably request within the scope
of Developer’s responsibilities in such Agreement (collectively, the “Vertical Development Services”). The Vertical
Development Services include, property acquisition, master planning, development, construction asset management.
Under each Chapter 1B Parcel Development Agreement, the SPE LLC agrees to provide all amounts required to pay
when due all current obligations of such SPE LLC in connection with the development and construction of the
Development Services.
The term of each Chapter 1B Parcel Development Agreement shall continue for a period of two years
following the date upon which the Vertical Improvement Project is completed, unless earlier terminated pursuant to
the provisions contained therein. The SPE LLC shall have the right to terminate the Chapter 1B Parcel Development
Agreement at any time, for any reason or for no reason, upon ninety (90) days written notice to the Developer. The
Chapter 1B Parcel Development Agreement shall be terminable by Owner upon written notice to Developer of (a) the
sale by the SPE LLC of all of its right, title and interest in and to its respective entire Chapter 1B Parcel (including
any sale by assignment, foreclosure, deed in lieu of foreclosure, foreclosure or sale of all of the ownership interests in
the SPE LLC or otherwise); or (b) the sale by the SPE LLC of all of its right, title and interest in and to its respective
entire Chapter 1B Parcel (including any sale by assignment, foreclosure, deed in lieu of foreclosure, foreclosure or
sale of all of the ownership interests in the SPE LLC, or otherwise); or (c) as to any individual property, upon the
disposition of such property.
Chapter 1B Parcels
Parcel E1
As planned, the residential portion of the Vertical Improvement Project to be located on Parcel E1 will have
162 units, which will include approximately 127 market-rate apartments and 35 affordable housing units, reserved for
individuals and families earning not more than eighty percent (80%) of the area median income. The building is
currently planned to include 25,468 square feet of grocery retail space and an approximately 1,000 space parking
garage, and is expected to offer a variety of amenities including a co-working style business center, a club room, a
courtyard gathering area, and a fitness center. The co-working area will be complete with comfortable seating options,
built in USB charging stations, and televisions. Residents will also be able to utilize the first-floor lobby space to
work. The club room features intimate areas with card tables, drop down workspace, and lounge seating making it a
multi-faceted space for residents to enjoy. The third-floor amenities are currently planned to wrap the courtyard,
which will provide residents a tranquil environment with multiple green walls and plantings, while also offering a
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place to entertain. In addition to these amenities, residents are expected to have a virtual concierge service, package
room, and the option of dedicated garage parking on their floor.
Parcel E1 Vertical Improvement Project Rendering
The architectural design team led by Torti Gallas and Partners has issued final construction drawings. Permit
issuance is anticipated by January 2021 upon the payment of building permit fees. Clark Builders Group, LLC is the
general contractor for the Vertical Improvement Project to be located on Parcel E1, and construction is anticipated to
start in January 2021 with delivery expected by December 2022. Pursuant to a traffic mitigation agreement between
the SPE LLC owner of Parcel E1 and Baltimore City with respect to Parcel E1, and as a condition precedent to issuance
of the building permit for the Vertical Improvement Project on Parcel E1, the SPE LLC will agree to make a one-time
contribution to fund the City’s multimodal transportation improvements in the vicinity of Parcel E1 to the extent
practicable. No specific work by the City to improve the City’s multimodal transportation improvements is required
under such traffic mitigation agreement, and it is at the City’s sole discretion to determine, if, when, where and how
any such work may be performed.
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Parcel E5A
The Vertical Improvement Project for Parcel E5A will be an eight-story, approximately 221,500 square foot
office building, inclusive of 9,500 square feet of ground floor retail. The building will benefit from efficient office
floor plates on each floor (exclusive of the ground floor retail and the penthouse) which will each have over 30,000
square feet of rentable square feet. In addition to the retail, the ground floor, as currently planned, will have a lobby,
16 covered parking spaces, a gym, a bike storage area, and a partially walled-in courtyard designed by Hoerr Shaudt
Landscape Architects. The eighth floor penthouse will include approximately 6,348 square feet of indoor amenity
space including lounge, bar, and shared conference rooms with water views. Outside of the amenity space, there will
be approximately 3,290 square feet of outdoor terrace space.
Parcel E5A Vertical Improvement Project Rendering
The architectural design team led by Morgan Gick McBeath and Associates has issued final construction
documents. Permit issuance is anticipated by January 2021 upon the payment of building permit fees. Clark
Construction Group, LLC is the general contractor for the Vertical Improvement Project to be located on Parcel E5A,
and construction is anticipated to start in January 2021 with delivery in August 2022. The first tenant spaces are
expected to be completed by September 2022. Pursuant to a traffic mitigation agreement between the SPE LLC owner
of Parcel E5A and Baltimore City with respect to Parcel E5A, and as a condition precedent to issuance of the building
permit for the Vertical Improvement Project on Parcel E5A, the SPE LLC will agree to make a one-time contribution
to fund the City’s multimodal transportation improvements in the vicinity of Parcel E5A to the extent practicable. No
specific work by the City to improve the City’s multimodal transportation improvements is required under such traffic
mitigation agreement, and it is at the City’s sole discretion to determine, if, when, where and how any such work may
be performed.
The Developer and Jones Lang LaSalle Incorporated (“JLL”) are executing the leasing strategy for the Parcel
E5A (also known as “2455 Banner Street”) office building. The leasing strategy includes a local and national approach
with tactics such as broker outreach/events, attending conferences in target markets, data analytics/research and direct
tenant connections. Given the Port Covington Project Site’s close proximity to institutions such as the National
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Security Agency and Johns Hopkins Hospital, the leasing strategy is initially focused on building ecosystems that
support and attract companies in the Data Science/Cyber Security and Life Science industries. 2455 Banner Street
has large efficient floor plates and is designed to attract larger corporate tenants, and has experienced significant
activity because larger tenants tend to be in the market for space 24-36 months prior to building delivery. There are
non-binding, signed letters of intent with respect to approximately 15,000 square feet of 2455 Banner Street, with
proposals submitted by the Developer to prospective tenants for approximately 293,326 square feet, and active touring
prospects of approximately 300,000 square feet. It is currently estimated that there will be over 898,000 square feet
of expiring leases with respect to potential leasing prospects in the third and fourth quarters of 2022, which aligns with
the office building delivery timing at Port Covington.
Parcel E5B
The Vertical Improvement Project for Parcel E5B is planned for short term residential use. The building is
expected to be an eight-story, 132,455 square foot extended-stay apartment hotel, including 5,780 square feet in
ground-floor retail. The building is currently planned to have approximately 81 furnished, extended-stay hospitality
units on floors 2-6 of the building with an additional approximately 40 unfurnished, market-rate residential dwelling
units above on floors 7-8. The market-rate residential units are expected to command the highest residential rents
considering the building’s overall higher-level finishes and the top-floors views. The extended-stay units are expected
to serve as an amenity for the prospective office tenants allowing for flexible stays, ranging from one night (similar to
a hotel) to one year. The Developer is in ongoing management agreement discussions with a high-end, hospitality-
focused, extended-stay operator to operate the entire building. The building is planned to have a high-end lobby with
staffed coffee kiosk serving food and beverages and lounge areas. On the second floor will be an amenity area,
including a bar, lounge seating, and an exterior pool terrace with a high-end seating area surrounding a fireplace.
Parcel E5B Vertical Improvement Project Rendering
The architectural design team led by Hord Coplan Macht has issued final construction drawings. Permit
issuance is anticipated by January 2021 upon the payment of building permit fees. Bozzuto Construction Company
is the general contractor for the Vertical Improvement Project to be located on Parcel E5B, and construction is
anticipated to start in January 2021 with delivery expected by December 2022. Pursuant to a traffic mitigation
agreement between the SPE LLC owner of Parcel E5B and Baltimore City with respect to Parcel E5B, and as a
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condition precedent to issuance of the building permit for the Vertical Improvement Project on Parcel E5B, the SPE
LLC will agree to make a one-time contribution to fund the City’s multimodal transportation improvements in the
vicinity of Parcel E5B to the extent practicable. No specific work by the City to improve the City’s multimodal
transportation improvements is required under such traffic mitigation agreement, and it is at the City’s sole discretion
to determine, if, when, where and how any such work may be performed.
Parcel E6
The Vertical Improvement Project for Parcel E6 is planned as an eight-story, 293,000 square foot residential
building with 16,000 square feet of ground floor retail. As planned, the residential building will have 254 units and
is projected to have 200 market-rate apartments and 54 affordable housing units, reserved for individuals and families
earning not more than 50% of AMI. The residential building is planned to have a high-end lobby with lounge areas,
bike storage, mail room, and high-end third floor amenity area, including a bar and lounge, outdoor balcony, fitness
center, meeting room, and billiards room, as well as a rooftop deck.
The architectural design team led by Hord Coplan Macht has issued final construction drawings. Permit
issuance is anticipated shortly after the closing of the 2020 Bonds and upon the payment of building permit fees.
Bozzuto Construction Company is also the general contractor for the Vertical Improvement Project to be located on
Parcel E6, and construction is anticipated to start in January 2021 with delivery expected by December 2022. See the
subheading below entitled, “Low Income Housing Tax Credits/Parcel E6 Financing” below for a description of the
LIHTC Equity (defined herein) available in connection with Parcel E6. Pursuant to a traffic mitigation agreement
between the SPE LLC owner of Parcel E6 and Baltimore City with respect to Parcel E6, and as a condition precedent
to issuance of the building permit for the Vertical Improvement Project on Parcel E6, the SPE LLC will agree to make
a one-time contribution to fund the City’s multimodal transportation improvements in the vicinity of Parcel E6 to the
extent practicable. No specific work by the City to improve the City’s multimodal transportation improvements is
required under such traffic mitigation agreement, and it is at the City’s sole discretion to determine, if, when, where
and how any such work may be performed.
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Parcel E7 - Rye Street Market
Rye Street Market, a central feature of the Vertical Improvement Project for Parcel E7, is planned to serve
as the epicenter of activity and programming in the Port Covington Project. The signature building as proposed will
include a 10,000 square foot marketplace, as well as a high-end European-styled courtyard “Market Square” as a
gathering place to support the building’s overall 38,000 net rentable square feet of retail (which includes the
marketplace). A flexible, state-of-the-art conference and meeting facility is planned for the entire second floor above
the Rye Street Market, offering meeting space for conferencing and events to help office tenants reduce office leasing
costs by eliminating the need to maintain large meeting rooms within their own leased premises. A rooftop event
space overlooking the water and the Chapter 1B Development’s main retail street will provide event and gathering
space for tenants and residents in the Port Covington Project. Co-working is also a planned aspect of the Rye Street
Market office environment, offering flexible memberships for small tenants, start-up businesses and larger companies
seeking to manage temporary office overflow on an as-needed basis.
The total Vertical Improvement Project for Parcel E7 will consist of four concrete constructed buildings of
varying heights (Building A will be 3 stories; Building B will be 2 stories; Building C will be 4 stories; and Building D
will be 6 stories) totaling approximately 273,000 gross square feet with approximately 228,000 gross square feet of
office and approximately 45,000 gross square feet of retail. The Owner has secured appropriate rights to construct a
portion of the buildings within a City right-of-way that will be abandoned in conjunction with the construction of the
Chapter 1B Vertical Improvements, and a deed to that property upon completion of the Chapter 1B Vertical
Improvements.
The architectural design team, which includes Morris Adjmi Architects and Morgan Gick McBeath and
Associates, has issued final construction drawings. Permit issuance is anticipated by January 2021. Whiting-Turner
is the general contractor for the Vertical Improvement Project to be located on Parcel E7, and construction of all
buildings is anticipated to start by January 2021 with the delivery of the core and shell of each building expected by
October 2022. Pursuant to a traffic mitigation agreement between the SPE LLC owner of Parcel E7 and Baltimore
City with respect to Parcel E7, and as a condition precedent to issuance of the building permit for the Vertical
Improvement Project on Parcel E7, the SPE LLC will agree to make a one-time contribution to fund the City’s
multimodal transportation improvements in the vicinity of Parcel E7 to the extent practicable. No specific work by
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the City to improve the City’s multimodal transportation improvements is required under such traffic mitigation
agreement, and it is at the City’s sole discretion to determine, if, when, where and how any such work may be
performed.
The Developer and JLL are also executing the leasing strategy for the Rye Street Market office building. The
office leasing strategy includes a local and national approach with tactics such as broker outreach/events, attending
conferences in target markets, data analytics/research and direct tenant connections. Given the Port Covington Project
Site’s close proximity to institutions like the National Security Agency and Johns Hopkins Hospital, the leasing
strategy is initially focused on building ecosystems that support and attract companies in the Data Science/Cyber
Security and Life Science industries. Rye Street Market is designed for tenants with smaller footprints (under 20,000
square feet), and has achieved some early success with early adopter tenants in the cyber and tech community having
signed non-binding letters of intent. Leasing velocity is expected to increase at Rye Street Market 12 to 18 months
prior to building delivery, in line with the timeframe that small-to-mid sized tenants typically begin exploring their
space requirements. In the Baltimore Metro pipeline, there are over 898,000 square feet of expiring leases (of which
approximately 483,000 square feet are tenants that are currently occupying 50,000 square feet or less) in the third and
fourth quarters of 2022, which aligns with the office building delivery timing at Port Covington. There are non-
binding, signed letters of intent with respect to approximately 30,300 square feet of the Rye Street Market, with
proposals submitted by the Developer to prospective tenants for approximately 20,640 square feet, and active touring
prospects of approximately 15,000 square feet.
The Developer’s leasing strategy for the retail program at Rye Street Market is focused on “placemaking,”
featuring a food & beverage-heavy-program centered on the market hall. The high-end design and ground-level
integration with the internal courtyard will allow for outdoor seating designed to attract restaurant tenants and create
an active and energetic environment. The other curated retail, including design stores and a planned café, will further
enhance the pedestrian scale and experience benefitting the office environment above and the surrounding buildings.
Financing for the Chapter 1B Vertical Development
The Chapter 1B Vertical Improvements will be funded from a number of sources, including equity of the
Owner (which includes equity already invested by the Owner, see “THE PORT COVINGTON PROJECT – Port
Covington Project” above), opportunity zone equity, low income housing tax credit equity and conventional
commercial loans, all of which will close concurrently with or prior to the issuance of the 2020 Bonds as more fully
described below. Additionally, the Chapter 1B Vertical Improvements are anticipated to utilize both Brownfield Tax
Credits and Enterprise Zone Tax Credits, as applicable (each as also described herein). Although other tax credits
may be available, it is not anticipated that any other property tax credits will be utilized with respect to the Chapter
1B Vertical Improvements. See “APPENDIX C – Tax Increment and Special Tax Report.”
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The following chart, entitled “FINANCING FOR THE CHAPTER 1B VERTICAL DEVELOPMENT,” describes the
sources and uses of funds with respect to the Chapter 1B Vertical Development.
FINANCING FOR THE CHAPTER 1B VERTICAL DEVELOPMENT
E1 E5A E5B E6 OZ PORTFOLIO E7 TOTAL
PROJECT BUDGET
Acquisition & Hard Costs $ 85,858,594 $ 68,606,626 $ 46,142,007 $ 80,667,476 $ 281,274,703 $ 111,994,591 $ 393,269,294
Closing & Soft Costs $ 12,182,793 $ 15,500,649 $ 8,475,862 $ 21,639,852 $ 57,799,155 $ 25,914,873 $ 83,714,028
Financing Costs $ 8,053,993 $ 7,357,480 $ 3,617,083 $ 8,236,615 $ 27,265,172 $ 6,403,573 $ 33,668,745
TOTAL USES $ 106,095,380 $ 91,464,755 $ 58,234,952 $ 110,543,943 $ 366,339,030 $ 144,313,037 $ 510,652,067
CAPITAL STACK
Construction Loan $ 52,549,425 $ 55,160,374 $ 19,143,763 $ 73,500,000 $ 200,353,562 $ 62,146,438 $ 262,500,000
Equity - Baltimore Revitalization Vertical QOF $ 795,926 $ 495,041 $ 583,641 $ 467,729 $ 2,342,337 $ - $ 2,342,337
1
Equity - Port Covington Phase 1A QOF $ 52,265,782 $ 32,507,705 $ 38,325,745 $ 30,714,230 $ 153,813,462 $ - $ 153,813,462
Equity - Sponsor Equity (BUR) $ - $ - $ - $ - $ - $ 66,980,466 $ 66,980,466
2
Equity - LIHTC $ - $ - $ - $ 47,340 $ 47,340 $ - $ 47,340
3
Equity - To-Date $ 484,248 $ 3,301,635 $ 181,803 $ 5,814,643 $ 9,782,329 $ 15,186,133 $ 24,968,462
TOTAL SOURCES $ 106,095,380 $ 91,464,755 $ 58,234,952 $ 110,543,943 $ 366,339,030 $ 144,313,037 $ 510,652,067
1
The total amount reflects the anticipated required equity for financing of the Chapter 1B Vertical Development. As of November 30, 2020, the funds on
deposit in the QOF brokerage account ($155,303,873) exceed the anticipated required equity.
2
The LIHTC Equity transaction is anticipated to close simultaneously with the issuance of the 2020 Bonds, however only $47,340 will be received at such
time. The remainder of the LIHTC Equity will be advanced in accordance with the documents related thereto, and is not an additional funding source for
the Chapter 1B Vertical Improvements. See the subheading entitled, “Low Income Housing Tax Credits/Parcel E6 Financing” below.
3 Approximately $5,486,000 of Owner cash equity spent to date with respect to Parcel E7 and shown above in “Equity-To-Date” is included in the total equity
invested by the Owner as described above. See “– Port Covington Project – Overview.” The remaining amounts shown above in “Equity-To-Date” include
imputed values as opposed to cash amounts.
Opportunity Zone Equity
As part of the federal Tax Cuts and Jobs Act of 2017, Maryland was authorized to nominate “Qualified
Opportunity Zones” or “QOZs” to encourage new capital investment in eligible census tracts by allowing taxpayers
to defer taxes on capital gains by investing those gains in eligible business or projects in QOZs. Following nomination
by Governor Larry Hogan, Census Tract 24510230300 (the “Census Tract”) was designated as a QOZ by the U.S.
Secretary of the Treasury.
The Census Tract includes all of the Port Covington Project that is north of the existing right of way for
Cromwell Street. The only properties that are not in the Census Tract are those south of Cromwell Street: the excluded
properties are the parcels acquired by an affiliate of UA (the “UA Campus”), the properties on which both Rye Street
Tavern and the Sagamore Spirit Distillery were developed, the former Tidewater Marina and the additional properties
on the Port Covington Peninsula east of the Marina. All of the Chapter 1B Parcels are included in the Census Tract
except for a small portion of the Parcel E7.
Under current tax law, investors who make eligible investments from qualifying capital gains and hold those
investments for specified periods, can defer the tax on such capital gains until the earlier of the date on which the
investor disposes of the investment or December 31, 2026. If, by December 31, 2026, investors have held their eligible
investment for period of at least five years, or up to seven years, applicable portions of an investor’s qualifying gain
(depending on the length of time held) may be excluded from tax and the rest of the gain is recognized on December
31, 2026. In addition, if the eligible investment is held for at least ten years, then an investor can elect to step-up such
investor’s tax basis in the investment to the fair market value and exclude from taxation all gain attributable to the
appreciation of the applicable eligible investment, such as the Chapter IB Vertical Improvements.
Structure of Fund and Investment. Goldman Sachs and other investors will have invested approximately
$155 million (the “OZ Investment,” described in the line item “Equity – Port Covington Phase 1A QOF” in the chart
above entitled, “FINANCING FOR THE CHAPTER 1B VERTICAL DEVELOPMENT”) in a limited liability company intended
to be certified as a “qualified opportunity fund” providing its investors with the tax benefits under the opportunity
zone program (the “qualified opportunity fund” or “QOF”). A wholly owned subsidiary of Goldman Sachs will
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control and be the investment manager of the QOF. As of November 30, 2020, $155,303,873.00 of the OZ Investment
is being held in a brokerage account in the name and on the account of the QOF. This amount exceeded the anticipated
required equity described in the above chart. The funds on deposit in the brokerage account are expected to be
available at the time of the issuance of the 2020 Bonds.
A limited liability company (the “qualified opportunity zone business” or “QOZB”) has been formed
comprised of individuals and entities affiliated with Sagamore (the “Sagamore QOF”). The Sagamore QOF will
contribute an additional $2.3 million to the QOZB. The QOZB will in turn wholly own four special purpose limited
liability companies (each an SPE LLC, and collectively, the “QOZB SPE LLCs”), which will acquire from the Owner
the respective parcel on which one of the Vertical Improvement Projects in the Chapter 1B Vertical Improvements
will be built. Prior to the date upon which a QOZB SPE LLC acquires the applicable properties, the QOF held one or
more closings pursuant to which investors’ capital commitments to the QOF are accepted (each date on which any
such closing occurred, a “QOF Closing Date”). As to the previously mentioned $155,303,873.00 of the OZ
Investment, the initial closing of the QOF occurred on February 28, 2020, and interim fundings occurred prior to
November 30, 2020. At each QOF Closing Date, each person admitted as a member of the QOF in respect of such
closing was required to make a capital contribution to the QOF in an amount equal to 100% of its capital commitment
that has been accepted by the QOF. In addition, to the extent necessary or advisable to satisfy current or expected
future expenses or other obligations of the QOF, each member may, at any time and from time to time after the
applicable QOF Closing Date, be required to make capital contributions in excess of such member’s capital
commitment up to an aggregate amount equal to 10% of such member’s capital commitment. Within the Port
Covington Phase 1A QOF, affiliates each of Goldman Sachs and the Owner will be entitled to receive certain incentive
distributions depending on the overall performance of the four Chapter 1B Parcels, which incentive distributions are
subject to certain caps to conform to the QOZ program requirements. The four Chapter 1B Parcels (and the projects
to be developed thereon) to be owned by the four QOZB SPE LLC’s are: Parcel E1, Parcel E5A, Parcel E5B and
Parcel 6.
Equity Financing for Parcel E7
In addition to the equity contributed by the Owner to date, the equity required for the Parcel E7 project will
be provided by the Owner, and ownership of the land and resulting project will be held by an SPE LLC wholly owned
by the Owner (the “Owner SPE LLC”). BUREI/GS has committed to provide additional funding in an approximately
amount of $57 million and the Managing Member has committed to provide additional funding in an approximate
amount of $19 million to satisfy the requirement of Bank OZK, the conventional construction loan lender (as described
in the line item “Equity – Baltimore Revitalization Vertical QOF” in chart above entitled, “FINANCING FOR THE
CHAPTER 1B VERTICAL DEVELOPMENT”).
Conventional Debt Financing
Construction financing for four of the five buildings (relating to each Chapter 1B Parcel other than Parcel
E6) constituting the Chapter 1B Vertical Improvements in an amount of approximately $189,000,000 is expected to
have been obtained through conventional construction loans from Bank OZK. (See the chart above entitled,
“FINANCING FOR THE CHAPTER 1B VERTICAL DEVELOPMENT.”) One of the loans will finance the projects to be built
on Parcels E1, E5A and E5B that will be owned by the QOZB SPE LLCs; the other loan will finance the project to be
built on Parcel E7 that will be owned by the Owner SPE LLC. Bank OZK requires a number of customary conditions
to be met prior to the funding of any portion of such loans, including the investment (and expenditure) of equity by
the applicable SPE LLC; a mortgage on the Parcels financed with such debt, and a guaranty from entities acceptable
to Bank OZK, as well as a number of ongoing financial and other covenants. The conditions required to be met prior
to the closing on the loans will be met on or prior to the issuance of the 2020 Bonds. The loans will bear interest at a
floating rate tied to LIBOR or a successor/alternate index and will have an initial term of 48 months, which may be
extended if certain conditions are met, and will amortize following the initial term. Each of the respective QOZB SPE
LLCs will be a borrower on the applicable construction loan, with each such property owner jointly and severally
liable, but on a non-recourse basis, with respect to the total contemplated financing. The construction loan for Parcel
E7 will have the Owner SPE LLC as the borrower and will be cross-collateralized and cross-defaulted with the Land
Loan. See “Financing of Land Ownership” above. The documentation for the loans has been executed and is being
held in escrow to be released simultaneously with the issuance of the 2020 Bonds, subject to customary closing
conditions (all of which are anticipated to be met on or before the issuance of the 2020 Bonds). A failure to qualify
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for advances under the terms of the Funding Agreement will be deemed to be an Event of Default under the
construction loan documents. Among the remedies upon such an Event of Default is acceleration of the loan
repayment in full. Notwithstanding any acceleration of the loan, there is no remedy with respect to the loan which
relates to the 2020 Bonds, which are not subject to acceleration. See “RISK FACTORS – No Acceleration Provision”
herein. Notwithstanding any acceleration of the loan, the 2020 Bonds are not subject to acceleration. See “RISK
FACTORS – No Acceleration Provision” herein.
Low Income Housing Tax Credits/Parcel E6 Financing
The residential building (the “E6 Building”) to be located on Parcel E6 will utilize Low Income Housing Tax
Credits (“LIHTCs”) and tax-exempt bond financing issued through the Community Development
Administration (“CDA”), an agency within the State of Maryland’s Department of Housing and Community
Development, and the Freddie Mac Direct Purchase of Tax-Exempt Loans Program. Under this program, the Federal
Home Loan Mortgage Corporation (“Freddie Mac”) is required to issue a forward commitment to provide permanent
financing for the E6 Building by purchasing through a Freddie Mac “Seller-Servicer” the tax-exempt governmental
loan to CDA and evidenced by a governmental note (the “CDA Note”). The Owner has received a commitment from
CDA to issue the CDA Note in a principal amount of $73,500,000.
On or prior to the issuance of the 2020 Bonds, CDA will originate, utilizing the proceeds of the CDA Note,
a separate mortgage loan in the principal amount equal to the principal amount of the CDA Note to the SPE LLC
which owns the E6 Building. The proceeds of such loan will be used to finance a portion of the costs of the acquisition
of property and construction of the E6 Building. M&T Bank and EagleBank, or affiliates thereof (collectively “Initial
Funding Lender”) will be the initial purchaser of the CDA Note and will therefore act as construction lender. Upon
completion of construction and stabilization of the E6 Building, Freddie Mac, through M&T Realty Capital
Corporation, the Freddie Mac Seller-Servicer, subject to satisfaction of all conditions set forth in its forward
commitment, will purchase the CDA Note. It is a requirement of the purchase of the CDA Note that the Brownfields
Property Tax Credits and, to the extent applicable to non-residential portions of the E6 Building, Enterprise Zone
Property Tax Credits be available to the E6 Building, and there is a cap in place for the amount of stabilized net taxes
thereon (after abatements) of $567,525 (as reviewed and approved by Initial Funding Lender).
Additionally, the Stratford Capital Group will be syndicating an equity investment (the “LIHTC Equity”) in
an entity serving as the tenant under a master lease of the affordable dwelling units within E6 Building in anticipation
of claiming LIHTCs with respect to the Port Covington Project (shown in the line item “Equity – LIHTC” in chart
above entitled, “FINANCING FOR THE CHAPTER 1B VERTICAL DEVELOPMENT”). The master lease provides for rent
payments to be made from the master tenant thereunder to PC-E6, LLC (the “Owner and Landlord” of the E6
Building). Accordingly, the Parcel E6 will be required to be compliant with affordability and reporting requirements
associated with the use of tax-exempt bonds and the resulting tax credits, as well as any additional restrictions imposed
by CDA, Initial Funding Lender, and Freddie Mac, including guaranties from entities which have met certain net
worth and liquidity requirements.
The construction financing for Parcel E6 and the LIHTC Equity investment is expected to occur
simultaneously with the issuance of the 2020 Bonds, although the remainder of the LIHTC Equity not advanced at
closing will not be received until permanent refinance, including completion of the E6 Building. The remainder of
the LIHTC Equity is expected to be used to replace Owner equity already advanced and is not an additional source of
funds for the E6 Building or any other portion of the Chapter 1B Vertical Improvements. See the chart above entitled,
“FINANCING FOR THE CHAPTER 1B VERTICAL DEVELOPMENT.”
Engineer’s Report
The Engineer’s Report prepared by the Engineer is contained in APPENDIX B to this Limited Offering
Memorandum. The Engineer’s Report provides an overview of the Port Covington Chapter 1 development area (as
described in the Engineer’s Report) and discusses the public improvements that constitute the Series 2020 Project, the
land use reviews and approvals required with respect to development, including, but not limited to, development plan
approval, zoning, and environmental review, and certain hindrances to the development.
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Based on the assumptions and qualifications contained therein, the Engineer’s Report concludes that the
construction cost estimate prepared by Whiting-Turner of $67,100,000, which includes approximately $1,870,000 in
contingency, various allowances (i.e. hazardous materials remediation, unsuitable soils, unknown utility obstructions,
extended sediment, and control maintenance) and contractor profit as a guaranteed maximum price for construction
the public infrastructure improvements is reasonable estimate of construction costs considering the scope of work
being performed.
None of the Issuer, the City, and the Underwriters make any representation as to the accuracy of the
Engineer’s Report.
Founded over 100 years ago, the Engineer through its professional, technical and support personnel, offers
services in the United States and Canada to a broad client base including engineering, architectural, planning/pre-
design, environmental services, and program and construction management services. For more information on the
Engineer, see “THE PORT COVINGTON PROJECT – Design and Construction Team for the Chapter 1B
Infrastructure Improvements” herein.
The Funding Agreement
General. The Funding Agreement by and among the Issuer, the City, the Developer, and the Owner dated
as of June 17, 2020 (the “Funding Agreement”), provides for the funding of a portion of the costs of the Series 2020
Project upon the terms set forth therein. Capitalized terms not otherwise defined in this section shall have the meanings
as set forth in the Funding Agreement attached hereto as “APPENDIX D – Funding Agreement.”
Pursuant to the terms of the Funding Agreement, moneys on deposit in the Series 2020 Project Account will
be disbursed in the maximum amount equal to the amount of the proceeds of the 2020 Bonds initially deposited to the
Series 2020 Project Account, plus any available investment earnings thereon to the Owner and the Developer to pay
for the Actual Costs of the Series 2020 Project. The Funding Agreement provides that the obligations of the Owner
and the Developer will not be diminished as a result of any lack of availability of moneys on deposit in the Series
2020 Project Account. None of the Issuer, the City, or the Trustee shall be obligated to pay for the Actual Costs of
the Series 2020 Project except from amounts on deposit in the Series 2020 Project Account on or after the Closing
Date of the 2020 Bonds.
The Funding Agreement is not assigned as security for the 2020 Bonds.
Under the Funding Agreement, the Developer is required to furnish to the Issuer and the City payment and
performance bonds in form and substance acceptable to the Issuer and the City and as defined in the Baltimore City
Code and supported by a surety acceptable to the Issuer and the City in an amount not less than one hundred percent
of the construction costs of the Series 2020 Project. Payment and performance bonds required by the Funding
Agreement, which secure the payment for and performance of work under a permit relating to the construction of the
Series 2020 Project shall not be released until the work is complete on the Series 2020 Project covered by the permit,
as certified by the Inspector. This release shall be controlled by the terms of the applicable payment and performance
bond document, the Baltimore City Code, and any applicable directives of the Issuer or the City. With respect to the
construction of Triangle Park, Cromwell Park, and the Sanitary Storage Tank, payment and performance bonds shall
be required for only to the extent required by any of the developer’s agreements executed with the City that provide
the right to construct such improvements. For information on the Triangle Park, Cromwell Park, and the Sanitary
Storage Tank and related developer’s agreements executed with the City, see “THE PORT COVINGTON PROJECT
– Chapter 1B Vertical Improvements” herein.
Payments for Series 2020 Project. In order to receive progress payments under the Funding Agreement for
Actual Costs of the Series 2020 Project, the Developer (or the Engineer on behalf of the Developer) is required to
submit a payment request, approved by the Engineer, to the Issuer Representative (with a copy to the City
Representative). Such payment requests must be approved by the Inspector. The Inspector’s review will (i) verify
that the work with respect to the portion of the Series 2020 Project identified therein for which payment is requested
was completed, (ii) verify that all governmental approvals, permits or inspections required in connection with the
construction of such portion of the Series 2020 Project which has been completed to the date of such payment request
have been received or approved, as applicable, (iii) verify that, in reliance upon quality control testing conducted by
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the Engineer and certifications provided by the Engineer, such work was completed in accordance with the Plans and
Specifications, with the terms of the Funding Agreement and with all applicable governmental approvals or other
permits and inspections, and (iv) verify and approve the Actual Cost of such work specified in such payment request.
“Actual Cost” of the Series 2020 Project is defined under the Funding Agreement as those substantiated costs
of the Series 2020 Project and actually paid or incurred by either Developer Party.
Under the Funding Agreement, approved change orders with respect to the Series 2020 Project that cause the
aggregate of the Actual Costs of any item or category of Actual Costs of the Series 2020 Project to exceed the Budgeted
Costs (defined herein) of such item or category may only be paid from amounts on deposit in the Series 2020 Project
Account (A) to the extent of any contingency amounts held by the Trustee in the Series 2020 Project Account, (B)
from any savings resulting from the aggregate Actual Cost of a completed item or category being less than the
Budgeted Costs of such item or category, or (C) upon approval by the City Representative and the Issuer
Representative (such approval not to be unreasonably withheld). In any event, the Issuer Representative shall not
approve any Payment Request if the result would be to (i) pay more than the Actual Costs of the Series 2020 Project,
or such portion thereof, for which payment is requested, or (ii) pay an amount that would cause the sum of all amounts
paid by the Trustee for all Actual Costs of the Series 2020 Project to exceed the amounts available in the Project
Account, including any investment earnings thereon.
“Budgeted Cost” is defined in the Funding Agreement as the budgeted cost of each item or category of Actual
Costs of the Series 2020 Project to be financed with the proceeds of the 2020 Bonds, as set forth in the Funding
Agreement.
Insurance Requirements. At all times prior to the final completion of the Series 2020 Project, the Developer
Parties are required under the Funding Agreement to maintain and deliver to the City evidence of and keep in full
force and effect, or cause the general contractor(s) for the Series 2020 Project to maintain and deliver to the City
evidence of and keep in full force and effect, not less than the following coverage and limits of insurance, which shall
be maintained with insurers and under forms of policies satisfactory to the City: (a) Workers’ Compensation and
Employer’s Liability: Workers’ Compensation coverage equal to at least the greater of (i) such limits as are required
by law and (ii) $1,000,000 per injury, $1,000,000 per accident and $1,000,000 per disease, and Employer’s Liability
limits of at least $1,000,000 per occurrence; (b) Comprehensive General Liability: limits of at least $5,000,000 per
occurrence and $5,000,000 in the aggregate; (c) Automotive Liability: Combined Single Limit - $1,000,000; (d) Flood
Insurance: if any of the property owned by the Owner, the Developer, or any Affiliate in the Districts is identified by
the Secretary of Housing and Urban Development as being in an area or community having special flood, mudslide,
erosion or other hazards and if flood insurance is available from the National Flood Insurance Program (“NFIP”) or
other commercial insurer, then flood insurance must be obtained under NFIP or from such other insurer, as applicable,
in an amount equal to the amount equal to the aggregate of the budgeted costs of the Series 2020 Project or the
maximum amount available, whichever is less; and (e) Builder’s Risk – in an amount equal covering the Series 2020
Project to the 100% completed value thereof. The automobile and comprehensive general liability policies shall be
accompanied by an umbrella policy with a combined limit of $20,000,000 per occurrence and $20,000,000 in the
aggregate. The City and the Issuer, and their respective elected and appointed officials, employees and agents, shall
be named as additional insureds on all insurance policies described above except Workers’ Compensation insurance.
Termination. The Funding Agreement may be terminated by the mutual, written consent of the City, the
Issuer, and the Developer Parties, in which event the Issuer or the City may (but shall not be required to) either execute
contracts for or perform any remaining work related to the Series 2020 Project not otherwise completed and use all or
any portion of funds in the Series 2020 Project Account or other amounts transferred to the Series 2020 Project
Account under the terms of the Indenture to pay for same or apply such amounts to any other purpose permitted by
the Indenture, and the Developer Parties shall have no claim or right to any further payments for the Actual Costs of
the Series 2020 Project thereunder, except as otherwise may be provided in such written consent.
The Issuer and the City, at their option, may terminate the Funding Agreement, without the consent of the
Developer Parties, if:
(a) the Owner, the Developer, or any Affiliate (as such term is defined in the Funding Agreement) shall
voluntarily file for reorganization or other relief under any federal or State bankruptcy or insolvency laws;
69
(b) the Owner, the Developer, or any Affiliate shall have an involuntary bankruptcy or insolvency action
filed against it, or shall suffer a trustee in bankruptcy or insolvency or receiver to take possession of its assets, or shall
suffer an attachment or levy of execution to be made against the property it owns within the Districts unless, in any of
such cases, such circumstance shall have been terminated or released within 90 days thereafter;
(c) The construction of the Series 2020 Project shall be abandoned or without reason substantially
suspended, including without limitation failure to make any draws upon the Project Account for a period of six
consecutive months, abandonment or suspension of construction of the Series 2020 Project for a period of six
consecutive months at a time when construction is scheduled to occur, and such abandonment or suspension is not
cured or remedied within 90 days after written demand is made on the Owner and the Developer;
(d) Either of the Developer Parties shall breach any material covenant or default in the performance of
any material obligation under the Funding Agreement and such breach or default is not cured as provided below;
(e) Either of the Developer Parties shall have made a material misrepresentation or a material omission
in any written materials furnished in connection with this Limited Offering Memorandum or bond purchase contract
used in connection with the sale of the 2020 Bonds; or
(f) the Owner, the Developer, or any Affiliate shall at any time challenge the validity of the
Development District or the Special Taxing District or any of the 2020 Bonds or the levy of any ad valorem property
tax, including without limitation, the Special Taxes, within the Special Taxing District, other than on grounds that
such levy was not made in accordance with the terms of the Special Taxing District Ordinance or that the assessed
value upon which such levy was calculated was not correct as expressly permitted by the Funding Agreement.
If any such event described above occurs under the Funding Agreement, the Issuer or the City shall give
written notice of its knowledge thereof to the Developer Parties (with a copy to the City or the Issuer, as applicable)
and the Developer Parties agrees to meet and confer with the appropriate staff of the Issuer, the City Representative,
and other appropriate City staff as to options available to assure timely completion of the Series 2020 Project. If the
Issuer, with the prior written approval of the City, proposes to terminate the Funding Agreement, the Issuer shall first
notify the Developers (and any mortgagee or trust deed beneficiary specified in writing by the Owner or the Developer
to the Issuer to receive such notice) of the grounds for such termination and allow the Developer Parties a minimum
of 30 days to eliminate or mitigate to the satisfaction of the Issuer and the City the grounds for such termination. Such
period shall be extended, at the sole discretion of the Issuer, with the prior written approval of the City, if the Developer
Parties, to the satisfaction of the City, is proceeding with diligence to eliminate or mitigate such grounds for
termination. If at the end of such period (and any extension thereof), such grounds have not eliminated or mitigated
such grounds to the satisfaction of the Issuer and the City, the Issuer may then, with the prior written approval of the
City, terminate the Funding Agreement.
So long as any event listed in any of clauses (a) through and including (f) above has occurred, notice of which
has been given by the Issuer or the City to the Developer Parties, and such event has not been cured or otherwise
eliminated by any of the Developer Parties, the Issuer may, with the prior written approval of the City, cease making
payments for the Actual Costs of the Series 2020 Project under the Funding Agreement, provided that the Developer
may receive payment of the Actual Costs of any of the Series 2020 Project that was completed at the time of the
occurrence of an event listed in clause (d) or (e) above upon submission of a Payment Request and compliance with
the other applicable requirements of the Funding Agreement.
In the event that the Funding Agreement is terminated by the Issuer for cause (after prior written approval by
the City), in addition to the other remedies available to it, including the redemption of the 2020 Bonds, the Issuer or
the City may (but shall not be required to) execute contracts for or perform any remaining work related to the Series
2020 Project not otherwise completed and use all or any portion of the funds in the Series 2020 Project Account or
other amounts transferred to the Series 2020 Project Account for such purposes, and the Developer Parties shall have
no claim or right to any further payments to fund the Actual Costs of the Series 2020 Project, except as otherwise may
be provided upon the mutual written consent of the Issuer, the City, and the Developer Parties, which consent of the
Issuer and the City may be withheld in such party’s sole discretion.
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Whenever performance is required of a party under the Funding Agreement, such party is required to use all
due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed
by reason of floods, earthquakes or other acts of God, or the public enemy, acts of government, acts of terrorism, riots,
insurrection, civil commotion, sabotage, malicious mischief, vandalism, fires, storms, foods, epidemics, quarantine
restrictions, freight embargoes, shortages of labor, equipment material or supplies, material economic downturn,
unusually severe weather, or by any other cause beyond the reasonable control of the party (financial inability
excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused.
Lender Assignment and Cure Rights. As described in the section entitled “THE PORT COVINGTON
PROJECT – Chapter 1B Vertical Improvements,” Bank OZK is providing a construction loan and a permanent loan
to construct four of the five buildings in Chapter 1B. The Funding Agreement allows the Developer Parties to
collaterally assign their rights and obligations under this Agreement to Bank OZK or any successor Qualified Capital
Source Provider (as defined in the Funding Agreement).
Upon a foreclosure or assignment in lieu of foreclosure by Bank OZK, but subject to the Transfer
Requirements (defined herein), Bank OZK or a Qualified Private Capital Source Provider may assume in full, the
rights, benefits, obligations and burdens of the Developer Parties set forth in the Funding Agreement (in such case,
Bank OZK, any Qualified Private Capital Source Provider, or a wholly owned designee or nominee would be a
“Transferee”). Upon such an event, (i) the Funding Agreement shall continue in full force and effect, in accordance
with its terms, (ii) the Issuer and the City will recognize such Transferee as a party under the Funding Agreement in
the event that such Transferee assumes the rights, benefits, obligations and burdens set forth in the Funding
Agreement, and (iii) provided that the Transferee agrees in writing to assume the ongoing surviving obligations under
the Funding Agreement and comply with same, the Issuer and the City will perform and observe their respective
obligations under the Funding Agreement, including, without limitation, the obligation to make payments for the
Actual Costs of the Series 2020 Project to Transferee pursuant the Funding Agreement.
“Transfer Requirements” means the requirement that the applicable Transferee (x) agrees to engage a
Qualified Developer (defined below), (y) such Transferee notifies the City or the Issuer in writing of such foreclosure,
transfer and/or assignment within 30 days following such event, and (z) such Transferee delivers to the Issuer and the
City its written agreement to be bound by all provisions of this Funding Agreement including, without limitation, the
duty to construct and the indemnification requirements.
“Qualified Developer” means a contractor and/or developer which, (I) together with its controlled affiliates,
has completed the construction and development of at least three projects of a similar type and similar size to the
Chapter 1B Development and satisfies the Qualification Provisions and (II) has the financial wherewithal or resources
to assume its role as a developer hereunder.
The Issuer and the City have agreed to give notice to Bank OZK and any other Qualified Private Capital
Source Provider of any default of any Developer Party under the Funding Agreement and Bank OZK and such other
Qualified Private Capital Source Provider shall have the same right to cure such default(s) as is provided under the
Funding Agreement. In the event of a default, the Issuer and the City may not terminate the Funding Agreement
without affording to Bank OZK or any other Qualified Private Capital Source Provider a period of time to remedy any
such default by any Developer Party equal to (1) sixty (60) days, such period to commence upon the receipt by Bank
OZK or any other Qualified Private Capital Source Provider of written notice of such default, during which period the
Issuer will not withdraw any amounts from the Project Account or otherwise exercise any remedies under the Funding
Agreement (absent the written consent) or (2) if possession of, or title to, property is required to cure such default,
such longer period of time as may be necessary to obtain possession of, or title to, such property (provided that during
such additional period of time, Bank OZK or such other Qualified Private Capital Source Provider is actively pursuing
its legal remedies to obtain title to such property). If such default is cured, the Issuer has agreed to continue to make
payments for the Actual Costs of the Series 2020 Project in accordance with the Funding Agreement.
For more information on the Lender assignment and cure rights or any other provision of the Funding
Agreement, see “APPENDIX G – Form of Funding Agreement.”
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THE DISTRICTS AND THE PLEDGED REVENUES
The Districts
The Development District, which was created pursuant to the Tax Increment Ordinance to benefit the Port
Covington Project, consists of approximately 237 acres of property. Based on a certificate of the Supervisor of
Assessments, the Original Assessable Base of the Development District is $90,796,494.
The Special Taxing District, which was created by the Special Taxing District Ordinance and also benefits
the Port Covington Project, consists of approximately 155 acres of property within the Development District. For the
boundaries of each of the Districts, see the maps included on page ii herein.
The Pledged Revenues
The Pledged Revenues described herein are composed of the Tax Increment Revenues and the Special Tax
Revenues, which have been pledged by the City pursuant to the Contribution Agreement. See “SECURITY FOR
THE 2020 BONDS” herein.
Aggregate Full Cash and Phased-In Assessed Value
State law requires assessed values to be based on full cash value as established by selling prices in a market
area. Because assessments are performed every three years, the Supervisor of Assessments is required to calculate a
“phased-in” assessment value. For any increase in the full cash value of a property, excepting new construction, the
Tax-Property Article of the Maryland Code requires that the increase in value over the old value be “phased-in” over
the succeeding three years. For example, if a property has an assessment of $100,000 and receives a new assessment
of $130,000, as the new assessment is $30,000 higher than the old assessment, the $30,000 is “phased-in” in equal
amounts over the next three years so that the phased-in assessment value for the first year following the new
assessment would be $110,000, the phased-in assessment value for the second succeeding year would be $120,000,
and the third year phased-in assessment value would be $130,000. See “– Assessment Procedures; Tax Credits”
above.
When construction of improvements is completed with respect to any parcel within the Development District,
it is expected that an interim assessment of such parcel will occur. Property is reassessed for new improvements semi-
annually.
Property in the State is generally re-assessed once every three years and as of January 1 of the assessment
year. According to SDAT, the most recent reassessment date for the properties in the Development District was
January 1, 2018. The next reassessment for all properties in the Development District is scheduled for January 1,
2021.
For purposes of this discussion of Tax Increment Revenues, unless indicated as the full cash assessed value,
any reference to the assessed value of a parcel or the Development District in the aggregate is equal to the phased-in
assessed value.
For additional information on the application of the Tax Increment Revenues and the amounts in the Tax
Increment Fund, see “– Application of Pledged Revenues” above. See also “SECURITY FOR THE 2020 BONDS”
herein.
Tax Increment Revenues
Pursuant to the Tax Increment Act and the Ordinances, Tax Increment Revenues with respect to the
Development District in any Fiscal Year are the portion of the taxes that would normally be paid to the City and that
represent the levy on the amount by which the assessable base of real property in the Development District subject to
taxation as of January 1 preceding that Fiscal Year exceeds the applicable Original Taxable Value (the “Tax
Increment”). The Original Taxable Value is defined in the Tax Increment Ordinance to mean the assessable base of
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all real property in the Development District subject to taxation as of the January 1 of the year preceding the effective
date of the ordinance that approved the inclusion of such property within the Development District (the “Original
Assessable Base”) adjusted for changes in the assessment ratio.
The City has covenanted, pursuant to the Ordinances and the Contribution Agreement, that until bonds or
State Obligations outstanding with respect to the Development District have been paid in full (or defeased in
accordance with the indenture or indentures pursuant to which the applicable bonds or State Obligations were issued),
the property taxes on real property in the Development District shall be divided such that (i) the portion of the taxes
that is produced by the City’s annual tax rate levied upon the Original Taxable Value shall be allocated to and, when
paid, deposited into the funds of the City in the same manner as taxes by or for the City on all other property are paid
and (ii) the portion of the taxes representing the levy on the Tax Increment that would normally be paid to the City
shall be paid into the Tax Increment Fund to be applied in accordance with the Tax Increment Act and the Ordinances.
Tax Increment Revenues include the proceeds of the tax levy on the Tax Increment that would normally be paid to
the City, including any scheduled payments thereof, interest thereon and net proceeds of the redemption or the sale of
property in the Development District sold as a result of foreclosure of the lien of the City property tax, up to the
amount of said lien and interest thereon, including any penalties collected in connection with delinquent property
taxes, but excluding any expenses of sale or any other administrative expenses collected by the City in connection
with such delinquent taxes, in each case to the extent attributable to such levy on the Tax Increment. No State real
property taxes will be paid into the Tax Increment Fund.
Pursuant to the Tax Increment Act, the Ordinances, the Indenture, and the Contribution Agreement, all Tax
Increment Revenues collected and all amounts in the Tax Increment Fund are, subject to annual appropriation by the
City, pledged for transfer to the Issuer to provide for the payment of Debt Service on the 2020 Bonds and shall be
deposited into the Tax Increment Fund. See “SECURITY FOR THE 2020 BONDS – Subject to Appropriation”
herein.
The Administrator will be retained to provide certain services in connection with the administration of the
Districts. See “THE ADMINISTRATOR” herein. The Administrator has prepared, based on the limitations contained
therein, the Report to estimate anticipated Tax Increment Revenues from the proposed completed or to be completed
Chapter 1A Development and Chapter 1B Development. Based on the Report, the Administrator has also prepared
projections of anticipated assessments of Special Taxes and debt service coverage for the 2020 Bonds. As of the date
hereof, it is projected that the Tax Increment Revenues generated in the Fiscal Year beginning July 1, 2023, and
transferred pursuant to the Contribution Agreement will not be sufficient to pay the required Debt Service beginning
with the Interest Payment Date of March 1, 2024, for such year, it is anticipated that Special Taxes will be required to
be levied. See “– Special Tax Revenues” below and “APPENDIX C – Tax Increment and Special Tax Report.”
Properties under Appeal; Delinquent Taxes
As provided by SDAT, there are no properties within the Development District for which the assessed value
is currently under appeal for the tax year 2019-20.
According to the Baltimore City Department of Collections, as of November 1, 2020, no delinquent taxes
were outstanding for any of the fiscal years prior to Fiscal Year 2020-2021.
Tax Levy and Historic Tax Rates
Prior to 1914, the former Article 81, § 204 of the Maryland Code gave full powers to the local governments
to “value and assess all personal property and to revise all valuations and assessment of real property in their respective
counties, and to lower or increase said assessments of real or personal property and take steps for the discovery of all
unassessed property of every kind.” However, to remedy the flaws in the property assessment and taxation system,
between 1914 and 1916, sweeping changes were made to Maryland’s tax code, including the establishment of a single
State Tax Commissioner with greater authority to supervise local assessments of real and personal property throughout
the state, to standardize assessments throughout the state, and to reassess property at regular intervals. In 1959, the
State Tax Commission was replaced by the current State Department of Assessments and Taxation (“SDAT”). The
State assumption of the valuation and assessment function provides uniform and equitable assessments of property
throughout the State, in compliance with the “uniformity clause” of the Maryland State Constitution. Article 15 of
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the Declaration of Rights provides that the State shall “by uniform rules, provide for the separate assessment,
classification and sub-classification of land, improvements on land, and personal property . . . and all taxes . . . shall
be uniform within each class or sub-class . . . .”
Under the current system, while property tax revenues are a relatively minor revenue source for the State, the
State has assumed responsibility for the valuation and assessment of property even though local governments levy and
collect property taxes. Current law requires real property within the State to be valued and assessed once every three
years.
Local property tax rates are set annually by local governments and are applied to the county and municipal
assessable bases. Generally, local governments are able to set property tax rates at the level required to fund
governmental services. Furthermore, local government statutes may limit the tax rates that may be set. The local
property tax rate established by Baltimore City is expressed as an amount per $100 of assessed value (which may be
supplemented by special levies for various special districts or other assessments). Thus, local governments have the
final authority for determining how much property tax revenue is generated, although the tax rates imposed must be
uniform for all classes of property in counties, while municipalities set rates that are uniform within each class of
property. Furthermore, the constant yield tax rate law, enacted in 1977, imposes a notice requirement on local
governments in the event that a proposed tax rate is higher than the rate that would sustain current revenues.
The City tax rate, tax levy, and collections from Fiscal Year 2009 to and including Fiscal Year 2018 are as
follows. However, there can be no assurance that the real property tax collection experience of the City will be
representative of its ability to collect the taxes, and therefore Pledged Revenues, in the future. See “RISK FACTORS”
herein. See “APPENDIX L – Certain Information Regarding Baltimore City.”
CITY OF BALTIMORE
Property Tax Levies and Collections
(Dollars Expressed in Thousands)
Collected within Percent Collections in Percent of Total

Total Tax Total Tax
Fiscal Year Tax Rate† the Fiscal Year of Levy Subsequent Tax Collections
Levy Collections
of the Levy Collected Years to Tax Levy
2010 2.268% $751,510 $723,533 96.3% $29,647 $767,251 98.7%
2011 2.268 777,332 750,144 96.5 10,643 770,399 99.9
2012 2.268 761,237 743,352 97.7 7,668 743,538 95.5
2013 2.268 778,346 732,467 94.1 10,961 752,648 99.6
2014 2.248 755,711 741,449 98.1 14,263 774,648 99.5
2015 2.248 778,380 762,772 98.0 12,061 772,040 96.0
2016†† 2.248 804,391 760,686 94.6 12,437 773,123 96.1
2017 2.248 851,099 808,328 95.0 33,196 841,524 98.8
2018 2.248 892,079 865,223 97.0 9,597 874,820 98.1
2019 2.248 901,885 870,822 96.6 - 870,822 96.6
________________________
Source: City of Baltimore, Maryland Comprehensive Annual Financial Report Year Ended June 30, 2019 (the “CAFR”).
†
Tax rate per each hundred dollars of assessed value.
††
Total tax collections and percent of total tax collections to tax levy for Fiscal Year 2016 are calculated by MuniCap and differ from information
as presented in the CAFR.
Property Tax Collection Procedures
The collection of all real property taxes within the City is the sole responsibility of the City. The Tax
Increment Revenues are a portion of the City ad valorem tax on real property within the Development District. The
Special Taxes will be invoiced and collected from owners of parcels at the same time as real property taxes within the
Special Taxing District. Taxes on real property under the Baltimore City Code are due and payable as of July 1 in
each taxable year. The City grants a discount of 0.5% if the tax bill is paid in full before August 1. The taxes are
overdue and in arrears on October 1. Penalty and interest will be assessed on all delinquent real estate property taxes
at the rate of 1% interest per month or fraction thereof on the State portion of the bill and 2% per month (1% interest
and 1% penalty) or fraction thereof on the City portion of the bill until the bill is paid in full. Under current law,
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residents of owner-occupied residential real estate and owners of commercial property whose property taxes do not
exceed $100,000 pay real property taxes semiannually in two installments, without interest but with a service charge
on the second installment, unless they elect to pay these taxes in one annual payment before September 30. The first
installment is due July 1 and is in arrears on October 1. The final installment is due December 1, and is in arrears on
January 1. Appropriate service charges are applied to all semi-annual payment plans as provided by law, calculated
based on related administrative expenses.
The following chart summarizes key dates related to the collection of taxes and payment of Debt Service on
the 2020 Bonds for any Fiscal Year:
Process Date
Regular property tax assessment notices mailed to property owners December
The “date of finality” (the date assessments for real property become final for next taxable year) January 1
Deadline for appealing reassessment notices (mailed the prior December) Mid-February
Homeowners’ tax credit applications received by this date will have credits reflected on July 1 property tax bills,
if eligible May 1
Appropriation of Tax Increment Revenues and Special Taxes equal to required debt service for subsequent fiscal On or before
year June 30
Director of Finance calculates and mails tax bills July 1
Deadline to submit homeowners’ and renters’ tax credit applications and real property exemptions September 1
Based on projections of Tax Increment Revenues to be available to pay required debt service in the next Fiscal
Year, Administrator notifies City of amount of Special Taxes, if any, that will be needed in such Fiscal Year September
Deadline to pay first installment of real property taxes without penalty (owner-occupied residential property and
owners of commercial property whose property taxes do not exceed $100,000) September 30
Deadline to pay real property taxes without penalty (commercial properties whose property taxes exceed
$100,000) September 30
If Special Taxes are required, bill for Special Taxes sent (payments are due in 45 days) October
Deadline to pay final installment of real property taxes (owner-occupied residential property and owners of
commercial property whose property taxes do not exceed $100,000) December 31
Final bill and legal notice mailed to property owners who have not yet paid taxes February 1
Transfers of Tax Increment Revenues to pay interest due on March 1 and Special Taxes, if necessary to pay such On or before
scheduled debt service March 1
Interest payment due from amounts on deposit in the accounts within the Debt Service Fund March 1
First of two instances of publication of properties going to tax sale March
Mailing of notice to owners of properties subject to tax sale April
Tax sale May
Transfers of Tax Increment Revenues to pay scheduled debt service due on September 1 and Special Taxes, if On or before
necessary to pay such scheduled debt service June 15
Payment of scheduled debt service as described herein September 1
Source: Baltimore City Department of Finance; Maryland State Department of Assessments and Taxation.
Under current State law, the City is not required to initiate procedures to sell any property in the City on
which the total taxes on the property, including interest and penalties, is less than $750 in any one year. Prior to selling
any property at the City tax sale to satisfy the tax obligations then due on such property, the City first will certify as
liens the amount of taxes and other municipal charges in arrears on the property, including any Special Taxes or other
delinquencies that are eligible for tax sale. Thereafter, the City will notify by mail the person last appearing as the
owner of the property on the City’s tax roll that the liens on the property will be sold at public auction in order to
satisfy the entire amount of taxes and other charges then due, including any Special Taxes or other delinquencies that
are eligible for tax sale, and any interest and penalties then due, unless the entire indebtedness is paid within 30 days.
This process currently occurs in early February. Payment of all outstanding liens, including interest and penalties on
or before April 30, can stop the tax sale process. Upon the failure of the owner of record to pay all liens certified for
payment as well as any interest and penalties due, and following two publications of notice of the date and location of
sale in accordance with State law, the City will conduct a sale of the liens on the property at public auction which
generally occurs in mid-May. Such liens will be sold to the highest bidder at a price not less than the total amount of
all taxes and other charges on the property certified as due for payment, together with interest and penalties and
expenses incurred in connection with making the sale. After payment by the highest bidder of all liens and the high
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bid premium, if any, the City will issue to the bidder a tax sale certificate evidencing the sale of the liens which the
bidder can use to foreclose the owner’s right of redemption in the property.
In the event that liens on any property which have been offered for sale for nonpayment of taxes have not
been purchased by a private bidder, the City will “buy in” and hold the liens. When the City retains the liens not sold
at tax sale, the City may pay, but is not required to pay, the delinquent taxes, including any delinquent Special Taxes,
and pays no taxes or Special Taxes during the period after the tax sale but retains the same rights and remedies with
regard to the property as other bidders, including the right to foreclose the right of redemption. The City may
subsequently sell or assign the tax sale certificate for the property at which time such taxes, interest and any penalties
to the date of sale will be paid by the purchaser of the certificate. In the event that any property in the Districts which
has been offered for sale for nonpayment of taxes has not been purchased by a private purchaser, the City is able to
continue to offer the property for sale pursuant to applicable law.
The City has agreed in the Contribution Agreement that the collection of delinquent taxes to be applied and
paid over as Tax Increment Revenues and Special Tax Revenues will be pursued by the City in the same manner as
the collection of taxes applied to general City purposes and to take steps to enforce payment of the real property taxes
and Special Tax Revenues in a timely fashion.
The City may not execute or deliver a deed to a person who holds a tax sale certificate until the Court enters
a judgment directing the City to execute and deliver such a deed in a proceeding that has been brought to foreclose all
rights of redemption of the prior owner. A holder of a certificate may file a complaint in the Circuit Court for
Baltimore City at any time after six months from the date of sale, but no later than two years from the date of the
certificate. Failure to file a complaint within the two-year period will result in the certificate becoming void. Once
the certificate becomes void, the purchaser ceases to have any right, title and interest in the property and any money
received by the City from the tax sale is forfeited. Prior to any foreclosure of the right of redemption, the prior owner
may continue in possession of the property, provided that a receiver for the property may be appointed in accordance
with State and local law, and the prior owner may redeem the property by paying all taxes, whether or not in arrears,
and any interest, penalties, and expenses relating to the sale as well as interest due at the rate of redemption accruing
from the date of the tax sale. Until the Circuit Court has issued a judgment that forecloses all rights of redemption,
the property shall continue to be assessed as though no sale had been made, and all taxes are additional liens against
the property and are the responsibility of the prior owner. Payment of taxes assessed during the redemption period is
not due and payable by the holder of the certificate until foreclosure of the right of redemption. If the prior owner
does not redeem the property from tax sale and pay all outstanding taxes, no taxes, including the Special Taxes, will
be collected by the City during the redemption period. Such amounts will be paid by the person holding the certificate
on the property following foreclosure of the right of redemption. Upon the completion of the foreclosure of the right
of redemption, the holder of the certificate may obtain from the City a deed to the property upon payment in full of
all the taxes which are then due on the property, together with all taxes, interest and penalties accrued after the date
of sale and the balance of the purchase price.
No assurances can be given that the real property subject to tax sale will be sold or redeemed or, if sold
or redeemed, that the proceeds of such sale or redemption will be sufficient to pay any delinquent real property
tax or Special Taxes. Neither the City Enabling Acts nor the provisions of the Tax-Property Article of the
Annotated Code of Maryland pertaining to tax sales require the City to pay the delinquent real property tax
or Special Taxes relating to any lot or parcel of property offered for tax sale if there is no purchaser at such tax
sale. The Special Taxing District Act specifies that Special Taxes have the same lien priority in the case of
delinquency as ad valorem property taxes.
If delinquencies in the payment of the Tax Increment Revenues exist, there could be a default or delay in
payments to the Holders pending tax sale of property or foreclosure of redemption proceedings and receipt by the City
of delinquent Tax Increment Revenues, if any. However, in the event that the Tax Increment Revenues are
insufficient, the City may, within the limits of the Rate and Method, the Ordinances, and the City Enabling Acts,
adjust the Special Taxes levied on all property within the Special Taxing District in future Fiscal Years to provide an
amount, taking into account such delinquencies, required to pay Debt Service on the 2020 Bonds and to replenish the
applicable account within the Series 2020 Reserve Fund. See “– Special Tax Revenues” above.
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Assessment Procedures; Tax Credits
Assessment Procedures. While the applicable tax rate is set by the City and is a combination of State and
City taxes, the values of the properties within the Development District are assessed by SDAT. SDAT is an
independent state agency responsible for real and personal property assessment as well as the mapping of all real
estate. Within SDAT, there is a Supervisor of Assessments for Baltimore City (the “Supervisor of Assessments”) who
is appointed by the Director of SDAT after nomination by the Mayor of the City.
Maryland’s assessment system is based on a three-year cycle in which one-third of all real property is
physically inspected and reassessed each year. Assessments are based upon an estimate of full cash value. The State
assessors utilize three traditional approaches to value: cost, sales comparison, and income capitalization. The income
capitalization approach is not applicable to residential property. To lessen the impact of any increase in full cash
value, a three year phased-in period is implemented for certain assessment increases. This provides for one-third of
the increase in full cash value to be added in the first year of the assessment cycle with the balance being added in
equal installments over the next two years.
If there were to be any new construction in the Districts, the assessor would currently use a cost approach to
determine the initial full cash value using the land acquisition price (if applicable) as the land value and actual
construction costs provided by the developer of such property (if available). No assurances can be given that such
assessment procedure will continue to remain in effect during the term of the 2020 Bonds.
Tax Credits. In addition to the foregoing, there are various limitations and tax credits that can affect the
collection of real property taxes. For example, pursuant to Section 9-103 of the Maryland Annotated Code, Tax-
Property Article (the “Enterprise Zone Tax Credit Act”), certain non-residential real property located in a designated
Enterprise Zone (as defined in the Enterprise Zone Tax Credit Act) and used in a trade or business by a business entity
that meets the requirements of the Enterprise Zone Tax Credit Act is eligible for tax credits (the “Enterprise Zone Tax
Credits”) based on the difference between the assessed value determined for the applicable taxable year in which the
Enterprise Zone Tax Credits are granted and the assessed value for the taxable year immediately prior (the “Eligible
Assessment”). The Enterprise Zone Tax Credits are equal to 80% of the Eligible Assessment in each of the first five
taxable years following the calendar year in which the property initially becomes a qualified property; 70% in the
sixth taxable year; 60% in the seventh taxable year; 50% in the eighth taxable year; 40% in the ninth taxable year; and
30% in the tenth taxable year. These tax credits will reduce the amount of Tax Increment Revenues available to pay
Debt Service on the 2020 Bonds.
Portions of the development are located in an Enterprise Zone. As such, and as set forth in the Report, the
Administrator has accounted for the impact of the Enterprise Zone Tax Credits in determining the amount of Tax
Increment Revenues available to pay Debt Service by assuming that the Enterprise Zone Tax Credits will continue to
be available and all owners of eligible property in the Development District will apply for and receive the Enterprise
Zone Tax Credits. See “APPENDIX C – Tax Increment and Special Tax Report.”
The City provides “Brownfields Property Tax Credits” that is designed to encourage the re-development of
contaminated, abandoned, and/or under-utilized industrial/commercial sites and provides tax credit for qualified
Brownfields sites equal to 50% (70% for projects that spend more than $250,000 in certain eligible work) of the site’s
increased property tax liability after completion of a voluntary cleanup or corrective action plan. If the applicable site
is located in an Enterprise Zone, the credit will be applied over a ten-year period, with the Enterprise Zone Tax Credits
applied first. The credit will be applied to sites not located in an Enterprise Zone over a five-year period. “Increased
property tax liability” means the remaining property tax liability, after first applying all other property tax credits
applicable to the site, attributable to the increase in the assessment of a Brownfields site, including improvements
added to the site within the tax credit period, over the assessment of the site before its voluntary cleanup. The credit
is transferable to a purchaser of the property for the remaining life of the credit. Termination of the credit occurs if
(i) the recipient withdraws from the voluntary cleanup program that provided the basis for the credit; (ii) MDE
withdraws approval of a response action plan or a certificate of completion under applicable State law; or (iii) the
recipient otherwise ceases to qualify for the credit under applicable law.
Portions of the Port Covington Project are located in located on a “qualified brownfields site” and has
received the necessary designations from MDE. As such, and as set forth in the Report, the Administrator has assumed
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that the Brownfields Property Tax Credits would be available and has included such credits in determining the amount
of Tax Increment Revenues available to pay Debt Service. See “APPENDIX C – Tax Increment and Special Tax
Report.”
For additional information on the assessed values of the properties in the Development District, the
reassessment of such properties, and any applicable tax credits, see generally “APPENDIX C – Tax Increment and
Special Tax Report.” For a summary of the coverage on projected Debt Service based on estimates of Tax Increment
Revenues to be generated and the potential effects of tax credits that may be available for the Districts on an aggregate
basis, see “– Tax Increment Study; Debt Service Coverage” below. For information on the application of the
Enterprise Zone Tax Credits and the Brownfield Tax Credits to the Port Covington Project, see, as applicable, “PORT
COVINGTON PROJECT – Enterprise Zone Credits” and “– Brownfields Property Tax Credits” herein.
Special Tax Revenues
The following description is qualified in its entirety by reference to the Rate and Method set forth in
“APPENDIX D – Port Covington Special Taxing District Rate and Method of Apportionment of Special Taxes.”
Capitalized terms not otherwise defined in this section or in the Indenture (See “APPENDIX E – Proposed Form of
Indenture of Trust”) are as defined in the Rate and Method.
General
Pursuant to the Special Taxing District Act, the Special Taxing District Ordinance has authorized the levy of
Special Taxes in the event that Tax Increment Revenues are insufficient to pay debt service, pay Administrative
Expenses, or replenish certain accounts or funds held by the Trustee. Prior to the delivery of the 2020 Bonds, the City
will record among the land records of Baltimore City, Maryland, a Notice of Special Tax with respect to the Special
Taxing District.
Part of the Trust Estate for the 2020 Bonds includes the Contribution Agreement, in which the City has
pledged, subject to annual appropriation, the Special Tax Revenues. Special Tax Revenues include the net proceeds
of the Special Taxes received by the City, including any scheduled payments thereof, interest thereon and net proceeds
of the redemption or sale of property in the Special Taxing District sold as a result of foreclosure of the lien of the
Special Taxes up to the amount of said lien and interest thereon, including any penalties collected in connection with
delinquent Special Taxes, but excluding any expenses of sale or any other administrative expenses collected by the
City in connection with such delinquent taxes. See “SECURITY FOR THE 2020 BONDS” herein.
Prior to the beginning of each Fiscal Year, and pursuant to the Special Taxing District Ordinance, the
Administrator will inform the Authorized Officer, after taking into account the amount on deposit in the funds and
accounts as provided by the Indenture, and the amount of Tax Increment Revenues expected to be collected during
the next Fiscal Year, if Special Taxes need to be collected in the applicable Special Taxing District.
If it is determined that the collection of any Special Taxes is required, the Authorized Officer will ascertain
the relevant parcels on which the Special Taxes are to be collected, taking into account any parcel splits during the
preceding and then current Fiscal Year and shall determine the amount of Special Taxes within the Special Taxing
District required during the ensuing Fiscal Year for the purposes set forth in the Special Taxing District Ordinance,
including the payment of the principal of and interest on any Outstanding Bonds, any replenishment of any Reserve
Fund and an amount estimated to be sufficient to pay the Administrative Expenses during such Fiscal Year, taking
into account the balances in such funds, the Tax Increment Fund and the Special Tax Fund. The Authorized Officer
shall make such determination in accordance with the Ordinances and the City Enabling Acts. The Authorized Officer
shall take all necessary actions to cause such amount of Special Taxes to be collected in each Fiscal Year in which
Special Taxes are required to be collected under the Indenture. See “APPENDIX D – Port Covington Special Taxing
District Rate and Method of Apportionment of Special Taxes.”
The City is required under the Special Taxing District Act and the Special Taxing District Ordinance to cause
the levy and collection of Special Taxes in an amount determined according to the Rate and Method that is appended
to the Special Taxing District Ordinance, and the City has entered into a contract with the Administrator to assist the
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City in carrying out such responsibilities. See “APPENDIX D – Port Covington Special Taxing District Rate and
Method of Apportionment of Special Taxes.”
Rate and Method of Apportionment of Special Taxes
The methodology for determining the Special Taxes is set forth in the Port Covington Special Taxing District
Rate and Method of Apportionment of Special Taxes (the “Rate and Method”). See “THE DISTRICTS AND THE
PLEDGED TAX REVENUES – Rate and Method of Apportionment of Special Taxes” herein and “APPENDIX D –
Port Covington Special Taxing District Rate and Method of Apportionment of Special Taxes.” The Administrator
will be designated to determine the Special Taxes that may be required to be collected in any given year pursuant to
the Rate and Method. Special Taxes shall be collected in any given year only if the Tax Increment Revenues are
expected to be insufficient to cover Debt Service on the 2020 Bonds, pay administrative costs related to the 2020
Bonds and the Districts and maintain certain funds under the Indenture. In the event that Special Taxes are required
to be collected in any given year, the amount of Special Taxes that the City may collect in any year is strictly limited
by the Maximum Special Tax Rates (as such term is defined in the Rate and Method) approved by the City pursuant
to the Special Taxing District Ordinance creating the applicable Special Taxing District.
Annual Special Tax Requirement. The Special Tax is levied on taxable property in accordance with the Rate
and Method. The City has covenanted in the Contribution Agreement that so long as any 2020 Bonds are Outstanding,
it will comply in all material respects with the City Enabling Acts and the Rate and Method to the extent required to
assure the timely collection of the Tax Increment Revenues and the Special Tax for the payment of the 2020 Bonds.
The Special Taxing District Act and the Special Taxing District Ordinance provide that the City shall levy the Special
Tax against taxable property within the Districts according to the Rate and Method in each Fiscal Year in which the
Tax Increment Revenues are insufficient to pay Debt Service on the 2020 Bonds in the corresponding Bond Year, to
the extent necessary and permitted by the Special Taxing District Act and subject to the Adjusted Maximum Special
Tax (as defined below) in order to yield an amount (the “Special Tax Requirement”) equal to (A) the sum of: (1) Debt
Service and any other periodic costs (including deposits to any sinking funds) on the 2020 Bonds, (2) unpaid
Administrative Expenses to be incurred in the applicable fiscal year or incurred in any previous fiscal year, (3) any
amount required to replenish any reserve fund established in connection with the 2020 Bonds, (4) an amount equal to
the estimated delinquencies expected in payment of the Special Tax not otherwise taken into account, as determined
by the Administrator, and (5) the costs of remarketing, credit enhancement, bond insurance and liquidity facility fees
(including such fees for instruments that serve as the basis of a reserve fund related to any indebtedness in lieu of
cash), minus (B) the sum of: (1) Tax Increment Revenues estimated to be available to apply to the Special Tax
Requirement for that fiscal year, (2) any credit such as capitalized interest or investment earnings on account balances
pursuant to the Indenture, and (3) any other revenues available to apply against the Special Tax Requirement.
Special Tax Rates. According to the Rate and Method, the Maximum Special Tax for the 2017-2018 Fiscal
Year for each parcel of developed property shall be equal to the product of the number of residential dwelling units,
building square footage, rooms, or spaces to be built on such parcel and the Maximum Special Tax Rate for the
applicable class of property shown in the following table.
Port Covington Developed Property

Maximum Special Tax Rates
2017-2018 Fiscal Year
Land Use Class Maximum Special Tax Rate

Market Rental Residential Property $3,130 Per dwelling unit
Affordable Rental Residential Property $1,187 Per dwelling unit
For Sale Residential Property $3,597 Per dwelling unit
Retail Property $3,526 Per 1,000 BSF
Office Property $3,813 Per 1,000 BSF
Manufacturing Property $324 Per 1,000 BSF
Hotel Property $3,094 Per room
Parking Property $180 Per space
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Developed property means parcels of taxable property for which a building permit has been issued that allows
the construction or rehabilitation of a structure. On each July 1, commencing July 1, 2018, the Maximum Special Tax
Rates shown in this table shall be increased to 102 percent of the respective Maximum Special Tax Rate in effect in
the previous fiscal year.
The Maximum Special Tax for any fiscal year for each parcel classified as undeveloped property is essentially
equal to the Special Tax Requirement and is allocated to each parcel of undeveloped property by the net land area of
each parcel of undeveloped property. Undeveloped property means parcels of taxable property not classified as
developed property.
Special Taxes may not be collected from any parcel in excess of the “Adjusted Maximum Special Tax” for
the parcel. The Adjusted Maximum Special Tax for a Parcel is equal to the Maximum Special Tax for a parcel minus
a special tax credit for the parcel. The special tax credit for a parcel means, for any fiscal year, Tax Increment Revenues
related to the parcel available to apply as a special tax credit pursuant to the Indenture and included in the Special Tax
Requirement for that fiscal year.
Special Taxes are collected to fund the Special Tax Requirement in the following order of priority:
First: The Special Tax shall be collected proportionately from undeveloped property up to 100 percent of the
Adjusted Maximum Special Tax for such parcel to the extent necessary to fund the Special Tax Requirement.
Second: If additional monies are needed to fund the Special Tax Requirement after the first step has been
completed, the Special Tax shall be collected proportionately from developed property up to 100 percent of
the Adjusted Maximum Special Tax for such parcel, to the extent necessary to fund the Special Tax
Requirement.
APPRAISAL; VALUE-TO-LIEN
Appraisal and Market Study
The most recent appraisal and market study of the Chapter 1B Development and the remainder of the Districts
was conducted by Cushman & Wakefield of Maryland, LLC (the “Appraiser”), which prepared a report entitled, “The
Appraisal Report,” made as of June 1, 2020 (the “Appraisal and Market Study”). The Appraisal and Market Study
provides an independent value analysis of the properties in the Chapter 1B Development and the remainder of the
Districts for the purpose of establishing a framework within which to forecast the taxable values and their timing in
order to estimate Tax Increment Revenues in the Development District with respect to the 2020 Bonds. The Appraisal
and Market Study also provides a market overview and analysis of each proposed component within the Chapter 1B
Development plus certain redeveloped parcels and undeveloped parcels as set forth therein.
The Appraiser estimated the values for the parcels in the Chapter 1B Development upon completion of the
Series 2020 Project and upon completion and stabilization of the proposed vertical development. The Appraisal and
Market Study also included values of the remaining undeveloped parcels in the Special Taxing District. The study
did not independently estimate the value of existing development in the Special Taxing District. The values of these
parcels are estimated based on existing assessed values as determined by SDAT. Based on the assumptions and
conclusions set forth in the Appraisal and Market Study, the Appraiser has determined the aggregate prospective
market value of the parcels in the Chapter 1B Development as fully developed will be $553,700,000 and the aggregate
prospective market value of the remaining undeveloped parcels to be $161,900,000. The assessed value of the parcels
not valued by the Appraiser is $126,726,700 (consisting of values of $34,886,700 of currently developed parcels that
are expected to be redeveloped and $91,840,000 of developed parcels that are not expected to be redeveloped). The
total estimated value of the parcels in the Special Tax District, assuming completion of the buildings in the Chapter
1B Development, is estimated to be $842,326,700. This estimate of value compared to the gross proceeds of the 2020
Bonds results in a value-to-lien of 6.13.
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The table below sets forth in the calculation of the value-to-lien ratio for the 2020 Bonds.
Value-to-Lien
Prospective Appraised and Actual

Property Assessed Value Upon Stabilization
Value estimated in the Appraisal and Market Study:
To be developed parcels
Chapter 1B parcels (prospective market value upon
completion and stabilization) $553,700,000
Undeveloped parcels $161,900,000

Sub-total value estimated by appraisal $715,600,000
Value estimated using assessed value:

Existing parcels
Redevelopment parcels(a) $34,886,700
Developed parcels(b) $91,840,000

Total value (Special Tax District) $842,326,700
Series 2020 gross bond proceeds $137,485,000
Value-to-lien Series 2020 bonds 6.13

(a) Includes former AFP warehouse, former Walmart store, seven single family rowhomes, the former
Schuster Concrete warehouse and a parcel to be improved with a waterfront promenade.
(b) Includes City Garage, Nick's Seafood restaurant, Under Armour (Building 37), the Rye Street Tavern,
Sagamore Spirit Distillery and adjacent common area.
In addition to the value-to-lien ratio with respect to the 2020 Bonds, the value-to-estimated future Special
Taxes was also estimated on a per-parcel basis. Future Special Taxes are estimated to occur during the period property
tax credits are applicable. The property tax credits are estimated to be in place for ten years following building
completion. Once the property tax credits expire, the Tax Increment Revenues are expected to be sufficient to pay
Debt Service on the 2020 Bonds. For more information on the property tax credits, see “PORT COVINGTON
PROJECT – Enterprise Zone Tax Credits” and “– Brownfields Property Tax Credits” herein. See also “THE
DISTRICTS AND THE PLEDGED REVENUES – Assessment Procedures; Tax Credits” herein.
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The table below shows the value-to-estimated future Special Taxes for Developed Property for which the
values are estimated based on current assessed values as reported by SDAT.
Value-to-Estimated Future Special Taxes for Developed Property(a)
Cumulative Value to
Assessed Estimated Future Estimated Future
Property Value Special Taxes Special Taxes
Developed and Redevelopment Parcels
Baltimore Sun Building $23,013,900 $523,060 44.00
AFP $6,082,200 $9,393 647.50
Former Walmart $15,000,000 $316,916 47.33
McComas Street Rowhomes $923,600 $5,640 163.77
Rye Street Tavern & Sagamore Spirit Distillery $10,929,900 $17,018 642.26
City Garage $11,000,000 $9,621 1,143.34
Under Armour Building 37 $41,640,800 $67,966 612.67
(a)
See Appendix B-1.
The value-to-estimated future Special Taxes for the parcels that are to be developed in the Chapter 1B
Development are based on the ratio of the market value of the land assuming completion of the public improvements
as reported in the Appraisal and Market Study relative to the cumulative estimated future Special Taxes. The table
below shows the value-to-estimated future Special Taxes (before any required Leveling Payments) based on the as is
appraised value of the land after completion of the public improvements.
Value-to-Estimated Future Special Taxes for Property to be Developed

Assuming Completion of Public Improvements
Cumulative Value to
Appraised Estimated Future Estimated Future
Property Value (Land) Special Taxes Special Taxes
To be Developed Parcels (Chapter 1B parcels)
Parcel E6 $13,600,000 $321,172 42.34
Parcel E5B $6,850,000 $131,439 52.12
Parcel E5A $10,450,000 $473,614 22.06
Parcel E7 $13,250,000 $583,376 22.71
Parcel E1 $10,850,000 $481,646 22.53
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The table below shows the value-to-estimated future Special Taxes (before any required Leveling Payments)
based on the prospective market value of each building at stabilization as reported in the Appraisal and Market Study.
Value-to-Estimated Future Special Taxes for Property to be Developed at Stabilization
Cumulative Value to
Appraised Value Estimated Future Estimated Future
Property (Building Stabilization) Special Taxes Special Taxes
To be Developed Parcels (Chapter 1B parcels)
Parcel E6 $118,500,000 $321,172 368.96
Parcel E5B $62,350,000 $131,439 474.36
Parcel E5A $114,800,000 $473,614 242.39
Parcel E7 $144,700,000 $583,376 248.04
Parcel E1 $113,350,000 $481,646 235.34
The value-to-estimated future Special Taxes for Undeveloped Property is based on the ratio of the appraised
value as reported in the Appraisal and Market Study relative to the cumulative estimated future Special Taxes and is
set forth in the table below.
Value-to-Estimated Future Special Taxes for Undeveloped Property
Cumulative Value to
Undeveloped Parcels
BUR (excludes developed parcels) $124,250,000 $15,922,484 7.80
UA Port Covington Holdings, LLC
(excludes developed parcels) $37,650,000 $24,029,367 1.57
The value-to-estimated future Special Taxes for the Undeveloped Parcels owned by UA is low. In order to
mitigate the low value-to-estimated future Special Taxes, an arrangement with respect to the applicable Special Taxes
was put in place by the Owner. This arrangement provides for an Excess Special Tax payment to be made to UA by
the Owner in the event Special Taxes levied on the property owned by UA pursuant to the Rate and Method exceed
25% of the Special Taxes for the Special Taxing District as a whole. Funds in the amount of up to $14,623,892 have
been secured for this purpose. For more information on this arrangement and the funds set aside for this purpose, see
“PORT COVINGTON PROJECT – Overview of the Development District and Special Taxing District – Special Tax
Escrow Account and Surety Bond (Other Properties)” herein.
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The value-to-estimated future Special Taxes following the Excess Special Tax payment is set forth in the table below.
Value-to-Estimated Future Special Taxes Following Excess Special Tax Payment
Cumulative Value to
Undeveloped Parcels
UA Port Covington Holdings, LLC (excludes
developed parcels) $37,650,000 $10,655,212 3.53
None of the Issuer, the City, and the Underwriters make any representation as to the accuracy of the market
study conclusions or the prospective market value of properties set forth in the Appraisal and Market Study. See
“APPENDIX A – Appraisal and Market Study.”
TAX INCREMENT AND SPECIAL TAX REPORT
MuniCap, Inc., the “Administrator,” has prepared, based on the assumptions and limitations contained
therein, a Tax Increment and Special Tax Report dated November 24, 2020 (the “Report”) to estimate anticipated Tax
Increment Revenues from the existing and to-be-completed development as proposed by the Owner, the Administrator
has also prepared projections of debt service coverage and anticipated assessments of Special Taxes for the 2020
Bonds. Complete projections of the Tax Increment Revenues and the Special Tax Revenues, debt service coverage
and Special Taxes through the term of the Series 2020 Bonds can be found in “APPENDIX C – Tax Increment and
Special Tax Report.”
The Report contains a “Scenario A,” “Scenario B,” and “Scenario C,” which estimate projected Tax
Increment Revenues through the term of the 2020 Bonds based on different assumptions. Scenario A includes base
tax revenues from the Original Assessable Base value and (1) completion of Chapter 1B Development; (2) property
values of the Existing Port Covington Development and Chapter 1A Development are based on actual 2020 assessed
values; (3) property values of Chapter 1B Development are as estimated and subsequently described in the Report; (4)
property values increase at a 2% annual rate of inflation; and (5) the real property tax rate remains static at the 2020
level in future years.
The calculation for Scenario B is the same as Scenario A except that it assumes Property values do not
increase with inflation.
The calculation for Scenario C is the same as scenario A except for the following assumptions:
• Property values for the Existing Development, Chapter 1A Development, and Chapter 1B
Development are decreased from values assumed under Scenario A by 10% for the assessment year
beginning January 1, 2021;
• Property values remain at the assumed decreased level through the assessment year beginning
January 1, 2023 (for the duration of the triennial reassessment to occur as of January 1, 2021);
• Property values revert to pre-pandemic levels as of the triennial reassessment to occur on January
1, 2024 (with the increase in values phased in over a three-year period); and
• Property values increase at a 2% annual rate of inflation commencing as of the triennial reassessment
to occur on January 1, 2027.
The assumptions in Scenario C are meant to be illustrative of potential impacts of the COVID-19 (defined herein)
pandemic. See “RISK FACTORS – COVID-19 Pandemic” herein.
As noted herein, some of the Existing Development and the Chapter 1A Development are receiving
Enterprise Zone and Brownfield property tax credits. The Owner anticipates this to be the case for the eligible parcels
within the Chapter 1B Development. For more information on the property tax credits, see “PORT COVINGTON
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PROJECT – Enterprise Zone Tax Credits” and – Brownfields Property Tax Credits” herein. See also “THE
DISTRICTS AND THE PLEDGED REVENUES – Assessment Procedures; Tax Credits” herein. The Report includes
analyses including the projected property tax credits (as summarized above); the Report also includes analyses
excluding such property tax credits.
See “APPENDIX C – Tax Increment and Special Tax Report” for more details on the calculations and the
assumptions on which such calculations are based.
Projected Incremental Assessed Value at Stabilization
Under Scenario A, the assessed values are projected to reflect stabilization (as described in the Report) in the
bond year ending September 1, 2026. The projected incremental assessed value of real property in the Development
District at this time is estimated to be $439,111,197. Under Scenario B, the projected incremental assessed value of
real property in the Development District at stabilization is estimated to be $389,157,228. Under Scenario C, the
projected incremental assessed value of real property in the Development District at stabilization is estimated to be
$373,158,771. The information in the below table is derived from Table VII-H in the Report attached hereto.
Projected Incremental Assessed Value at Stabilization
Estimated Incremental
Assessed Value at Original Assessable Assessed Value at
Stabilization(a) Base Value Stabilization
A – Base case
Existing Port Covington Development $115,704,135 - -
Chapter 1A Development $24,212,382 - -
Chapter 1B Development $345,670,033 - -
Residual land $44,321,141 - -
Total $529,907,691 ($90,796,494) $439,111,197
B – No inflation
Total $479,953,722 ($90,796,494) $389,157,228
C – COVID-19
Total $463,955,265 ($90,796,494) $373,158,771
(a) Based
on assessed value as of January 1, 2025 for tax year beginning July 1, 2025, payable towards debt service in bond year ending
September 1, 2026.
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Projected Tax Increment Revenues at Stabilization
The projected incremental assessed values shown above are the basis for estimating the Tax Increment
Revenues. As described in the Report, some parcels within the Development District are eligible for certain property
tax credits, effectively lowering the taxable value of the applicable parcels for the life of the property tax credits.
Under Scenario A, the projected Tax Increment Revenues for the real property in the Development District at
stabilization are $2,142,005 including the effect of property tax credits and $9,278,947 excluding the effect of property
tax credits. Under Scenario B, the projected Tax Increment Revenues for the real property in the Development District
at stabilization are estimated to be $1,778,462 including the effect of property tax credits and $8,223,359 excluding
the effect of property tax credits. Under Scenario C, the projected Tax Increment Revenues for the real property in
the Development District at stabilization are estimated to be $1,659,692 including the effect of property tax credits
and $7,885,293 excluding the effect of property tax credits.
Projected Tax Increment Revenues at Stabilization
Tax Increment Revenues at Cumulative Through

Scenario Stabilization(a) Scheduled Maturity
A – Base case
Including credits $2,142,005 $263,090,791
Excluding credits $9,278,947 $331,514,821
B – No inflation
C – COVID-19
(a) Basedon assessed value as of January 1, 2025 for the tax year beginning July 1, 2025, payable towards
debt service in the bond year September 1, 2026.
Annual projections of Tax Increment Revenues for the term of the 2020 Bonds can be found in the Report.
See Appendices A-5.a through A-5.c, B-5.a through B-5.c, and C-5.a through C-5.c of the Report for such information.
Projected Debt Service Coverage
The total principal amount of the 2020 Bonds to be issued is $137,485,000. The tables on the following
pages summarize the debt service coverage under each of the above-referenced scenarios after including the effect of
property tax credits. The information in these tables is derived from Tables I-H through I-J and Table I-L in the
Report. Annual projections of Tax Increment Revenues for the term of the 2020 bonds can be found in the Report.
See Appendices A-5.a through A-5.c, B-5.a through B-5.c, and C-5.a through C-5.c of the Report for such information.
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Debt Service Coverage Scenario A (Including Tax Credits)
Tax Bond Total Total Surplus/(Deficit) Debt Service Coverage

Year Year Net Annual Tax Increment After Required Tax Increment Pledged
Beginning Ending Debt Service(a) Revenue(b) Debt Service Special Tax(c) Revenues Revenues
1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $610,173 $0 $0 100% 100%
1-Jul-22 1-Sep-23 $684,247 $684,247 ($0) $0 100% 100%
1-Jul-23 1-Sep-24 $6,784,171 $1,696,941 ($5,087,230) $5,087,230 25% 100%
1-Jul-24 1-Sep-25 $6,911,480 $1,915,634 ($4,995,846) $4,995,846 28% 100%
1-Jul-25 1-Sep-26 $7,053,243 $2,142,005 ($4,911,238) $4,911,238 30% 100%
1-Jul-26 1-Sep-27 $7,188,806 $2,257,115 ($4,931,691) $4,931,691 31% 100%
1-Jul-27 1-Sep-28 $7,333,169 $3,173,908 ($4,159,261) $4,159,261 43% 100%
1-Jul-28 1-Sep-29 $7,480,842 $3,584,303 ($3,896,540) $3,896,540 48% 100%
1-Jul-29 1-Sep-30 $7,631,499 $3,796,671 ($3,834,828) $3,834,828 50% 100%
1-Jul-30 1-Sep-31 $7,779,812 $4,015,359 ($3,764,453) $3,764,453 52% 100%
1-Jul-31 1-Sep-32 $7,934,993 $4,240,535 ($3,694,459) $3,694,459 53% 100%
1-Jul-32 1-Sep-33 $8,089,536 $4,472,370 ($3,617,167) $3,617,167 55% 100%
1-Jul-33 1-Sep-34 $8,253,039 $11,201,117 $2,948,078 $0 136% 136%
1-Jul-34 1-Sep-35 $8,419,698 $11,463,512 $3,043,814 $0 136% 136%
1-Jul-35 1-Sep-36 $8,583,911 $11,731,155 $3,147,244 $0 137% 137%
1-Jul-36 1-Sep-37 $8,755,276 $12,004,151 $3,248,876 $0 137% 137%
1-Jul-37 1-Sep-38 $8,927,988 $12,282,607 $3,354,619 $0 138% 138%
1-Jul-38 1-Sep-39 $9,106,446 $12,566,632 $3,460,185 $0 138% 138%
1-Jul-39 1-Sep-40 $9,284,846 $12,856,337 $3,571,491 $0 138% 138%
1-Jul-40 1-Sep-41 $9,472,585 $13,151,837 $3,679,251 $0 139% 139%
1-Jul-41 1-Sep-42 $9,658,659 $13,453,246 $3,794,587 $0 139% 139%
1-Jul-42 1-Sep-43 $9,847,464 $13,760,684 $3,913,220 $0 140% 140%
1-Jul-43 1-Sep-44 $10,048,198 $14,074,270 $4,026,072 $0 140% 140%
1-Jul-44 1-Sep-45 $10,244,654 $14,394,129 $4,149,475 $0 141% 141%
1-Jul-45 1-Sep-46 $10,446,230 $14,720,384 $4,274,154 $0 141% 141%
1-Jul-46 1-Sep-47 $10,651,922 $15,053,164 $4,401,243 $0 141% 141%
1-Jul-47 1-Sep-48 $10,865,724 $15,392,601 $4,526,877 $0 142% 142%
1-Jul-48 1-Sep-49 $11,081,431 $15,738,825 $4,657,395 $0 142% 142%
1-Jul-49 1-Sep-50 $689,187 $16,091,975 $15,402,788 $0 2335% 2335%
Total $230,384,134 $263,090,791 $32,706,656 $42,892,711

(a) See Appendix E-2.
(b) See Appendix A-5.a.
(c) Special taxes partly cover the Enterprise Zone and Brownfield Tax Credits, as it is not possible to fully utilize both property tax credits and tax increment financing.
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Debt Service Coverage Scenario B (Including Tax Credits)

1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $564,904 ($45,269) $45,269 93% 100%
1-Jul-22 1-Sep-23 $684,247 $591,456 ($92,791) $92,791 86% 100%
1-Jul-23 1-Sep-24 $6,784,171 $1,500,299 ($5,283,871) $5,283,871 22% 100%
1-Jul-24 1-Sep-25 $6,911,480 $1,639,381 ($5,272,099) $5,272,099 24% 100%
1-Jul-25 1-Sep-26 $7,053,243 $1,778,462 ($5,274,781) $5,274,781 25% 100%
1-Jul-26 1-Sep-27 $7,188,806 $1,811,737 ($5,377,069) $5,377,069 25% 100%
1-Jul-27 1-Sep-28 $7,333,169 $2,517,647 ($4,815,522) $4,815,522 34% 100%
1-Jul-28 1-Sep-29 $7,480,842 $2,780,782 ($4,700,060) $4,700,060 37% 100%
1-Jul-29 1-Sep-30 $7,631,499 $2,866,865 ($4,764,634) $4,764,634 38% 100%
1-Jul-30 1-Sep-31 $7,779,812 $2,952,947 ($4,826,865) $4,826,865 38% 100%
1-Jul-31 1-Sep-32 $7,934,993 $3,039,029 ($4,895,964) $4,895,964 38% 100%
1-Jul-32 1-Sep-33 $8,089,536 $3,125,112 ($4,964,425) $4,964,425 39% 100%
1-Jul-33 1-Sep-34 $8,253,039 $8,223,359 ($29,680) $29,680 100% 100%
1-Jul-34 1-Sep-35 $8,419,698 $8,223,359 ($196,339) $196,339 98% 100%
1-Jul-35 1-Sep-36 $8,583,911 $8,223,359 ($360,552) $360,552 96% 100%
1-Jul-36 1-Sep-37 $8,755,276 $8,223,359 ($531,916) $531,916 94% 100%
1-Jul-37 1-Sep-38 $8,927,988 $8,223,359 ($704,629) $704,629 92% 100%
1-Jul-38 1-Sep-39 $9,106,446 $8,223,359 ($883,087) $883,087 90% 100%
1-Jul-39 1-Sep-40 $9,284,846 $8,223,359 ($1,061,487) $1,061,487 89% 100%
1-Jul-40 1-Sep-41 $9,472,585 $8,223,359 ($1,249,226) $1,249,226 87% 100%
1-Jul-41 1-Sep-42 $9,658,659 $8,223,359 ($1,435,300) $1,435,300 85% 100%
1-Jul-42 1-Sep-43 $9,847,464 $8,223,359 ($1,624,105) $1,624,105 84% 100%
1-Jul-43 1-Sep-44 $10,048,198 $8,223,359 ($1,824,839) $1,824,839 82% 100%
1-Jul-44 1-Sep-45 $10,244,654 $8,223,359 ($2,021,295) $2,021,295 80% 100%
1-Jul-45 1-Sep-46 $10,446,230 $8,223,359 ($2,222,871) $2,222,871 79% 100%
1-Jul-46 1-Sep-47 $10,651,922 $8,223,359 ($2,428,562) $2,428,562 77% 100%
1-Jul-47 1-Sep-48 $10,865,724 $8,223,359 ($2,642,364) $2,642,364 76% 100%
1-Jul-48 1-Sep-49 $11,081,431 $8,223,359 ($2,858,072) $2,858,072 74% 100%
1-Jul-49 1-Sep-50 $689,187 $8,223,359 $7,534,173 $0 1193% 1193%
Total $230,384,134 $165,530,633 ($64,853,501) $72,387,673

(b) See Appendix B-5.a.
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Debt Service Coverage Scenario C (Including Tax Credits)

1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $338,561 ($271,612) $271,612 55% 100%
1-Jul-22 1-Sep-23 $684,247 $361,776 ($322,471) $322,471 53% 100%
1-Jul-23 1-Sep-24 $6,784,171 $1,179,032 ($5,605,138) $5,605,138 17% 100%
1-Jul-24 1-Sep-25 $6,911,480 $1,414,492 ($5,496,988) $5,496,988 20% 100%
1-Jul-25 1-Sep-26 $7,053,243 $1,659,692 ($5,393,551) $5,393,551 24% 100%
1-Jul-26 1-Sep-27 $7,188,806 $1,808,825 ($5,379,981) $5,379,981 25% 100%
1-Jul-27 1-Sep-28 $7,333,169 $2,602,771 ($4,730,398) $4,730,398 35% 100%
1-Jul-28 1-Sep-29 $7,480,842 $2,966,597 ($4,514,245) $4,514,245 40% 100%
1-Jul-29 1-Sep-30 $7,631,499 $3,155,188 ($4,476,310) $4,476,310 41% 100%
1-Jul-30 1-Sep-31 $7,779,812 $3,349,391 ($4,430,421) $4,430,421 43% 100%
1-Jul-31 1-Sep-32 $7,934,993 $3,549,354 ($4,385,639) $4,385,639 45% 100%
1-Jul-32 1-Sep-33 $8,089,536 $3,755,231 ($4,334,305) $4,334,305 46% 100%
1-Jul-33 1-Sep-34 $8,253,039 $9,731,329 $1,478,290 $0 118% 118%
1-Jul-34 1-Sep-35 $8,419,698 $9,964,328 $1,544,630 $0 118% 118%
1-Jul-35 1-Sep-36 $8,583,911 $10,201,988 $1,618,077 $0 119% 119%
1-Jul-36 1-Sep-37 $8,755,276 $10,444,400 $1,689,125 $0 119% 119%
1-Jul-37 1-Sep-38 $8,927,988 $10,691,661 $1,763,673 $0 120% 120%
1-Jul-38 1-Sep-39 $9,106,446 $10,943,867 $1,837,421 $0 120% 120%
1-Jul-39 1-Sep-40 $9,284,846 $11,201,117 $1,916,271 $0 121% 121%
1-Jul-40 1-Sep-41 $9,472,585 $11,463,512 $1,990,927 $0 121% 121%
1-Jul-41 1-Sep-42 $9,658,659 $11,731,155 $2,072,496 $0 121% 121%
1-Jul-42 1-Sep-43 $9,847,464 $12,004,151 $2,156,687 $0 122% 122%
1-Jul-43 1-Sep-44 $10,048,198 $12,282,607 $2,234,409 $0 122% 122%
1-Jul-44 1-Sep-45 $10,244,654 $12,566,632 $2,321,978 $0 123% 123%
1-Jul-45 1-Sep-46 $10,446,230 $12,856,337 $2,410,107 $0 123% 123%
1-Jul-46 1-Sep-47 $10,651,922 $13,151,837 $2,499,915 $0 123% 123%
1-Jul-47 1-Sep-48 $10,865,724 $13,453,246 $2,587,523 $0 124% 124%
1-Jul-48 1-Sep-49 $11,081,431 $13,760,684 $2,679,253 $0 124% 124%
1-Jul-49 1-Sep-50 $689,187 $14,074,270 $13,385,084 $0 2042% 2042%
Total $230,384,134 $227,228,938 ($3,155,196) $49,341,060

(b) See Appendix C-5.a.
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Projected Special Taxes
As shown in the preceding tables, the assumed property tax credits result in a Special Tax Requirement during
the life of the property tax credits. As shown in the following tables, the Report provides estimates of the Special Tax
Requirement, as well as the Special Tax Requirement to be collected from Undeveloped Property and Developed
Property (as such terms are defined in the Rate and Method).
Projected Special Tax Requirement and Collection of Special Tax Requirement
Tax Bond Special Collection of Special Tax Requirement(b)

Year Year Tax Undeveloped Developed
Beginning Ending Requirement(a) Property Property Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $5,087,230 $4,843,620 $243,611 $5,087,230
1-Jul-24 1-Sep-25 $4,995,846 $4,741,606 $254,240 $4,995,846
1-Jul-25 1-Sep-26 $4,911,238 $4,646,156 $265,082 $4,911,238
1-Jul-26 1-Sep-27 $4,931,691 $4,655,550 $276,141 $4,931,691
1-Jul-27 1-Sep-28 $4,159,261 $3,871,839 $287,421 $4,159,261
1-Jul-28 1-Sep-29 $3,896,540 $3,597,612 $298,927 $3,896,540
1-Jul-29 1-Sep-30 $3,834,828 $3,524,165 $310,663 $3,834,828
1-Jul-30 1-Sep-31 $3,764,453 $3,441,819 $322,634 $3,764,453
1-Jul-31 1-Sep-32 $3,694,459 $3,359,615 $334,844 $3,694,459
1-Jul-32 1-Sep-33 $3,617,167 $3,269,869 $347,298 $3,617,167
Total $42,892,711 $39,951,850 $2,940,861 $42,892,711

(a) See Appendix A-6.a.
(b) First, special tax shall be collected proportionately from undeveloped property up to 100% of the adjusted maximum special tax
for such parcel to the extent necessary to fund the special tax requirement. Second, if additional monies are needed to fund the special
tax requirement after the first step has been completed, the special tax shall be collected from developed property up to 100% of the
adjusted maximum special tax for such parcel, to the extent necessary to fund the special tax requirement. Breakout of special taxes
by parcel are shown on Appendix G-8.
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Projected Special Tax Requirement by Owner
Tax Bond Rye Street

Year Year Under Armour Tavern and Sagamore
Beginning Ending BUR(a) Chp 1B(b) and Affiliates(c) SDH(d) Spirit Distillery(e) Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $2,036,871 $158,185 $2,887,065 $2,170 $2,939 $5,087,230
1-Jul-24 1-Sep-25 $1,993,915 $164,228 $2,832,219 $2,329 $3,154 $4,995,846
1-Jul-25 1-Sep-26 $1,954,007 $170,285 $2,781,062 $2,499 $3,384 $4,911,238
1-Jul-26 1-Sep-27 $1,958,195 $178,544 $2,788,779 $2,622 $3,551 $4,931,691
1-Jul-27 1-Sep-28 $1,623,291 $200,438 $2,331,542 $0 $3,989 $4,159,261
1-Jul-28 1-Sep-29 $1,507,053 $210,166 $2,179,321 $0 $0 $3,896,540
1-Jul-29 1-Sep-30 $1,477,072 $217,066 $2,140,690 $0 $0 $3,834,828
1-Jul-30 1-Sep-31 $1,443,421 $223,947 $2,097,085 $0 $0 $3,764,453
1-Jul-31 1-Sep-32 $1,410,044 $230,795 $2,053,619 $0 $0 $3,694,459
1-Jul-32 1-Sep-33 $1,373,624 $237,593 $2,005,949 $0 $0 $3,617,167
Total $16,777,493 $1,991,248 $24,097,332 $9,621 $17,018 $42,892,711

(a) Includes undeveloped land owned by BUR, McComas Street Rowhomes, Former Walmart, AFP and Baltimore Sun Building. See Appendix G-
8.
(b) Includes
parcels E6, E5B, E5A, E7 and E1. See Appendix G-8.
(c) Includes
undeveloped land owned by Under Armour and affiliates. See Appendix G-8.
(d) Includes City Garage. See Appendix G-8.
(e) See Appendix G-8.
The Owner has agreed to certain arrangements regarding the Special Taxes to be collected from certain
parcels within the Special Taxing District. For more information on these arrangements and their effect on Special
Taxes projected to be paid by the Owner and its affiliates, see “PORT COVINGTON PROJECT – Overview of the
Development District and Special Taxing District – Special Tax Payment Arrangements” herein. See also
“APPENDIX C – Tax Increment and Special Tax Report.”
Complete projections of the Tax Increment Revenues and the Special Tax Revenues, debt service coverage
and Special Taxes through the term of the 2020 Bonds can be found in “APPENDIX C – Tax Increment and Special
Tax Report.”
RISK FACTORS
Investment in the 2020 Bonds involves certain risks. The following is a discussion of certain risk factors
which should be considered, in addition to other matters set forth herein, in evaluating the investment quality of the
2020 Bonds, which are not rated by any rating agency. This discussion does not purport to be comprehensive or
definitive. The occurrence of one or more of the events discussed herein could adversely affect the ability or
willingness of property owners in the Districts to pay their real property taxes or Special Tax when due. Failure of
property owners to pay all or a portion of the real property taxes or Special Tax could result in the inability to make
full and punctual payments of Debt Service on the 2020 Bonds. In addition, the occurrence of one or more of the
events discussed herein could adversely affect the value of the property in the Districts and thereby reduce the amount
of the Tax Increment Revenues or Special Taxes that are generated from property in the Districts.
Limited Obligations
The 2020 Bonds are payable solely from the Pledged Revenues transferred by the City to the Issuer and
certain other funds on deposit with the Trustee or which may be deposited with the Trustee in the future, including
earnings and investments on funds on deposit with the Trustee.
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Failure to Appropriate
Consistent with the requirements of the City Enabling Acts, the transfer of amounts pledged to the Issuer to
be available to pay Debt Service on the 2020 Bonds in each Fiscal Year pursuant to the Contribution Agreement is
dependent upon the City’s appropriation of Pledged Revenues for deposit into the funds and accounts held under the
Indenture. The City Council is not obligated to make any appropriation, or to make a sufficient appropriation, to make
payments under the Contribution Agreement in any Fiscal Year. The City’s failure to appropriate amounts sufficient
to pay amounts due and owing under the Contribution Agreement for the payment of Debt Service coming due during
the next ensuing Fiscal Year would not constitute an event of default under the Indenture.
Concentration of Ownership; Failure to Pay Property Taxes or Special Taxes
Upon the issuance of the 2020 Bonds, a substantial portion of the land within the Special Taxing District will
be initially owned by the Owner or affiliates or related parties of the Owner. The Owner is a limited liability company
the primary assets of which consist of interests in subsidiaries that own property located in the Special Taxing District,
cash accounts, and investment to date in the proposed public improvements to be financed by the 2020 Bonds. The
lack of diversity in the obligation to pay the real property taxes and Special Taxes, if any, both before and after
completion of the Chapter 1B Development, presents a risk to Holders of the 2020 Bonds in that the timely payment
of the 2020 Bonds depends on the willingness and ability of the Owner, and any other present and future owners of
property in the Districts, to pay real property taxes and Special Taxes, if any, when due. Failure of the Owner or other
owners to pay real property taxes or Special Taxes, if any, when due could result in the rapid depletion of the Series
2020 Reserve Fund. In that event, there could be a default in payments of the principal of, and interest on, the 2020
Bonds.
For more information on the Owner’s obligations to pay Special Taxes, see “THE PORT COVINGTON
PROJECT – Overview of the Development District and Special Taxing District – Special Tax Payment
Arrangements.”
Failure to Develop the Chapter 1B Development
General Considerations. The projections of Tax Increment Revenues also assume that these improvements
will be of a certain type and scope and will occur within certain timeframes. See “APPENDIX C – Tax Increment
and Special Tax Report.” If the Owner fails to complete the Chapter 1B Development within the projected time frame,
and if rental of housing and commercial units do not occur or are delayed, or such commercial buildings and/or other
properties within the Chapter 1B Development are substantially less valuable than projected, the assessed value of
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property in the Development District and, as a result, the Tax Increment Revenues, could be less than projected. In
such events, there could be a default in payments of principal of, and interest on, the 2020 Bonds.
Economic Considerations. Development of land is also subject to economic considerations. The failure to
complete the Chapter 1B Development or the required infrastructure or substantial delays in the completion of the
Chapter 1B Development or the required infrastructure due to litigation, the inability to obtain required funding or
other causes may reduce the value of the property within the Districts and may affect the willingness and ability of
the owners of property in the Districts to pay the real property taxes or Special Taxes when due which may result in a
default in payments of the principal of and interest on the 2020 Bonds.
Land Use Approvals. In addition, land development is subject to comprehensive federal, State and local
regulations. While a substantial portion of land use approvals have been obtained by the Owner or the Developer with
respect to each vertical development, additional approvals are required from various entities in connection with the
layout and design of the Chapter 1B Development, the nature and extent of improvements, construction activity, land
use, zoning, school and health requirements, occupancy of buildings, street closures and any applicable transfer of
property between the City and the Owner, as well as numerous other matters. See “THE PORT COVINGTON
PROJECT – Chapter 1B Vertical Improvements” and “APPENDIX B – Engineer’s Report.”
Failure to obtain any such approvals in a timely manner could delay or adversely affect a portion or all of the
Series 2020 Project and the Chapter 1B Development. The inability or delay in the completion of the Chapter 1B
Development will inhibit the ability of the Owner or other owners of such units to generate rental income. This could
cause the Owner or such other owners to be unable or unwilling to pay the real property taxes, and to the extent Special
Taxes would be required under this circumstance to be collected to pay Debt Service on the 2020 Bonds, the Owner
may be unable or unwilling to pay such Special Taxes when due. Failure to collect real property taxes or Special
Taxes as anticipated may result in a default in payment of the principal of and interest on the 2020 Bonds.
Failure to Complete Required Sanitary Sewer System Upgrades
Chapter 1B Development. The City’s current collection system does not have the capacity to convey the
expected additional daily flow of waste water that will be required when the Chapter 1B buildings are completed.
Consequently, the Developer is required to include an upgrade to the existing sanitary sewer main and to install a wet-
weather holding tank to serve all of Chapter 1 of the Port Covington Project.
The Owner and City have entered in a memorandum of understanding (which requires preliminary and final
plans for the temporary storage tank must be processed consistent with existing laws, rules, and regulations and that
additional agreements and approvals regarding the maintenance and operation of these facilities are required. There
is currently no set timeframe for the design and approval of the temporary storage tank, and no assurances can be
given that the temporary storage tank will be constructed as described herein or in the Engineer’s Report.
Any delays in the construction of the temporary storage tank could cause a delay in the issuance of certificates
of occupancy for the Chapter 1B buildings, which could result in a substantial decrease in Tax Increment Revenues
and the willingness of owners of properties within the Special Taxing District to pay Special Taxes when due. In such
an event, there could be a default in payments of the principal of, and interest on, the 2020 Bonds.
Future Development. The City’s current collection system, following the improvements mentioned above,
will not have the capacity to convey the expected additional daily flow of wastewater that will be required for the
development of future phases of the Port Covington Project. The memorandum of understanding requires the Owner
to design, construct and install a wastewater treatment plant and related facilities (collectively, the “Long-Term
Solution”) to provide capacity for the development of the remainder of the Port Covington Project beyond Chapter 1.
No assurances can be given that the Long-Term Solution will be constructed or if it is constructed, when it will be
constructed. Failure to construct the Long-Term Solution could result in a delay in constructing the remainder of the
Port Covington Project, which delay could be substantial.
If for any reason (whether it be an inability to procure the required approvals, construction-related issues, or
any issues that the arise during the planning of, permitting of, construction of, or negotiation of required maintenance
93
and operations agreements) construction of the Long-Term Solution is delayed for any material length of time, such
delay will have an adverse effect on the ability of the Owner and the Developer to complete the remaining phases of
the Port Covington Project, which will limit the amount additional Tax Increment Revenues that will be generated by
the future phases of construction.
For more information on the temporary sewer tank and the Long-Term Solution, see “THE PORT
COVINGTON PROJECT – Status of Chapter 1B Infrastructure Project – Engineering and Design for the Chapter 1B
Infrastructure Project” herein and “APPENDIX B – Engineer’s Report.”
Local Economic Conditions; Commercial Failure
When complete, the Chapter 1B Development will need to enter into commercial and residential leases to be
successful. The financial health of the businesses that are expected to pay the Tax Increment Revenues and any
Special Taxes is in part dependent on the strength of the local economy. The economic turmoil over the past few
years has had and may continue to have negative repercussions. To date, this turmoil has particularly impacted the
real estate market and the financial sector, prompting a number of banks and other financial institutions to seek
additional capital, to merge and, in some cases, to cease operations. These events collectively have led to a scarcity
of credit, lack of confidence in the financial sector, volatility in the real estate and financial markets, fluctuations in
interest rates, reduced economic activity, increased business failures, increased unemployment and increased
consumer and business bankruptcies. Other factors that affect the local economy include (but are not limited to) rates
of employment and economic growth; demographics; natural disasters; the level of residential and commercial
development; and federal, state, and local government spending and taxing levels.
The failure to lease the units in the buildings within the Chapter 1B Development, failure by the lessees to
operate profitably, defaults by lessees under the terms of their leases, the inability to recover overdue and unpaid rents
or to lease space vacated by defaulting lessees, or other similar factors could adversely affect the Chapter 1B
Development and could reduce the ability or willingness of the Owner or any other owners of the property in the
Districts, to pay the real property taxes and Special Taxes levied on the property in the Special Taxing District.
Risk of Catastrophic Loss
In the event that a natural or manmade disaster, such as a hurricane, fire, earthquake, tornado, war or terrorist
attack destroys the Chapter 1B Development, or any substantial portion thereof (including the public improvements
being constructed), the assessed value of real property within the Districts could be drastically reduced, leading to a
corresponding decrease in the Tax Increment Revenues and an unwillingness or inability of the Owner and other
owners of property within the Special Taxing District to pay Special Taxes.
Climate Change
The City is located in a coastal region and is affected by rising sea levels and by increased frequency and
severity of storms. To plan for and adapt to the effects of rising sea levels, more frequent and destructive storms, and
other consequences of climate change, the City adopted a Disaster Preparedness and Planning Project in December
2018, which was approved by the Federal Emergency Management Administration in February 2019 (the “DP3
Plan”). The DP3 Plan integrates an All-Hazard Mitigation Plan, a Climate Adaptation Plan, and identifies
opportunities to better prepare the City to adapt to new climate conditions. It notes that climate-related impacts are
already affecting the City including heat waves, sea level rise, and flooding due to more extreme precipitation events.
While those impacts are projected to affect the City’s environmental, social, and economic systems more intensely
than in the past, building adaptation into the DP3 Plan will allow the City to reduce risks associated with natural
hazards and increase overall resiliency. Through the DP3 Plan, a Sustainability Plan, and other efforts, the City is
committed to planning for, mitigating and adapting to the impacts of climate change and to maintaining its financial
condition. The outcome of these efforts, however, cannot be assured. Additionally, in July 2018, the City filed a
lawsuit in the Circuit Court of Baltimore against certain fossil fuel companies to seek climate change related adaptation
costs. The lawsuit is pending and the City can give no assurance as to whether it will be successful in obtaining the
requested relief from the court.
94
COVID-19 Pandemic
Severe acute respiratory syndrome coronavirus 2 (“SARS-CoV-2”) is a novel strain of coronavirus that
causes coronavirus disease 2019 (“COVID-19”), the severe respiratory illness responsible for the COVID-19
pandemic. SARS-CoV-2 has been declared a “public health emergency of international concern” by both the World
Health Organization (the “WHO”) and the Centers for Disease Control and Prevention. The widespread outbreak of
COVID-19, together with the resulting voluntary and governmental actions, including mandatory business closures,
public gathering limitations, restrictions on travel and quarantines, has disrupted, and is expected to continue to
meaningfully disrupt, the global economy and markets. Although the long-term economic fallout is difficult to predict,
the COVID-19 pandemic has caused, and is expected to continue to cause, ongoing material adverse effects across
many, if not all, aspects of the global economy, including the U.S. real estate industry.
The COVID-19 pandemic and measures taken in connection therewith may result in significant delays to,
and a material increase in costs associated with, construction, development and/or upgrade work relating to the
Properties due to, among other things, (i) a lack of availability of raw materials and/or component parts (e.g., resulting
from supply-chain disruptions), (ii) a diminished or restricted labor supply and (iii) the inability of contractors and
other service providers to perform their contractual obligations due to economic failures or otherwise. The Owner,
the Developer, or any owner/developer of any of the properties in the Port Covington Project may also encounter a
reduction in the availability of, and/or adverse changes in the terms of, capital or financing that could hinder its ability
to proceed with the planned development schedule. Such delays and increased costs could lead to contractual
penalties, and the failure to develop, progress and/or reposition equity investments in the manner which was initially
intended.
Further, even after development of the Port Covington Project has been completed, the COVID-19 pandemic,
together with the actions undertaken in connection therewith, may have an adverse impact on the long-term viability
and profitability of the properties developed and to be developed in the Port Covington Project. Demand for the retail,
residential, office, and commercial space therein may be depressed, which may negatively affect the ability to lease
such properties on favorable terms, or at all. Moreover, the government could take certain measures that would impact
the stream of rental income with respect to such properties, including (but not limited to) permitting rent reliefs,
disallowing property owners from taking measures against defaulting tenants, and/or allowing other relief or
deviations from existing agreements in light of any such widespread crisis. In addition, market volatility resulting
from the COVID-19 pandemic or another ongoing public health crisis could lead to uncertainty regarding the valuation
of real estate such as the Port Covington Project and the properties that make up the Development District.
More generally, public health crises such as the COVID-19 pandemic and related containment efforts may
adversely affect the ability, or the willingness, of a party to perform its obligations under its contracts and lead to
uncertainty over whether such failure to perform (or delay in performing) might be excused under so called “material
adverse change,” force majeure and similar provisions in such contracts. In addition, insurance coverage, particularly
with respect to business interruption insurance, may be limited or unavailable, or even if available, may be materially
more costly, which may adversely impact the Fund. Further, the risks associated with the widespread outbreak of a
contagious disease such as COVID-19 may also make it more likely that equity participants will fail to fund certain
obligations when due. All of these factors could have a material adverse effect on a property owner’s ability or
willingness to pay real property taxes and/or any special taxes levied, which could result in a material decrease in the
Tax Increment Revenues and an unwillingness or inability of the Owner and other owners of property within the
Special Taxing District to pay Special Taxes.
The extent of the impact of COVID-19 on the Port Covington Project will depend largely on future
developments, including the severity, duration, and spread of the outbreak throughout the United States and the rest
of the world, the scope and interval of any related border, business, and supply chain closures or disruptions, travel
advisories, and other restrictions on a wide range of activities, and the effects on the global economy, all of which are
highly uncertain and cannot be predicted, but the impact could be material.
Dependence on Tax Increment Revenues
The amount of the Tax Increment Revenues available to be transferred pursuant to the Contribution
Agreement to pay principal and interest on the 2020 Bonds is determined by the assessed value of taxable real property
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in the Development District, the tax rate of the City, and the percentage of taxes actually collected and paid into the
Tax Increment Fund. The assessed value of real property in the Development District must increase significantly and
rapidly in order to produce Tax Increment Revenues sufficient to pay principal of and interest on the 2020 Bonds
without requiring that the Special Tax be collected or the Series 2020 Reserve Fund be drawn upon.
Various factors may adversely affect the value of property in the Development District. Property values
could be adversely affected by prolonged social unrest, economic instability, or any further decline in economic
conditions generally and in the Development District in particular, which could adversely affect the ability of owners
of property within the Districts to pay the real property taxes and Special Taxes, as applicable, and the amount realized
upon any sale of the property at tax sale. It is not possible to predict to what extent any changes in economic
conditions, demographic characteristics, population or commercial and industrial activity will occur and what impact
such changes could have on the assessed value of property in the Districts and the collection of Tax Increment
Revenues and any Special Taxes. Property values also may be adversely affected by natural or other disasters resulting
in the destruction of property in the Districts.
There can be no assurance that the property and improvements within the Development District will be
assessed at the levels projected in “APPENDIX A – Appraisal and Market Study” and “APPENDIX C – Tax Increment
and Special Tax Report,” nor can there be any assurance that the assessed value of the property will not decrease.
Property owners have the right to protest the assessed value of their property in the Development District and are not
required to tender their property for ad valorem taxation at any agreed upon level. Property values also may be
adversely affected by natural or other disasters resulting in the destruction of property in the Development District.
The assessed value of the property and improvements will finally be determined and certified in accordance with the
procedures described in “THE DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues” herein
and may be at a value lower than projected. See also “SECURITY FOR THE 2020 BONDS” herein.
Uncertainty of Methodology of Calculation; Dependence on Projections
The amount of Tax Increment Revenues which will be available to pay the 2020 Bonds on an annual basis is
unknown at the present time. Appendix C to this Limited Offering Memorandum entitled “Tax Increment and Special
Tax Report” contains projections of the amounts that are projected to be available based on the assumptions set out in
Appendix C. These projections constitute “forward-looking” statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance and achievements to be different from the future results,
performance or achievements expressed or implied by such forward-looking statements. Investors are cautioned that
the actual results could differ materially from those set forth in the forward-looking statements.
The assumptions used to make the projections were provided by the Owner. The City has not commissioned
an independent feasibility analysis of any of the assumptions upon which the financial projections are based.
The assessed value of the property and improvements will be finally determined and certified in accordance
with the procedures described in “THE DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues”
herein. Tax Increment Revenues are collected based upon such assessed value. The method of assessing properties
within the Development District could have a significant impact on the Tax Increment Revenues that become
available. The assessment method or combination of methods that the Supervisor of Assessments uses with respect
to the Development District is within the discretion of the Supervisor of Assessments and may change from time to
time. See “SECURITY FOR THE 2020 BONDS.” A change in the particular method of assessment or a combination
of methods with respect to property in the Development District may, over time, cause a decrease in the Assessable
Base in the Development District and, therefore, result in a reduction in the Tax Increment Revenues generated from
the Development District available to pay Debt Service on the 2020 Bonds. No assurances can be given that the
methodology for the State assessment system will not be changed during the term of the 2020 Bonds and changes to
the assessment method or combination of methods that the Supervisor of Assessments uses for the calculation
procedures could have a material adverse effect on the Tax Increment Revenues available to pay Debt Service on the
2020 Bonds.
The projections of the Pledged Revenues in APPENDIX C are based upon the laws and regulations in effect
as of the date of this Limited Offering Memorandum. No assurance can be given that a change in law or a judicial
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decision after the date of this Limited Offering Memorandum will not have a materially adverse effect on the Tax
Increment or the availability of Pledged Revenues to pay Debt Service on the 2020 Bonds.
Maximum Rates
Within the limits of the Rate and Method, the City may adjust the amount of the Special Tax levied on all
property within the Special Taxing District to provide for the collection of an amount required to pay Debt Service, if
necessary, on the 2020 Bonds and the amount, if any, necessary to replenish the Series 2020 Reserve Fund to an
amount equal to the Reserve Requirement and to pay all annual Administrative Expenses (as such term is defined in
the Rate and Method) and make rebate payments to the United States government. However, the amount of the Special
Tax is subject to the maximum rates provided in the Rate and Method. See “SECURITY FOR THE 2020 BONDS –
Special Tax Revenues” and “THE DISTRICTS AND THE PLEDGED REVENUES – Rate and Method of
Apportionment of Special Taxes.”
Tax Delinquencies
In order to pay Debt Service on the 2020 Bonds, it is necessary that real property taxes and any Special Taxes
must be paid in a timely manner. Under provisions of the City Enabling Acts, the real property taxes and any Special
Taxes, from which funds necessary for the payment of principal of, and interest on, the 2020 Bonds are to be derived,
are billed to the properties within the Districts by the City. Special Taxes are due and payable at the same time as
regular real property tax installments (from which the Tax Increment Revenues are derived). The unwillingness or
inability of a property owner to pay real property tax bills (which affects the Tax Increment Revenues generated) and
Special Taxes as evidenced by property tax delinquencies also may indicate an unwillingness or inability to make
payments of real property tax and Special Taxes in the future. If the Owner and any other owners of properties within
the Development District fail to pay the real property tax installments or any Special Taxes when due, there could be
significant tax delinquencies. See “– Concentration of Ownership; Failure to Pay Property Taxes or Special Taxes”
herein.
In the event that any tax sales of the property or individual parcels are necessary, and if the Series 2020
Reserve Fund is depleted, there could be a delay or reduction in payments to Holders of the 2020 Bonds pending such
tax sales and receipt by the City of the proceeds of sale.
For a discussion of the provisions which apply, and procedures which the City is obligated to follow in the
event of delinquencies in the payment of real property taxes or Special Taxes, see THE DISTRICTS AND THE
PLEDGED REVENUES – Tax Increment Revenues – Property Tax Collection Procedures.” See also “– Potential
Delay and Limitations of Tax Sales” below and “– Bankruptcy” below, for a discussion of limitations on the City’s
ability to recover delinquent revenues from tax sales.
Potential Delay and Limitations of Tax Sales
The payment of real property taxes and Special Taxes and the ability of the City to recover delinquent unpaid
real property taxes and Special Taxes may be limited by bankruptcy, insolvency or other laws generally affecting
creditors’ rights. See “THE DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues – Property
Tax Collection Procedures” herein and “– Bankruptcy” below.
In addition, potential investors should be aware that any recovery of unpaid real property taxes and Special
Taxes is subject to City procedures for providing notice to record holders of the property of the pending tax sale and
delays by subsequent purchasers of property at tax sale to initiate proceedings to foreclose redemption of the property.
Potential investors should also be aware that during any period of time in which property offered for sale remains
unsold, none of the delinquent real property taxes and Special Taxes will be paid.
The ability of the City to recover delinquent unpaid real property taxes or Special Taxes on properties through
the sale of such properties may be limited with regard to properties in which the Federal Deposit Insurance Corporation
(“FDIC”) may acquire an interest. If a lender takes a security interest in property in one of the Districts and becomes
insolvent, such lender could fall under the jurisdiction of the FDIC. The FDIC has adopted policies regarding the
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payment of state and local property taxes, including ad valorem and non-ad valorem special taxes and assessments.
While this federal instrumentality has acknowledged a policy of paying ad valorem and non-ad valorem special taxes
and assessments in certain circumstances, it has also indicated an intention to assert federal preemptive power to
challenge any prior taxes, special taxes and assessments where it is in its interest to do so, including the requirement
that local agencies obtain the consent of the FDIC in order to sell property at tax sale to recover delinquent special
taxes. If the City is required to obtain the consent of the FDIC in order to sell properties located in any of the Districts
at a tax sale, such consent could be denied and the City might be unable to recover ad valorem and Special Taxes on
such properties. Additionally, any delay in receiving the consent of the FDIC to a tax sale would delay recovery of
any delinquent real property taxes or Special Taxes. This, in turn, could result in a delay or default in payment of the
2020 Bonds.
Delays and uncertainties in recovering delinquent real property taxes or Special Taxes create significant risks
for Bondholders. Delinquencies in payments of real property taxes or Special Taxes that continue during the pendency
of protracted tax sale proceedings could result in the rapid, total depletion of the Series 2020 Reserve Fund prior to
replenishment from the resale of such property. In that event, there could be a default in payments of the Debt Service
on the 2020 Bonds. See “– Concentration of Ownership; Failure to Pay Property Taxes or Special Taxes” herein.
Third Party Study Limitations; Appraised Value
The Appraisal and Market Study provides an independent value analysis of the properties in the Chapter 1B
Development and the remainder of the Districts for the purpose of establishing a framework within which to forecast
the taxable values and their timing in order to estimate Tax Increment Revenues in the Development District with
respect to the 2020 Bonds. The Appraisal and Market Study also provides a market overview and analysis of each
proposed component within the Chapter 1B Development plus certain redeveloped parcels and undeveloped parcels
as set forth therein. The conclusions are based on certain definitions, contingencies, assumptions and limiting
conditions contained in the Appraisal. None of the Issuer, the City, or the Underwriters makes any representation as
to the accuracy of the Appraisal. Prospective purchasers of the 2020 Bonds should review the Appraisal as set forth
in “APPENDIX A – Appraisal and Market Study” for a description of all assumptions made by the Appraiser.
The Appraisal and Market Study provides an independent market analysis. While the Appraisal and Market
Study concludes that the total value of the parcels in the Special Tax District, assuming completion of the buildings
in the Chapter 1B Development, is estimated to be $842,326,700, it identifies a number of underlying critical
assumptions and limiting conditions and notes that the conclusions reached in an economic analysis are inherently
subjective and should not be relied upon as a determinative predictor of results that will actually occur. Future
competition could diminish demand and potentially result in delays or abandonment of portions of the Chapter 1
Development and the rest of the Port Covington Project. These factors could negatively impact the assessed value of
property and could adversely affect the ability or willingness of property owners in the Districts to pay property taxes
or Special Taxes. None of the Issuer, the City, or the Underwriters make any representation as to the accuracy of the
Appraisal and Market Study. Prospective purchasers of the 2020 Bonds should not assume that the build-out and
absorption of the Chapter 1B Development will occur as set forth therein and should review the applicable studies for
a description of all assumptions made therein. See “APPRAISAL; VALUE-TO-LIEN” herein and “APPENDIX A –
Appraisal and Market Study.”
Competition
The Chapter 1B Development is located in close proximity to the other similar mixed-use developments.
Competition from these developments and other existing or future developments around the Baltimore-Washington
metropolitan area could adversely affect the profitability of the Chapter 1B Development. Increased competition
could adversely affect the Chapter 1B Development in numerous ways, including failure of the Owner to lease the
commercial units in the Chapter 1B Development, failure by the lessees to operate profitably, defaults by lessees under
the terms of their lease agreements, and inability of the Owner or any other owner of such units to recover overdue
and unpaid rents or to lease space vacated by initial lessees. A discussion of competition with respect to the Port
Covington Project can be found in the Appraisal and Market Study. See “APPENDIX A – Appraisal and Market
Study.”
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No Acceleration Provision
The 2020 Bonds do not contain a provision allowing for the acceleration of the 2020 Bonds in the event of a
payment default or other default under the terms of the 2020 Bonds or the Indenture. Further, the Indenture does not
specify any events of default or remedies nor does it require the Trustee to seek any remedies. The ultimate source of
recovery by the City in the event of a failure by a property owner to pay real property taxes or Special Taxes is the tax
sale provisions described under “THE DISTRICTS AND THE PLEDGED REVENUES – Tax Increment Revenues
– Property Tax Collection Procedures” and “APPENDIX F – Proposed Form of Contribution Agreement.”
Bankruptcy
The various legal opinions to be delivered concurrently with the delivery of the 2020 Bonds (including Bond
Counsel’s approving legal opinion) will be qualified by moratorium, bankruptcy, reorganization, insolvency or other
similar laws affecting the rights of creditors.
Although a bankruptcy proceeding would not extinguish the City’s right to collect unpaid real property taxes
and Special Taxes, the amount and priority of any tax lien could be modified if the value of the property falls below
the value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an
unsecured claim by the bankruptcy court. In addition, bankruptcy of a property owner could result in a delay in
completing a tax sale of the property. Such delay would increase the likelihood of a delay or default in payment of
the principal of, and interest on, the 2020 Bonds and the possibility of delinquent tax installments not being paid in
full.
Limited Secondary Market
There can be no guarantee that there will be a secondary market for the 2020 Bonds or, if a secondary market
exists, that such 2020 Bonds can be sold for any particular price. Occasionally, because of general market conditions,
lack of current information, the absence of a credit rating for the 2020 Bonds or because of adverse history or economic
prospects connected with a particular issue or industry, secondary marketing practices in connection with a particular
issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon
then prevailing circumstances. Such prices could be substantially different from the original purchase price.
Accordingly, the 2020 Bonds should be considered long-term investments to maturity.
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” the interest on the 2020 Bonds could become includable
in gross income for federal income tax purposes retroactive to the date of issuance of the 2020 Bonds as a result of a
failure of the City or the Owner to comply with certain provisions of the Code. Should such an event of taxability
occur, the 2020 Bonds are not subject to early redemption and may remain Outstanding to maturity or until redeemed
under the optional redemption or mandatory sinking fund redemption provisions of the Indenture.
Other Taxes
The willingness and/or ability of an owner of land within the Special Taxing District to pay the Special Taxes
could be affected by the existence of other taxes, assessments and special taxes imposed upon the land by the City.
Various special taxes and assessments, including the Special Taxes and ad valorem taxes levied to pay principal of
and interest on the 2020 Bonds, would be payable at one time. The City may also impose additional assessments,
fees, or taxes that could encumber the property burdened by the Special Taxes.
THE ADMINISTRATOR
MuniCap, Inc. (the “Administrator”) will be retained by the City and the Issuer to provide certain services in
connection with the administration of the Development District and Special Taxing District, which include (but are
not limited to) the determination of the Special Taxes that are be required to be collected in any given year pursuant
to the Rate and Method.
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The Administrator is a public finance consulting firm with a specialized practice providing services related
to the formation and administration of special tax and assessment districts. These services include the preparation of
tax increment projections and special tax and assessment methodologies, calculation of annual special tax and
assessment levies, and continuing disclosure and financial services related to the administration of tax increment and
special tax and assessment districts. The Administrator has its principal office in Columbia, Maryland, and provides
district administration services to approximately 140 special tax and assessment districts in 18 states.
UNDERWRITING
The 2020 Bonds are being purchased for reoffering by Citigroup Global Markets Inc., Stifel, Nicolaus &
Company, Inc., and Siebert Williams Shank & Co., LLC (collectively, the “Underwriters”). The 2020 Bonds are
being purchased at a price equal to $138,249,600.20 (representing the aggregate principal amount of the 2020 Bonds
of $137,485,000.00, plus a premium of $1,822,903.40, less an Underwriters’ discount of $1,058,303.20). The
purchase contract pursuant to which the Underwriters are purchasing the 2020 Bonds provides that the Underwriters
will purchase all of the 2020 Bonds if any are purchased. The obligation of the Underwriters to make such purchase
is subject to certain terms and conditions set forth in such contract of purchase.
The Underwriters may offer and sell the 2020 Bonds to certain dealers and others at prices different from the
prices stated on the inside front cover of this Limited Offering Memorandum. The offering prices may be changed
from time to time by the Underwriters.
The Owner has agreed to indemnify the Issuer, the City, and the Underwriters against certain liabilities,
including certain liabilities under federal and state securities laws.
LEGAL MATTERS
McGuireWoods LLP, serving as Bond Counsel, will render an opinion with respect to the 2020 Bonds
substantially in the form set forth in Appendix H to this Limited Offering Memorandum. Copies of this opinion will
be available at the time of delivery of the 2020 Bonds. Certain matters will be passed upon for the Issuer by Miles
Stockbridge P.C. Certain matters will be passed upon for the Underwriters by McKennon Shelton & Henn LLP.
Certain legal matters will be passed upon for the Developer and the Owner by Ballard Spahr LLP.
TAX MATTERS
Opinion of Bond Counsel – Federal Income Tax Status of Interest
Bond Counsel’s opinion will state that, under current law, interest on the 2020 Bonds (i) is excludable from
the gross income of the owners of the 2020 Bonds for purposes of federal income taxation under Section 103 of the
Internal Revenue Code of 1986, as amended (the “Code”), and (ii) is not a specific item of tax preference for purposes
of the federal alternative minimum tax.
Bond Counsel’s opinion speaks as of its date, is based on current provisions of the Code, and other current
legal authority and precedent, and covers certain matters not directly addressed by such authority and precedent, and
represents Bond Counsel’s judgment as to the proper treatment of interest on the 2020 Bonds for federal income tax
purposes. Bond Counsel’s opinion does not contain or provide any opinion or assurance regarding the future activities
of the Issuer or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or
the enforcement thereof by the Internal Revenue Service (the “IRS”) or the courts. The Issuer has covenanted,
however, to comply with the requirements of the Code.
Although Bond Counsel is of the opinion that interest on the 2020 Bonds is excludable from gross income
for federal income tax purposes, the ownership or disposition of, or the accrual or receipt of interest on, the 2020
Bonds may otherwise affect the federal tax liability of an owner of the 2020 Bonds. The nature and extent of these
other federal tax consequences depend on the owner’s particular tax status and levels of other income or deductions.
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Bond Counsel will express no opinion regarding any such other tax consequences and prospective purchasers of the
2020 Bonds should consult their own tax advisors with respect thereto.
See “Proposed Form of Bond Counsel Opinion Letter” in “APPENDIX H.”
Reliance and Assumptions; Effect of Certain Changes
In delivering its opinion regarding the tax treatment of interest on the 2020 Bonds, Bond Counsel is relying
upon certifications of representatives of the Issuer, the underwriters of the 2020 Bonds, the City, the Owner and the
Developer, and other persons as to facts material to the opinion, which Bond Counsel has not independently verified.
In addition, Bond Counsel is assuming continuing compliance with the Covenants (defined herein) by the
Issuer and the City. The Code and the regulations promulgated thereunder contain a number of requirements that
must be satisfied after the issuance of the 2020 Bonds in order for interest on the 2020 Bonds to be and remain
excludable from gross income for purposes of federal income taxation. These requirements include, by way of
example and not limitation, restrictions on the use, expenditure and investment of the proceeds of the 2020 Bonds and
the use of the property financed by such 2020 Bonds, limitations on the source of the payment of and the security for
such 2020 Bonds and the obligation to rebate certain excess earnings on the gross proceeds of such 2020 Bonds to the
United States Treasury. The Tax Compliance Certificate to be entered into by the Issuer and the City (the “Tax
Certificate”) with respect to the 2020 Bonds contains covenants (the “Covenants”) under which the Issuer and the
City, as applicable, have agreed to comply with such requirements. Failure by the Issuer or the City to comply with
the Covenants could cause interest on the 2020 Bonds to become includable in gross income for federal income tax
purposes retroactively to their date of issue. If such a failure occurs, the available enforcement remedies may be
limited by applicable provisions of law and, therefore, may not be adequate to prevent interest on the 2020 Bonds
from becoming includable in gross income for federal income tax purposes.
Bond Counsel has no responsibility to monitor compliance with the Covenants after the date of issue of the
Bonds.
Certain requirements and procedures contained, incorporated or referred to in the Tax Certificate, including
the Covenants, may be changed and certain actions may be taken or omitted under the circumstances and subject to
the terms and conditions set forth in the Tax Certificate. Bond Counsel expresses no opinion concerning any effect
on the excludability of interest on the 2020 Bonds from gross income for federal income tax purposes of any such
subsequent change or action that may be made, taken or omitted upon the advice or approval of counsel other than
Bond Counsel.
Bond Premium
In general, a 2020 Bond purchased at a price (excluding accrued interest) producing a tax basis in excess of
the principal amount payable at maturity is a “Premium Bond” and the amount of the excess constitutes the “Bond
Premium” on the Premium Bond. Under the Code, the Bond Premium is amortized based on the owner’s yield over
the remaining term of the Premium Bond (or, in the case of certain callable Premium Bonds, to an earlier call date that
results in a lowest yield on the Premium Bond). The owner of a Premium Bond must amortize the Bond Premium
by offsetting the qualified stated interest allocable to each interest accrual period against the Bond Premium allocable
to that period. No deduction is allowed for such amortization of Bond Premium and the owner is required to decrease
the adjusted basis in the Premium Bond by the amount of the amortizable Bond Premium properly allocable to the
owner.
Prospective purchasers of any Premium Bond should consult their own tax advisors regarding the treatment
of Bond Premium for federal income tax purposes, including various special rules relating thereto, and state and local
tax consequences, in connection with the acquisition, ownership, sale, exchange, or other disposition of, and
amortization of Bond Premium on, such Premium Bond.
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Certain Collateral Federal Tax Consequences
The following is a brief discussion of certain collateral federal income tax matters with respect to the 2020
Bonds. It does not purport to address all aspects of federal taxation that may be relevant to a particular owner thereof.
Prospective purchasers of such 2020 Bonds, particularly those who may be subject to special rules, are advised to
consult their own tax advisors regarding the federal tax consequences of owning or disposing of the 2020 Bonds.
Prospective purchasers of the 2020 Bonds should be aware that the ownership of tax-exempt obligations may
result in collateral federal income tax consequences to certain taxpayers including, without limitation, financial
institutions, certain insurance companies, certain corporations (including S corporations and foreign corporations),
certain foreign corporations subject to the “branch profits tax,” individual recipients of Social Security or Railroad
Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry
tax-exempt obligations and taxpayers attempting to qualify for the earned income tax credit.
Information Reporting and Backup Withholding
Prospective purchasers should be aware that the interest on the 2020 Bonds is subject to information reporting
to the IRS in a manner similar to interest paid on taxable obligations. In addition, interest on the 2020 Bonds may be
subject to backup withholding if the interest is paid to an owner who or which (i) is not an “exempt recipient” and (ii)
(a) fails to furnish an accurate U.S. taxpayer identification number in the manner required, (b) has been notified of a
failure to report all interest and dividends required to be shown on federal income tax returns, or (c) fails to certify
under penalty of perjury that the owner is not subject to withholding. Individuals generally are not exempt recipients,
although corporations and other entities generally are.
The reporting and backup withholding requirements do not in and of themselves affect the excludability of
interest on the 2020 Bonds from gross income for federal income tax purposes, and amounts withheld under the backup
withholding rules may be refunded or credited against the owner’s federal income tax liability, if any, provided that
the required information is timely furnished to the IRS.
Effects of Future Enforcement, Regulatory and Legislative Actions
The IRS has established a program to audit tax-exempt obligations to determine whether the interest thereon
is includible in gross income for federal income tax purposes. If the IRS does audit the 2020 Bonds, the IRS will,
under its current procedures, treat the Issuer as the taxpayer. As such, the beneficial owners of the 2020 Bonds will
have only limited rights, if any, to participate in the audit or any administrative or judicial review or appeal thereof.
Any action of the IRS, including but not limited to the selection of the 2020 Bonds for audit, or the course or result of
such audit, or an audit of other obligations presenting similar tax issues, may affect the marketability or market value
of the 2020 Bonds.
Legislation affecting tax-exempt obligations is regularly considered by the U.S. Congress and various state
legislatures. Such legislation may effect changes in federal or state income tax rates and the application of federal or
state income tax laws (including the substitution of another type of tax), or may repeal or reduce the benefit of the
excludability of interest on the tax-exempt obligations from gross income for federal or state income tax purposes.
The Treasury and the IRS are continuously drafting regulations to interpret and apply the provisions of the
Code and court proceedings may be filed the outcome of which could modify the federal or state tax treatment of tax-
exempt obligations. There can be no assurance that legislation proposed or enacted after the date of issue of the 2020
Bonds, regulatory interpretation of the Code or actions by a court involving either the 2020 Bonds or other tax-exempt
obligations will not have an adverse effect on the Bonds’ federal or state tax status, marketability or market price or
on the economic value of the tax-exempt status of the interest on the 2020 Bonds.
Prospective purchasers of the 2020 Bonds should consult their own tax advisors regarding the potential
consequences of any such pending or proposed federal or state tax legislation, regulations or litigation, as to which
Bond Counsel expresses no opinion.
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Opinion of Bond Counsel - Maryland Tax Treatment of the 2020 Bonds
Bond Counsel’s opinion will also state that, under existing law of the State of Maryland, the 2020 Bonds and
the interest thereon are forever exempt from all State of Maryland and local taxes under existing laws; however, the
law of the State of Maryland does not expressly refer to, and no opinion is expressed concerning, estate or inheritance
taxes, or any other taxes not levied directly on the 2020 Bonds or the interest thereon.
Interest on the 2020 Bonds may be subject to state or local income taxes in jurisdictions other than the State
under applicable state or local tax laws. Prospective purchasers of the 2020 Bonds should consult their tax advisors
regarding the taxable status of the 2020 Bonds in a particular state or local jurisdiction other than the State.
NO LITIGATION
At the time of delivery of the 2020 Bonds, the Issuer will certify that there is no action, suit, proceeding,
inquiry, or investigation, at law or in equity, before or by any court, regulatory agency, public board, or body, pending
with respect to which the Issuer has been served with process or is otherwise aware, or, to the knowledge of the officer
of the Issuer executing such certificate, threatened against the Issuer, affecting the existence of the Issuer, the Districts,
or the titles of officers of the Issuer to their respective offices or seeking to restrain or to enjoin the sale or delivery of
the 2020 Bonds, the application of the proceeds thereof in accordance with the Indenture, or the collection or
application of any revenues provided for the payment of the 2020 Bonds, or in any way contesting or affecting the
validity or enforceability of the 2020 Bonds, the Indenture, the Contribution Agreement, any action of the Issuer
contemplated by any of the said documents, or the collection or application of any revenues provided for the payment
of the 2020 Bonds, or in any way contesting the completeness or accuracy of this Limited Offering Memorandum or
any amendment or supplement hereto, or contesting the powers of the Issuer or its authority with respect to the 2020
Bonds or any action of the Issuer contemplated by any of said documents.
At the time of delivery of and payment for the 2020 Bonds, the City will certify that, except for litigation that
in the opinion of the City Solicitor of the City has no material adverse effect on the City, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or
body, pending with respect to which the City has been served with process, or, to the knowledge of the officer of the
City executing such certificate, threatened against the City affecting the creation or validity of the Development
District or the Special Taxing District or the titles of its officers to their respective offices; seeking to restrain or to
enjoin the sale or delivery of the 2020 Bonds, the application of the proceeds thereof in accordance with the Indenture;
in any way contesting or affecting the validity or enforceability of the Contribution Agreement, or any action of the
City contemplated by any of the said documents; or the collection or application of any revenues provided for the
payment of the 2020 Bonds; or contesting the powers of the City or its authority with respect to the City’s approval
and the Issuer’s issuance of the 2020 Bonds or any action of the City contemplated by any of said documents.
At the time of delivery of and payment for the 2020 Bonds, the Owner and the Developer will certify that
there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board of body, pending or threatened by or against the Owner or the Developer, respectively: (i) in any
way questioning the due formation and valid existence of the Owner or the Developer; (ii) in any way questioning or
affecting the validity of the Funding Agreement or the consummation of the transactions contemplated thereby; (iii) in
any way questioning or contesting the validity of any governmental approval of the Chapter 1 Development or any
aspect thereof; or (iv) which would have a material adverse effect upon the financial condition of the Owner or the
Developer or the ability of the Owner or the Developer to undertake any development within Districts.
NO RATING
The Issuer has not and does not contemplate making an application to any rating agency for the assignment
of a rating to the initial offering of the 2020 Bonds.
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EXPERTS
MuniCap, Inc. served as financial advisor in connection with the issuance and delivery of the 2020 Bonds.
MuniCap, Inc. has prepared the methodology for levying the Special Taxes appearing under the caption “THE
DISTRICTS AND THE PLEDGED REVENUES – Special Tax Revenues” herein and the “Tax Increment and Special
Tax Report” contained in APPENDIX C and such methodologies, projections, and schedules are set forth in this
Limited Offering Memorandum with the permission of MuniCap, Inc.
The references herein to Cushman & Wakefield of Maryland, LLC, as the Appraiser, the Appraisal and
Market Study contained in APPENDIX A, and the references thereto in this Limited Offering Memorandum been
approved by the Appraiser.
The references herein to STV Incorporated, as the Engineer, the Engineer’s Report contained in APPENDIX
B, and the references thereto in this Limited Offering Memorandum have been approved by the Engineer.
CONTINUING DISCLOSURE
An undertaking for the benefit of the Bondholders to provide continuing disclosure pursuant to the provisions
of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) is not legally required with respect to the
2020 Bonds based on an exemption that exists under such Rule for obligations that are offered in Authorized
Denominations of $100,000 or more and are being sold to no more than 35 knowledgeable and experienced investors
not purchasing with a view to distribute.
Notwithstanding the above, the Issuer, the City and the Owner have agreed to provide certain financial
information, operating data and event disclosures. See “APPENDIX I – Form of Owner’s Continuing Disclosure
Agreement”, “APPENDIX J – Form of the Issuer’s Continuing Disclosure Agreement”, “APPENDIX K – Form of
City’s Continuing Disclosure Agreement” for specific provisions regarding the obligations of the Issuer, the City and
the Owner and the Developer to provide continuing disclosure.
The Issuer has determined that no financial or operating data concerning the Issuer is material to any decision
to purchase, hold or sell the 2020 Bonds, and the Issuer will not provide any such information. The Issuer has
undertaken all responsibilities for any continuing disclosure required by the Rule (except as described below) as
described above, and the Issuer shall have no liability to Bondholders or any other person with respect to such
disclosure, other than as described above. During the past five years, the Issuer inadvertently omitted certain operating
data required to be filed quarterly and annually as part of its filings under certain of its existing and prior continuing
disclosure agreements in accordance with the Rule and did not provide notice of such failures to file and filed one
audited financial statement late under two continuing disclosure agreements and did not provide notice of such failure
to file. The Issuer has made supplemental filings to provide all such omitted information and notices of rating changes
and has implemented procedures to prevent further omissions.
The City failed to comply with some of its obligations under certain of its continuing disclosure undertakings
within the last five years. In particular, in accordance with its continuing disclosure obligations for the fiscal year
June 30, 2016, the City determined that its audited financial statements would not be completed in time to meet the
filing deadlines; therefore the City filed unaudited financial statements within the time period required under its
continuing disclosure obligations and the audited financial statements for these three most recent fiscal years were
filed although after the required deadline. In addition, in accordance with its continuing disclosure obligations for
the fiscal year ended June 30, 2018, the City filed unaudited financial statements, due March 27, 2019, on February
28 2019, because it determined that its Comprehensive Annual Financial Report (“CAFR”) for the fiscal year ended
June 30, 2018 (the “2018 CAFR”) would not be available for filing when due on March 2, 2019. The City filed the
2018 CAFR when it became available on March 29, 2019. Delays in the receipt of the City’s CAFRs, as described
above, caused delayed filings with respect to certain continuing disclosure undertakings relating to the City’s parking
facilities bonds, convention center revenue bonds, and certificates of participation. Similar delays occurred with
filings relating to the City’s water and wastewater revenue bonds.
104
The City failed to file event filings in connection with bond rating changes that occurred as a result of the
upgrade of the underlying credit rating for certain of the City’s bonds and changes in the ratings of bond insurers that
secured certain bonds issued by the City. The City has subsequently disclosed these rating changes on EMMA.
When filing information with the EMMA system, the City inadvertently failed to index properly certain
filings with each relevant outstanding debt issue. To the extent a filing was made without all of the associated CUSIP
numbers, the filing was otherwise available on EMMA in connection with another City debt issue. The City has made
supplemental filings with EMMA to provide information to correct these filings.
The City is committed to complying with its continuing disclosure obligations and in connection with such
commitment, has established written policies and procedures with respect to such obligations and City personnel
responsible for carrying out the City’s continuing disclosure undertakings stay abreast of current continuing disclosure
requirements.
Neither the Owner nor the Developer has entered into any continuing disclosure undertakings pursuant to the
Rule within the last five years.
MISCELLANEOUS
The quotations from, and summaries and explanations of the Indenture, the Funding Agreement, and other
statutes and documents contained herein do not purport to be complete, and reference is made to such documents, the
Indenture, and such statutes for full and complete statements of their provisions.
This Limited Offering Memorandum is submitted only in connection with the offering of the 2020 Bonds by
the Underwriters. All estimates, assumptions, statistical information and other statements contained herein, while
taken from sources considered reliable, are not guaranteed by the Issuer, City, the Underwriters, or the Owner. The
information contained herein should not be considered as representing all conditions affecting the City, the Owner or
the Developer, the Chapter 1 Development, future development of the Port Covington Project, the Districts, or the
2020 Bonds.
Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is
made that any of the estimates will be realized.
105
The execution and delivery of this Limited Offering Memorandum have been approved by the Maryland
Economic Development Corporation.
By: /s/ Robert C. Brennan

Executive Director
106
APPENDIX A
APPRAISAL AND MARKET STUDY

[THIS PAGE INTENTIONALLY LEFT BLANK]
APPRAISAL OF REAL PROPERTY
Port Covington Special Taxing District- Private Property
Situated on the Middle Branch of the Patapsco River
Baltimore, MD 21230
IN AN APPRAISAL REPORT
As of June 1, 2020
Prepared For:
Maryland Economic Development Corporation
300 E. Lombard Street, Suite 1000
Baltimore, MD 21202
And
Weller Development Company, LLC

101 W. Dickman Street, Suite 200
Baltimore, MD 21230
Prepared By:
Cushman & Wakefield of Maryland, LLC
Valuation & Advisory
One East Pratt Street, Suite 700
Baltimore, MD 21202
Cushman & Wakefield File ID: 20-26007-900083-001
A-1
CUSHMAN & WAKEFIELD OF MARYLAND, LLC
ONE EAST PRATT STREET, SUITE 700
BALTIMORE, MD 21202

Baltimore, MD 21230
CUSHMAN & WAKEFIELD
A-2
Baltimore, MD 21202
Tel +1 (410) 685-9595
cushmanwakefield.com
November 17, 2020
Mr. Jeff Wilke

Assistant Director
Maryland Economic Development Corporation (MEDCO)
300 E. Lombard Street, Suite 1000
Baltimore, MD 21202
Steve Siegel
Partner
Weller Development Company, LLC
1000 Key Highway East
Baltimore, Maryland, 21230
Re: Appraisal and Market Study for MEDCO- Port Covington, Series 2020 Bonds
Baltimore, MD 21230
Cushman & Wakefield File ID: 20-26007-900083-001
Dear Mr. Wilke and Mr. Siegel:
In fulfillment of our agreement as outlined in the Letter of Engagement copied in the Addenda, we are pleased to
transmit our appraisal and market study of the above referenced property, as herein defined, in the following
Appraisal Report. This appraisal report has been prepared in accordance with the Uniform Standards of
Professional Appraisal Practice (USPAP) and the Code of Professional Ethics and Standards of Professional
Appraisal Practice of the Appraisal Institute.
We acknowledge that the Developer’s anticipated construction start date to begin all building components for
Chapter 1B as defined herein, which was forecast as of the effective date of this appraisal as of September 1, 2020,
has been revised to January 1, 2021. It is our opinion that this change in the start date of the project, and
corresponding completion dates and stabilization dates of the project components, should not materially impact the
value conclusions presented in this report.
Intended Users: The Intended Users of this appraisal report and market study include the Maryland Economic
Development Corporation (“MEDCO” or “the issuer”), the Baltimore Urban Revitalization, LLC, Weller Development
Company, LLC (“the developer”), the City of Baltimore, and the underwriters and the buyers of the Port Covington,
Series 2020 Bonds (the “Bonds”) including counsel and advisers to each of the foregoing.
Intended Use: The purpose of this appraisal and market study will be for the inclusion in a limited offering
memorandum for the issuance of Port Covington, Series 2020 Bonds (“the Bonds”). This appraisal and market
study will provide MEDCO and bond buyers with information on the Property and estimated value.
A-3
Mr. Jeff Wilke Cushman & Wakefield of Maryland, LLC
November 17, 2020
Page 4
Property Overview: The subject property is part of the master-planned mixed-use development known as the Port
Covington Development District situated on about 237 acres of land on a peninsula between Interstate 95 to the
North and the Middle Branch of the Patapsco River to the South in Baltimore City. Port Covington is one of the
largest urban revitalization projects in the United States. The developer, Weller Development Company, plans to
remake the formerly industrial waterfront area in South Baltimore into a vibrant live-work-play community anchored
by a proposed Under Armour Global Headquarters located on about 58 acres of land within the Port Covington
Development District. The Port Covington Development District, upon full build-out, will feature 18.6 million square
feet of mixed-use development including office, residential, retail, entertainment, hotel and recreational uses, as
well as 40 acres of public parks, green space and civic uses along 2.5 miles of waterfront. The first phase of the
development, referred to as “Chapter 1B”, is proposed to be completed and stabilized over the next four years.
Goldman Sachs Urban Investment Group committed to invest $233 million in the project as an equity investor and
groundbreaking was in May 2019. Future chapters will be developed after the completion and stabilization of
Chapter 1B with a development timeline forecast over the next two decades. The development of the future chapters
is conceptual and will likely change with market demand and preferences.
Public Improvements- TIF: The Port Covington Master Development Plan was adopted by the Baltimore City
Planning Commission on June 23, 2016 after a six-month public master planning process conducted by Baltimore
City officials. The City of Baltimore subsequently approved issuing $658.6 million in Tax Increment Financing (TIF)
bonds to fund infrastructure work for the proposed development. The developer is seeking the first tranche of public
bond financing to fund infrastructure costs supporting Chapter 1B of the proposed development, which is estimated
to total $112,249,443 as presented in this report. The TIF monies will be used for new public roadways, walkways,
public utilities and other infrastructure allowing for pad-ready development sites within Chapter 1B. All major public
infrastructure is scheduled for completion by April 30, 2022. The developer has spent $33,653,201 as of June 2020
on engineering, site work and other TIF-eligible costs, which will be reimbursed by the TIF bonds once issued.
Port Covington Special Taxing District: This appraisal report includes an analysis of privately-owned property within
the Port Covington Special Taxing District. Exhibits and tables presented in this section provide a summary of the
privately-owned parcels within the Port Covington Special Tax District defined as “To Be Developed Parcels”
(Chapter 1B Parcels), “Undeveloped Parcels”, “Redevelopment Parcels” and “Developed Parcels”. As requested,
this appraisal provides an As-Is market value opinion of the To Be Developed Parcels (Chapter 1B Parcels) and
the Undeveloped Parcels (as of June 1, 2020), and a prospective market value opinion of the Chapter 1B Parcels
and Undeveloped Parcels upon completion of all major public infrastructure, referred to herein as Public
Improvements, by April 30, 2022. We also provide the prospective market value opinion upon completion and
stabilization of the proposed improvements for the entire Chapter 1B project forecast by September 30, 2023.
Based on the agreed-to Scope of Work as outlined in this report, we also provide a summary of the latest assessed
values of the designated “Redevelopment Parcels” and “Developed Parcels” within the Port Covington Special
Taxing District as determined by the Maryland Department of Assessments and Taxation. The following is a
summary of each component of the Port Covington Special Taxing District presented in this appraisal. The
requested value opinions determined in this appraisal report are presented at the end of this section.
To Be Developed Parcels (Chapter 1B Parcels): The “To Be Developed Parcels”, also referred to as Chapter 1B,
are the first phase of the proposed Port Covington development. Chapter 1B is a mixed-use development proposed
to contain eight buildings with 945,305 square feet of net rentable building area (1,142,080 square feet of gross
building area (GBA), excluding garage GBA) improved on 8.62 acres of land area. The proposed project will include
537 apartment units within three buildings, of which 89 units will be reserved for affordable housing and 81 units
will be operated as short-term apartment rentals. The project will also include office and retail space, and an above-
grade structured parking garage containing 1,023 parking spaces. The Port Covington Special Tax District map
and exhibits on the following pages provide a summary of the proposed development within Chapter 1B.
A-4
Mr. Jeff Wilke Cushman & Wakefield of Maryland, LLC
November 17, 2020
Page 5
PORT COVINGTON CHAPTER 1B PARCELS
A-5
MR. JEFF WILKE
NOVEMBER 17, 2020
PAGE 6 CUSHMAN & WAKEFIELD OF MARYLAND, LLC
PORT COVINGTON SPECIAL TAX DISTRICT

A-6
Note: The map above is for informational purposes only. STV Map numbers referenced in this report reflect updated Parcel designation.
CUSHMAN & WAKEFIELD 6

MR. JEFF WILKE
NOVEMBER 17, 2020
PORT COVINGTON SPECIAL TAXING DISTRICT - CHAPTER 1B PARCELS (TO-BE-DEVELOPED)

Account Identifier Master Land No. of Retail Office Total GBA Total GBA
STV Ward-Section- Plan Area No. of No. of Apt. Parking Apt. Bldg. Bldg. Bldg. Bldg. SF Garage Bldg. SF
Map # Block- Lot(s) Parcel # Property Address Proposed Land Use(s) Acres Bldgs. Stories Units Spaces GBA SF GBA SF GBA SF Excl. Garage GBA SF w/Garage
81L 24-06-1053-1L E1/ E1B 250 Atlas Street Apts. Mixed-Income, Retail, Grocery, Garage 3.2250 1 8 162 1,023 182,695 40,403 - 223,098 384,033 607,131
81G* 24-06-1053-1G (partial) E5A 150 Cromwell Street Office, Retail 1.0984 1 7 - 22 - 9,542 211,739 221,281 7,571 228,851
81G* 24-06-1053-1G (partial) E5B 2400 Anthem Street Apartments- Short-Term Rental, Retail 0.9969 1 8 121 - 126,675 5,780 - 132,455 - 132,455
81H 24-06-1053-1H E6 255 Atlas Street Apartments- Mixed-Income, Retail 1.5079 2 8 254 - 276,905 15,835 - 292,740 - 292,740
81I, 88, 80D 24-06-1053-1I, 19, 12D E7 301 Atlas Street Office, Retail, Fitness Center 1.7959 3 2-7 - - - 44,682 227,824 272,506 - 272,506
Totals 8.6241 8 537 1,045 586,275 116,242 439,563 1,142,080 391,604 1,533,683
* Parcel To be subdivided GBA SF- Gross Building Area Square Feet
PORT COVINGTON- CHAPTER 1B- PROPERTY SUMMARY

Retail Office Total NRA Total NRA No. of Market- Affordable Short- Total
Master Plan No. of No. of Apt. Bldg. Bldg. Bldg. Bldg. SF Garage Bldg. SF Rate Housing Term Apt.
Parcel # Address Bldgs. Stories NRA SF NRA SF NRA SF Excl. Garage NRA SF w/Parking Apt. Units Apt. Units Apts. Units
Parcel E1/E1B 250 Atlas Street 1 8 136,103 25,468 - 161,571 384,033 545,604 127 35 0 162
Parcel E5A 150 Cromwell Street 1 7 - 9,542 206,692 216,234 7,571 223,805 0 0 0 -
Parcel E5B 2400 Anthem Street 1 8 93,865 4,407 - 98,272 - 98,272 20 0 101 121
Parcel E6 255 Atlas Street 2 8 217,405 15,460 - 232,865 - 232,865 200 54 0 254
Parcel E7 301 Atlas Street 3 2-7 - 38,756 197,607 236,363 - 236,363 0 0 0 -
Totals: 8 447,373 93,633 404,299 945,305 391,604 1,336,909 347 89 101 537
A-7
NRA SF- Net Rentable Area Square Feet

MR. JEFF WILKE
NOVEMBER 17, 2020
A-8

MR. JEFF WILKE
NOVEMBER 17, 2020
Chapter 1B- Project Status/ Construction Timeline: The developer broke ground on May 13, 2019, and site
development and engineering are on-going as of the effective date of this appraisal. The following table provides a
summary of the developer’s estimated building construction start dates and completion schedule for each project
component. The developer anticipates construction to begin for all building components for Chapter 1B by
September 1, 2020 with completion of the entire project by July 31, 2022. The table also includes the forecast
economic stabilization date of each project component, and the forecast date that the entire Chapter 1B project will
be completed and stabilized based on our analysis presented in the following report.
PORT COVINGTON- CHAPTER 1B- CONSTRUCTION SCHEDULE
Construction Construction Construction Forecast

Parcel Proposed Use/ Tenancy Start Date Completion Date Period Stabilization Date
Parcel E1/E1B Apts.- Mixed-Income, Retail Inline, Grocery September 1, 2020 July 31, 2022 23 Months July 31, 2023
Parcel E5A Office, Retail Inline September 1, 2020 January 31, 2022 17 Months January 31, 2023
Parcel E5B Apts.- Short-Term Rental, Retail Inline September 1, 2020 July 31, 2022 23 Months February 28, 2023
Parcel E6 Apts.- Mixed-Income, Retail Inline September 1, 2020 July 31, 2022 23 Months September 30, 2023
Parcel E7 Office, Retail- Inline, Fitness Center September 1, 2020 April 30, 2022 20 Months September 30, 2023
Entire Chapter 1B: September 1, 2020 July 31, 2022 23 Months September 30, 2023
Chapter 1B Office Pre-Leasing: The developer has executed three office leases to cyber-security firms totaling
39,595 square feet. Port Covington was nicknamed “Cyber Town, USA” following the October 2018 announcement
that three cyber-security firms will move their headquarters to Port Covington upon completion of the first phase.
The developer reports they have had tremendous momentum with office leasing interest from many diverse
companies including headquarters uses and technology and cyber-security firms. The rental rates achieved for the
leases signed to date are the highest in the market for comparable space, demonstrating demand for subject’s
location and proposed improvements as will be discussed in this report.
Chapter 1B Short-Term Rental Agreement: The developer is in negotiations with a short-term apartment rental
operator to manage 81 apartments within Parcel E5B for short-term rentals. For purposes of this appraisal, we
assume the management agreement with the short-term rental operator will be completed as described by the
developer and presented in this appraisal. A published report by Cushman & Wakefield Research on the Short-
Term Rentals market is presented in the Addenda of this report.
Chapter 1B Affordable Housing: The developer reports 89 apartment units will be reserved for affordable housing
within two of the proposed buildings as reflected by the Property Summary exhibit previously presented. The
affordable housing units within Parcel E1 will be restricted to tenants earning not more than 80 percent of the Area
Median Income (AMI), and the affordable housing units within Parcel E6 will be restricted to 50 percent of the AMI.
Chapter 1B Tax Credits: The subject benefits from being located within a designated Baltimore City Enterprise Zone
(EZ). The EZ tax credit program provides real estate tax savings over a 10-year period after project completion for
the subject’s commercial components (office, retail and garage). The amount of the tax credits will be based on 80
percent of the taxes due on the increase in assessed value over the first five fiscal tax years. The tax credit
decreases 10 percent annually thereafter to 30 percent in year 10. The subject will also benefit from Brownfield
Property Tax Credits applicable to the subject’s apartment components and the remaining percentage not available
for the Enterprise Zone Tax Credit for its commercial components. The Brownfield Property Tax Credit provides a
reduction in Baltimore City and State of Maryland real estate taxes for 10 years at a 70 percent discount. For
purposes of this analysis, we have separately estimated the net present value (PV) of the remaining tax credits for
each project component upon stabilization. The present value of the remaining tax credits is included in the
prospective market value opinions presented in this appraisal. The subject property is also located within a
designated U.S. Federal Opportunity Zone, which provides future tax benefits to investors in the project. A published
report by Cushman & Wakefield Research on Opportunity Zones is presented in the Addenda of this report.
A-9
MR. JEFF WILKE
NOVEMBER 17, 2020
Undeveloped Parcels: This appraisal includes the valuation of Undeveloped Parcels (vacant land) within the Port
Covington Special Tax District as summarized by the following table:
PORT COVINGTON SPECIAL TAXING DISTRICT - UNDEVELOPED PARCELS

Account Identifier
STV Ward-Section- Land Land
Map # Block- Lot(s) Property Address As Is Description Area SF Area AC Owner Name Zoning
AFP Site
9 23-10-1058-005A 120 W. Dickman Street AFP Site- West End Land 55,452 1.2730 120-250 Dickman Street, LLC PC-3
10 23-10-1058-005B N/s W. Dickman Street AFP Site- West End Land 21,127 0.4850 120-250 Dickman Street, LLC PC-3
11 23-10-1058-005C N/s W. Dickman Street AFP Site- West End Land 12,807 0.2940 120-250 Dickman Street, LLC PC-3
12 23-10-1058-001 150 W. Dickman Street AFP Site- West End Land 53,753 1.2340 120-250 Dickman Street, LLC PC-3
Subtotal- AFP Site 143,138 3.2860
Baltimore Sun Parcels
81* 24-06-1053-001 300 E. Cromwell Street Baltimore Sun- North Parcel - - 300 E. Cromwell Street, LLC PC-2
81A 24-06-1053-001A 200 E. Cromwell Street Baltimore Sun- West Fuel Station 253,911 5.8290 300 E. Cromwell Street, LLC PC-2
81B 24-06-1053-001B 100 E. Cromwell Street Baltimore Sun- West Land Bay 619,989 14.2330 300 E. Cromwell Street, LLC PC-2
46B 24-06-1053-001C N/s E. Cromwell Street Baltimore Sun- West Land Bay 1,394 0.0320 300 E. Cromwell Street, LLC PC-2
46C 24-06-1053-001D N/s E. Cromwell Street Baltimore Sun- West Land Bay 1,220 0.0280 300 E. Cromwell Street, LLC PC-2
19 24-06-1053-009A E/s Hanover Street Baltimore Sun- West Knuckle 33,846 0.7770 300 E. Cromwell Street, LLC PC-2
81E 24-06-1053-001E N/s E. Cromwell Street Baltimore Sun- South Parcel 39,378 0.9040 300 E. Cromwell Street, LLC PC-2
81F 24-06-1053-001F 2400 Banner Street Baltimore Sun- East (Plaza) 78,408 1.8000 300 E. Cromwell Street, LLC PC-2
81J 24-06-1053-001J 400 Atlas Street Baltimore Sun- East (E3) 65,253 1.4980 300 E. Cromwell Street, LLC PC-2
81K 24-06-1053-001K 300 Atlas Street Baltimore Sun- East (Triangle Park) 28,488 0.6540 300 E. Cromwell Street, LLC PC-2
81L* 24-06-1053-001L 250 Atlas Street Baltimore Sun- East (North Area) 62,560 1.4362 300 E. Cromwell Street, LLC PC-2
Subtotal- Baltimore Sun Parcels 1,184,448 27.1912
301 E. Cromwell Street Parcels
80F 24-06-1053-012F 301 E. Cromwell Street East End- Waterfront 17,772 0.4080 301 E. Cromwell Street, LLC PC-2
80G 24-06-1053-012G 301 E. Cromwell Street East End- Waterfront 6,578 0.1510 301 E. Cromwell Street, LLC PC-2
Subtotal- 301 E. Cromwell Street Parcels 24,350 0.5590
UA Port Covington Holdings Parcels
25A 24-06-1053-010B 2601 Port Covington Dr. Land Unit 1- Land Area 974,786 22.3780 UA Port Covington Holdings, LLC PC-4
25B 24-06-1053-010F 2601 Port Covington Dr. Land Unit 2- North Entrance 188,005 4.3160 UA Port Covington Holdings, LLC PC-4
25C 24-06-1053-010G 2601 Port Covington Dr. Land Unit 3- North Lot 131,595 3.0210 UA Port Covington Holdings, LLC PC-4
25D 24-06-1053-010H 2601 Port Covington Dr. Land Unit 4- Waterfront 380,322 8.7310 UA Port Covington Holdings, LLC PC-4
25G 24-06-1053-010K 2601 Port Covington Dr. Land Unit 7- Knuckle 84,550 1.9410 UA Port Covington Holdings, LLC PC-4
Subtotal- UA Port Covington Holdings Parcels 1,759,258 40.3870
Totals 3,111,194 71.4232
* Parcel To be subdivided
The Undeveloped Parcels within the Port Covington Special Tax District include the former Atlantic Forest Product
site (AFP Site), Baltimore Sun Parcels, 301 E. Cromwell Street Parcels, and UA Port Covington Holdings Parcels.
A map highlighting the Undeveloped Parcels was previously presented. A summary table is presented on the
following page that reflects the proposed development for each Undeveloped Parcel.
AFP Site: The unimproved AFP Site includes four contiguous parcels containing about 3.286 acres of vacant land
located between West Dickman Street, along its southern border, and West Donaldson Street along its northern
border, and South Hanover Street along its eastern border. Directly west of the site is the former AFP warehouse,
which is included in the Redevelopment Parcels as will be discussed. The Port Covington Master Development
Plan (Master Plan) presented in this appraisal reflects this land area in the West End - Parcel W9, which is proposed
for mixed-use development including two 9-story apartment buildings containing 214 apartment units, 20,860
square feet of street-level retail space and a 162 space parking garage. For analysis purposes, we reflected this
land area as a separate parcel; however, the site will benefit from the redevelopment of adjacent land area directly
west of the site referred to as Parcel W8 in the Master Plan, which is also proposed for mixed-use development.
A-10
MR. JEFF WILKE
NOVEMBER 17, 2020
PORT COVINGTON SPECIAL TAXING DISTRICT - UNDEVELOPED PARCELS- PROPOSED DEVELOPMENT

Account Identifier Master Retail Total GBA Total GBA
STV Ward-Section- Development Land No. of No. of Apt. Bldg. Bldg. Office Bldg. Hotel Bldg. SF Garage Bldg. SF Apt. Hotel Parking
Map # Block- Lot(s) Plan Parcel(s) Property Address Proposed Land Use(s) Area AC Bldgs. Stories GBA SF GBA SF GBA SF GBA SF Excl. Garage GBA SF w/ Garage Units Keys Spaces
AFP Site
9 23-10-1058-005A W9 120 W. Dickman Street Mixed-Use- Retail, Apts. Parking 1.2730 2 9 203,455 20,860 - - 224,315 68,968 293,283 214 - 162
10 23-10-1058-005B W9 N/s W. Dickman Street Mixed-Use- Retail, Apts. Parking 0.4850
11 23-10-1058-005C W9 N/s W. Dickman Street Mixed-Use- Retail, Apts. Parking 0.2940
12 23-10-1058-001 W9 150 W. Dickman Street Mixed-Use- Retail, Apts. Parking 1.2340
Subtotal- AFP Site 3.2860 2 9 203,455 20,860 - - 224,315 68,968 293,283 214 - 162
81* 24-06-1053-001 C3A 300 E. Cromwell Street Public roadways, open space - - - - - - - - - - - - -
81A 24-06-1053-001A C1B, C2B, C3B, 200 E. Cromwell Street Office, Retail, Apts., Hotel, Parking 5.8290 15 8 - 31 4,241,300 138,000 1,064,010 117,495 5,560,805 2,643,950 8,204,755 4,241 235 6,883
81B 24-06-1053-001B C6, C7, C8A, 100 E. Cromwell Street 14.2330
46B 24-06-1053-001C C11, C12, C13, N/s E. Cromwell Street 0.0320
46C 24-06-1053-001D C16, C17 N/s E. Cromwell Street 0.0280
19 24-06-1053-009A E/s Hanover Street 0.7770
81E 24-06-1053-001E - N/s E. Cromwell Street Future surface parking 0.9040 - - - - - - - - - - - -
81F 24-06-1053-001F - 2400 Banner Street Surface parking plaza 1.8000 - - - - - - - - - - - -
81J 24-06-1053-001J E3 400 Atlas Street Mixed-Use- Office, Retail 1.4980 1 31 - 30,000 450,826 - 480,826 - 480,826 - - -
81K 24-06-1053-001K - 300 Atlas Street Open space- park 0.6540 - - - - - - - - - - - -
81L* 24-06-1053-001L E2 250 Atlas Street Mixed-Use- Office, Retail 1.4362 1 6 - 8,775 267,777 - 276,552 412,700 689,252 - - 971
Subtotal- Baltimore Sun Parcels 27.1912 17 6-31 4,241,300 176,775 1,782,613 117,495 6,318,183 3,056,650 9,374,833 4,241 235 7,854
80F 24-06-1053-012F E11 301 E. Cromwell Street Mixed-Use- Office, Retail 0.4080 1 10 - 12,300 89,670 - 101,970 - 101,970 - - -
80G 24-06-1053-012G E11 301 E. Cromwell Street Mixed-Use- Office, Retail 0.1510
Subtotal- 301 E. Cromwell Street Parcels 0.5590 1 10 - 12,300 89,670 - 101,970 - 101,970 - - -
A-11

25A 24-06-1053-010B - 2601 Port Covington Dr. UA HQ Campus- Office 22.3780 N/A N/A - - 2,000,000 2,000,000 1,500,000 3,500,000 5,000
25B 24-06-1053-010F - 2601 Port Covington Dr. UA HQ Campus- Office 4.3160
25C 24-06-1053-010G - 2601 Port Covington Dr. UA HQ Campus- Office 3.0210
25D 24-06-1053-010H - 2601 Port Covington Dr. UA HQ Campus- Riparian Rights 8.7310
25G 24-06-1053-010K E10A-E10B 2601 Port Covington Dr. East End Waterfront 1.9410 2 1 - 16,000 - - 16,000 - 16,000
Subtotal- UA Port Covington Holdings Parcels 40.3870 2 1 - 16,000 2,000,000 - 2,016,000 1,500,000 3,516,000 5,000
Totals 71.4232 22 1 - 31 4,444,755 225,935 3,872,283 117,495 8,660,468 4,625,618 13,286,086 4,455 235 13,016

MR. JEFF WILKE
NOVEMBER 17, 2020
Baltimore Sun Parcels: The Baltimore Sun Parcels includes 27.19 acres +/- of vacant land located north, northeast,
west and south of The Baltimore Sun printing and distribution facility. The Baltimore Sun leases the 402,000 square
foot building from the developer, which acquired the in 2014. The Baltimore Sun building is located adjacent to the
proposed Chapter 1B development. The building was completed in 1990 and is considered an interim use pending
redevelopment as part of the Port Covington development. The Baltimore Sun building is included in the Developed
Parcels list as will be discussed.
For analysis purposes, the developer provided an alternative Master Development Plan assuming The Baltimore
Sun facility remains. The alternative Master Plan presented in this report proposes 15 mixed-use buildings, including
10 apartment buildings with a capacity of up to 4,241 units, four office buildings with 1,064,010 square feet (gross
building area), street-level retail space improved in each of the buildings totaling 138,000 square feet, and one 235-
key hotel. The Master Plan envisions buildings up to 31-stories in height located toward the northern side of the
site, decreasing in size to 8 stories for buildings located proximate to the waterfront along the southern end of the
site. The Baltimore Sun Parcels will be developed in future phases after the Chapter 1B Parcels are completed and
stabilized, which is forecast over the next 20 years.
301 E. Cromwell Street Parcels: The 301 E. Cromwell Street Parcels includes two contiguous parcels of land
totaling 0.559 acres of land area along the waterfront, fronting the south side of E. Cromwell Street, and located
directly west of the existing Rye Street Tavern restaurant. The Port Covington Master Plan reflects this site improved
with one 10-story mixed-use building with 12,300 square feet of street-level retail space and 89,670 square feet of
office space. The south side of the building will front a public promenade and community pier along the waterfront.
UA Port Covington Holdings Parcels: The UA Port Covington Holdings Parcels (Undeveloped Parcels) consists of
about 40.39 acres of land area (31.6 acres of fast land), which are part of the proposed Under Armour (UA) global
headquarters campus site. The site was a former rail yard that was redeveloped as a power center anchored by
Walmart and Sam’s Club in 2002. Sam’s Club vacated the property in 2008 and Walmart vacated in 2016. Under
Armour acquired the 67 acre site (58.2 acres +/- of fast land) in 2014 to be utilized as their global headquarters. At
the time of the acquisition, Under Armour was a fast growing sports apparel company that had nearly reached its
capacity at their existing headquarters known as Tide Point located in the nearby community of Locust Point in
South Baltimore. After acquiring the site, Under Armour converted the former Sam’s Club and Walmart stores for
office and research and development space as interim uses pending future development of its global headquarters.
These buildings are listed as Redevelopment Parcels and Developed Parcels as presented in the following section.
The Port Covington Development District includes the Under Armour global headquarters site proposed for about
3.9 million square feet of development. Under Armour submitted plans for its Port Covington global headquarters
to Baltimore City planners in 2016, which included 2,928,500 gross square feet of office space, 529,000 square
feet of amenity space, 100,000 square feet of manufacturing space, 331,875 square feet of service space and a
5,000-space parking garage. The proposed office space included three “tall and slender” office towers with a height
up to 450 feet each. The proposed amenity space included two large recreational facilities, including an athletic
field house with indoor practice facilities, located adjacent to a manmade lake, and a 5,000-seat outdoor stadium
at the southern tip of the property, with a capacity to grow to 12,000 seats.
The proposed Under Armour Global Headquarters site benefits from superior waterfront views, as well as a zoning
classification (PC-4) as compared to other areas of the Port Covington Development District, which allows for
greater flexibility and project density. The Zoning classification and approved Planned Unit Development (PUD)
ordinance does not specify density limits, but provides a master plan and conceptual density. Under Armour
submitted plans for Phase 1 of the project in 2016, which included a 1,500-space parking garage, with capacity to
expand to 5,000 spaces in the future, and a 506,000 square foot office tower referred to as the Headquarters
Building. The project had been approved by Baltimore City’s Urban Design and Architectural Advisory Panel, but
had not been approved by the Planning Commission at the time the project was put on hold.
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MR. JEFF WILKE
NOVEMBER 17, 2020
The proposed Under Armour global headquarters project has been on hold as Under Armour has recently
undergone reorganization. In addition, the recent COVID-19 global pandemic has negatively impacted Under
Armour, as it has the entire retail industry, as will be discussed in this report. Under Armour has not indicated a
timetable for the proposed headquarters development. Based on our analysis presented herein, we have assumed
the project will remain on hold in the near-term, and not begin until after the Chapter 1B project is completed and
stabilized. We have valued the Undeveloped Parcels within the proposed Under Armour’s global headquarters
campus assuming prospective future development of the site as a corporate office campus over the next 20 years.
Under Armour reported that the proposed development would support up to 10,000 employees at full buildout
should the project come to fruition, which would be a primary demand generator for apartments and retail uses
within the adjacent Port Covington Development. Based on review of the Under Armour Master Plan and
discussions market participants, we have assumed the subject’s Undeveloped Parcels could accommodate up to
two million gross square feet of office space with supporting parking, and additional office and other proposed uses
improved on the remaining parcels. In addition, a parcel located at the northeastern section of the site (STV Map
26G) is proposed for development of two small 8,000 square foot retail buildings fronting East Cromwell Street
(E10A-E10B) as reflected on the Port Covington Master Development Plan, which we included in the analysis.
Rendering of the proposed Under Armour Global Headquarter campus
Redevelopment Parcels: Based on the agreed-to Scope of Work as outlined in this report, we also provide a
summary of the latest assessed values as determined by the Maryland Department of Assessments and Taxation
of the private property designated as “Redevelopment Parcels” and “Developed Parcels” within the Port Covington
Special Taxing District. The assessed values are listed in tables presented on the following page. Redevelopment
Parcels includes the former AFP warehouse, the former Walmart store now used by Under Armour, seven single-
family rowhomes, the former Schuster Concrete warehouse facility and a parcel to be improved with a waterfront
promenade and pier amenity. The total assessed value of redevelopment parcels equates to $34,886,700 as
reflected by the exhibit on the following page.
Developed Parcels: A description of the existing developed parcels within Port Covington are discussed within the
Local Area Analysis section of this report, which includes the adaptive reuse of the City Garage building, Nick’s
Seafood Restaurant, Under Armour Building 37, the Rye Street Tavern and adjacent common area courtyard and
future roadway parcels. The total assessed value for the Developed Parcels equates to $91,840,000.
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MR. JEFF WILKE
NOVEMBER 17, 2020
PORT COVINGTON SPECIAL TAXING DISTRICT - REDEVELOPMENT PARCELS (ASSESSED VALUES)

Account Identifier Year Total
STV Ward-Section- Land Land Assessed Built/ Assessed Assessed Assessed
Map # Block- Lot(s) Property Address As Is Description Area SF Area AC GBA SF Renov. Land Value Improv. Value Value** Owner Name
13 23-10-1055-001 250 W. Dickman Street AFP Site- Warehouse 457,336 10.4990 43,260 1966 $5,249,500 $832,700 $6,082,200 120-250 W. Dickman Street, LLC
25F 24-06-1053-010J 2601 Port Covington Dr. UA Land Unit 6- Walmart 810,260 18.6010 143,040 2002 $5,580,300 $9,419,700 $15,000,000 UA Port Covington Holdings, LLC
34 23-10-1040-001 200 W. McComas Street Doggie Daycare 28,367 0.6512 13,370 1960 $3,545,800 $1,497,000 $5,042,800 200 West McComas Street, LLC
38 23-10-1050-009 201 McComas Street Rowhouse 1,133 0.0260 1,530 1900 $30,000 $110,500 $140,500 West McComas Street Homes, LLC
45 23-10-1050-016 2101 Race Street Schuster Concrete- Warehouse 109,423 2.5120 97,097 1920 $6,013,400 $427,000 $6,440,400 McComas Street 151, LLC
37 23-10-1050-007 151 W. McComas Street Schuster Concrete- Loading Area 13,440 0.3085 - - $739,200 $4,200 $743,400 McComas Street 151, LLC
80B 23-10-1053-012B 301 E. Cromwell St. Waterside Walkway- Pier 68,868 1.5810 - - $654,300 $0 $654,300 301 East Cromwell Street, LLC
TOTAL- REDEVELOPMENT PARCELS (ASSESSED VALUE) 1,495,627 34.3349 306,717 $21,992,500 $12,894,200 $34,886,700
PORT COVINGTON SPECIAL TAXING DISTRICT - DEVELOPED PARCELS (ASSESSED VALUES)

STV Ward-Section-Block- Land Land Assessed Built/ Assessed Assessed Assessed
Map # Lot(s) Property Address As Is Description Area SF Area AC GBA SF Renov. Land Value Improv. Value Value** Owner Name
1 23-10-1060-001 101 W. Dickman Street City Garage- Flex- Manufacturing 295,092 6.7744 141,036 2015 $1,693,500 $9,306,500 $11,000,000 Dickman Property Investments, LLC
A-14
16 23-10-1078-002 2600 Insulator Drive Nick's Seafood- Restaurant 83,524 1.9174 4,623 1985 $4,000,000 $800,000 $4,800,000 2600 Insulator Drive, LLC
25E 24-06-1053-010I 2601 Port Covington Drive UA Land Unit 5- Building 37 348,916 8.0100 130,210 2002 $5,607,000 $36,033,800 $41,640,800 UA Port Covington Holdings, LLC
80 24-06-1053-012 301 E. Cromwell St.- LU1 Land Unit 1- Distillery 63,554 1.4590 49,888 2017 $603,700 $6,978,800 $7,582,500 Sagamore Whiskey Properties, LLC
80A 24-06-1053-012A 13 Rye Street Land Unit 2- Rye Street Tavern 8,289 0.1903 12,966 2017 $414,400 $2,933,000 $3,347,400 301 East Cromwell Street, LLC
80C 24-06-1053-012C 301 E. Cromwell Street Land Unit 4- Courtyard 39,857 0.9150 - 2017 $378,700 $0 $378,700 301 East Cromwell Street, LLC
80E 24-06-1053-012E 301 E. Cromwell Street Land Unit 6- Parking/ Roadway 8,059 0.1850 - - $76,700 $0 $76,700 Interim-E10 LLC
81* 23-06-1053-001 301 E. Cromwell Street Baltimore Sun Building 825,723 18.9560 256,033 1990 $4,739,000 $18,274,900 $23,013,900 300 East Cromwell Street, LLC
TOTAL- DEVELOPED PARCELS (ASSESSED VALUE) 1,673,014 38.4071 594,756 $17,513,000 $74,327,000 $91,840,000
* Parcel To be subdivided ** Last Assessed 1/1/2018

MR. JEFF WILKE
NOVEMBER 17, 2020
Markey Study Overview: The following is an overview of the Baltimore region, the local area and market
fundamentals for each of the subject’s proposed project components.
Baltimore Regional Summary: Baltimore’s mature economy continued its expansion path as strong port activity,
coupled with healthy wage gains, continue to spark economic growth through early 2020, prior to the impact of the
COVID-19 pandemic. The region’s Gross Metro Product grew 1.4% in 2019, driving an overall nonfarm employment
growth rate of 1.2%. Overall, the Baltimore CBSA’s Gross Metro Product is projected to increase at a compound
annual growth rate of 2.7% over the next five years, adjusted for near-term economic impacts of the COVID-19
global pandemic. Rising industries like cyber-security, medical research and distribution have shown success in
economic and private sector growth recently. The historically strong industries like financial activities, professional
and business services, transportation and warehousing, and education and health services continue to drive long-
term growth in the private sector.
Local Area Conclusions: The subject is located within the planned urban development of Port Covington, just south
of Interstate 95 in South Baltimore. The local area is a densely developed urban area improved with a mix of
commercial, residential and institutional facilities. The local area is undergoing urban renewal, with older obsolete
buildings being renovated or redeveloped for commercial and residential uses. The local area benefits by excellent
transportation linkages including major traffic arteries and public transportation that connects the local area to the
surrounding metropolitan area. Recent revitalization of the urban core has attracted new employers, as well as
young professionals and empty-nesters back to the city, stabilizing the population and households as will be
discussed in the following market analysis section. The near and long term outlook for the local area is for
substantial growth as revitalization continues. The long-term outlook for the subject’s locale should remain desirable
to market participants.
Apartment Market Analysis Summary: The subject’s Baltimore City apartment market has historically experienced
stabilized vacancy rates and increased rental rates supported by apartment demand generators including college
students, young families and workers, empty nesters and retirees. The recent increase in vacancy is reflective of
new deliveries. Vacancy is expected to stabilize as new inventory is leased in the near-term. REIS is projecting a
steady decline in the vacancy rate to stabilized levels within the next five years once the current pipeline of new
projects are delivered and stabilized. Nonetheless, there is some near-term supply risks until recently delivered
projects and apartment projects under construction are delivered and stabilize within the next three years. In
addition, it is anticipated that the COVID-19 pandemic may slow leasing demand over the next three to six months,
or until.
Hotel/ Short-Term Apartment Rental Market Analysis Conclusions: The survey data presented on the following
pages indicates the regional lodging market had continued to stabilize prior through early 2020 prior to the COVID-
19 pandemic, after declines in occupancy and ADR in 2015 and 2016. Based on discussions with market
participants and local area planners, the amount of monies invested recently by the federal government in
infrastructure, as well as the expansion and continued investment in the nearby Bayview Hospital complex, bode
well for future demand for lodging facilities in the subject’s immediate market once the region recovers from the
COVID-19 pandemic. Each of the primary market demand segments for transient accommodations in the subject’s
market remain positive including commercial demand, meeting and group, and leisure due in part to the strength of
the local economy and regional attractions. The subject should also benefit from the limited supply of comparable
short-term rental and extended-stay facilities in the subject’s immediate market.
Subject Property Competitive Market Position- Office Space: Port Covington is considered a periphery submarket
southeast of the central business district. The location is proximate to major thoroughfares including Interstate 95.
Primary office demand generators in the subject’s immediate market include educational and medical-related
companies, government agencies, government contractors, financial service firms and other professional service
firms. As discussed, three cyber-security firms have pre-leased space in the project, which is a primary demand
A-15
MR. JEFF WILKE
NOVEMBER 17, 2020
generator for office space in the region due to the location of the U.S. Cyber Command, the National Security
Agency (NSA) and Defense Information Systems Agency at Fort Meade located about 13 miles southwest of the
subject, which direct access to Port Covington from MD Route 295- the Baltimore Washington Parkway.
The subject’s Southeast office submarket contains about 3.8 million square feet and reflects a stabilized overall
vacancy rate of 5.6 percent. The subject’s proposed office development will be located within a mixed-use
development offering on-site housing and shopping, restaurants and other amenities that are attractive to
prospective office tenants.
The developers proposed office development in Chapter 1B includes two mid-rise buildings totaling 404,299 square
feet, which will be competitive to other recently developed Class A office buildings in the subject’s market including
interior finish, amenities and floorplates. As will be discussed, the owner has pre-leased 39,595 square feet of office
space to three tenants cyber-security tenants. The rental rates achieved are the highest in the market over $40.00
per square foot on an equivalent full service- net of electric basis, demonstrating demand for subject’s location and
proposed improvements.
The property also benefits from its proximity to various institutional facilities, which are primary demand generators
for office space in the subject’s market including The Johns Hopkins Bayview Medical Center. Based on the
subject’s locational characteristics, proposed building quality, the subject is considered to have a good competitive
market position upon completion.
Retail Market Analysis Conclusions: Overall, the local retail market area is considered well-established, stabilized
and in strong demand by national, regional and local area retailers as evidenced by the subject’s current leasing
activity. Baltimore Regional Retail market fundamentals have improved over the past year. Vacancy is forecast to
improve over the next five years due in part of limited new supply and increased demand. Average asking rental
rates are forecast to reflect stable increases as the market improves over the next five years. Competitive properties
are generally well maintained and have high occupancy rates. Generally, the subject’s proposed anchor tenant
alignment upon completion is typical for comparable projects. As such we believe the property will serve a market
encompassing a radius of one to three miles. Over the next five years, both the population and number of
households in the subject’s trade area are projected to remain stable. The subject has very good accessibility via
the regional Interstate network and local arterials that provide linkages throughout the Baltimore CBSA. Based on
our analysis we concluded that the subject will be well positioned within its market area and the prospect for net
appreciation in real estate values is expected to be good. The area will continue to be a viable retail location and
desirable to market participants. The subject property should capture its fair share of market demand to support its
proposed retail use and achieve stabilized occupancy assuming aggressive marketing and management of the
property once the COVID-19 pandemic has stabilized.
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MR. JEFF WILKE
NOVEMBER 17, 2020
Value Conclusions: As requested, we provide market value opinions of the subject property As-Is (land value),
upon completion of Public Improvements (land value), and upon completion and stabilization of the proposed
development within Chapter 1B. We valued the Undeveloped Parcels (future chapters) based on forecast land
uses, with consideration of the Port Covington Master Development Plan and Under Armour’s Planned Unit
Development. Due to the unique nature of the proposed developments, we base the future chapters’ valuation on
the land value as determined herein for Chapter 1B. This is deemed appropriate as the Chapter 1B land value
includes consideration of the benefits of the TIF and various tax credits as well as entrepreneurial incentive. We
also estimated a reasonable development timeline and discounted the future land values at a rate commensurate
with the risk and costs for each proposed project within the Port Covington Development District.
The commercial real estate market has historically been driven by investor demand and strong liquidity. Asset
values can change in short periods of time if either of these two factors, often in conjunction with many others,
change significantly. While Cushman & Wakefield is closely monitoring the latest developments resulting from the
COVID-19 pandemic, the reader is cautioned to consider that values and forecast incomes are likely to change
more rapidly and significantly than during standard market conditions. Furthermore, the reader should be cautioned
and reminded that any conclusions presented in this appraisal report apply only as of the effective date of value.
The appraiser makes no representation as to the effect on the subject property of this event, or any event,
subsequent to the effective date of the appraisal.
Based on the agreed-to Scope of Work as outlined in this report, the following value opinions were determined:
Market Value Conclusions
Real Property Value

Appraisal Premise Interest Date of Value Conclusion
TO BE DEVELOPED PARCELS
Market Value As-Is- To Be Developed Parcels- Chapter 1B Fee Simple June 1, 2020 $53,350,000
Market Value As-Is- Undeveloped Parcels (Aggregate) Fee Simple June 1, 2020 $102,400,000
Market Value As-Is- To Be Developed and Undeveloped Parcels Fee Simple June 1, 2020 $155,750,000
Prospective Market Value: Assuming upon completion of Public Improvements

Prospective Market Value- To Be Developed Parcels- Chapter 1B Fee Simple April 30, 2022 $53,350,000
Prospective Market Value- Undeveloped Parcels (Aggregate) Fee Simple April 30, 2022 $133,250,000
Prospective Market Value- To Be Developed and Undeveloped Parcels Fee Simple April 30, 2022 $186,600,000
Prospective Market Value Upon Completion and Stabilization: Assuming upon completion of Public Improvements as well as
upon completion and stabilization of the To Be Developed Parcels
Prospective Market Value (E1) Leased Fee September 30, 2023 $81,100,000
Prospective Market Value (E1B - Garage) Leased Fee September 30, 2023 $32,250,000
Prospective Market Value (E5A) Leased Fee September 30, 2023 $114,800,000
Prospective Market Value (E5B) Leased Fee September 30, 2023 $62,350,000
Prospective Market Value- To Be Developed Parcels- Chapter 1B (Aggregate) Leased Fee September 30, 2023 $553,700,000
Prospective Market Value- Undeveloped Parcels (Aggregate) Fee Simple September 30, 2023 $161,900,000
Prospective Market Value- To Be Developed and Undeveloped Parcels Leased Fee September 30, 2023 $715,600,000
A-17
MR. JEFF WILKE
NOVEMBER 17, 2020
In addition, the Client has requested two hypothetical value opinions as follows:
Hypothetical Value Conclusions
Real Property Value

Hypothetical Value 1: Assuming completion of Public Improvements as of the date of appraisal

Hypothetical Value- To Be Developed and Undeveloped Parcels Fee Simple June 1, 2020 $173,100,000
Hypothetical Value 2: Value of Undeveloped Parcels (excluding To Be Developed Parcels) assuming completion of Public Improvements
as of the date of appraisal
Hypothetical Value- Undeveloped Parcels Fee Simple June 1, 2020 $123,600,000
The following is a summary of the aggregate Assessed Values of the Redevelopment Parcels and Developed
Parcels determined by the Maryland Department of Assessment and Taxation as previously presented:
Assessed Values Summary
Real Property Date of Last Assessment

Assessed Values Interest Assessment Conclusion
Assessed Value- Redevelopment Parcels (Aggregate) Fee Simple January 1, 2018 $34,886,700
Assessed Value- Developed Parcels (Aggregate) Fee Simple January 1, 2018 $91,840,000
Assessed Value- Redevelopment and Developed Parcels (Aggregate) Fee Simple January 1, 2018 $126,726,700
Extraordinary Assumptions
For a definition of Extraordinary Assumptions please see the Glossary of Terms & Definitions. The use of
extraordinary assumptions, if any, might have affected the assignment results.
The prospective market value opinions presented in this report are based upon market participant attitudes and
perceptions existing as of the effective date of our appraisal (June 1, 2020), and assumes the subject's proposed
project components are completed and achieve stabilization as of our forecast prospective dates. We assume no
material change in the physical characteristics and condition of the subject property, or in overall market conditions
between the effective date of Value As-Is and the forecast prospective dates of value, except for those identified
within this report.
We assume that the project will be completed within the timeframes, for the costs and in the manner presented in
this report. If the scope of construction and timing substantially changes from that represented by ownership and
presented herein, the value conclusions may change.
We assume approved Tax Increment Financing (TIF) through the issuance of public bonds will adequately fund
public infrastructure (roads, utilities, etc.) needed to support the subject's proposed development. We assume
future real estate taxes upon completion and stabilization of the proposed improvements will adequately fund the
TIF debt service over the analysis period.
We assume 81 units of the proposed 121-unit apartment component of Parcel E5B will be operated as a short-term
rental facility by a third-party operator. For purposes of this appraisal, we assume the management agreement, or
partnership in lieu of a lease structure with the third-party operator, is completed for the terms as described by the
developer and presented in this appraisal.
The owner reports they are entitled to Enterprise Zone Tax Credits from Baltimore City and Brownfield Property
Tax Credits from the State of Maryland. The owner believes they will be successful in securing the tax credits.
Eligibility for the Enterprise Zone Tax Credits and Brownfield Property Tax Credits is expected by the time the
project components are completed. Based on our analysis, it appears reasonable to assume the developer will
receive the tax credits, which we have included in the valuation of the subject property (Chapter 1B).
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MR. JEFF WILKE
NOVEMBER 17, 2020
Hypothetical Conditions
For a definition of Hypothetical Conditions please see the Glossary of Terms & Definitions. The use of hypothetical
conditions, if any, might have affected the assignment results.
The hypothetical market value of the Property as of the date of the appraisal (June 1, 2020) assumes completion
of the Public Improvements.
The hypothetical market value of the Property, excluding the To Be Developed Parcels (Chapter 1B), as of the date
of the appraisal (June 1, 2020) assumes completion of the Public Improvements.
This letter is invalid as an opinion of value if detached from the report, which contains the text, exhibits, and
Addenda.
Respectfully submitted,
David J. Masters, MAI, FRICS

Executive Director, Valuation & Advisory
MD Certified General Appraiser
License No. 1512
david.masters@cushwake.com
(410) 752-4285 Office Direct
A-19
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY TABLE OF CONTENTS
Table of Contents
Summary of Salient Facts and Conclusions ............................................................................................................ 22
Property Photographs .............................................................................................................................................. 32
Scope of Work .......................................................................................................................................................... 39
Overview .............................................................................................................................................................. 39
Report Option Description .................................................................................................................................... 40
Identification of Property ...................................................................................................................................... 40
Property Ownership and Recent History.............................................................................................................. 43
Dates of Inspection and Valuation ....................................................................................................................... 44
Client, Intended Use and Users of the Appraisal ................................................................................................. 45
Regional Analysis..................................................................................................................................................... 49
Baltimore Regional Overview ............................................................................................................................... 50
Local Area Analysis.................................................................................................................................................. 61
Market Study ............................................................................................................................................................ 78
Apartment Market Analysis- National Overview................................................................................................... 78
Apartment Market Analysis- Baltimore Regional Overview ................................................................................. 87
Competitive Apartment Properties Overview ....................................................................................................... 94
Short-Term Apartment Rental Market / Hotel/ Extended-Stay Market................................................................. 99
National Hotel/ Extended-Stay Industry Overview ............................................................................................... 99
Local Hotel/ Extended-Stay Market Demand Generators .................................................................................. 107
Office Market Analysis- National Overview ........................................................................................................ 115
Office Market Analysis- Baltimore Regional Overview ...................................................................................... 123
Retail Market Analysis........................................................................................................................................ 133
Retail Market Analysis- National Overview ........................................................................................................ 133
Retail Market Analysis- Baltimore Regional Overview ....................................................................................... 151
Retail Trade Area Overview ............................................................................................................................... 157
National Supermarket Industry Overview .......................................................................................................... 159
Demographic Profile........................................................................................................................................... 170
Parking Market Analysis..................................................................................................................................... 177
Property Analysis ................................................................................................................................................... 190
Site Description .................................................................................................................................................. 190
Improvements Description (Proposed Phase 1- Chapter 1B)................................................................................ 208
Improvements Description – Parcel E1 (Proposed) ........................................................................................... 210
Improvements Description – Parcel E5A (Proposed) ........................................................................................ 217
Improvements Description – Parcel E5B (Proposed) ........................................................................................ 223
Real Property Taxes And Assessments ............................................................................................................ 241
Tax Credits ......................................................................................................................................................... 253
Zoning ................................................................................................................................................................ 269
Valuation ................................................................................................................................................................ 271
Highest and Best Use ........................................................................................................................................ 271
Valuation Process .............................................................................................................................................. 273
Land Valuation ................................................................................................................................................... 274
Public Infrastructure Costs - TIF ........................................................................................................................ 274
Land Valuation – To Be Developed Parcels (Chapter 1B) ................................................................................ 276
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY TABLE OF CONTENTS
Land Valuation – Apartment Land ..................................................................................................................... 277

Land Valuation – Retail Land ............................................................................................................................. 287
Land Valuation – Office Land ............................................................................................................................. 293
Land Value Summary – To Be Developed Parcels (Chapter 1B) ...................................................................... 298
Land Valuation – Hotel Land .............................................................................................................................. 300
Land Valuation- Undeveloped Parcels ............................................................................................................... 305
Land Value Summary – Undeveloped Parcels .................................................................................................. 310
Hypothetical Value Conclusions......................................................................................................................... 310
Cost Approach ................................................................................................................................................... 311
Cost Approach- Parcel E1.................................................................................................................................. 313
Cost Approach- Parcel E1B (Garage) ................................................................................................................ 318
Cost Approach- Parcel E5A ............................................................................................................................... 322
Cost Approach- Parcel E5B ............................................................................................................................... 326
Sales Comparison Approach- Apartments......................................................................................................... 338
Sales Comparison Approach- Office Buildings .................................................................................................. 348
Sales Comparison Approach- Garage (E1B) ..................................................................................................... 356
Income Capitalization Approach ........................................................................................................................ 362
Income Capitalization Approach- Apartments/ Retail (Parcels E1/ E5B/ E6) .................................................... 363
Investment Considerations................................................................................................................................. 397
Income Capitalization Approach- Office/ Retail (Parcels E5A/ E7).................................................................... 413
Income Capitalization Approach- Parking Garage (Parcel E1B) ....................................................................... 435
Reconciliation and Final Value Opinion ............................................................................................................. 446
Extraordinary Assumptions ................................................................................................................................ 453
Hypothetical Conditions ..................................................................................................................................... 453
Assumptions and Limiting Conditions ................................................................................................................ 454
Certification ........................................................................................................................................................ 456
Addenda Contents ................................................................................................................................................. 457
A-21
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SUMMARY OF SALIENT FACTS AND CONCLUSIONS
Summary of Salient Facts and Conclusions

BASIC INFORMATION
Common Property Name: Port Covington Special Taxing District- Private Property
Address (see accompanying tables for Situated on the Middle Branch of the Patapsco River
individual parcel addresses): Baltimore, Maryland 21230
SITE INFORMATION
Land Area: Square Feet Acres
To Be Developed Parcels (Chapter 1B): 375,666 8.62
Undeveloped Parcels: 3,111,194 71.42
Redevelopment Parcels: 1,495,627 34.33
Developed Parcels: 1,673,014 38.41
Total Land Area: 6,655,501 152.79
Site Shape: Irregularly shaped
Site Topography: Level at street grade
Frontage: Good
Site Utility: Good
Flood Zone Status:
Flood Zone: X
Flood Map Number: 240087-0025F
Flood Map Date: April 2, 2014
BUILDING INFORMATION (UPON COMPLETION - CHAPTER 1B)

Type of Property: Mixed-Use
Sub Type: Mid/High-Rise
Building Area:
Number of Units: 537 Units
Gross Building Area: 1,533,683 SF
Gross Building Area (Excluding Garage): 1,142,080 SF
Net Rentable Area (Excluding Garage): 945,305 SF
Number of Buildings: Eight
Number of Stories: 2 to 8
Quality: Excellent
Year Built: 2021 to 2022
Condition: Excellent (New Construction)
Parking:
Number of Parking Spaces: 1,045
Parking Type: Surface, Garage
MUNICIPAL INFORMATION
Assessment Information:
Assessing Authority: Baltimore City
Assessor's Parcel Identification: See accompanying tables for individual parcel IDs
Zoning Information:
Municipality Governing Zoning: Baltimore City
Current Zoning: PC-1, PC-2, PC-3, PC-4 (Port Covington Development
District) - See accompanying tables for parcel zoning
Are proposed uses permitted?: Yes
HIGHEST & BEST USE

As Vacant:
A mixed-use development built to its maximum feasible building area, as demand warrants.
A-22
PORT COVINGTON SPECIAL TAXING DISTRICT - PRIVATE PROPERTY- PARCEL SUMMARY

Account Identifier Master
STV Ward-Section- Land Land Development
Map # Block- Lot(s) Property Address As Is Description Area SF Area AC Owner Name Zoning Plan Parcel(s)
TO BE DEVELOPED PARCELS IN SPECIAL TAXING DISTRICT (VACANT LAND)
81L 24-06-1053-1L 250 Atlas Street Baltimore Sun- East Land 140,482 3.2250 300 East Cromwell Street, LLC PC-2 E1/ E1B
81G* 24-06-1053-1G (partial) 150 Cromwell Street Baltimore Sun- East Land 47,848 1.0984 300 East Cromwell Street, LLC PC-2 E5A
81G* 24-06-1053-1G (partial) 2400 Anthem Street Baltimore Sun- East Land 43,423 0.9969 300 East Cromwell Street, LLC PC-2 E5B
81H 24-06-1053-1H 255 Atlas Street Baltimore Sun- East Land 65,682 1.5079 300 East Cromwell Street, LLC PC-2 E6
81I, 88, 80D 24-06-1053-1I, 19, 12D 301 Atlas Street Baltimore Sun- East Land 78,231 1.7959 300 East Cromwell Street, LLC PC-1, PC-2 E7
TOTAL- TO BE DEVELOPED PARCELS 375,666 8.6241
UNDEVELOPED PARCELS IN SPECIAL TAXING DISTRICT (VACANT LAND)
AFP Site
9 23-10-1058-005A 120 W. Dickman Street AFP Site- West End Land 55,452 1.2730 120-250 Dickman Street, LLC PC-3 W9
10 23-10-1058-005B N/s W. Dickman Street AFP Site- West End Land 21,127 0.4850 120-250 Dickman Street, LLC PC-3 W9
11 23-10-1058-005C N/s W. Dickman Street AFP Site- West End Land 12,807 0.2940 120-250 Dickman Street, LLC PC-3 W9
12 23-10-1058-001 150 W. Dickman Street AFP Site- West End Land 53,753 1.2340 120-250 Dickman Street, LLC PC-3 W9
Subtotal- AFP Site 143,138 3.2860
81* 24-06-1053-001 300 E. Cromwell Street Baltimore Sun- North Parcel - - 300 E. Cromwell Street, LLC PC-2 C3A
81A 24-06-1053-001A 200 E. Cromwell Street Baltimore Sun- West Fuel Station 253,911 5.8290 300 E. Cromwell Street, LLC PC-2 C1B, C2B, C3B,
81B 24-06-1053-001B 100 E. Cromwell Street Baltimore Sun- West Land Bay 619,989 14.2330 300 E. Cromwell Street, LLC PC-2 C6, C7, C8A,
A-23
46B 24-06-1053-001C N/s E. Cromwell Street Baltimore Sun- West Land Bay 1,394 0.0320 300 E. Cromwell Street, LLC PC-2 C11, C12, C13,
46C 24-06-1053-001D N/s E. Cromwell Street Baltimore Sun- West Land Bay 1,220 0.0280 300 E. Cromwell Street, LLC PC-2 C16, C17
19 24-06-1053-009A E/s Hanover Street Baltimore Sun- West Knuckle 33,846 0.7770 300 E. Cromwell Street, LLC PC-2
81E 24-06-1053-001E N/s E. Cromwell Street Baltimore Sun- South Parcel 39,378 0.9040 300 E. Cromwell Street, LLC PC-2 -
81F 24-06-1053-001F 2400 Banner Street Baltimore Sun- East (Plaza) 78,408 1.8000 300 E. Cromwell Street, LLC PC-2 -
81J 24-06-1053-001J 400 Atlas Street Baltimore Sun- East (E3) 65,253 1.4980 300 E. Cromwell Street, LLC PC-2 E3
81K 24-06-1053-001K 300 Atlas Street Baltimore Sun- East (Triangle Park) 28,488 0.6540 300 E. Cromwell Street, LLC PC-2 -
81L* 24-06-1053-001L 250 Atlas Street Baltimore Sun- East (North Area) 62,560 1.4362 300 E. Cromwell Street, LLC PC-2 E2
Subtotal- Baltimore Sun Parcels 1,184,448 27.1912
80F 24-06-1053-012F 301 E. Cromwell Street East End- Waterfront 17,772 0.4080 301 E. Cromwell Street, LLC PC-2 E11
80G 24-06-1053-012G 301 E. Cromwell Street East End- Waterfront 6,578 0.1510 301 E. Cromwell Street, LLC PC-2 E11
Subtotal- 301 E. Cromwell Street Parcels 24,350 0.5590
25A 24-06-1053-010B 2601 Port Covington Dr. Land Unit 1- Land Area 974,786 22.3780 UA Port Covington Holdings, LLC PC-4 -
25B 24-06-1053-010F 2601 Port Covington Dr. Land Unit 2- North Entrance 188,005 4.3160 UA Port Covington Holdings, LLC PC-4 -
25C 24-06-1053-010G 2601 Port Covington Dr. Land Unit 3- North Lot 131,595 3.0210 UA Port Covington Holdings, LLC PC-4 -
25D 24-06-1053-010H 2601 Port Covington Dr. Land Unit 4- Waterfront 380,322 8.7310 UA Port Covington Holdings, LLC PC-4 -
25G 24-06-1053-010K 2601 Port Covington Dr. Land Unit 7- Knuckle 84,550 1.9410 UA Port Covington Holdings, LLC PC-4 E10A-E10B
Subtotal- UA Port Covington Holdings Parcels 1,759,258 40.3870
TOTAL UNDEVELOPED PARCELS 3,111,194 71.4232

PORT COVINGTON SPECIAL TAXING DISTRICT - PRIVATE PROPERTY- PARCEL SUMMARY

Account Identifier Year
STV Ward-Section- Land Land Assessed Built/ Master Development Plan
Map # Block- Lot(s) Property Address As Is Description Area SF Area AC GBA SF Renov. Owner Name Zoning Parcel(s)
REDEVELOPMENT PARCELS
13 23-10-1055-001 250 W. Dickman Street AFP Site- Warehouse 457,336 10.4990 43,260 1966 120-250 W. Dickman Street, LLC PC-3 West End- W6, W7, W8
25F 24-06-1053-010J 2601 Port Covington Dr. UA Land Unit 6- Walmart 810,260 18.6010 143,040 2002 UA Port Covington Holdings, LLC PC-4 Under Armour HQ Campus
34 23-10-1040-001 200 W. McComas Street Doggie Daycare 28,367 0.6512 13,370 1960 200 West McComas Street, LLC PC-3 West End- Part of W2A
38 23-10-1050-009 201 McComas Street Rowhouse 1,133 0.0260 1,530 1900 West McComas Street Homes, LLC PC-3 West End- Part of W4A
45 23-10-1050-016 2101 Race Street Schuster Concrete- Warehouse 109,423 2.5120 97,097 1920 McComas Street 151, LLC PC-3 West End- Part of W4A-W4B
37 23-10-1053-007 151 W. McComas Street Schuster Concrete- Loading Area 13,440 0.3085 - - McComas Street 151, LLC PC-3 West End- Part of W4A-W4B
80B 23-10-1053-012B 301 E. Cromwell St. Waterside Walkway- Pier 68,868 1.5810 - - 301 East Cromwell Street, LLC PC-1 East Side
TOTAL- REDEVELOPMENT PARCELS 1,495,627 34.3349 306,717
DEVELOPED PARCELS IN SPECIAL TAX DISTRICT

1 23-10-1060-001 101 W. Dickman Street City Garage- Flex- Manufacturing 295,092 6.7744 141,036 2015 Dickman Property Investments, LLC PC-3 West End- W11A
16 23-10-1078-002 2600 Insulator Drive Nick's Seafood- Restaurant 83,524 1.9174 4,623 1985 2600 Insulator Drive, LLC PC-3 Central- C19
25E 24-06-1053-010I 2601 Port Covington Drive UA Land Unit 5- Building 37 348,916 8.0100 130,210 2002 UA Port Covington Holdings, LLC PC-4 Under Armour HQ Campus
A-24
80 24-06-1053-012 301 E. Cromwell St.- LU1 Land Unit 1- Distillery 63,554 1.4590 49,888 2017 Sagamore Whiskey Properties, LLC PC-1 East End- E13
80A 24-06-1053-012A 13 Rye Street Land Unit 2- Rye Street Tavern 8,289 0.1903 12,966 2017 301 East Cromwell Street, LLC PC-1 East End- E13
80C 24-06-1053-012C 301 E. Cromwell Street Land Unit 4- Courtyard 39,857 0.9150 - 2017 301 East Cromwell Street, LLC PC-1 Open space
80E 24-06-1053-012E 301 E. Cromwell Street Land Unit 6- Parking/ Roadway 8,059 0.1850 - - 301 East Cromwell Street, LLC PC-1 East End- E12
81* 23-06-1053-001 301 E. Cromwell Street Baltimore Sun Building 825,723 18.9560 256,033 1990 300 East Cromwell Street, LLC PC-2 Central- multiple buildings
TOTAL- DEVELOPED PARCELS 1,673,014 38.4071 594,756

PORT COVINGTON SPECIAL TAX DISTRICT

A-25

LAND VALUATION- TO BE DEVELOPED PARCELS (CHAPTER 1B)

Market Value Prospective Land Value Prospective Land Value
As-Is Upon Completion of Upon Completion &
No. of Units/ (Land Value) $ Per Unit / Public Improvements $ Per Unit / Stabilization $ Per Unit /
Value Date: GBA SF June 1, 2020 $ PSF GBA April 30, 2022 $ PSF GBA September 30, 2023 $ PSF GBA
Parcel E1 (Incl. E1B-Garage)
Land Value- Multifamily (Apts. Mixed-Income) 162 units $8,100,000 $50,000 / Unit $8,100,000 $50,000 / Unit $8,350,000 $51,543 / Unit
Land Value- Retail (Grocery, Inline) 40,403 sf $2,400,000 $59.40 psf $2,400,000 $59.40 psf $2,500,000 $61.88 psf
Total Land Value $10,500,000 $10,500,000 $10,850,000
Total Land Value Parcel E1 (Rounded) $10,500,000 $10,500,000 $10,850,000
Parcel E5A
Land Value- Office 211,739 sf $9,550,000 $45.10 psf $9,550,000 $45.10 psf $9,850,000 $46.52 psf
Land Value- Retail (Inline) 9,542 sf $550,000 $57.64 psf $550,000 $57.64 psf $600,000 $62.88 psf
Total Land Value $10,100,000 $10,100,000 $10,450,000
Total Land Value Parcel E5A (Rounded) $10,100,000 $10,100,000 $10,450,000
Parcel E5B
Land Value- Multifamily (Apts. Short-Term) 121 units $6,300,000 $52,066 / Unit $6,300,000 $52,066 / Unit $6,500,000 $53,719 / Unit
Total Land Value $6,650,000 $6,650,000 $6,850,000
A-26
Total Land Value Parcel E5B (Rounded) $6,650,000 $6,650,000 $6,850,000

Parcel E6
Land Value- Retail (Inline) 15,835 sf $950,000 $59.99 psf $950,000 $59.99 psf $1,000,000 $63.15 psf
Total Land Value $13,150,000 $13,150,000 $13,600,000
Parcel E7
Land Value- Retail (Inline, Fitness Center) 44,682 sf $2,700,000 $60.43 psf $2,700,000 $60.43 psf $2,750,000 $61.55 psf
Total Land Value $12,950,000 $12,950,000 $13,250,000
Total Land Value - To Be Developed Parcels (Chapter 1B) $53,350,000 $53,350,000 $55,000,000

LAND VALUATION- UNDEVELOPED PARCELS

Prospective Market Value Prospective Market Value
Market Value Upon Completion of Public Upon Stabilization of
Land Use Components/ As-Is Improvements Chapter 1B
Project Component As Is Assumptions June 1, 2020 April 30, 2022 September 30, 2023
Land Value- Apartments: $45,000 / Unit
Land Value- Retail: $60.00 psf GBA
Land Value- Office: $45.00 psf GBA
Land Value- Hotel: $20,000 / Key
Appreciation Rate/ Year: Yrs. 1-2: 0%, Yrs. 3+: 2.5%
Absorption Discount Rates: Years 1-5: 14.0%
Years 6-10: 14.5%
Years 11-15: 15.0%
Years 16-20: 15.5%
AFP Parcels (W9)

Apartments: 214 units
Retail: 20,860 sf
Absorption Period: 10 Years
Land Value- Apartments: $3,028,316 $3,923,346 $4,754,580
Land Value- Retail: $393,587 $509,913 $617,947
Total Land Value: $3,421,903 $4,433,259 $5,372,527
Rounded: $3,400,000 $4,450,000 $5,350,000
Apartments: 4,241 units
Retail: 176,775 sf
Office: 1,782,613 sf
Hotel: 235 keys
Absorption Period: Phased 6 to 20 years
Land Value- Retail: $2,577,354 $3,357,165 $4,084,869
Land Value- Office: $21,209,914 $27,619,171 $33,598,480
Land Value- Hotel: $1,477,994 $1,914,821 $2,320,511
Total Land Value: $72,806,535 $94,757,020 $115,226,126
Rounded: $72,800,000 $94,750,000 $115,250,000
Retail: 12,300 sf
Office: 89,670 sf
Total Land Value: $2,338,124 $3,029,166 $3,670,950
Rounded: $2,350,000 $3,050,000 $3,650,000
Land Value- Office $23,868,802 $31,007,245 $37,653,013
Total Land Value: $23,868,802 $31,007,245 $37,653,013
Rounded: $23,850,000 $31,000,000 $37,650,000
Total Land Value- Undeveloped Pacels: $102,400,000 $133,250,000 $161,900,000
A-27
VALUATION INDICES
Prospective Land Value Upon Prospective Market Value
Market Value As-Is Completion of Public Upon Stabilization
(Land Value) Improvements (Entire Chapter 1B Project)
Value Date: June 1, 2020 April 30, 2022 September 30, 2023
PARCEL E1 (Apartments- Mixed-Income, Retail)

Land Value- Sales Comparison Approach
Land Value- Multifamily (Apts. Mixed-Income): $8,100,000 $8,100,000 $8,350,000
Land Value- Retail (Grocery, Inline): $2,400,000 $2,400,000 $2,500,000
Total Land Value: $10,500,000 $10,500,000 $10,850,000
Land Value Adjusted for Parking Garage Allocation: $7,350,000 $7,350,000 $7,600,000
Note: about 30% of Total Parcel E1 Land Value is attributable to the parking garage
Cost Approach: N/A N/A $79,100,000

Sales Comparison Approach: N/A N/A $81,300,000
Income Capitalization Approach
Direct Capitalization Method N/A N/A
Net Operating Income (Stabilized Year): $3,146,183
Overall Capitalization Rate: 4.25%
Preliminary Value: $74,027,841
PLUS: Present Value of Remaining Tax Credits $6,800,000
Indicated Value (Rounded): $80,850,000
Yield Capitalization N/A N/A
Projection Period: 11 Years
Holding Period: 10 Years
Terminal Capitalization Rate: 4.75%
Internal Rate of Return: 6.00%
Income Capitalization Approach: N/A N/A $81,100,000
VALUE CONCLUSIONS (PARCEL E1) $7,350,000 $7,350,000 $81,100,000
PARCEL E1B- Garage (1,023 spaces)

Land Value- Sales Comparison Approach: $3,150,000 $3,150,000 $3,250,000
VALUE CONCLUSIONS (PARCEL E1B- Garage) $3,150,000 $3,150,000 $32,250,000
A-28
VALUATION INDICES
PARCEL E5A
Land Value- Retail (Inline) $550,000 $550,000 $600,000
PLUS: Present Value of Remaining Tax Credits: $9,900,000
VALUE CONCLUSIONS (PARCEL E5A): $10,100,000 $10,100,000 $114,800,000
PARCEL E5B
Land Value- Multifamily (Apts. Short-Term) $6,300,000 $6,300,000 $6,500,000
Yield Capitalization
VALUE CONCLUSIONS (PARCEL E5B): $6,650,000 $6,650,000 $62,350,000
A-29
VALUATION INDICES - CHAPTER 1B

PARCEL E6
Land Value- Multifamily (Apts. Mixed-Income) $12,200,000 $12,200,000 $12,600,000
Land Value- Retail (Inline) $950,000 $950,000 $1,000,000
Total Land Value Parcel E6 (Rounded): $13,150,000 $13,150,000 $13,600,000
VALUE CONCLUSIONS (PARCEL E6): $13,150,000 $13,150,000 $118,500,000
PARCEL E7
Land Value- Retail (Inline) $2,700,000 $2,700,000 $2,750,000
Direct Capitalization Method
Total Present Value of Remaining Tax Credits

VALUE CONCLUSIONS: N/A N/A $47,450,000
TOTAL TO-BE-DEVELOPED PARCELS- CHAPTER 1B

VALUE CONCLUSIONS: $53,350,000 $53,350,000 $553,700,000
TOTAL UNDEVELOPED PARCELS

TOTAL VALUE CONCLUSIONS - AGGREGATE

A-30
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SUMMARY OF CRITICAL OBSERVATIONS
Summary of Critical Observations

SUM MAR Y O F CR IT ICAL OB SER VAT ION S
The strengths and weaknesses analysis applies both specifically (attributes internal or specific to the subject) and
generally (external or economic considerations that influence the subject).
Strengths
 The subject property is the initial phase of a proposed 237-acre, 18.0 million square foot mixed-use development
known as Port Covington, which will offer efficient building sites and new infrastructure to support the project.
The location offers waterfront views for apartment residents and office workers. The proposed project is
designed to offer a pedestrian-friendly live-work-play environment with walkability to employment, shopping and
recreational amenities. Primary demand generators for apartments include young professionals and workers
from nearby major employers, empty nesters and college students.
 The subject property will represent new Class-A office, retail and luxury apartments due to its superior project
and unit amenities, which will provide a competitive advantage over comparable projects in the market.
 The subject property will benefit from real estate tax credits with upon completion including State Enterprise
Zone and Brownfield Tax Credts. The property is also located within a Federal Opportunity Zone.
 Port Covington will be anchored by the proposed Under Armour Global Headquarters.
Weaknesses
 The subject property has near-term construction and lease-up costs associated with leasing vacant apartments,
office and retail space upon completion of each project component. Leasing costs include tenant improvement
allowance, leasing commissions and lost net operating income until tenants occupy and commence rental
payments.
 Recent government actions and public fears brought on by the COVID-19/ coronavirus outbreak and global
pandemic may impact near-term risks associated with development and lease-up of the subject's proposed
project components.
Conclusions
Based on the preceding strengths and weaknesses, the subject property's specific outlook is considered to be
stable while the general outlook for the overall market is concluded to be cautionary due to recent events brought
on by the COVID-19/coronavirus outbreak and global pandemic.
A-31
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY PROPERTY PHOTOGRAPHS
Property Photographs
AERIAL PHOTOGRAPH
A-32
Source: Owner- Aerial View northwest at the subject

AERIAL PHOTOGRAPH
A-33
Source: Owner- Aerial View northeast at the subject

AERIAL PHOTOGRAPH
A-34
Source: Owner- Aerial View west at the subject site

RENDERING OF PORT COVINGTON- CHAPTER 1 UPON COMPLETION

A-35

AERIAL PHOTOGRAPH
A-36

Page one
CHAPTER 1B LAND BALTIMORE SUN PARCELS
AFP SITE UA PORT COVINGTON HOLDINGS PARCELS
AFP WAREHOUSE RYE STREET TAVERN
Page two
A-37
DISTILLERY COMPLEX DOGGIE DAYCARE
MCCOMAS STREET ROWHOUSES SCHUSTER CONCRETE- WAREHOUSE
WATERSIDE WALKWAY BALTIMORE SUN BUILDING ENTRANCE
Page two
A-38
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SCOPE OF WORK
Scope of Work
Overview
Scope of work is the type and extent of research and analyses involved in an assignment. To determine the
appropriate scope of work for the assignment, we considered the intended use of the appraisal, the needs of the
user, the relevant characteristics of the subject property, and other pertinent factors. Our concluded scope of work
is summarized below, and in some instances, additional scope details are included in the appropriate sections of
the report:
Research
 We inspected the property and its environs. Physical information on the subject was obtained from the property
owner’s representative, public records, and/or third-party sources.
 Regional economic and demographic trends, as well as the specifics of the subject’s local area were
investigated. Data on the local and regional property market (supply and demand trends, rent levels, etc.) was
also obtained. This process was based on interviews with regional and/or local market participants, primary
research, available published data, and other various resources.
 Other relevant data was collected, verified, and analyzed. Comparable property data was obtained from various
sources (public records, third-party data-reporting services, etc.) and confirmed with a party to the transaction
(buyer, seller, broker, owner, tenant, etc.) wherever possible. It is, however, sometimes necessary to rely on
other sources deemed reliable, such as data reporting services.
Analysis
 Based upon the subject property characteristics, prevailing market dynamics, and other information, we
developed an opinion of the property’s Highest and Best Use.
 We analyzed the data gathered using generally accepted appraisal methodology to arrive at a probable value
indication via each applicable approach to value.
 The results of each valuation approach are considered and reconciled into a reasonable value estimate.
 This appraisal employs all three typical approaches to value: the Cost Approach, the Sales Comparison
Approach and the Income Capitalization Approach. Based on our analysis and knowledge of the subject
property type and relevant investor profiles, it is our opinion that all approaches would be considered meaningful
and applicable in developing a credible value conclusion.
This report is intended to comply with the reporting requirements outlined under USPAP for an Appraisal Report.
The report was also prepared to comply with the requirements of the Code of Professional Ethics of the Appraisal
Institute and in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP).
Cushman & Wakefield of Maryland, LLC has an internal Quality Control Oversight Program. This Program
mandates a “second read” of all appraisals. Assignments prepared and signed solely by designated members
(MAIs) are read by another MAI who is not participating in the assignment. For this assignment, Quality Control
Oversight was provided by Lynda Gallagher, MAI.
A-39
Report Option Description

USPAP identifies two written report options: Appraisal Report and Restricted Appraisal Report. This document is
prepared as an Appraisal Report in accordance with USPAP guidelines. The terms “describe,” summarize,” and
“state” connote different levels of detail, with “describe” as the most comprehensive approach and “state” as the
least detailed. As such, the following provides specific descriptions about the level of detail and explanation included
within the report:
 Describes the real estate and/or personal property that is the subject of the appraisal, including physical,
economic, and other characteristics that are relevant
 States the type and definition of value and its source
 Describes the Scope of Work used to develop the appraisal
 Describes the information analyzed, the appraisal methods used, and the reasoning supporting the analyses
and opinions; explains the exclusion of any valuation approaches
 States the use of the property as of the valuation date
 Describes the rationale for the Highest and Best Use opinion
Identification of Property
Common Property Name: Port Covington Special Taxing District- Private Property
Addresses: Situated on the Middle Branch of the Patapsco River, Baltimore, Maryland 21230
The subject property includes numerous parcels, which are summarized in the
property ownership section as presented later in this section. It is anticipated
with the redevelopment of Port Covington, and the creation of a new street grid,
parcel addresses will change.
Location: The subject property is part of the master-planned, mixed-use development

known as Port Covington, which will be improved on a peninsula of land located
along the Middle Branch of the Patapsco River in South Baltimore. The subject's
parcels are located along E. Cromwell Street just south of the Interstate 95
overpass.
Assessor's Parcel IDs: Baltimore City Assessor Parcel Numbers are reflected in a summary table
presented at the end of this section.
Legal Description: The subject property is part of the Port Covington Development District as
designated by the City of Baltimore. The Baltimore City Planning Commission
approved the Final Subdivision Plan for Port Covington on April 18, 2019, which
was recorded on May 3, 2019 as subdivision MB-4357. A survey produced by
STV Incorporated for the Port Covington Special Tax District was provided by
the developer and is presented at the end of this section.
A-40
Property Overview: The subject property is part of the master-planned, mixed-use development
known as the Port Covington Development District, situated on about 237 acres
of land on a peninsula between Interstate 95 to the North and the Middle Branch
of the Patapsco River to the South in Baltimore City. Port Covington is one of
the largest urban revitalization projects in the United States. The developer,
Weller Development Company, plans to remake the formerly industrial
waterfront area in South Baltimore into a vibrant live-work-play community
anchored by a proposed 3.9 million square foot Under Armour Global
Headquarters located on about 58 acres of land within the Port Covington
Development District. The Port Covington Development District, upon full build-
out, will feature about 18.6 million square feet (gross building area) of mixed-use
development including office, residential, retail, entertainment, hotel and
recreational uses, as well as 40 acres of public parks, green space and civic
uses along 2.5 miles of waterfront.
Port Covington Special Taxing District: This appraisal report includes an analysis
of privately-owned property within the Port Covington Special Taxing District.
For analysis purposes, exhibits and tables presented in this report provide a
summary of the privately-owned parcels within the Port Covington Special Tax
District defined as “To Be Developed Parcels” (Chapter 1B Parcels),
“Undeveloped Parcels”, “Redevelopment Parcels” and “Developed Parcels”.
To Be Developed Parcels The first phase of the development, referred to as “Chapter 1B”, is proposed to
(Chapter 1B Parcels): be completed and stabilized over the next four years. Future chapters will be
developed after the completion and stabilization of Chapter 1B with a
development timeline forecast over the next two decades. The development of
the future chapters is conceptual and will likely change with market demand and
preferences. The following is a summary of Chapter 1B. Additional detail of each
project component is presented later in this report.

Apt. Retail Office Total NRA Total
No. of No. of Bldg. Bldg. Bldg. Bldg. SF Apt. Parking
Parcel Proposed Use/ Tenancy Bldgs. Stories NRA SF NRA SF NRA SF Excl. Garage Units Spaces
Parcel E1/E1B Apts.- Mixed-Income, Retail Inline, Grocery 1 8 136,103 25,468 - 161,571 162 1,023
Parcel E5A Office, Retail Inline 1 7 - 9,542 206,692 216,234 - 22
Parcel E5B Apts.- Short-Term Rental, Retail Inline 1 8 93,865 4,407 - 98,272 121 -
Parcel E6 Apts.- Mixed-Income, Retail Inline 2 8 217,405 15,460 - 232,865 254 -
Parcel E7 Office, Retail- Inline, Fitness Center 3 2-7 - 38,756 197,607 236,363 - -
Totals: 8 447,373 93,633 404,299 945,305 537 1,045
NRA-SF Net Rentable Area Square Feet
Chapter 1B- Project Status/ The developer broke ground on May 13, 2019, and site development and
Construction Timeline: engineering are on-going as of the effective date of this appraisal. The following
table provides a summary of the developer’s estimated building construction
start dates and completion schedule for each project component. The developer
anticipates construction to begin for all project components by September 1,
2020, with completion of the entire project by July 31, 2022, or a 23 month
construction period.
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Construction Construction Construction

Parcel Proposed Use/ Tenancy Start Date Completion Date Period
Parcel E1/E1B Apts.- Mixed-Income, Retail Inline, Grocery September 1, 2020 July 31, 2022 23 Months
Parcel E5A Office, Retail Inline September 1, 2020 January 31, 2022 17 Months
Parcel E5B Apts.- Short-Term Rental, Retail Inline September 1, 2020 July 31, 2022 23 Months
Parcel E6 Apts.- Mixed-Income, Retail Inline September 1, 2020 July 31, 2022 23 Months
Parcel E7 Office, Retail- Inline, Fitness Center September 1, 2020 April 30, 2022 20 Months
Entire Chapter 1B: September 1, 2020 July 31, 2022 23 Months
Chapter 1B Office Pre- The developer has executed three office leases as of the effective date of this
Leasing: appraisal totaling 39,595 square feet within Chapter 1B, which includes cyber-
security firms. The developer reports they have tremendous momentum with
office leasing interest from many diverse companies including headquarters
uses and technology and cyber-security firms. The rental rates achieved for the
leases signed to date are the highest in the market for comparable space
demonstrating demand for subject’s location and proposed improvements.
Chapter 1B Short-Term Rental The developer is in negotiations with a short-term apartment rental operator to
Agreement: manage 81 apartments within Parcel E5B for short-term rentals. For purposes
of this appraisal, we assume the management agreement with the short-term
rental operator will be completed as described by the developer and presented
in this appraisal.
Chapter 1B Affordable The developer reports 89 apartment units will be reserved for affordable housing
Housing: within two of the subject’s proposed buildings. The affordable housing units
within Parcel E1 will be restricted to tenants earning not more than 80 percent
of the Area Median Income (AMI), and the affordable housing units within Parcel
E6 will be restricted to 50 percent of the AMI.
Chapter 1B Tax Credits: The subject will benefit from being located within a designated Baltimore City
Enterprise Zone (EZ). The EZ tax credit program provides real estate tax savings
over a 10-year period after project completion for the subject’s commercial
components (office, retail and garage). The amount of the tax credits will be
based on 80 percent of the taxes due on the increase in assessed value over
the first five fiscal tax years. The tax credit decreases 10 percent annually
thereafter to 30 percent in year 10. The subject will also benefit from Brownfield
Property Tax Credits applicable to the subject’s apartment components and the
remaining percentage not available for the Enterprise Zone Tax Credit for its
commercial components. The Brownfield Property Tax Credit provides a
reduction in Baltimore City and State of Maryland real estate taxes for 10 years
at a 70 percent discount. For purposes of this analysis, we have separately
estimated the net present value (PV) of the remaining tax credits for each project
component upon stabilization. The present value of the remaining tax credits is
included in the prospective market value opinions presented in this appraisal.
The subject property is also located within a designated U.S. Federal
Opportunity Zone, which provides future tax benefits to investors in the project.
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Undeveloped Parcels: The Undeveloped Parcels within the Port Covington Special Tax District include
the former Atlantic Forest Product site (AFP Site), Baltimore Sun Parcels, 301
E. Cromwell Street Parcels, and UA Port Covington Holdings Parcels. A
discussion of each Undeveloped Parcel is presented later this report.
Redevelopment Parcels: Based on the agreed-to Scope of Work as outlined in this report, we also provide
a summary of the latest assessed values as determined by the Maryland
Department of Assessments and Taxation of the private property designated as
“Redevelopment Parcels” and “Developed Parcels” within the Port Covington
Special Taxing District. The assessed values are listed in tables presented in
this report. Redevelopment Parcels includes the former AFP warehouse, the
former Walmart store now used by Under Armour, seven single-family
rowhomes, the former Schuster Concrete warehouse facility and a parcel to be
improved with a waterfront promenade and pier amenity. The total assessed
value of redevelopment parcels equates to $34,886,700.
Developed Parcels: A description of the existing developed parcels within Port Covington are
discussed within the Local Area Analysis section of this report, which includes
the adaptive reuse of the City Garage building, Nick’s Seafood Restaurant,
Under Armour Building 37, the Rye Street Tavern and adjacent common area
courtyard and future roadway parcels. The total assessed value for the
Developed Parcels equates to $91,840,000.
Public Improvements- TIF: The Port Covington Master Development Plan was adopted by the Baltimore
City Planning Commission on June 23, 2016 after a six-month public master
planning process conducted by Baltimore City officials. The City of Baltimore
subsequently approved issuing $658.6 million in Tax Increment Financing (TIF)
bonds to fund infrastructure work for the proposed development. The developer
is seeking the first tranche of public bond financing to fund infrastructure costs
supporting Chapter 1B of the proposed development, which is estimated to total
$112,249,443 as presented in this report. The TIF monies will be used for new
public roadways, walkways, public utilities and other infrastructure allowing for
pad-ready development sites within Chapter 1B forecast upon completion by
April 30, 2022. The developer reports they spent $33,653,201 to date on
engineering, site work and other TIF-eligible costs for Chapter 1B, which will be
reimbursed by the TIF bonds once issued.
Property Ownership and Recent History

Current Ownership: The subject property includes multiple ownership entities as reflected by
ownership summary table presented at the end of this section.
Sale History: The Port Covington Special Taxing District Ownership Summary table presented
at the end of this section lists the last recorded sales price and recording date
by Baltimore City Land Records by ownership entity for each privately-owned
parcel within the Port Covington Special Tax District.
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The developer reports the land area for the first phase of the project, referred to
as Chapter 1B, was included in their acquisition of The Baltimore Sun parcels
previously owned by MD-Sun Park, LLC. The owner reported the initial purchase
sale agreement and deposit was in October 2014, and the property closed in
December 2014 for $46,706,773, including closing costs.
The As-Is value opinions presented in this appraisal are reflective of current
physical and economic characteristics of the subject property, which have
improved since the assemblage of the parcels.
Current Disposition: To the best of our knowledge, the property is not under contract of sale nor is it
being marketed for sale.
Dates of Inspection and Valuation

Date of Last Inspection: The property was last inspected by David J. Masters, MAI, FRICS on June 1,
2020.
Date of Report: November 17, 2020
Effective Dates of Valuation:
As requested, this appraisal provides an As-Is market value opinion of the To Be

Developed Parcels (Chapter 1B Parcels) and the Undeveloped Parcels (as of
June 1, 2020), and a prospective market value opinion of the Chapter 1B Parcels
and Undeveloped Parcels upon completion of Public Improvements by April 30,
2022. In addition, we provide the prospective market value opinion upon
completion and stabilization of the proposed building improvements for the entire
Chapter 1B project forecast by September 30, 2023.
Based on the agreed-to Scope of Work as outlined in this report, we also provide
a summary of the latest assessed values of the designated “Redevelopment
Parcels” and “Developed Parcels” within the Port Covington Special Taxing
District as determined by the Maryland Department of Assessments and
Taxation. The last assessment date was January 1, 2018.
As Is Value Date: June 1, 2020
Upon Completion of Public April 30, 2022

Improvements:
Upon Completion and September 30, 2023

Stabilization (Chapter 1B):
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Client, Intended Use and Users of the Appraisal

Client: Maryland Economic Development Corporation (“MEDCO” or “the issuer”) and
Baltimore Urban Revitalization, LLC
Intended Use: The purpose of this appraisal and market study will be for the inclusion in a
limited offering memorandum for the issuance of Port Covington, Series 2020
Bonds (“the Bonds”). This appraisal and market study will provide MEDCO and
bond buyers with information on the Property and estimated value. This report
is not intended for any other use.
Intended Users: The Intended Users of this appraisal report and market study include the
Maryland Economic Development Corporation (“MEDCO” or “the issuer”), the
Baltimore Urban Revitalization, LLC, Weller Development Company, LLC, the
City of Baltimore, and the underwriters and the buyers of the Port Covington,
Series 2020 Bonds (the “Bonds”) including counsel and advisers to each of the
foregoing.
Please see the Engagement Letter in the Addenda.
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PORT COVINGTON SPECIAL TAX DISTRICT – PARCEL OWNERSHIP

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PORT COVINGTON SPECIAL TAXING DISTRICT OWNERSHIP SUMMARY

Account Identifier Last
STV Ward-Section- Land Land Recored Recorded
Owner Name Map # Block- Lot(s) Property Address As Is Description Area SF Area AC Sale Purchase Price
300 East Cromwell Street, LLC
300 East Cromwell Street, LLC 81L 24-06-1053-1L 250 Atlas Street Baltimore Sun- East Land 140,482 3.2250
300 East Cromwell Street, LLC 81G* 24-06-1053-1G (partial) 150 Cromwell Street Baltimore Sun- East Land 47,848 1.0984
300 East Cromwell Street, LLC 81G* 24-06-1053-1G (partial) 2400 Anthem Street Baltimore Sun- East Land 43,423 0.9969
300 East Cromwell Street, LLC 81H 24-06-1053-1H 255 Atlas Street Baltimore Sun- East Land 65,682 1.5079
300 East Cromwell Street, LLC 81I, 80D 24-06-1053-1I, 19, 12D 301 Atlas Street Baltimore Sun- East Land 78,231 1.7959
300 East Cromwell Street, LLC 81* 24-06-1053-001 300 E. Cromwell Street Baltimore Sun- North Parcel - -
300 East Cromwell Street, LLC 81A 24-06-1053-001A 200 E. Cromwell Street Baltimore Sun- West Fuel Station 253,911 5.8290
300 East Cromwell Street, LLC 81B 24-06-1053-001B 100 E. Cromwell Street Baltimore Sun- West Land Bay 619,989 14.2330
300 East Cromwell Street, LLC 46B 24-06-1053-001C N/s E. Cromwell Street Baltimore Sun- West Land Bay 1,394 0.0320
300 East Cromwell Street, LLC 46C 24-06-1053-001D N/s E. Cromwell Street Baltimore Sun- West Land Bay 1,220 0.0280
300 East Cromwell Street, LLC 19 24-06-1053-009A E/s Hanover Street Baltimore Sun- West Knuckle 33,846 0.7770
300 East Cromwell Street, LLC 81E 24-06-1053-001E N/s E. Cromwell Street Baltimore Sun- South Parcel 39,378 0.9040
300 East Cromwell Street, LLC 81F 24-06-1053-001F 2400 Banner Street Baltimore Sun- East (Plaza) 78,408 1.8000
300 East Cromwell Street, LLC 81J 24-06-1053-001J 400 Atlas Street Baltimore Sun- East (E3) 65,253 1.4980
300 East Cromwell Street, LLC 81K 24-06-1053-001K 300 Atlas Street Baltimore Sun- East (Triangle Park) 28,488 0.6540
300 East Cromwell Street, LLC 81L* 24-06-1053-001L 250 Atlas Street Baltimore Sun- East (North Area) 62,560 1.4362
300 East Cromwell Street, LLC 81* 23-06-1053-001 301 E. Cromwell Street Baltimore Sun Building 825,723 18.9560
Subtotal- 300 East Cromweel Street, LLC 2,385,837 54.7713 12/23/2014 $46,500,000
120-250 Dickman Street, LLC
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120-250 Dickman Street, LLC 9 23-10-1058-005A 120 W. Dickman Street AFP Site- West End Land 55,452 1.2730
120-250 Dickman Street, LLC 10 23-10-1058-005B N/s W. Dickman Street AFP Site- West End Land 21,127 0.4850
120-250 Dickman Street, LLC 11 23-10-1058-005C N/s W. Dickman Street AFP Site- West End Land 12,807 0.2940
120-250 Dickman Street, LLC 12 23-10-1058-001 150 W. Dickman Street AFP Site- West End Land 53,753 1.2340
120-250 Dickman Street, LLC 13 23-10-1055-001 250 W. Dickman Street AFP Site- Warehouse 457,336 10.4990
Subtotal- 120-250 Dickman Street, LLC 600,475 13.7850 5/5/2015 $8,000,000
301 East Cromwell Street, LLC
301 East Cromwell Street, LLC 80F 24-06-1053-012F 301 E. Cromwell Street East End- Waterfront 17,772 0.4080
301 East Cromwell Street, LLC 80G 24-06-1053-012G 301 E. Cromwell Street East End- Waterfront 6,578 0.1510
301 East Cromwell Street, LLC 80A 24-06-1053-012A 13 Rye Street Land Unit 2- Rye Street Tavern 8,289 0.1903
301 East Cromwell Street, LLC 80C 24-06-1053-012C 301 E. Cromwell Street Land Unit 4- Courtyard 39,857 0.9150
301 East Cromwell Street, LLC 80E 24-06-1053-012E 301 E. Cromwell Street Land Unit 6- Parking/ Roadway 8,059 0.1850
301 East Cromwell Street, LLC 80B 23-06-1053-012B 301 E. Cromwell St. Waterside Walkway- Pier 68,868 1.5810
Subtotal- 301 East Cromwell Street, LLC (Note: 149,423 3.4303 4/9/2016 $2,000,000
UA Port Covington Holdings, LLC
UA Port Covington Holdings, LLC 25A 24-06-1053-010B 2601 Port Covington Dr. Land Unit 1- Land Area 974,786 22.3780
UA Port Covington Holdings, LLC 25B 24-06-1053-010F 2601 Port Covington Dr. Land Unit 2- North Entrance 188,005 4.3160
UA Port Covington Holdings, LLC 25C 24-06-1053-010G 2601 Port Covington Dr. Land Unit 3- North Lot 131,595 3.0210
UA Port Covington Holdings, LLC 25D 24-06-1053-010H 2601 Port Covington Dr. Land Unit 4- Waterfront 380,322 8.7310
UA Port Covington Holdings, LLC 25G 24-06-1053-010K 2601 Port Covington Dr. Land Unit 7- Knuckle 84,550 1.9410
UA Port Covington Holdings, LLC 25E 24-06-1053-010I 2601 Port Covington Drive UA Land Unit 5- Building 37 348,916 8.0100
UA Port Covington Holdings, LLC 25F 24-06-1053-010J 2601 Port Covington Dr. UA Land Unit 6- Walmart 810,260 18.6010
Subtotal- UA Port Covington Holdings, LLC 2,918,433 66.9980 6/30/2016 $70,300,000

PORT COVINGTON SPECIAL TAXING DISTRICT OWNERSHIP SUMMARY

Account Identifier Last
STV Ward-Section- Land Land Recored Recorded
Owner Name Map # Block- Lot(s) Property Address As Is Description Area SF Area AC Sale Purchase Price
McCormas Street 151, LLC
McComas Street 151, LLC 45 23-10-1050-016 2101 Race Street Schuster Concrete- Warehouse 109,423 2.5120
McComas Street 151, LLC 37 23-10-1053-007 151 W. McComas Street Schuster Concrete- Loading Area 13,440 0.3085
Subtotal- McComas Street 151, LLC 122,863 2.8205 5/2/2014 $8,000,000
West McComas Street Homes, LLC
West McComas Street Homes, LLC 38 23-10-1050-009 201 McComas Street Rowhouse 1,133 0.0260 11/14/2014 $130,000
Subtotal- West McComas Street Homes, LLC 7,933 0.1821 $1,765,000
Other Ownership Entities
Dickman Property Investments, LLC 1 23-10-1060-001 101 W. Dickman Street City Garage- Flex- Manufacturing 295,092 6.7744 1/23/2013 $1,100,000
2600 Insulator Drive, LLC 16 23-10-1078-002 2600 Insulator Drive Nick's Seafood- Restaurant 83,524 1.9174 1/21/2015 $5,899,773
Sagamore Whiskey Properties, LLC 80 24-06-1053-012 301 E. Cromwell St.- LU1 Land Unit 1- Distillery 63,554 1.4590 4/8/2016 $660,000
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200 West McComas Street, LLC 34 23-10-1040-001 200 W. McComas Street Doggie Daycare 28,367 0.6512 4/4/2016 $5,575,000
Total Recorded Sales $149,799,773

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY REGIONAL ANALYSIS
Regional Analysis
REGIONAL MAP
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY BALTIMORE REGIONAL OVERVIEW
Baltimore Regional Overview

Introduction
The subject is located in Baltimore City, which is part of the Baltimore-Columbia-Towson Core Based Statistical
Area (CBSA), which is commonly known as the Baltimore CBSA. The U.S. Census Bureau defines the Baltimore
CBSA by the following map:
BALTIMORE – COLUMBIA – TOWSON

CORE BASED STATISTICAL AREA (CBSA)
The Baltimore CBSA encompasses approximately 2,600 square miles and consists of Baltimore City and the six
surrounding counties of Anne Arundel, Baltimore, Carroll, Harford, Howard and Queen Anne’s. The Baltimore
region benefits from its proximity to Washington, D.C., the nation’s capital, which is located about 39 miles
southwest of downtown Baltimore City. The Baltimore CBSA is part of the U.S. Census’ Washington-Baltimore-
Arlington Combined Statistical Area (CSA). This megalopolis is the nation’s fourth-largest consumer market with an
estimated population of approximately 9.7 million.
Baltimore has historically been an important port and rail transportation hub for the Mid-Atlantic region, as its central
location along the eastern seaboard, with access to all major distribution routes along the East Coast, makes it
highly appealing to distribution and manufacturing companies. The region also benefits from its proximity and
convenient access to the Chesapeake Bay and the Atlantic Ocean. The Port of Baltimore is one of the busiest deep-
water ports along the East Coast.
The presence of three major Federal government military installations, as well as its proximity to Washington, D.C.,
are demand generators for Federal government agencies and government contractors to locate in the region. In
addition, major universities and healthcare systems provide a stable employment base in the greater Baltimore
Region.
The private and public sectors have directed significant investment into Baltimore City over the past three decades,
which has spurred revitalization of the region’s urban core. As a result, Baltimore City has become the financial,
legal, corporate and political center of Maryland, while maintaining its status as an important port, educational and
cultural center. The revitalization of Baltimore City has stabilized the out-migration of population and households
from Baltimore City to surrounding suburban communities, which has encouraged new multifamily housing and
retail development in downtown Baltimore.
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Demographic Trends
Population
The Baltimore CBSA is the twenty-first largest region in the United States with an estimated population of
approximately 2.8 million. From 2009 through 2019, the region’s compound annual population growth rate was
estimated to be 0.4 percent, slightly trailing the national annual growth rate of 0.7 percent over the same time. The
region’s population growth is projected to decelerate slightly through the near term, to a compound annual growth
rate of 0.2 percent through 2024. The following tables illustrate the population trends in the Baltimore region:
POPULATION GROWTH BY YEAR

Baltimore CBSA vs. United States, 2009-2024
1.2%
United States Baltimore, MD Forecast
Annual Percent Change
0.8%
0.4%
0.0%
09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
Source: Data Courtesy of Moody's Analytics, Cushman & Wakefield Valuation & Advisory
Note: Shaded bars indicate periods of recession
Howard and Anne Arundel Counties have led the region’s population growth for the past decade, at 1.3 percent
and 0.8 percent, respectively. Baltimore City’s population decreased slightly over the same timeframe, falling by an
annual average of 0.3 percent and Baltimore City is forecast for modest annual declines over the next five years.
New multifamily development, and continued efforts to revitalize the urban core, have helped to slow the out-
migration of population from Baltimore City to suburban communities. Howard, Queen Anne’s and Anne Arundel
Counties are forecast to continue to have the most population growth in the Baltimore CBSA through 2024.
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Household Formation
The Baltimore CBSA has approximately 1.1 million households. Howard, Queen Anne’s and Anne Arundel Counties
have displayed the healthiest household formation rates for the region over the past ten years, and the trend is on
schedule to continue over the next five years. Overall household formation is projected to closely parallel the last
decades levels of growth through 2024, increasing 0.4 percent annually through 2024. Increased demand for new
apartment construction in Baltimore City has been driven by positive household formation from empty nesters and
young professionals who seek multifamily developments within an urban environment. The following tables illustrate
the household formation trends in the Baltimore region:
HOUSEHOLD FORMATION BY YEAR

Baltimore CBSA vs. United States, 2009-2024
1.5%
United States Baltimore, MD Forecast
Annual Percent Change
1.0%
0.5%
0.0%
09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
Note: Shaded bars indicate periods of recession
Household Income
The growth rate for the Baltimore CBSA’s median household income outperformed both the State of Maryland and
the national average for the past ten years. According to Moody’s Analytics, the median income for households in
the Baltimore CBSA was $83,079 as of first quarter 2020, which is $19,603, or 29.8 percent higher than the national
average. Over the next five years, the region’s median household income is projected to increase by a compound
annual rate of 2.7 percent, trending closely to the state and national growth rate.
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The following table illustrates the latest data available for historic and projected median household income trends
for the United States, Maryland, the Baltimore CBSA and local jurisdictions:
Median Household Income Trends

Compound Annual
Forecast Forecast Growth Rate
Year-End 2009 Year-End 2019 Year-End 2020 Year-End 2024 2009-2019 2020-2024
United States $50,221 $63,513 $64,016 $73,037 2.4% 3.4%
Maryland $69,272 $85,659 $87,850 $97,868 2.1% 2.7%
Baltimore-Columbia-Towson CBSA $65,442 $81,527 $83,079 $92,514 2.2% 2.7%
Anne Arundel County $84,009 $99,338 $100,440 $111,729 1.7% 2.7%
Baltimore County $65,710 $76,975 $78,190 $87,140 1.6% 2.7%
Carroll County $80,766 $98,977 $101,051 $111,579 2.1% 2.5%
Harford County $76,054 $90,407 $92,207 $102,029 1.7% 2.6%
Howard County $102,619 $116,643 $119,846 $130,646 1.3% 2.2%
Queen Anne's County $77,273 $94,191 $93,985 $103,333 2.0% 2.4%
Baltimore City $40,078 $52,102 $53,433 $60,261 2.7% 3.1%
Economic Trends
Gross Metro Product
Baltimore’s Gross Metro Product (GMP) increased at a compound annual growth rate of 2.1 percent from 2009
through 2019, outpacing the nation’s GDP growth rate over the same period. The GMP increased at an annual
average of 2.2 percent from 2015 through 2019 and is forecast to decrease by 1.7 percent in 2020. Over the next
five years, Baltimore’s economic growth is expected to remain healthy, with a projected average annual GMP
growth rate of 2.7 percent.
The following graph compares historical and projected annual GMP growth for the Baltimore CBSA and United
States:
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Employment Distribution
The Baltimore region has transformed from being a historically manufacturing-based economy to one centered on
service-providing industries. Today, the economy is comprised of multiple industries, which make up an extensive
employment base across sectors such as construction, education, health care, utilities and professional services.
The industries with the largest share of employment are the education & health services, trade, transportation, &
utilities, government, and professional & business services industries, which represent a combined employment
share of 70 percent as of first quarter 2020. Given the number of higher learning institutions as well as medical and
research centers, education & health services make up a fifth of all employment in the CBSA. The following graph
compares non-farm employment sectors for the Baltimore CBSA and the U.S. as a whole:
The following table reflects recent non-farm employment trends by industry group in the Baltimore CBSA:
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Manufacturing, led by shipping and steel production located proximate to the Port of Baltimore, was a leading
industry in the local economy and accounted for roughly 20% of region’s employment as recently as 1975. However,
redirection of the national economy caused many manufacturing companies in Baltimore, such as Bethlehem Steel,
General Motors and Maryland Dry Dock, to shrink and a loss of employment share. By 1995, manufacturing
employment represented less than 10% of the local workforce. At the end of 2019, manufacturing employment
represented only 4% of the region’s employment and is forecast to decline by 1% annually over the next five years.
Today, Baltimore’s regional economy is wide-ranging across multiple employment sectors. The private sector has
shifted towards service, trade and technology-based employment. While the manufacturing industry still exists in
the region, high-tech contractors, educational institutions, public utilities, retailers and financial institutions have
become the main economic drivers. With proximity to Washington, D.C., the government sector plays a large role
in the local economy accounting for 15.8% of the region’s total employment through the end of 2019. Additionally,
government employment aides the private sector through government contractors and services that assist
government agencies. The heavy presence of the federal government is mainly positive for the region, as it helps
stabilize employment and economic growth, but employment growth may be limited in the future due to budgetary
constraints from continued high federal government debt levels.
Educational & Health Services: The Baltimore CBSA is known for its research universities and medical institutions
as it is home to twenty-two 4-year and seven 2-year enrollment colleges, such as Johns Hopkins University and
University of Maryland-Baltimore. Through the end of 2019, the education and health services industry represented
20% of the region’s total employment. Johns Hopkins University, MedStar Health, the University of Maryland
Medical Center and Bayview Medical Center make up some of the largest private employers in the region.
Recreation & Tourism Industries: The Baltimore region is a vibrant tourist center with many attractions including the
Inner Harbor, National Aquarium, Maryland Science Center, Arundel Mills Mall, Baltimore Zoo, Baltimore Ravens
(NFL), Baltimore Orioles (MLB) at Camden Yards, three casinos (Maryland Live! at Arundel Mills Mall, Horseshoe
Casino in Baltimore City, and the Hollywood Casino in Perryville), passenger cruises at the Port of Baltimore, and
historic communities in Baltimore City including Little Italy, Fells Point, Federal Hill, Canton and Mount Vernon. The
Leisure and Hospitality industry represented about 9.8% of the region’s employment base through fourth quarter
2019 and has continued to display strong employment growth.
Major Employers
There are three major Federal Government military installations in the Baltimore region – Fort George G. Meade in
Anne Arundel County, the U.S. Army Aberdeen Proving Ground in Harford County, and the U.S. Naval Academy
in the City of Annapolis. The Fort Meade Military Base is a 13,000-acre Army post and is the largest employer in
the State of Maryland and home to the U.S. Cyber Command, the National Security Agency (NSA) and Defense
Information Systems Agency. Fort Meade is centrally located in the Baltimore-Washington Corridor and is generally
bordered by MD Route 175 to the north and east, MD Route 32 to the south and MD Route 295 to the west. Fort
Meade is one of the largest joint service centers in the U.S. and has the third-largest workforce of Army installations
in the United States. In 2005, the Base Realignment and Closure (BRAC) process relocated about 5,400 military,
Department of Defense (DoD) civilian, and contract employees to Fort Meade, as well as 4,900 family members.
This, coupled with the expansion of the NSA and the establishment of the United States Cyber Command,
significantly increased the military and civilian personnel. Combined, Fort Meade and NSA generate a total of $17.8
billion in economic activity in Maryland, or 49.4% of the total $36 billion in economic impact from all of the military
installations, according to Mission Maryland: Measuring Economic Impact of Maryland’s Military Installations by the
Maryland Department of Business and Economic Development. Fort Meade and the NSA create or support 125,729
jobs earning an estimated $9.2 billion in employee compensation. The direct Fort Meade and NSA employment of
48,389 accounts for 1.4% of all employment in Maryland and, when multiplier impacts are included, the 125,729
jobs in, created or supported by Fort Meade and the NSA account for 3.6% of all employment in Maryland. Due to
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the relocation and expansion of military facilities at Fort Meade, defense-related government contractors required
to locate within ten miles of the facility have expanded within the region.
Per local county government economic development officials, every U.S. government job added at the military base
typically creates two new contractor jobs at companies across the Baltimore region. The U.S. government recently
spent $1 billion on development of the U.S. Cyber Command at Fort Meade. The project was built on five square
miles of land area, which expanded the cyber-defense capabilities at the Installation. The elevation of U.S. Cyber
Command to the status of an independent Unified Combatant Command will continue to spur new contracting
opportunities outside of Fort Meade by defense contractors. Companies like Northrup Grumman, Booz Allen and
Boeing have expanded in the area as a result of the growing U.S. Cyber Command. Federal government agencies
and expanding companies located nearby the military base, are primary demand generators for office, flex and
research and development space in the Baltimore region. Employees of these companies and government
agencies also drive demand for housing and shopping in the local area, which has driven increased demand for
apartments and retail development in the market.
The following table reflects the top-20 largest employers in the Baltimore region:
Largest Employers
Baltimore-Columbia-Towson CBSA
No. of
Company Employment Sector Employees
Fort George G. Meade/ National Security Agency Fed. Govt. – Military Installation 53,733
Johns Hopkins University Education and Health Services 27,300
Johns Hopkins Health System Education and Health Services 23,470
University of Maryland Medical System Education and Health Services 22,619
Aberdeen Proving Ground (U.S. Army) Fed. Govt. – Military Installation 22,797
U.S. Social Security Administration Government Agency 14,351
MedStar Health Education and Health Services 11,766
Northrop Grumman Corp. Defense and Technology 10,660
LifeBridge Health Education and Health Services 10,535
Abacus Professional and Business Services 8,000
Wal-Mart Stores Inc. Retail Trade 7,506
Giant Food Stores LLC Retail Trade 6,000
Constellation Energy Group Energy 5,245
T. Rowe Price Associates Inc. Professional and Business Services 5,136
Exelon Energy 5,100
Mercy Health Partners Education and Health Services 5,062
Southwest Airlines Transportation 4,835
Amazon Retail Trade 4,500
GBMC Healthcare Inc. Education and Health Services 4,442
Community College of Baltimore County Education and Health Services 4,185
Source:Baltimore Business Journal and Cushman & Wakefield Valuation & Advisory - 2019
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The Baltimore region is home to approximately 70,791 businesses, of which about 1,794 employs 100 or more
workers. The following reflects a summary of the total number of businesses by jurisdiction in the Baltimore region:
Number of Businesses - Baltimore-Towson CBSA

No. of Avg. Annual No. of Businesses with
Employers Employment 100 or more workers
Baltimore-Towson CBSA 70,791 1,499,496 1,794
Anne Arundel County 14,972 309,603 377
Baltimore City 13,275 289,758 410
Baltimore County 20,990 450,366 536
Carroll County 4,486 94,339 70
Harford County 5,719 138,162 100
Howard County 9,931 189,889 291
Queen Anne's County 1,418 27,379 10
Source: Maryland Department of Labor, Licensing and Regulation, Year-End 2018
Employment Trends
Employment trends in the Baltimore region are reflected in the following table (most recent data available):
The Bureau of Labor Statistics (BLS) produces monthly estimates of total employment and unemployment of
residents of a given area, commonly known as the Local Area Unemployment Statistics (LAUS). The overall number
of employed residents in the Baltimore CBSA increased by 32,763 in 2019, which exceeded the 28,343-person
increase in the labor force. This consequently drove down the average annual unemployment rate from 3.98% for
2018 to 3.62% for 2019. Through March 2020, the unemployment rate was 3.55% and total labor force has a total
of approximately 1.53 million in total labor force for the Baltimore CBSA. The unemployment statistics do not reflect
subsequent unemployment increases due to the impact of the COVID-19 pandemic, as will be discussed, as the
“stay-in-place” order by the governor of Maryland occurred on March 30, 2020, with a phased re-opening plan that
began on May 15, 2020.
Another employment measure from the BLS is the Current Employment Statistics (CES) program, which surveys
businesses and government agencies to provide detailed data on the number of jobs in a given area. The total
number of jobs created annually in the Baltimore CBSA has increased annually since 2011.
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Environmental Influences - Transportation System

Road: The Baltimore region benefits from a comprehensive transportation system that includes interstate highways,
an international airport, a seaport and distribution and commuter railways. Interstate 95 (I-95) is the primary north-
south highway connecting the Baltimore region to major metropolitan areas throughout the Northeast. I-95 and the
Baltimore/Washington Parkway (MD-295) provide a direct link between the Baltimore and Washington, D.C.
beltways. Interstate 83 provides access to New York and Canada, while Interstate 70 is the primary east-west
highway that links Baltimore with Pittsburgh and Midwest markets. All major arterials are accessible from I-695 (the
Baltimore Beltway), which is a 52-mile circumferential highway that encircles Baltimore City. Major employment
centers have been created by the mobility of the region from major roadways and ease of access by commuters.
Additionally, the trucking and distribution service industry benefits from the highway system as more than 100 freight
lines service the region.
Rail: CSX Transportation, Conrail, Norfolk Southern Railroad and the Canton Railroad Company provide freight
service throughout the Baltimore region. AMTRAK provides high-speed commuter rail transportation service along
the Northeast corridor between Washington, D.C. and Boston. Two commuter lines operated by MARC/CSX
connect Baltimore's Camden Yard and Pennsylvania Station to Union Station in Washington, D.C. A 14-mile
commuter subway system links downtown Baltimore City to Owings Mills in northwest Baltimore County. In addition,
a 27-mile Light-Rail system connects Hunt Valley in northern Baltimore County through downtown Baltimore to
Glen Burnie in Anne Arundel County to the south, with a spur connecting to the Baltimore-Washington Thurgood
Marshall International Airport. Rail stations along the commuter rail lines have spurred transit-oriented development.
Amtrak plans to invest $50 million in station and track improvements, as part of a $90 million redevelopment of the
historic Penn Station located in the Station North and Mount Vernon communities in downtown Baltimore. Amtrak,
in partnership with a local development team, plan to create a transit-oriented hub with apartments, and retail and
office space. Despite the recent impact of the COVID-19 pandemic, Amtrak plans to begin work in 2020 on adding
a high-speed rail platform, along with the other planned upgrades to the station. Baltimore Penn Station plans to
unveil its next generation Acela Express trains along Amtrak’s Northeast Corridor by 2021.
Air: The Baltimore/Washington International Thurgood Marshall Airport (“BWI”), located about ten miles south of
downtown Baltimore, provides domestic and international air transportation to the region. BWI is one of the fastest
growing airports in the country. Recent investments included $125 million connector between Concourses D and E
and a $60 million upgrade to Concourse A to better serve the airport’s largest carrier, Southwest Airlines. BWI has
helped increase development of business parks close to the airport with improved office, flex and industrial
buildings. Approximately 26.99 million-passengers traveled through BWI in 2019, a slight decrease of 0.6 percent
from the record set in 2018 of 27.15 million passengers. Air travel is expected to be significantly reduced for 2020
due to the impact of the COVID-19 pandemic. The BWI Airport employees approximately 9,700 workers. The
statewide economic impact of BWI last estimated by the State of Maryland in 2018 totaled $9.3 billion, including
106,000 jobs. BWI is also a major resource for national and international cargo, freight and mail distribution.
Water: The Port of Baltimore stretches over 45 miles of developed waterfront and is one of only four Eastern U.S.
ports with a channel depth of 50 feet. The Port of Baltimore’s container traffic grew 6% in 2018. The Port utilizes
nineteen terminals, over six million square feet of warehouse space and five million square feet of cold storage.
These extensive facilities mostly accommodate ships carrying general, container, bulk and break-bulk cargo,
making it the second busiest containerized cargo port in the Mid-Atlantic and Gulf coast regions. The Port is the
national leader in handling cars, farm and construction machinery, as well as imported forest products, sugar, and
aluminum. A $22 million auto berth opened in late 2014 to better position the port to accommodate rising automobile
shipments. The Port of Baltimore is one of only three East Coast Ports that can accommodate larger cargo ships
that utilize the recently expanded Panama Canal. The port’s economic impact is vital to the Baltimore region.
According to the Maryland Port Authority, in 2018 the Port generated about 15,330 direct jobs, a payroll of nearly
$3.3 billion, and roughly $395 million in state and local taxes. The Port also features a cruise passenger terminal,
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which accommodates three cruise lines with about one hundred cruises annually. The Howard Street Tunnel
received $125 million in federal grant funding to reconstruct the tunnel and improve the Port’s container business
by approximately 100,000 containers annually. Additionally, construction of a new 50-foot deep berth that will allow
the port to serve two supersized ships at the same time is expected to be completed for 2021.
Governmental Influences
Government forces that affect real estate values include tax structure, zoning authority, public services and fiscal
and regulatory policies that affect development. Maryland levies an 8.25% corporate income tax on net income
attributable to business transacted within the state. The state sales and use tax is 6% on tangible personal property
sold at retail outlets. This tax does not apply to a manufacturer's purchase of raw materials, or to the purchases of
machinery and equipment. Local jurisdictions offer complete or partial exemptions on machinery, equipment and
inventories. All jurisdictions exempt inventory at warehouse facilities. The state also has a graduated personal
income tax of 2.00% to 5.75% on federal adjusted gross income. Real estate taxes in the state are based on
triennial state assessments. Local property taxes fund public education. Zoning authority is vested in the local
jurisdictions, which regulate land use and the density of development. The Baltimore region is adequately served
by necessary public utilities including electricity, natural gas, water, storm water and sanitary sewers,
telecommunication and cable services. As the region has expanded from the urban core, outlying municipalities
continue to expand public facilities to meet growing demand.
COVID-19 Impact
As the crisis began to unfold in March 2020, much of the data available may not accurately reflect the true impact
of the crisis on the Baltimore region. As data often lags, we will find out more as the crisis unfolds. In other sections
of the report we will discuss the effects of the COVID-19 crisis on the market and subject property in as much detail
as possible. With that said, it is important to note the following points:
 On Monday, March 30, 2020, the leaders of Maryland, Virginia and District of Columbia issued shelter-in-
place orders for all residents. Recently, some government restrictions have been revised as a phased re-
opening of business is on-going as of the effective date of this appraisal.
 The COVID-19 pandemic has resulted in shutdowns of non-essential business, and as a result many other
businesses have been significantly disrupted. This has resulted in a sharp and drastic unemployment spike
that is expected to negatively impact households and businesses in the near term.
 Pertaining to real estate specifically, tenant income losses (business or personal) are expected to translate
into near term cash flow disruption to properties. The severity of these impacts is anticipated to be property
specific with some property types impacted more than others.
 The full effects of these impacts are unknown at this time, but most market participants are reporting a
pause/hold with regards to transactions and have expectations for 3 to 6 months of acute challenges and
a 4th Quarter 2020/1st Quarter 2021 rebound.
 As of the effective date of this appraisal, most economists agree we are in a U-shaped recovery, and that
the economy will continue to improve. A vaccine is expected in the first half of 2021, and a full recovery is
expected by the end of next year, or by early 2022.
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Regional Analysis Conclusions

Regional Strengths: Strengths of the Baltimore region include an efficient transportation network with connections
to major national markets. This includes the Port of Baltimore, which has reflected continued growth in the handling
of general cargo and containers attributed in part to the completion of the Panama Canal expansion in 2016. The
Baltimore region also benefits from its proximity to the Washington, D.C. metropolitan area and its Federal
government employment base. The region is a hub in the growing cybersecurity sector. The presence of Federal
government agencies, military installations and major educational, medical and research centers, such as Johns
Hopkins University, and recreational and tourist attractions, help stabilize the region’s employment and generate
demand for real estate. Market participants refer to these primary demand generators of commercial real estate,
which also support the resilience of the regional economy, as “Feds, Eds, Meds and Beds”. Furthermore, the
region’s low cost of living (when compared to nearby metropolitan areas) and the well-educated labor force should
continue to promote economic growth over the long-term.
Regional Weaknesses: Although the Federal government provides a stable economic base and a steady supply of
employment, its presence makes the Baltimore CBSA vulnerable to the risks associated with federal budget cuts.
The effects of Sequestration in 2013 underscore these risks as consumer services within the region are also
susceptible to budget cuts, as government employees and government funding generate a significant portion of
demand. The region’s moderate population and household growth could pressure economic growth over the long-
term.
Summary: Baltimore’s mature economy continued its expansion path as strong port activity, coupled with healthy
wage gains, continue to spark economic growth through early 2020, prior to the impact of the COVID-19 pandemic.
The region’s Gross Metro Product grew 1.4% in 2019, driving an overall nonfarm employment growth rate of 1.2%.
Overall, the Baltimore CBSA’s Gross Metro Product is projected to increase at a compound annual growth rate of
2.7% over the next five years, adjusted for near-term economic impacts of the COVID-19 global pandemic. Rising
industries like cyber-security, medical research and distribution have shown success in economic and private sector
growth recently. The historically strong industries like financial activities, professional and business services,
transportation and warehousing, and education and health services continue to drive long-term growth in the private
sector.
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LOCAL AREA ANALYSIS
Local Area Analysis

LOCAL AREA MAP
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NEIGHBORHOOD MAP
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Subject

PORT COVINGTON
Subject
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Source: Owner representative

Location Overview
The subject property is part of the master-planned, mixed-use development known as the Port Covington
Development District, situated on about 235 acres of land on a peninsula between Interstate 95 to the North and
the Middle Branch of the Patapsco River to the South in Baltimore City. Port Covington is located just south of
Interstate 95 at the interchange of South Hanover Street in South Baltimore, about 1.5 miles south of Baltimore’s
Inner Harbor and Downtown districts. South Baltimore includes the neighborhoods of Port Covington, Federal Hill,
Locust Point, Riverside and Westport. South Baltimore is situated between the Northwest Harbor to the north, and
the Middle Branch of the Patapsco River, a tributary of the Chesapeake Bay, to the south. This well-established
urban area has historically been an industrial employment center improved with a mix of manufacturing and
distribution facilities, large waterfront port marine terminals and densely-developed historic townhouse and garden
apartment residential development. Local area boundaries are generally the Inner Harbor to the north, the Patapsco
River to the east, the communities of Locust Point, Riverside and Port Covington to the south, and the Interstate
395 overpass to the west.
Local Area Characteristics and Land Uses

Port Covington: Port Covington is one of the largest urban revitalization projects in the United States. The project
is being developed by Weller Development Company, a privately-owned, full-service real estate company founded
by real estate developer Marc Weller. The company assembled land within Port Covington and adjacent
neighborhoods totaling about 237 acres and plans to develop a mixed-use project containing more than 18 million
square feet of space comprised of residential, office, retail, hotel and cultural and public uses. The Project will be
located adjacent to Under Armour’s proposed 3.9 million square foot Global Headquarters campus. The Project
includes about 2.5 miles of waterfront along the Patapsco River and fronts the south side of the Interstate 95
overpass, with about 42 million cars passing the site annually. The Project has matter-of right zoning entitlements
for the planned project and received $658.6 million of Tax Increment Financing (TIF) authorized to fund on-site
public improvements. The developer broke ground on the Phase I site development work in May 2019.
UA Port Covington Holdings Parcels: The UA Port Covington Holdings Parcels (Undeveloped Parcels) consists of
about 40.39 acres of land area (31.6 acres of fast land), which are part of the proposed Under Armour (UA) global
headquarters campus site. The site was a former rail yard that was redeveloped as a power center anchored by
Walmart and Sam’s Club in 2002. Sam’s Club vacated the property in 2008 for a new location in Glen Burnie, and
Walmart vacated in 2016. Under Armour acquired the 67 acre site (58.2 acres +/- of fast land) in 2014 to be utilized
as their global headquarters. At the time of the acquisition, Under Armour was a fast growing sports apparel
company that had nearly reached its capacity at their existing headquarters known as Tide Point located in the
nearby community of Locust Point in South Baltimore. After acquiring the site, Under Armour converted the former
Sam’s Club and Walmart stores for office and research and development space as interim uses pending future
development of its global headquarters. For analysis purposes, these buildings are listed as Redevelopment
Parcels and Developed Parcels as will be discussed later this report.
The Port Covington Development District includes the Under Armour global headquarters site proposed for about
3.9 million square feet of development. Under Armour submitted plans for its Port Covington global headquarters
to Baltimore City planners in 2016, which included 2,928,500 gross square feet of office space, 529,000 square
feet of amenity space, 100,000 square feet of manufacturing space, 331,875 square feet of service space and a
5,000-space parking garage. The proposed office space included three “tall and slender” office towers with a height
up to 450 feet each. The proposed amenity space included two large recreational facilities, including an athletic
field house with indoor practice facilities, located adjacent to a manmade lake, and a 5,000-seat outdoor stadium
at the southern tip of the property, with a capacity to grow to 12,000 seats (see renderings presented on the following
page.
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Rendering of the proposed Under Armour Global Headquarter campus
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The proposed Under Armour Global Headquarters site benefits from superior waterfront views, as well as a greater
zoning classification (PC-4) as compared to other areas of the Port Covington Development District, which allows
for greater flexibility and project density. The Zoning classification and approved Planned Unit Development (PUD)
ordinance does specify density limits, but provides a master plan and conceptual density. Under Armour submitted
plans for Phase 1 of the project in 2016, which included a 1,500-space parking garage, with capacity to expand to
5,000 spaces in the future, and a 506,000 square foot office tower referred to as the Headquarters Building. The
project had been approved by Baltimore City’s Urban Design and Architectural Advisory Panel, but had not been
approved by Planning Commission at the time the project was put on hold.
The proposed Under Armour global headquarters project has been on hold as Under Armour’s growth and space
requirements have slowed, and the company has undergone reorganization. In addition, the recent COVID-19
global pandemic has negatively impacted Under Armour, as it has the entire retail industry, as will be discussed.
Under Armour has not indicated a timetable for the proposed headquarters development. Based on our analysis,
we have assumed the project will remain on hold in the near-term, and not begin until after Chapter 1B is completed
and stabilized. We have valued the Undeveloped Parcels within the proposed Under Armour’s global headquarters
campus assuming prospective future development of the site as a corporate office campus over the next 20 years.
Under Armour reported that the proposed development would support up to 10,000 employees at full buildout
should the project come to fruition, which would be a primary demand generator for apartments and retail uses
within the adjacent Port Covington Development. Based on review of the Under Armour Master Plan and
discussions market participants, we have assumed the subject’s Undeveloped Parcels could accommodate up to
2,000,000 gross square feet of office space and supporting parking, with additional office and other proposed uses
improved on the remaining parcels. In addition, a parcel located at the northeastern section of the site (STV Map
26G) is proposed for development of two small 8,000 square foot retail buildings fronting East Cromwell Street
(E10A-E10B) as reflected on the Port Covington Master Development Plan, which we included in the analysis.
The Sagamore Spirit Distillery, located at 301 East Cromwell Street, is the first new building in
the Port Covington development. The developer broke ground on the 22,000 square foot
distillery building in 2015 on a five acre site fronting the Patapsco River waterfront. The facility
opened in April 2017 and offers public tours and two tasting rooms. The distillery has capacity
to produce up to 1.5 million bottles per year. The facility is expected to draw 100,000 visitors a year for tours. The
following pictures includes an overhead rendering of the facility and an up close picture of the completed tasting
room and welcome building.
Adjacent to the distillery is a 13,800 square foot restaurant known as Rye Street Tavern, which opened in
September 2017.
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The Baltimore Sun occupies a ±402,000 square foot printing and distribution facility centrally located
within Port Covington located at 300 East Cromwell Street, directly adjacent to Chapter 1B of the
project. The building was completed in 1990 and is considered an interim use pending
redevelopment as part of the Port Covington development. The following aerial view shows The
Baltimore Sun Facility and a portion of the subject site currently under construction.
SUN
Chapter 1B
The former City of Baltimore Central Automotive Repair Garage located at 101 West
Dickman Street, at the northwest quadrant of South Hanover Street and Clarkson
Street, was acquired by Weller Development in 2013 and adapted for use as an
incubator for manufacturing, research and development for start-up companies. The
133,000 square foot building was originally built in 1965 and subsequently used as a vehicle repair shop until it was
vacated in 2009. The adaptive re-use of the building was completed in October 2015. The building referred to as
City Garage is now an innovation hub for entrepreneurs to develop new products. The building is equipped with a
20,000 square foot light-product manufacturing space referred to as The Foundry that provides the community
access to state-of-the-art industrial-grade tools, education and workforce development.
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Locust Point: The subject property is located just west of the Locust Point neighborhood, which is centered along
Key Highway in South Baltimore. Primary land uses within Locus Point include the North Locust Point Marine
Terminal (90 acres) and South Locust Point Marine Terminal (80 acres) that are owned and managed by the
Maryland Port Administration. Both marine terminals have been renovated and expanded over the past 15 years.
Locust Point is a densely developed urban community that is within the redevelopment phase of its life cycle, with
functionally obsolete facilities being redeveloped for alternative uses. Until the 1980s, major employers in the local
area were large manufacturing industries and port-related enterprises. In the 1980s, the composition of businesses
in the area began to change with the decline of manufacturing and agricultural industries in the region. Industrial
and manufacturing facilities closed and properties became available for purchase. Industrial closures in local area
since 1980 include the former Coca-Cola facility, the Fort McHenry Shipyard, a Bethlehem Steel plant, the
Chesapeake Paperboard recycling facility, the Procter & Gamble detergent plant, Southern States Agricultural
Cooperative facility, Carr-Lowrey glass factory and Archer Daniel Midland pier and grain elevator. A few industrial
facilities remain in the local area near the Locust Point Marine Terminals and waterfront including Domino Sugar,
West Terminal Company and C. Steinweg, Inc. Additional light-manufacturing and distribution facilities remaining
in Locust Point include Maryland Nautical Sales, Davis Shipping Services and Pfefferkorn’s Coffee.
Tide Point: The Under Armour Headquarters is currently located at Tide Point. Tide Point is the former Proctor &
Gamble soap factory converted into a mixed-use complex in 2001 by Struever Bros. Eccles & Rouse. The developer
spent about $53 million on renovation and adaptive reuse of the factory, which was converted into an office, retail
and residential complex. The original P & G site contained five buildings with about 391,000 square feet. The
development includes a corporate campus, a waterfront promenade, a restaurant and +/- 1,000 parking spaces. In
2011, Under Armour acquired the complex for about $60.5 million for use as their corporate headquarters. The
owner-user subsequently received approval from Baltimore City as part of a PUD to expand the facility by 400,000
square feet including adding a retail store, additional office space, athletic fields and a parking garage. Under
Armour currently employs about 1,500 people at their Tide Point headquarters, many of which are young
professionals and demand generators for apartments within the local area. Under Armour is nearing capacity at
this site and has proposed a new campus within Port Covington as discussed.
McHenry Row: McHenry Row is a mixed-use project that was the former site of the Chesapeake Paperboard
recycling facility and is one of the largest development projects in the Locus Point area. The original project contains
two six-story apartment buildings containing 250 market rate units, an office building and street-level retail space,
a freestanding Harris Teeter grocery store and two parking garages. The apartment buildings opened in October
2011. More recently, the project expanded to the adjacent former Phillips Food processing facility, which was
partially adapted for re-use as a two-building office complex containing 216,000 square feet +/-. The warehouse
section of the former seafood processing facility was demolished and developed with a 600-space, 4-level parking
garage and the subject’s 223-unit apartment building known as Porter Street Apartments, which delivered in
September 2017 and achieved stabilization in February 2019. In addition, a 76,612 square foot office building and
126-key Courtyard by Marriott were recently completed.
Additional information regarding the highlighted Porter Street Apartments (Phase 2 Apartments is presented in the
Market Analysis section of this report).
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Westport Waterfront: About ±50 acres of contiguous land area fronting the western shore of the Middle Branch
Basin had been proposed to be developed as a $1.2 billion mixed-use commercial and residential development by
Turner Development Group. The project was proposed to contain ±2.0 million square feet of office space, 500 hotel
rooms, 300,000 square feet of retail space, 2,000 residential units (townhouse and apartment units) and 10,000
parking spaces. The project also benefits from its location adjacent to a Light-Rail Station. The developer assembled
the parcels and razed the former Carr-Lowrey glass factory and BGE facility. The property was sold at foreclosure,
and was purchased by Westport Property Investments, a special purpose entity held by Sagamore Development
Holdings.
Silo Point: Local developer Henrietta Development Corp. (Turner Development) redeveloped this former 15-acre
Archer Daniels Midland Company grain terminal facility located in the Locust Point for mixed use. Construction
started in November 2004 for development of 121 townhouses and 228 condominium units. The site is also
approved for 130,000 square feet of office space and 50,000 square feet of retail space. Pulte Homes developed
the townhouses with an initial base price of $450,000 per unit. The site may also be improved with recreational
facilities. The condominium tower opened in mid-2008 and was completed in 2009.
Anthem House/ Anthem House II: Anthem House is a 292-unit apartment complex located at 900 E. Fort Avenue,
at the northwest quadrant of Key Highway and E. Fort Avenue. This $80 million complex was completed in January
2017. A $10 million expansion of this project with 54 units known as Anthem House II was completed in 2018.
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Fort McHenry: A notable land use within South Baltimore is the historic Fort McHenry, which is located at the eastern
terminus of Locust Point and draws about 700,000 tourists per year.
Federal Hill/ Riverside/ South Baltimore: These neighborhoods are located just north of the subject. Federal Hill
is densely developed with a mix of historic rowhouses, garden-style apartments and condominium buildings.
Federal Hill’s commercial district is primarily improved along Light Street, which includes a mix of street-level retail
stores, office, restaurants and other related uses. Pubs, restaurants, galleries, antique shops, salons and boutiques
line the streets of Federal Hill. Centrally located within the neighborhood is Cross Street Market, a 19th century
marketplace that still serves the neighborhood as a commercial and social hub. There are also many recreational
and public facilities improved within the immediate neighborhood. Federal Hill Park is a picturesque public park
overlooking the Baltimore Harbor and skyline. Having been used as a key “look-out” destination during the Civil
War, Federal Hill Park maintains a large U.S. flag, cannons and a monument honoring its history. Other attractions
include the American Visionary Arts Museum located along Key Highway, which is a national museum and
education center showcasing original works of art. A majority of the existing housing stock has undergone
renovation or redevelopment over the past 20 years. The most recent development has been improved along the
Key Highway Corridor fronting the Inner Harbor. A few notable developments within Federal Hill are as follows:
Ritz-Carlton Residences: The Ritz-Carlton Residences condominium development located along Key Highway is a
prominent development within area. This former Bethlehem Steel Propeller Yard has been developed with a six-
building, 191-unit condominium project. Pricing for the project set the top of the market for luxury condominiums in
Baltimore City when it opened in 2008. The project includes a spa and salon, marina and restaurant space.
HarborView: The HarborView project includes 20 acres located along Key Highway fronting the Inner Harbor
waterfront. HarborView currently includes of a 249-unit, 22-story luxury condominium tower; Pierside at
HarborView, a 5-story, 164-unit condominium building; Pier Homes at HarborView, an $87 million development
containing 88 luxury townhouses; The Townes at HarborView- a $50 million project including 77 luxury townhouses,
a 288-slip marina and yacht club, a health club and 1,000-space underground garage. The project includes a $15
million, 17-story condominium development located above a parking garage containing 47-units. Three vacant
parcels along the southern end of the site are in the planning phases for future condominium or apartment
development of up to 700 units.
Bainbridge Federal Hill: This apartment project is located at 1100 Key Highway, which contains 224 units, including
townhouses, plus seven stories of apartments and three levels of underground parking. The $66.5 million project
broke ground in January 2018 and was completed in September 2019. The project includes 112 studio units
averaging 570 square feet and 112 two-bedroom units averaging 1,041 square feet.
Stadium Square: Located just west of M&T Bank Stadium along Ostend Street in South Baltimore a $250 million
mixed-use redevelopment project that known as Stadium Square. The project will include a 650-unit mid-rise
apartment complex, 300,000 square feet of Class A office space, 70,000 square feet of street-level retail space and
a parking garage for 2,000 cars upon completion. Phase I of the development includes Hanover Cross Street, which
is a 299-unit apartment complex with 13,000 square feet of retail space and 480 space parking garage. The project
was completed in September 2017. The project includes a 6-story, 75,000 square foot office building at 145 W.
Ostend Street, which was completed in 2017. The building is about 50 percent leased. An adjacent lot is proposed
for an 180,000 square foot office building with ground floor retail.
Wheelhouse: A 5-story co-living apartment facility known as the Wheelhouse was completed in April 2019 by 28
Walker Development. The project is located at the southwest corner of S. Charles Street and Cross Street, directly
across from The Cross Street Market. The project includes three street-level retail spaces and 39 apartment units
with 90 beds. The project is operated as a co-living and short-term rental apartment facility.
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Downtown Baltimore City Overview
The urban core of Baltimore City, including the City Center District, the Inner Harbor, Harbor East and Harbor Point,
are located about 1.5 miles north of the subject. Baltimore’s downtown area has undergone continuous renewal
efforts since the early 1960s mainly in four phases, which are briefly discussed as follows:
Charles Center: The first major urban renewal project was the Charles Center development, a 33-acre unified
complex of new buildings connected by a pedestrian plaza and walkways lined with a variety of specialty shops.
The Charles Center development is bounded by Saratoga Street to the north, Charles Street to the east, Lombard
Street to the south, and Hopkins Place and Liberty Street to the west. The project includes ±2.0 million square feet
of office space, 430,000 square feet of retail and related services, 650 apartment units, 700 hotel rooms, a 1,600-
seat theater, and 4,000 parking spaces. The former Mechanic Theatre is located within the original Charles Center
complex at One West Baltimore Street. The site is proposed for mixed-use development by developer David S.
Brown Enterprises, LTD. The proposed development includes a two apartment towers containing 404 apartment
units, 188,075 square feet of retail space and a four-level parking garage containing 456 spaces. The project has
been delayed since 2014 due in part due to litigation from the owner of the DownUnder Garage resulting from the
demolition of Mechanic Theatre, which included demolition of an access ramp providing access to the garage from
South Charles Street. The former theatre has since been cleared and a new driveway ramp was installed reopening
the DownUnder Garage’s ingress access from South Charles Street. This project remains on hold.
Inner Harbor: The second phase of Baltimore City’s urban renewal involved the development of ±250 acres that
surround the Inner Harbor basin. Redevelopment of the Inner Harbor began in earnest in the early 1980s, following
the opening of Harborplace, a festival style market with restaurants, fast food vendors, and arts, crafts and
boutiques. Concurrent with the development of Harborplace was the construction of the Maryland Science Center
and the National Aquarium. Several national retail chains subsequently opened along the Inner Harbor waterfront,
as well as additional tourist attractions including the Port Discovery Children’s Museum and Power Plant Live. Each
project has spurred increased tourism and visitors to Baltimore, and subsequent employment, retail sales and hotel
occupancies. Baltimore City’s urban renewal has accelerated since the opening of Harborplace in 1980, and is now
considered a major travel destination welcoming over 11 million business and leisure visitors each year. New
development has continued south along the Inner Harbor Basin and the Key Highway Corridor to the communities
of Federal Hill and Locust Point. Additionally, two sports stadiums were constructed in the 1990s, Oriole Park at
Camden Yards and Ravens NFL Football M&T Bank Stadium, which have helped to revitalize the western edge of
the Inner Harbor area. New development along the Inner Harbor has more recently continued east with the
developments of Harbor East and Harbor Point, and the adjacent historic communities of Fells Point and Canton.
Harbor East: The Harbor East project was the third major development project in downtown Baltimore. Harbor east
is a 70-acre, $1.67 billion master-planned mixed-use waterfront project located along the east side of the Inner
Harbor. The site was acquired in the mid-1980s by John Paterakis of H & S Bakery Company that was located
adjacent the site on Central Avenue. This mixed-use project encompasses eight city blocks and has been approved
for 3.0 million square feet of development. The 12-building project features 50 shops, five hotels, 10 restaurants,
428 apartments, five office buildings, 3,300 parking spaces, an 18-screen movie complex, a supermarket, a public
promenade along the waterfront and a 200-boatslip marina. The project includes the Marriott Waterfront Hotel, a
$132 million, 31-story, 750-room hotel was also completed in Harbor East in 2001. The project was the first major
hotel completed in more than a decade in Baltimore City. In 2005, a high-rise luxury apartment/condominium
complex know as Spinnaker Bay was completed, which contains 315 units. The Harbor East project was more
recently improved with a 24-story office tower anchored by Legg Mason in 2009 and the adjacent 256-room Four
Seasons high-rise hotel in 2011. The success of Harbor East promoted additional development of sites located
proximate to the project including an 8-story Hyatt Place hotel that opened in 2015 at 511 S. Central Avenue.
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Liberty Harbor East is a $170 million mixed-use development located at the southeast corner of South Central
Avenue and Aliceanna Street in Harbor East. This project was completed in August 2019 and includes 282
apartment units including 35 condominium units and a 70,000-square foot Whole Foods store. Directly north of this
project, H&S Properties is planning to replace its existing one-story H&S Bakery distribution center located at 601
S. Eden Street with a mid-rise office and retail complex that could include a large home goods store. Two other
notable development projects underway in Harbor East include Avalon Harbor East and 900 Fleet Street. Monument
Realty has proposed developing the adjacent site in the 900 block of Fleet Street, which is currently improved with
a Verizon switching station, with a 400-unit apartment tower. Avalon Harbor East is located at the southeast corner
of Eastern Avenue and President Street at 801 Eastern Avenue. The former home of the Della Notte restaurant is
being developed with a 16-story project that will contain 380 apartment units and 10,000 square feet of retail space.
The project is scheduled for delivery in August 2020.
Harbor Point: Harbor Point is located along the waterfront between Harbor East and Fells Point, which was the
fourth major downtown renewal project. This 27-acre site was the former AlliedSignal Baltimore Chromium Works,
a processing plant that has since been razed. The site is planned for development of office buildings, a hotel, retail
space, residential and an 9.5-acre waterfront park and promenade. A new bridge was completed in July 2018
connecting Central Avenue to the project over an Inner Harbor canal, which links Harbor Point to the adjacent
Harbor East. The $750 million Harbor Point project is being developed by Beatty Development. The approved
Harbor Point PUD allows for development of up to 3,020,000 square feet of floor area, including 1,650,502 square
feet of office space, 913,650 square feet of residential space (914 units), and 183,847 square feet of retail space
and 272,000 square feet of hotel space. Phase 1 of the development included an 8-story, 277,035 square foot office
building completed in 2010. The second building is the 21-story Exelon Tower at Harbor Point. The Exelon
Corporation, the Chicago-based energy giant, relocated its Baltimore regional headquarters and 1,500 workers to
Harbor Point and leased 443,820 square feet of the 560,134 square foot mixed-use tower. The Exelon Tower was
completed in 2016. The building also includes 38,497 square feet of retail space and 103 apartment units totaling
77,817 square feet. The third building completed the project is referred to as 1405 Point, which is a 17-story
apartment building that contains 289 apartment units, 17,717 square feet of street-level retail space. A portion of
the project opened for tenant occupancy on March 18, 2018 and was subsequently completed in June 2018.
The fourth building is currently under construction known as Wills Wharf, which is a $117 million, 330,000 square
foot mixed-use project with completion scheduled for July 2020. The project will include a 234,000 square foot office
building and a 156-key hotel operated by Canopy by Hilton. Office tenant WeWork has leased for two floors
containing about 60,000 square feet within the 12-story building that will accommodate 1,100 workers. London-
based marketing agency Jellyfish will take another floor totaling 34,500 square feet.
The rendering on the following page reflects existing and planned phasing of the remaining project components to
be built within Harbor Point, which will include additional office and apartment buildings with ground level retail
space, as well as a hotel. Publicly supported TIF improvements in this final phase will include completion of the
waterfront promenade, the planned transit pier and park space including West Park, Waterfront Park and Point
Park.
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Harbor Point Development Rendering
City Center/CBD: The City Center district is considered the central business district (CBD) of Baltimore City. The
CBD is improved with multi-story office buildings, parking garages, hotels, and other commercial oriented uses.
Baltimore’s CBD is located along the northern edge of the Inner Harbor waterfront district. Baltimore’s CBD contains
over twelve million square feet of competitive, multi-tenanted office space of divergent ages and building classes.
The most recent major development in the City Center district is One Light Street. This 28-story, $210 million mixed-
use tower includes nine levels office space totaling about 236,000 square feet, street-level retail space, 280
apartment units and a 646-space parking garage improved on two lower levels and eight parking levels above
grade. The project was completed during the second quarter of 2019. The project was spurred by tenant M&T Bank,
which pre-leased 155,106 square feet of office space (six floors), in addition to a 2,500-square foot +/- retail space
on the ground floor for a retail branch bank. This was the first major mixed-use commercial development project
inclusive of an office component within CBD since the 750 E. Pratt Street project was completed in 2002. Primary
office generators within the CBD market include the Fallon Federal Office Building and the Federal Courthouse,
and the Baltimore City Courthouse and Baltimore City Hall. These government facilities have attracted law firms,
federal and local government agencies and government contractors to lease office space within the CBD market.
The CBD is also home to financial service firms, regional bank headquarters and professional service firms.
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View of the One Light Street project (glass tower at center)
Pratt Street Corridor: The Pratt Street Corridor is the primary west-east thoroughfare that fronts the north side of
the Inner Harbor. Office buildings and hotels are improved along this thoroughfare. Office space and hotel rooms
along the Pratt Street Corridor with visibility of the Inner Harbor generate higher rental rates. Baltimore City planners
have promoted improvement of the Pratt Street Corridor with additional street-level retail space. The most recent
retail expansion along the Pratt Street Corridor was the expansion of +/- 21,000 square feet fronting the 400 E.
Pratt Street office building, which is occupied by a CVS store, branch bank and restaurant space.
Convention Center: The Baltimore City convention center is located along West Pratt Street, proximate to the
Camden Yard stadium complex. A 20-story, 756-room convention headquarters hotel operated by Hilton was
completed in 2008 and is connected to the Baltimore Convention Center via a skywalk. The convention center was
expanded with the development of the hotel with 62,000 square feet of new space and a 550-space public parking
facility. Events held at the convention center are a demand generator for hotels, retail space and parking facilities
in the market.
Baltimore Arena: The Royal Farms Arena (formerly 1st Mariner Arena) is located in the Westside District. The arena
opened in 1962 as the Baltimore Civic Center. It became the Baltimore Arena in 1986, then the 1st Mariner Arena
in 2003. The arena holds a variety of events such as concerts, sports events and shows, with a capacity of about
14,000 seats. The Baltimore Development Corporation has proposed redevelopment of the Arena site for
alternative use and relocating the Arena; however, redevelopment is not anticipated in the foreseeable future. This
facility is a primary demand generator for special events parking within the immediate market.
Commercial/ Retail: The City Center district houses a variety of retail tenants including restaurants, bars, branch
banks, specialty food and clothing shops, and convenience stores geared toward downtown employees. Tourist-
related retail tenants are located within Harborplace and other facilities along the Inner Harbor. Retail tenants are
located at street level within office buildings and hotels along primary roadways in the City Center district including
Pratt Street and Lombard Street and within the Power Plant Live! complex. Other street level retail/office tenants
located within the City Center district include architects, engineers, graphic designers and other professional
services.
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Institutional Facilities: There are five educational facilities within the local area with more than 35,000 students and
employees including Johns Hopkins University in located in northern Baltimore City, the University of Maryland,
Baltimore located along the western fringe of the CBD, and the University of Baltimore in Midtown. The University
of Baltimore located within the Mount Vernon district just north the City Center district has an enrollment of 6,138
students with ±900 employees. The UB enrollment includes 3,207 undergraduate students, 1,899 graduate
students and 1,042 law students. College students are a primary demand generator for apartment housing and
retail customers in the immediate market.
Baltimore City is also improved with several medical facilities including Johns Hopkins Hospital Bayview Campus
located about one mile northeast downtown Baltimore. This well-known teaching hospital has 426 beds and 45
neonatal beds, and is a primary demand generator of medical office users and apartment housing for its employees,
including over 700 attending physicians. Other notable medical facilities in the Baltimore City includes the Mercy
Medical Center, which is a 196-bed hospital located at 345 St. Paul Place within the City Center District. The Mercy
Medical Center completed a $400 million expansion in 2010, which included an 18-story, 688,000 square foot
hospital facility located in the 300 block of St. Paul Place, adjacent to Mercy’s current campus. The University of
Maryland Medical Center (UMMC) is located in the Westside District in Downtown Baltimore, which is a primary
employer and demand generator of medical and healthcare-related office tenants, as well as apartments by medical
staff. The University of Maryland at Baltimore (UMB) college campus is located along the western periphery of the
Downtown- Westside district. The UMB campus has expanded west of Martin Luther King Jr. Boulevard with the
on-going development of the planned ten-acre UMB BioPark. This life-sciences development project is in the 800
to 1000 block of W. Baltimore Street. This large development project encompasses 12 lab/office buildings totaling
1.8 million square feet. The City Center district also houses the Baltimore City Hall/Courthouse complex. Each of
these institutional facilities provides a stable employment base and are significant demand generators for office
space and apartments by employees and professional service tenants and workers of law firms and title companies.
Port of Baltimore: The local area is heavily influenced by its location adjacent to the Port of Baltimore along the
Patapsco River. The Port of Baltimore stretches over 45 miles of developed waterfront and reaches a channel depth
of 50 feet. With its six million square feet of warehouse and five million square feet of cold storage, the port serves
2,200 vessels yearly. These extensive facilities can accommodate general, container, bulk and break-bulk cargoes,
making it the second busiest containerized cargo port in the Mid-Atlantic and Gulf coast regions. The port generates
$1.4 billion annually and employs 126,700 people. The Port of Baltimore benefits from its central location, as the
closest Atlantic port to the American Midwest and closest in proximity to two-thirds of the U.S. population with an
overnight drive. The port also offers excellent accessibility via interstate highways and direct rail access. The
Maryland Port Administration (MPA) owns and operates a majority of the primary marine terminals within the Port
of Baltimore. The MPA’s marine terminal port facilities have expanded over the past fifty years to include five primary
container and commodities marine terminals, an auto terminal and recreational cruise ship facilities at Locust Point.
The MPA also owns individual ship terminal facilities, which are leased for commercial and government ship
berthing. MPA’s two largest marine terminals include the Dundalk Marine Terminal (570 acres) and the Seagirt
Marine Terminal (275 acres). The Port of Baltimore is a major, well-established marine port that successfully
competes with other major marine ports along the East Coast. The Port of Baltimore is able to compete with these
ports in offering the range of destinations and frequency of ship calls that most import/export companies of general
cargo and commodities demand. The Maryland Port Authority has indicated a desire to expand their real estate
holdings along the Port of Baltimore due to the continued growth of the port; however, there is limited available land
for future prospective development of similar marine terminal facilities.
The exhibit on the following page reflects the Port of Baltimore marine terminals including both privately-owned and
publicly-owned (MPA) facilities, which are located proximate to the subject property.
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PORT OF BALTIMORE MARINE TERMINALS
SUBJECT
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Access
Regional Access: The local area is easily accessible from regional markets by major thoroughfares including
Interstate 95, which has interchanges with Hanover Street (Maryland Route 2), and Key
Highway just north of the subject. Both Hanover Street and Key Highway are primary
gateways from Interstate 95 to the South Baltimore area. Access to I-95 is located directly
north of the subject via interchanges with S. Hanover Street and Key Highway.
Local Area Access: South Hanover Street is the primary north-south roadway connecting the immediate area to
downtown Baltimore City approximately one-mile north of the subject site. Key Highway is
the primary thoroughfare providing linkage from Port Covington to downtown Baltimore. Key
Highway runs along the west side of the Inner Harbor providing direct access from Locust
Point and Federal Hill to downtown Baltimore and I-95 to the south. Key Highway is also the
last northbound interchange of I-95 before the Fort McHenry Tunnel. Direct access to the
subject site is provided by curb cuts along multiple secondary roadways including West
Dickman Street, Clarkson Street and Cromwell Street. New public roadways will be improved
throughout the Port Covington development upon completion, providing direct roadway
linkage to each of the subject’s parcels.
Public Transportation: The Metro Transit Authority (MTA) buses provide public transportation throughout the local
area. The MTA’s Light Rail system has a stop at Camden Yards is located about 1.5 miles
northwest of the subject, which also provides connections to the Marc Train service for
regional commuters. The Marc Train provides area commuters a 35-minute commute to
Downtown Washington, D.C. This Light Rail station also provides direct access to the
Thurgood Marshall BWI Airport located about seven miles south of the neighborhood. CSX
rail lines also provide access Locust Point marine terminals. The Light Rail line is proposed
to be extended into the Port Covington Project from the existing railway currently improved
just west of the Project in Westport.
Local Area Conclusions

The subject is located within the planned urban development of Port Covington, just south of Interstate 95 in South
Baltimore. The local area is a densely developed urban area improved with a mix of commercial, residential and
institutional facilities. The local area is undergoing urban renewal, with older obsolete buildings being renovated or
redeveloped for commercial and residential uses. The local area benefits by excellent transportation linkages
including major traffic arteries and public transportation that connects the local area to the surrounding metropolitan
area. Recent revitalization of the urban core has attracted new employers, as well as young professionals and
empty-nesters back to the city, stabilizing the population and households as will be discussed in the following market
analysis section. The near and long term outlook for the local area is for substantial growth as revitalization
continues. The long-term outlook for the subject’s locale should remain desirable to market participants.
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY MARKET STUDY
Market Study
The Port Covington Development District is proposed for mixed-use development that includes apartment, including
short-term/ extended stay apartments, office, retail, hotel and garage components. In this section, we provide a
market overview and analysis of each proposed project component. An overview of national, regional and local
market data is presented for each project component. In addition, we include a demographic analysis of the
subject’s trade area at the end of this section. Additional market data is presented in the Addenda, including recent
Cushman & Wakefield Research reports on the short-term apartment rental market and Opportunity Zones.
Apartment Market Analysis- National Overview

Prior to the current market disruption brought on by the COVID-19 pandemic, the U.S. economy had officially begun
its eleventh consecutive year of growth in the second half of 2019; a new record for the longest economic expansion
in history. Economic growth beat market expectations during the fourth quarter of 2019, and the unemployment
rate hit a 50-year low as it sits at 3.5%. As the economy moved closer to full employment in what many viewed as
late-cycle growth, the uncertainty of the global economy had raised the fears of a recession. During the year,
American consumers continued to profit from the expansion, despite the threat of possible recession. The Federal
Reserve cut interests rates for the third time in 2019 as a means of shielding the U.S. economy from global slowing.
Additionally, payroll employment rose by 2.1 million in 2019, falling short of payroll employment gains in 2018, at
2.7 million, according to the Bureau of Labor Statistics.
The expansion of jobs and wages, as well as the availability of comparably cheap mortgages and increases in
residential construction, have led to a growing number of home purchases and all-time high home prices. New U.S.
single-family home sales in March 2020, at a seasonally adjusted annual rate of 627,000, dropped 9.5% year-over-
year, according to the Department of Housing and Urban Development. As of January 2020, prices as measured
by the S&P/Case-Shiller National Home Price Index climbed 3.9% year-over-year. The expansion of employment
and wages, mixed with the price growth in the housing market and lower residential sales, will offer an opportunity
for growth in the apartment sector over the near term.
According to the Census Bureau for Housing Data, more households are headed by renters than at any other point
since 1965. House prices continue to climb forcing individuals and families, especially young adults, into the
apartment market. In February 2020, 84% of those surveyed by Freddie Mac say renting is more affordable than
homeownership, up 17 percentage points from February 2018. With mortgage rates near historic lows, both renters
and homeowners are interested in taking advantage of low rates in the next several months. In fact, 40% of renters
plan to purchase a home given current interest rates. The biggest concern for the industry is supply, as completions
have outpaced demand in each of the past five years and the industry is expected to see more supply over
absorption through the five years to 2024, according to estimates from Reis, Inc. Despite this worry, favorable
demographic trends and an improving economy continues to largely benefit the rental sector. Strong demand for
the apartment market will maintain its recent gains for the foreseeable future and the apartment sector still remains
as the most heavily transacted sector in the U.S. Even still, apartment property prices are rising and outpacing all
other property types in terms of price growth during the year.
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National Apartment Market Statistics

Vacancy and Asking Rent
Strong absorption levels since 2010 resulted in a drop in overall vacancy rates, a trend that continued in the
following years. Occupancy levels caused developers to add large quantities of supply to the market over recent
years. As completions surpassed net absorption for the sixth consecutive year in 2020, the market’s vacancy rate
dropped ten basis points year-over-year, to 4.7% at year-end 2019. Many feared that rent growth would suffer as
a consequence of apartment volume and increasing vacancy rates, but this has not been the case. Between 2015
and 2019, average asking rates increased by 18.7%
In fourth quarter 2019, 23,49 units were absorbed, behind the 56,272 units that were completed during the previous
quarter. During 2019, overall net absorption was 22.9% below absorption in 2018, according to data from Reis, Inc.
Reis, Inc. forecasts positive net absorption will further in 2020 to approximately 259,218 units. Net absorption is
then projected to observe a general slowdown through 2024. The five-year average from 2015 through 2019 saw
approximately 204,615 units being absorbed annually, while the five-year annual absorption average from 2020
through 2024 is projected at 138,330 units per year.
At the end of 2019, the market’s average asking rents, at $1,498 per unit, have continued to climb. Going forward,
Reis, Inc. anticipates that the apartments market’s vacancy rate will climb over the next five years, due to high
levels of supply. Despite this, Reis, Inc. projects that the average asking rent will reach to $1,746 per unit by the
end of 2024, representing an increase of 16.6% from 2019.
The following graph displays historical and projected vacancy and asking rent between 2009 and 2024:
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National Apartment Investment Sales Market

Overall Capitalization Rates
Both the PriceWaterhouse Coopers (PwC) Real Estate Investor Survey and the National Council of Real Estate
Investment Fiduciaries (NCREIF) methodologies offer unique perspectives on capitalization rate trends. The PwC
Real Estate Investor Survey calculates its data based on a personal survey of major institutional equity real estate
market participants. In contrast, NCREIF looks at data from appraisals included in their benchmark property return
index. The index contains quarterly performance data for unlevered investment-grade income-producing properties,
which are owned by, or on behalf of, exempt institutions.
The PwC Real Estate Investor Survey and NCREIF data demonstrates how capitalization rates (OAR) soar during
an economic downturn. The risk associated with apartment buildings in 2009 pushed the OAR to 8%, according to
PwC. OAR has dropped as the economy has stabilized, at the end of second quarter 2019, the average
capitalization rate dropped slightly from a year ago to 5.1%. Roughly 60% of the surveyed investors noted that
current market conditions do not specifically favor buyers or sellers. However, given the historically low average
capitalization rates, the other 40% of those surveyed claimed it remained a seller’s market.
At the end of first quarter 2020, the PwC Investor Survey reported the average capitalization rate for apartment
properties, at 5.1%, dropped one basis point above the average cap rate recorded in the previous quarter, after
falling 11 basis points from first quarter 2019. According to NCREIF, the overall capitalization rate, at 4.3% in fourth
quarter 2019, remaining at the same level as the previous quarter and the year prior. Despite displaying distinct
rates, similar trends are usually evident in both the PwC Real Estate Investor Survey and NCREIF data. Even with
the difference in the quarterly data, both surveys suggest that capitalization rates are well below what they were
nine years ago. This emphasizes investors’ positive sentiment toward the apartment market.
The following graph reflects historical trends for national apartment market OARs, per PwC:
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The following graph reflects national historical cap rate trends as reported by NCREIF:
Sales Volume
Through April 2020 sales volume in the apartment sector totaled $43.3 billion, falling 15% in a year-over-year sales
comparison. According to Real Capital Analytics, investors’ appetite for garden style communities has started to
drag recently. Garden-style apartment communities transactions are down 13% in a year-over-year comparison,
while mid/high-rise apartment deals are down 18% during the same period.
Total apartment sales volume returned to prerecession levels in 2013 and grew through 2016, when sales volume
set a new high. In 2017, sales volume for the national apartment market declined on an annual basis for the first
time since the economic expansion began. A total of roughly 8,000 properties transferred for $153.9 billion,
representing a 3.5% drop on an annual basis. Investors were mindful of the recent interest rate increases and aware
that further potential hikes were on the horizon.
During April 2020, apartment volume fell 71% in a year-over-year comparison as COVID-19’s impact on travel has
hurt the apartment sector. Deal volume for the month totaled $3.5 billion and deal volume is falling faster in the
apartment sector than any other property type. Prices in the apartment sector have risen by 10.8% and the non-
major metros have outperformed the major metros for the year.
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The following graph reflects national apartment historical sales volume for both garden and mid/high-rise properties
from 2009 through April 2020, as surveyed by RCA:
Average Sales Price per Unit

The average price per unit has steadily increased over the past few years. As the market recovered, the value of
the average apartment appreciated, however a portion of apartment units that were sold following the financial
crash were distressed assets, limiting price growth. Over the last five years there has been a decline in distressed
assets that are available for purchase. This has led to escalating prices alongside an increasingly strong
appreciation for mid- and high-rise properties in primary and secondary markets.
Through April 2020, the price per unit for garden properties was $141,658 and the mid/high-rise price per unit, at a
weighted average of $291,333 per unit during the same time period. At the end of April 220, the average price per
unit for all apartments, at $173,940. The average price per unit in the six major metro markets sits at $304,328 per
unit while the non-major metro markets average price per unit comes in at $146,077per unit.
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The following graph reflects the national apartment’s weighted historical averages for price per unit as surveyed by
RCA:
The Moody’s/RCA Commercial Property Index

The Moody’s/RCA Commercial Property Price Index (CPPI) is an advanced repeat-sale regression analytic used
to measure price changes in U.S. commercial real estate. The analysis allows for a timely and accurate picture of
U.S. commercial property price trends. The Index uses transaction data sourced from Real Capital Analytics (RCA)
and a methodology developed by a team headed by MIT Professor David Geltner working in conjunction with
Moody’s and RCA.
Several characteristics qualify property sales data for inclusion in the CPPI:
 The minimum value of a sale for inclusion is $2.5 million.

 Each sale must be a valid arms-length transaction. Foreclosures and other non-market transactions are
excluded.
 A minimum of 12 months between sales is necessary to control against “flips.”
 Neither of the sales in a pair can represent a material change in property use or size.
A transaction is excluded if the annualized return is less than negative 50% or greater than 50%. This restricts the
inclusion of erroneous reports, major rehab projects, and partial sales or otherwise flawed data.
The national index for all properties in April 2020 was 142.2, an increase of 6.1% from April 2019. The apartment
CPPI has increased the most over the last year, rising by 10.5%.
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The following graph displays the Commercial Property Price Index from 2010 through April 2020:
Major and Non-Major Apartment Property Index

Moody’s major markets include the six metropolitan areas of: Boston; Chicago; Los Angeles; New York; San
Francisco; and Washington D.C., which are often referred to as gateway markets. These markets reflect significant
differences in liquidity, when compared to other markets in the United States, as they attract capital from global
investors and account for more than half of the U.S. total sales volume. Therefore, apartment properties located in
one of the six major markets usually have a higher CPPI value than that of non-major markets.
The CPPI value for apartment properties in major markets reached its previous cyclical peak, at 112.5, in December
of 2007, and only declined 19.5% to its trough of 90.6 in December 2009. Since then, the CPPI value for major
market apartment buildings has not only recovered, but significantly surpassed the value lost during the economic
recession. As of first quarter 2020, the CPPI value for apartment buildings in major markets reached 198.2
representing a 76.2% increase over its previous cyclical peak.
The CPPI value for non-major apartment complexes reached its peak of 103.2 in June 2007, only to decline 37.9%
to a trough of 64.1 in early 2010. Naturally, price appreciation started off slow in non-major markets as investors
focused on the aforementioned gateway markets. However, apartment properties in non-major markets have
surpassed their previous high value by 80.8%, with an index value at 186.6 as of first quarter 2020.
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The following graph displays the Commercial Property Price Index for major and non-major markets over the last
decade:
COVID-19:
The reader should note the forthcoming market information heavily relies on the most recent available published
data sources. As the crisis began in the last month of the first quarter, the data may not be entirely representative
of the current market conditions, nor may it take into account various potential market impacts with regards to the
COVID-19 global pandemic. The analysis component focusing on historical data is important to illustrate the market
trends that were occurring up to the point of disruption. We will include more detailed trends and analyses of the
COVID-19 impacts as they become available. In the meantime, here are a few important points to consider:
 The current COVID-19 pandemic has resulted in shutdowns of non-essential business, and as a result many
other businesses have been significantly disrupted. This has resulted in a sharp and drastic unemployment
spike that is expected to negatively impact most businesses in the near term.
 The global pandemic has affected the national apartment market and landlords and renters are wondering
where the rent will be coming from over the next several months. Through April 19, 89% of rental households
paid either full or partial rental payments, according to the National Multifamily Housing Council (NMHC).
Renters were creative to pay rent in April while several landlords offered deferments and payment plans to
ease the stress of future rental payments. The NMHC believes that rent collection rates could drop in response
to the shutdown of the U.S. economy.
 The Federal Housing Finance Agency moved to protect multifamily owners and tenants in response to the novel
coronavirus. Apartment landlords with government-backed mortgages can avoid foreclosure if they don’t evict
tenants, and the order applies to Fannie Mae and Freddie Mac mortgage companies, which will extend
mortgage forbearance to any landlord negatively affected by the coronavirus national emergency. Several
states and local governments have put temporary eviction moratoriums in place during the pandemic.
 The United States’ coronavirus multifamily loan forbearance programs has seen the number of borrowers
looking for support continue to increase. Through April 30, 30 loans sponsored by Fannie Mae were in
forbearance and Freddie Mac had 327 loans in forbearance, totaling more than $2 billion.
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 The commercial real estate sector is not the stock market. It’s slower moving and the leasing fundamentals
don’t swing wildly from day to day. If the virus has a sustained and material impact on the broader economy, it
will have feed through impacts on property as well.
 The outbreak has also prompted a flight to quality, driving investors into the bond markets, where lower rates
are creating more attractive debt/refinance options.
 Most market participants are forecasting a strong rebound in apartment markets in the second half of the year
assuming the COVID-19 pandemic is contained.
National Apartment Market Summary

The national apartment market continues to benefit from the prolonged U.S. economic expansion. Wage growth is
trending higher and layoffs have fallen to the lowest levels since the 1970s. Stronger wage growth in the coming
years is expected as companies compete to hire the most talented employees. Strong job growth combined with
income gains typically leads to greater consumer spending, as well as changes in household formations as younger
workers leave home or transition from roommate situations into their own households.
Further, household debt burdens continue to decline, effectively increasing after-tax income. This will benefit the
apartment market as an increase in income and employment will allow more people to “uncouple,” or live
independently. This, tied with the continued shift of the millennial generation’s preference for living in a walkable,
urban area as well as other groups seeking convenience or see rent as their only financial option, will continue to
drive the demand for apartments, especially in urban areas.
Following are notes regarding the outlook for the U.S. national apartment market:
 Construction levels poses localized risk in several markets that have ramped up development. The number of
new developments breaking ground and coming to market will increase in the next year and likely surpass the
rate at which units can be absorbed, particularly in metros with a high concentration of new, expensive infill
product.
 Home ownership levels are at lows only matched in the 1960s and it is anticipated that will be the case for the
foreseeable future. Concerns could arise if the millennial generation start to trend toward houses in the suburbs
rather than walkable urban areas. It is worth noting that this generation grew up in the middle of the housing
bust which may have affected a general view of home ownership.
 Mortgage rates have hit historic lows and it is worth noting that renters and homeowners could take advantage
of the low rates over the next several months. 40% of renters plan to purchase a home given current interest
rates, according to Freddie Mac.
 With the shutdowns of non-essential businesses, construction has slowed across the United States and in some
metro areas construction has come to a full stop. Expect apartment deliveries to be pushed back until
construction can resume. At this time it is too difficult to speculate how long the delays will last.
 Major cities in the United States plan to utilize rent controls in order to combat the problem of affordable housing
in 2020. Rent controls have been established in New York, California and Oregon already and other major
markets are pondering the idea to ease rising rental costs. The National Apartment Association believes that
the solution should not be rent controls as they have devastating effects on the current stock available.
 The overall capitalization rates have remained steady over the last five years and the market has experienced
a positive response to the recent interest rate hikes. Accordingly, investors’ appetite for value-add opportunities
and properties in secondary and tertiary markets should escalate, as they continue to search for higher yields.
 Overall, the national apartment market remains healthy, underscored by steady absorption and stabilized rent
growth. Oversupply could result in slower rent growth over the next five years; however, demand will continue
and rent is expected to increase 3.1% on an annual basis from 2020 through 2024, according to Reis, Inc. To
summarize, the apartment market should remain one of the top choices for investors.
A-86
Apartment Market Analysis- Baltimore Regional Overview

Introduction
Data for the analysis of the Baltimore Apartment market is provided by Reis, Inc., a leading provider of multifamily
and commercial real estate market information since 1980. Their proprietary database includes trends, forecasts,
news and analyses for approximately 200,000 multifamily and commercial properties in 232 metropolitan markets
(4 property types multiplied by 58 metropolitan areas) and roughly 2,500 submarkets. Reis’ data are released on a
quarterly basis, and is widely recognized as a fundamental tool for appraisers throughout the country.
APARTMENT SUBMARKET MAP
Subject
Submarket Snapshot
As of first quarter 2020 (most recent data available as of the effective date of this appraisal) the Baltimore Apartment
market contains 163,957 rental units in 663 buildings, located in ten submarkets. Pikesville/Randallstown/Owings
Mills is the largest submarket, with 16.0 percent of the region’s total inventory. Annapolis/Crofton is the smallest
submarket, comprising 4.1 percent of total inventory.
The following table presents the geographic distribution of inventory in the area, along with other statistical
information for the most recent quarter. The subject is located within the Central Baltimore City submarket as
highlighted.
A-87
Geographic Distribution of Apartment Inventory

No. Inventory % Vacancy Free Rent Asking Rent
Submarket Bldgs (Units) Total Rate (%) (Months) ($/Month)
Central Baltimore City 119 20,807 12.7% 11.1 0.9 $1,541
Dundalk/Essex/Rosedale 58 18,966 11.6% 3.3 0.4 $979
Parkville/Carney/White Marsh 51 15,671 9.6% 1.5 0.2 $1,081
Towson/Timonium/Hunt Valley 57 14,097 8.6% 3.8 0.3 $1,364
Harford County 31 6,815 4.2% 4.6 0.5 $1,150
Pikesville/Randallstown/Owings Mills 107 26,229 16.0% 2.5 0.3 $1,301
Woodlawn/Catonsville 64 16,441 10.0% 2.0 0.4 $1,092
Columbia/Howard County 80 18,987 11.6% 5.2 0.8 $1,547
Glen Burnie/Harundale/Odenton 67 19,177 11.7% 3.5 0.3 $1,387
Annapolis/Crofton 29 6,767 4.1% 5.6 0.6 $1,758
Market Total 663 163,957 100.0% 4.3 0.5 $1,309
Source:
© Reis, Inc. 2020
Reprinted with the permission of Reis, Inc.
All Rights reserved.
As of first quarter 2020, the overall vacancy rate for the region was 4.3 percent. The subject’s Central Baltimore
City has the highest vacancy rate of 11.1 percent, while Parkville/Carney/White Marsh has the lowest vacancy rate
of 1.5 percent. The subject’s Central Baltimore City submarket has a current vacancy rate of 11.1 percent.
The average quoted rental rate for all types of space within the region is $1,309 per month. Annapolis/Crofton has
the highest average rent of $1,758 per month. Conversely, the lowest rents are achieved in
Dundalk/Essex/Rosedale at $979 per month. The subject’s Central Baltimore City submarket has an average
asking rental rate of $1,541 per month. In addition, free rent concessions are prevalent within the market for recently
delivered projects and range from 0.2 to 0.9 months.
Supply Analysis
Apartment Vacancy Rates
The vacancy rate for the Baltimore region currently stands at 4.3 percent for first quarter 2020, which is up from
year-end 2019 when vacancy was 4.2 percent. Reis projects that vacancy rates will increase over the near term
from an average of 5.3 percent in 2020 to 5.7 percent in 2024.
The subject submarket is underperforming the market as a whole, with a current vacancy rate of 11.1 percent.
Vacancy rates are projected to decrease over the next few years from 11.2 percent in 2020 to 9.1 percent in 2024.
The vacancy rate within Baltimore City is reflective of recent deliveries of new projects, which are undergoing lease
up as will be discussed.
A-88
The following table presents historical and projected vacancy for the region and subject submarket.
Apartment Historical and Projected Vacancy Rates

Baltimore Central Baltimore City
Year Class A Class B/C Total Class A Class B/C Total
2015 5.2 3.0 4.0 8.8 4.7 7.4
2016 5.4 2.7 3.9 10.4 5.5 8.8
2017 5.4 2.6 3.9 10.9 4.0 8.7
2018 6.0 2.9 4.3 11.1 5.6 9.6
2019 6.0 2.6 4.2 13.0 5.3 11.0
1Q20 6.1 2.6 4.3 13.7 4.0 11.1
2020 --- --- 5.3 --- --- 11.2
2021 --- --- 5.5 --- --- 10.8
2022 --- --- 5.8 --- --- 10.2
2023 --- --- 5.8 --- --- 9.5
2024 --- --- 5.7 --- --- 9.1
Source: Reis, Inc.

Note: Reis does not differentiate between space that is available directly from the landlord or as a sublease. Any
space that is available immediately for leasing (i.e. within 30 days) is considered vacant by Reis' standards.
As shown, Class A properties within the region are experiencing higher vacancies than the market as a whole at
6.1 percent, and Class B/C properties are experiencing lower vacancies of 2.6 percent. Within the Central Baltimore
City submarket, Class A properties are experiencing higher vacancies than Class B/C properties.
Apartment Construction Completions
The Baltimore Apartment market experienced an annual average of 12,196 units completed between 2015 and
2019 or an average of 2,439 units per year. Over the next five years, Reis projects that an additional 6,973 units
will be added to the Baltimore market. Between 2015 and 2019, the Central Baltimore City submarket experienced
new construction of 5,587 units, or an average of 1,117 units per year. This accounts for approximately 45.8 percent
of the region’s total completions. Over the next five years, Reis projects that an additional 1,562 units will be added
to the Baltimore submarket.
The following table presents historical and forecast inventory for the region and subject’s submarket.
Historical & Projected Inventory (Apartment Units)

Year Inventory Completions Inventory Completions % Total
2015 153,292 1,647 16,121 901 54.7%
2016 155,938 2,646 16,887 766 28.9%
2017 157,890 1,952 17,819 932 47.7%
2018 162,795 4,905 20,237 2,418 49.3%
2019 163,841 1,046 20,807 570 54.5%
1Q20 163,957 116 20,807 0 0.0%
2020 165,954 2,113 21,512 705 33.4%
2021 166,781 827 21,912 400 48.4%
2022 168,461 1,680 22,100 188 11.2%
2023 169,654 1,193 22,239 139 11.7%
2024 170,814 1,160 22,369 130 11.2%
2015-2019
Total Completions 12,196 5,587 45.8%
Annual Average 2,439 1,117
Source: Reis, Inc.
A-89
Demand Analysis
Apartment Rental Rates
As shown in the following chart, average asking rents for the region have been trending upward, from an average
of $1,165 per month in 2015 to an average of $1,310 per month in 2019, indicating a compound average growth
rate (CAGR) of 3.0 percent. As of first quarter 2020, average asking rents dropped to $1,309 per month. Over the
past few years, concessions have been rising and currently stand at 4.0 percent of face rents. Over the next five
years, average asking rents are expected to increase from $1,289 per month in 2020 to $1,370 per month in 2024.
Average asking rental rates in the Central Baltimore City submarket ranged from an average of $1,370 per month
in 2015 to an average of $1,573 per month in 2019, demonstrating a CAGR of 3.5 percent. As of first quarter 2020,
average rents dropped to $1,541 per month. Over the next five years, average asking rents are projected to
increase from $1,505 per month in 2020 to $1,567 per month in 2024. Concessions currently stand at 7.5 percent
of face rents.
The following table presents historical and projected average asking rental rates for the region and submarket.
Apartment Historical and Projected Average Asking Rental Rates

Asking Rent $/Month % Concessions Asking Rent $/Month % Concessions
Year Class A Class B/C Total Eff Rent Change % Face Rent Class A Class B/C Total Eff Rent Change % Face Rent
2015 $1,385 $991 $1,165 $1,138 2.7 2.3 $1,641 $864 $1,370 $1,347 2.4 1.7
2016 $1,414 $1,011 $1,194 $1,165 2.4 2.4 $1,663 $827 $1,384 $1,340 -0.6 3.2
2017 $1,467 $1,029 $1,231 $1,186 1.8 3.7 $1,647 $884 $1,406 $1,319 -1.5 6.2
2018 $1,519 $1,060 $1,278 $1,228 3.5 3.9 $1,735 $968 $1,522 $1,408 6.8 7.5
2019 $1,550 $1,090 $1,310 $1,257 2.4 4.0 $1,781 $1,012 $1,573 $1,457 3.4 7.4
1Q20 $1,545 $1,091 $1,309 $1,257 0.0 4.0 $1,743 $993 $1,541 $1,425 -2.2 7.5
2020 --- --- $1,289 $1,235 -1.8 4.2 --- --- $1,505 $1,394 -4.3 7.4
2021 --- --- $1,286 $1,230 -0.4 4.4 --- --- $1,501 $1,385 -0.7 7.7
2022 --- --- $1,308 $1,251 1.7 4.4 --- --- $1,521 $1,408 1.7 7.4
2023 --- --- $1,338 $1,279 2.2 4.4 --- --- $1,547 $1,432 1.7 7.4
2024 --- --- $1,370 $1,307 2.2 4.6 --- --- $1,567 $1,450 1.3 7.5
CAGR 2.85% 2.41% 2.98% 2.52% 2.07% 4.03% 3.51% 1.98%
Apartment Absorption
Absorption measures change in the level of occupied space in a geographic region over a specific period of time.
Absorption is not a measure of leasing activity. It reflects increasing, stable or decreasing demand for space. If the
level of occupied space increases from one period to the next, demand has increased. If no change has occurred,
demand is stable. If the level of occupied space is lower, demand has decreased. All things being equal, positive
absorption lowers vacancy rates and negative absorption increases vacancy rates. A newly constructed building
that enters the marketplace vacant will adversely affect the vacancy rate but have no bearing on absorption since
it has not altered the level of occupancy.
Over the past few years, new construction within the region has outpaced absorption levels. As shown in the
following table, an annual average of 12,196 new units were completed in the Baltimore region between 2015 and
2019, while 11,797 new units were absorbed. Regionally, there was a rise in vacancy from 4.2 percent in 2019 to
the current vacancy rate of 4.3 percent, reflected continued demand for apartments. Over the next five years, Reis
projects that construction figures will outpace absorption (new construction will total 6,973 units, and absorption will
total 4,108 units).
New construction within the Central Baltimore City submarket has outpaced absorption levels, resulting in increased
vacancy rates. Between 2015 and 2019, a total of 5,587 new units were completed, while 4,730 new units were
absorbed. Over the next five years, Reis projects that 1,562 units will be added to the market, while 1,803 will be
absorbed, resulting in a stabilization of vacancy in the market.
A-90
According to survey data, the average monthly lease-up pace for new market-rate apartment projects throughout
the Baltimore region over the past year has ranged from 10-to-25 units per month. Absorption ranged based on the
property location, unit pricing and project amenities. Over the past five years, the net average lease-up pace for
new construction has averaged 15 units per month for garden and mid-rise style projects and 10 units per month
for high-rise projects within the Baltimore region. Recent absorption rates have averaged 15 to 25 units per month
for new projects in downtown Baltimore City.
The following table presents historical and projected absorption levels for the region and subject submarket.
Apartment Historical and Projected Net Absorption (units)

Year Class A Class B/C Total Completions Class A Class B/C Total Completions
2015 1,861 212 2,073 1,647 1,101 35 1,136 901
2016 2,325 304 2,629 2,646 520 (45) 475 766
2017 1,857 64 1,921 1,952 778 85 863 932
2018 3,933 50 3,983 4,905 2,123 (90) 2,033 2,418
2019 961 230 1,191 1,046 208 15 223 570
1Q20 14 3 17 116 (102) 72 (30) 0
2020 --- --- 239 2,113 --- --- 584 705
2021 --- --- 450 827 --- --- 438 400
2022 --- --- 1,036 1,680 --- --- 305 188
2023 --- --- 1,146 1,193 --- --- 266 139
2024 --- --- 1,237 1,160 --- --- 210 130
2015-2019
Total Absorption 10,937 860 11,797 12,196 4,730 0 4,730 5,587
Annual Average 2,187 172 2,359 2,439 946 0 946 1,117
Source: Reis, Inc.
Apartment New Construction Activity
According to Reis, 1,974 units were completed within the Baltimore region over the past few years in a total of 19
projects. There are currently 4,391 units under construction within 23 projects. An additional 18,112 units are
planned within 95 projects for potential delivery in the next few years, along with 19 proposed buildings which would
add another 2,538 units.
The following tables present new and proposed construction activity for the region.
Apartment New Construction Activity - Complete
No.
Name Location Ctiy Submarket Units Status Completion
The Darcy On Light Street 1708 Light Street Baltimore Central Baltimore City 10 Complete March 2019
Center West Ph 1 101 & 201 N Schroeder St Baltimore Central Baltimore City 262 Complete April 2019
Greenbrier Hills Nancy Crt @ Knollcrest Dr Bel Air Harford County 71 Complete April 2019
Bristol Green 5401 Bristol Green Way Baltimore Woodlawn/Catonsville 60 Complete April 2019
The Courtland 415 St Paul Pl Baltimore Central Baltimore City 15 Complete May 2019
The Flats At Eutaw Place 1517 Eutaw Pl Baltimore Central Baltimore City 62 Complete May 2019
Woodfall Greens Apartments 90 Hammonds Ln Brooklyn Glen Burnie/Harundale/Odenton 230 Complete June 2019
Eastport Sail Loft 400 Chesapeake Ave Annapolis Annapolis/Crofton 11 Complete July 2019
Bainbridge Federal Hill 1100 Key Hwy Baltimore Central Baltimore City 224 Complete July 2019
Waverly Grove 10501 Maryland 99 Woodstock Columbia/Howard County 30 Complete July 2019
Monarch 2614 Smooth Alder Street Odenton Annapolis/Crofton 246 Complete August 2019
Wheelhouse South Street 7 W Cross St Baltimore Central Baltimore City 29 Complete August 2019
9 East Mount Royal Ave 9 E Mt Royal Ave Baltimore Central Baltimore City 64 Complete August 2019
Howard Row Ph 1 407-415 N Howard St Baltimore Central Baltimore City 41 Complete August 2019
Morris Place 7804 Taggart Ct Elkridge Columbia/Howard County 166 Complete September 2019
Liberty Harbor East 1301 Aliceanna St Baltimore Central Baltimore City 315 Complete November 2019
The Wilkes 1719 Eastern Ave Baltimore Central Baltimore City 10 Complete November 2019
Brewers Green 3401 South Highland Avenue Baltimore Central Baltimore City 12 Complete December 2019
The Met At Metro Centre 10500 Grand Central Avenue Owings Mills Pikesville/Randallstown/Owings Mills 116 Complete February 2020
Total Complete 1,974
A-91
Apartment New Construction Activity - Under Construction

No.
Annapolis Townes At Neal Farm 504 Joseph Johnson Drive Annapolis Annapolis/Crofton 50 Under Constr. --- ---
Monarch At Waugh Chapel 2639 Smooth Alder Street Gambrills Annapolis/Crofton 52 Under Constr. --- ---
Federal Point 49 W West St Baltimore Central Baltimore City 11 Under Constr. --- ---
Alta Federal Hill Ph 1 1800 S Hanover St Baltimore Central Baltimore City 267 Under Constr. --- ---
Alta Brewers Hill 1211 South Eaton Street Baltimore Central Baltimore City 371 Under Constr. --- ---
Beech Creek 811 S Stepney Rd Aberdeen Harford County 760 Under Constr. --- ---
The View At Mill Run Ph 2 Mill Centre Dr & Dolfield Blvd Owings Mills Pikesville/Randallstown/Owings Mills 157 Under Constr. --- ---
1509 East Baltimore Street Redevelopment 1501 E Baltimore St Baltimore Central Baltimore City 14 Under Constr. May 2020
Dorchester View 7147 Wright Rd Hanover Glen Burnie/Harundale/Odenton 117 Under Constr. May 2020
The Woodberry Ph 1 2001 W Cold Spring Ln Baltimore Pikesville/Randallstown/Owings Mills 284 Under Constr. May 2020
Arnold Ridge 97 Shadbush Way Arnold Annapolis/Crofton 51 Under Constr. June 2020
Crittenton Hill Multi-Residential Development 801 W 32Nd St Baltimore Central Baltimore City 19 Under Constr. June 2020
The Madison 1617 Eastern Ave Baltimore Central Baltimore City 23 Under Constr. June 2020
Oxford Square Ph 1 Coca Cola Dr @ Rte 100 Hanover Columbia/Howard County 477 Under Constr. June 2020
Dorcherter View Phase 2 1322 Hawthorne Dr Hanover Glen Burnie/Harundale/Odenton 247 Under Constr. June 2020
Bel Air Academy 45 E Gordon Rd Bel Air Harford County 22 Under Constr. June 2020
Trotter'S Knoll 8090 Old Montgomery Rd Ellicott City Columbia/Howard County 78 Under Constr. July 2020
Avalon 555 President 555 President St Baltimore Central Baltimore City 284 Under Constr. August 2020
Soha Union 4801 Harford Rd Baltimore Parkville/Carney/White Marsh 16 Under Constr. August 2020
725 W Pratt 719-725 W Pratt St Baltimore Central Baltimore City 50 Under Constr. October 2020
Avalon Towson 2 E Joppa Rd Towson Towson/Timonium/Hunt Valley 371 Under Constr. November 2020
Odenton Town Center At Seven Oaks Town Center Blvd & Annapolis Rd Odenton Glen Burnie/Harundale/Odenton 270 Under Constr. January 2021
Avalonbay 800 Fleet St Baltimore Central Baltimore City 400 Under Constr. June 2021
Total Under Construction 4,391
Apartment New Construction Activity - Planned

No.
Eastport Plaza Mixed-Use Development Bay Ridge Ave & Chesapeake Ave Annapolis Annapolis/Crofton 98 Planned --- ---
Port Covington Apartments Phase 1 E Cromwell St & Sun Park Dr Baltimore Central Baltimore City 1,111 Planned --- ---
Collective At Canton 1200-1400 S Haven St Baltimore Central Baltimore City 500 Planned --- ---
Crook Horner Lofts 301 & 305 N Howard St Baltimore Central Baltimore City 15 Planned --- ---
Alta Federal Hill Ph 2 1900 S Hanover St Baltimore Central Baltimore City 258 Planned --- ---
Village Of Cross Keys Redevelopment Jones Falls Expressway & Falls Road Baltimore Central Baltimore City 318 Planned --- ---
2001 Aliceanna Street Redevelopment Ph 2 Aliceanna St & S Washington St Baltimore Central Baltimore City 23 Planned --- ---
106 West Saratoga Street 106 W Saratoga St Baltimore Central Baltimore City 10 Planned --- ---
7 West Eager Street 7 W Eager St Baltimore Central Baltimore City 126 Planned --- ---
Eager Square 1700 E Eager St Baltimore Central Baltimore City 252 Planned --- ---
1301 East Fort Avenue 1301 E Fort Ave Baltimore Central Baltimore City 113 Planned --- ---
Fayette And Liberty Streets Redevelopment 102 N Liberty St Baltimore Central Baltimore City 20 Planned --- ---
Mulberry Street Lofts 422 W Mulberry St Baltimore Central Baltimore City 63 Planned --- ---
1709 Fleet Street 1709-1719 Fleet St Baltimore Central Baltimore City 25 Planned --- ---
Yard 56 Ph 2 5610 Eastern Ave Baltimore Central Baltimore City 250 Planned --- ---
3400 Boston Street 3400 Boston St Baltimore Central Baltimore City 244 Planned --- ---
Centerwest Ph 2 W Mulberry St & N Arlington Ave Baltimore Central Baltimore City 400 Planned --- ---
Rye Street Market Ch 1 At Port Covington Bldg E6 E Cromwell St & Sun Park Dr Baltimore Central Baltimore City 242 Planned --- ---
West Baltimore St. Tower 325 W Baltimore St Baltimore Central Baltimore City 321 Planned --- ---
Rye Street Market Ch 1 At Port Covington Bldg E1 E Cromwell St & Sun Park Dr Baltimore Central Baltimore City 158 Planned --- ---
509 South Washington Street 509 S Washington St Baltimore Central Baltimore City 33 Planned --- ---
Center/West Future Phase Townhomes 201 N Schroeder St Baltimore Central Baltimore City 321 Planned --- ---
17-23 South Gay Street 17 N Gay St Baltimore Central Baltimore City 62 Planned --- ---
520 Somerset Street 520 Somerset Street Baltimore Central Baltimore City 197 Planned --- ---
906 Trinity Street Redevelopment 906-910 Trinity St Baltimore Central Baltimore City 40 Planned --- ---
900 Fleet Street 900 Fleet St Baltimore Central Baltimore City 400 Planned --- ---
Mayfair Place 506 N Howard St Baltimore Central Baltimore City 75 Planned --- ---
Carmel On Providence Redevelopment Providence Road & Fairview Road Baltimore Central Baltimore City 201 Planned --- ---
Wheelhouse North Street 2001-2009 N Charles St Baltimore Central Baltimore City 44 Planned --- ---
400 Park Avenue 214 W Mulberry St Baltimore Central Baltimore City 94 Planned --- ---
319 West Franklin Street 319 W Franklin St Baltimore Central Baltimore City 14 Planned --- ---
Mechanic Theatre Redevelopment 1 W Baltimore St Baltimore Central Baltimore City 600 Planned --- ---
Riverside Avenue Multi-Residential Complex Riverside Ave & E Hamburg St Baltimore Central Baltimore City 100 Planned --- ---
The Pinnacle Key Hwy @ E Cross St Baltimore Central Baltimore City 47 Planned --- ---
Hendler Creamery Apartments 1100 E Baltimore St Baltimore Central Baltimore City 296 Planned --- ---
201 Wilson Street Redevelopment 201 Wilson St Baltimore Central Baltimore City 11 Planned --- ---
Hanover Cross Street Ph 2 101 W Cross St Baltimore Central Baltimore City 350 Planned --- ---
1812 Greenmount Avenue 1812 Greenmount Ave Baltimore Central Baltimore City 50 Planned --- ---
Brewers Crossing 4001 Hudson St Baltimore Central Baltimore City 36 Planned --- ---
701 E Baltimore St 701 E Baltimore St Baltimore Central Baltimore City 226 Planned --- ---
1901 Light Street 1901 Light St Baltimore Central Baltimore City 140 Planned --- ---
Woodberry Station Apartments 3511-3513 Clipper Rd Baltimore Central Baltimore City 80 Planned --- ---
Howard Row Ph 2 417 N Howard St Baltimore Central Baltimore City 10 Planned --- ---
Tractor Building At Clipper Mill Redevelopment Druid Park Dr & Clipper Rd Baltimore Central Baltimore City 99 Planned --- ---
The Loft 1000 Eastern Avenue Baltimore Central Baltimore City 30 Planned --- ---
2001 Aliceanna Street Redevelopment Ph 1 2001 Aliceanna St Baltimore Central Baltimore City 278 Planned --- ---
Uplands Apartments Ph 2 Old Frederick Rd @ Edmondson Ave Baltimore Columbia/Howard County 104 Planned --- ---
Long Reach Village Center Redevelopment Tamar Dr & Foreland Garth Columbia Columbia/Howard County 205 Planned --- ---
Hickory Ridge Village Center Redevelopment - Apts 6420 Freetown Rd Columbia Columbia/Howard County 230 Planned --- ---
A-92
Apartment New Construction Activity - Planned (Continued)

No.
Name Location City Submarket Status Completion
Units
The Settlement At Savage Mill 8400 Fair Street Savage Columbia/Howard County 35 Planned --- ---
4909 Hamilton Avenue 4909 Hamilton Ave Baltimore Dundalk/Essex/Rosedale 42 Planned --- ---
Sandy Farms Rd Subdivision Sandy Farms Rd @ Wieker Rd Annapolis Glen Burnie/Harundale/Odenton 300 Planned --- ---
Parkside Ph 6 8002 Parkside Blvd Hanover Glen Burnie/Harundale/Odenton 32 Planned --- ---
Laurel Park Station Future Phase Laurel Racetrack Rd & Fort Meade Rd Laurel Glen Burnie/Harundale/Odenton 780 Planned --- ---
The Townes At Park West 7861 Quarterfield Rd Severn Glen Burnie/Harundale/Odenton 38 Planned --- ---
Gilbert Road Development Gilbert Rd & Old Robin Hood Rd Aberdeen Harford County 322 Planned --- ---
Franklin Street Apartments 19 Franklin St Aberdeen Harford County 24 Planned --- ---
The District At Emmorton Plumtree Rd & Emmorton Rd Bel Air Harford County 205 Planned --- ---
South Bond Street Apartments Md-22 & S Bond St Bel Air Harford County 15 Planned --- ---
James Run Highway 95 N & Creswell Rd Bel Air Harford County 300 Planned --- ---
Crossroads At Hickory 2213 Jack Ln Bel Air Harford County 184 Planned --- ---
Aumar Village Mountain Rd & Bel Air Rd Fallston Harford County 60 Planned --- ---
Benson'S Corner 1700 Harford Rd Fallston Harford County 56 Planned --- ---
Bowie Marketplace Apartments Superior Ln & Plaza Dr Bowie Non-Submarketed Areas 225 Planned --- ---
Melford Mansions Curie Drive & Lake Melford Avenue Bowie Non-Submarketed Areas 435 Planned --- ---
Melford Mansions Future Phase Curie Drive & Lake Melford Avenue Bowie Non-Submarketed Areas 72 Planned --- ---
Melford Apartments Eastern Wrap Building Curie Drive & Lake Melford Avenue Bowie Non-Submarketed Areas 472 Planned --- ---
Jemal'S Kent Narrows Redevelopment 59 Piney Narrows Rd Chester Non-Submarketed Areas 396 Planned --- ---
Dixon Square Apartments Ph 2 Scheeler Rd & Hacke Dr Chestertown Non-Submarketed Areas 88 Planned --- ---
Dixon Square Apartments Ph 1 Scheeler Rd & Hacke Dr Chestertown Non-Submarketed Areas 88 Planned --- ---
Grase On Main Street 9810 Main St Damascus Non-Submarketed Areas 40 Planned --- ---
Village At Slippery Hill Ph 3 Nesbit Rd & Main St Queenstown Non-Submarketed Areas 68 Planned --- ---
Village At Slippery Hill Ph 1 Nesbit Rd & Main St Queenstown Non-Submarketed Areas 66 Planned --- ---
Mulligan Lane Apartments Mulligan Ln & Wttr Ln Westminster Non-Submarketed Areas 35 Planned --- ---
Ingram Manor Apartments 7301 Park Heights Ave Baltimore Pikesville/Randallstown/Owings Mills 96 Planned --- ---
Metro Centre At Owings Mills Bldg 8 Painters Mill Rd @ I-795 Owings Mills Pikesville/Randallstown/Owings Mills 184 Planned --- ---
Metro Centre At Owings Mill Future Phase Painters Mill Rd & I-795 N Owings Mills Pikesville/Randallstown/Owings Mills 1,586 Planned --- ---
Owings Mills New Town Dolfield Rd S @ I 795 Owings Mills Pikesville/Randallstown/Owings Mills 392 Planned --- ---
Avalon Foundry Row 9830 Reisterstown Rd Owings Mills Pikesville/Randallstown/Owings Mills 437 Planned --- ---
Townes At Pahls Farm 4223 Bedford Rd Pikesville Pikesville/Randallstown/Owings Mills 17 Planned --- ---
The Fairways At Woodholme 600 Mt Wilson Ln Pikesville Pikesville/Randallstown/Owings Mills 153 Planned --- ---
The Overlook At Roland Park Falls Rd & W Northern Pkwy Baltimore Towson/Timonium/Hunt Valley 148 Planned --- ---
Bluestem 6241 Falls Rd Baltimore Towson/Timonium/Hunt Valley 140 Planned --- ---
Hunt Valley Towne Centre Expansion 118 Shawan Rd Cockeysville Towson/Timonium/Hunt Valley 500 Planned --- ---
Towson Row York Rd @ Towsontown Blvd Towson Towson/Timonium/Hunt Valley 250 Planned --- ---
Loch Raven Commons 1300 E Joppa Rd Towson Towson/Timonium/Hunt Valley 208 Planned --- ---
736 Edmondson Avenue 736 Edmondson Ave Catonsville Woodlawn/Catonsville 23 Planned --- ---
The Caroline 520 S Caroline St Baltimore Central Baltimore City 31 Planned January 2021
Aspen Apartments At Melford Village Melford Blvd & Curie Dr Bowie Non-Submarketed Areas 389 Planned August 2021
Henderson Crossing 800 N Madeira St Baltimore Central Baltimore City 53 Planned September 2021
1401 Woodall Street 1401 Woodall St Baltimore Central Baltimore City 28 Planned October 2021
2001 Druid Park Drive 2001 Druid Park Dr Baltimore Central Baltimore City 48 Planned November 2021
1012 Morton Street 1012 Morton St Baltimore Central Baltimore City 65 Planned November 2021
The Brixton 421 S Broadway Baltimore Central Baltimore City 33 Planned December 2021
Hamburg Street Apartments 115 W Hamburg St Baltimore Central Baltimore City 33 Planned January 2022
Total Planned 18,112
Apartment New Construction Activity - Proposed

No.
Chesapeake Grove At Bembe Beach Bembe Beach Rd @ Edgewood Rd Annapolis Annapolis/Crofton 42 Proposed --- ---
Eastern And Bank Redevelopment 3825 Bank St Baltimore Central Baltimore City 140 Proposed --- ---
Eager Place Apts E Eager St @ N Wolfe St Baltimore Central Baltimore City 82 Proposed --- ---
Jonestown Redevelopment 110 S Central St Baltimore Central Baltimore City 107 Proposed --- ---
2030 Aliceanna Apartments 2030 Aliceanna St Baltimore Central Baltimore City 87 Proposed --- ---
Lexington & Fayette St Mixed-Use Lexington St @ Fayette St Baltimore Central Baltimore City 225 Proposed --- ---
Linden Apartments 825 Druid Park Lake Dr Baltimore Central Baltimore City 70 Proposed --- ---
Old Town Center Phase I 500 N Gay St Baltimore Central Baltimore City 237 Proposed --- ---
814 N Charles St 814 N Charles St Baltimore Central Baltimore City 142 Proposed --- ---
Jonestown Mews Apts 921 E Baltimore St Baltimore Central Baltimore City 21 Proposed --- ---
1923 Ashland Avenue Development 1923 Ashland Ave Baltimore Central Baltimore City 20 Proposed --- ---
500 South Broadway Redevelopment 500-504 S Broadway Baltimore Central Baltimore City 18 Proposed --- ---
Fall River Terrace Redevelopment 5503 Harpers Farm Rd Columbia Columbia/Howard County 120 Proposed --- ---
Ellicott Gardens II 5511 & 5513 Waterloo Rd Columbia Columbia/Howard County 80 Proposed --- ---
Columbia Lakefront Apartments Little Patuxent Pkwy & Wincopin Circle Columbia Columbia/Howard County 300 Proposed --- ---
Former Normandy Shopping Center Rte 40 @ Normandy Center Dr Ellicott City Columbia/Howard County 400 Proposed --- ---
Foundry Station 2929 Sollers Point Rd Dundalk Dundalk/Essex/Rosedale 185 Proposed --- ---
Crain Garden Apartments 1815 Crain Hwy S Glen Burnie Glen Burnie/Harundale/Odenton 32 Proposed --- ---
375 West Padonia Road 375 W Padonia Rd Lutherville Timonium Towson/Timonium/Hunt Valley 230 Proposed --- ---
Total Proposed 2,538
Regional Apartment Market Trends

The following exhibit presents historical and projected trends of completions, absorption and vacancy rates for the
Baltimore regional apartment market. As reflected by the exhibit, there was a recent spike in completions and
absorption for 2018, which is forecast to decrease to more typical levels over the next five years. The exhibit reflects
the projected drop off in apartment deliveries in Baltimore over the next five years based on REIS data.
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Apartment Completions, Absorption and Vacancy

6,000 7.0%
6.0%
5,000
5.0%
4,000
4.0%
3,000
3.0%
2,000
2.0%
1,000
1.0%
0 0.0%
2015 2016 2017 2018 2019 1Q20 2020 2021 2022 2023 2024
Completions (MSF) Absorption (MSF) Total Vacancy
Source: Reis, Inc.
Competitive Apartment Properties Overview

In order to examine the subject property in its proper context, an examination of the subject's most direct competition
is necessary. Consideration is also given to the potential for new competition via proposed complexes. The
competitive properties are presented on the following table.
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COMPETITIVE APARTMENT RENTAL MAP

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Competitive Apartment Summary
These properties will be more fully discussed in the Income Approach section of this report. To summarize, the
apartment comparable projects were constructed between 2011 and 2018 and number of units range from 153 to
346 units. Individual unit sizes range from 705 to 901 square feet. The comparable apartment projects revealed
occupancy levels ranging from 88.0 percent to 99.0 percent, with an average of 92.8 percent. Most of the
competitive projects reflect stabilized occupancy. The table below is a summary of rental rates by unit type:
SUMMARY OF COMPARABLE RENTAL PROPERTIES (2020 $)

QUOTED RENT QUOTED RENT
UNIT SIZE (SF) PER MONTH $/SF/MONTH
AVG. AVG. AVG.
Studio Units 583 $1,600 $2.84
One Bedroom Units 736 $1,862 $2.58
Two Bedroom Units 1,057 $2,390 $2.30
Three Bedroom Units 1,136 $3,372 $2.97
A comparison of the subject’s (Chapter 1B apartments) proposed asking rents to the comparables is presented in
the Income Capitalization Approach. Minimal rent concessions are being offered at competitive stabilized projects.
Concessions are typical for newer projects undergoing initial lease-up. Most comparable properties require tenants
to pay for metered utilities and the owner pays for trash removal. Despite the increase in inventory over the past
three years, the market reflects stabilized occupancy, moderate rent concessions and continued demand by young
workers, empty nesters and college students.
Subject’s Proposed Apartments- Competitive Position

The subject’s proposed apartment development will offer a competitive development as part of an urban live-work-
play environment, with an on-site grocery store, restaurants and office space. The subject’s Chapter 1B proposed
development will include 537 apartment units in three separate projects, and will include 81 units will be designed
for short-term rentals and 89 for affordable housing. Apartments are in strong demand in the subject’s market. The
subject is attractive for short-term rentals due to its location proximate to Interstate 95 and institutional facilities
including “feds, eds and meds” according to market participants (federal government agencies and military
installations, and educational and medical centers). Market data regarding the short-term rental market is presented
in the Addenda. We also provide additional information regarding competitive extended-stay hotels in the following
section, which will compete with the subject’s short-term rental component. Interviews with on-site managers
indicated rental rate increases have been occurring at most complexes prior to the COVID-19 Pandemic that
impacted the region as of March 2020. Presently, limited rent concessions are offered at competitive projects, which
varies widely depending on available vacant units, seasonality, as well as new projects undergoing lease-up. New
projects typically offer rent concessions during the initial lease-up period. In addition, some competitive projects
use a lease management system such as LRO or YieldStar, which includes any discounts within the base face rate.
Apartment Market Analysis Summary

The subject’s Baltimore City apartment market has historically experienced stabilized vacancy rates and increased
rental rates supported by apartment demand generators including college students, young families and workers,
empty nesters and retirees. The recent increase in vacancy is reflective of new deliveries. Vacancy is expected to
stabilize as new inventory is leased in the near-term. REIS is projecting a steady decline in the vacancy rate to
stabilized levels within the next five years once the current pipeline of new projects are delivered and stabilized.
Nonetheless, there is some near-term supply risks until recently delivered projects and apartment projects under
construction are delivered and stabilize within the next three years. In addition, it is anticipated that the COVID-19
pandemic may slow leasing demand over the next three to six months, or until.
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Short-Term Apartment Rental Market / Hotel/ Extended-Stay Market

Multifamily has become an increasingly diversified sector- with niche assets classes such as student housing, senior
housing, affordable housing, coliving and micro units garnering major investor interest. Short-term housing is the
latest market niche gaining interest by national investors and developers. There are a few national operators
partnering with apartment owners to provide short-term rentals on a standardized platform similar to hotels. Short-
term rentals are different from hotels in that they are furnished with complete apartment-grade in-unit amenities
including full kitchen, bath and in-unit washer and dryer. Short-term rentals reflect an operational platform that is
streamlined to provide frictionless interface for guest booking, access and event planning. Tenants pay on a nightly
basis, often staying for just a few nights as compared to the typical monthly leases for standard apartments.
Additional details regarding the Short-Term Rental market is presented in the Addenda.
National Hotel/ Extended-Stay Industry Overview

Introduction
Although the subject’s proposed development (Chapter 1B - E5B) will not be operated as a hotel, 81 apartment
units are proposed to be operated by a short-term apartment manager, which will compete with extended stay
hotels in the subject’s market and priced on a nightly rental rate. Thus, we provide a brief national overview of the
hotel market, and include a STR survey of competitive extended stay hotels at the end of this section. This analysis
was also considered for a proposed future 235-key hotel in the second phase the project (Chapter 2- Parcel C11).
Q1 2020 – Freefall from COVID-19

Although COVID-19 has been impactful nationally for about six weeks and the concept of time has become different
since working-at-home, the impact of the pandemic on the US lodging market manifested most dramatically in
March. For much of the country, hotel performance in January and February was positive compared to those months
in 2019 and only a few markets had shown declines relative to 2019. However, in March 2020, occupancy decline
for the nation was swift and merciless and some average rate discounting began.
The US Travel industry is among the hardest hit economy sectors from the Coronavirus (COVID-19). Stay-at-home
orders issued by the majority of states in the US and a constraint of economic activity to only essential workers
have effectively reduced travel, particularly air travel. As a result, large hotels in most major urban areas saw a
significant decline in business, group, and leisure guests, while some converted their rooms for quarantine-related
guests, first responders, and medical personnel. In an unprecedented response, hotel owners and operators
shuttered hundreds of thousands of hotel rooms across the country. As of mid-April 2020, approximately 25.0
percent of Marriott hotel rooms were temporarily closed and STR Global reported that 750,000 out of 5.4 million
hotel rooms (or 16.0 percent) of the US hotel inventory is not operating.
At this time, most of these closures are expected to be temporary. Phased “re-opening” plans for states and local
jurisdictions are being prepared; some with dates in May and June 2020. Logistics for safe hotel and travel
behaviors are being developed. Nevertheless, there is currently more uncertainty than confidence about the next
few months. Government and corporate rules about social distancing and masks and personal concerns about
safety and wellness are likely to persist for some time, particularly until therapeutics and/or a vaccine for COVID-
19 are available on a mass scale.
Concerns about the length of the stay-at-home measures and the potential for an ensuing downturn in the economy
are top of mind for industry participants. Federal economic incentive programs that have been put in place to provide
financial compensation for business losses due to the virus are expected to provide some stopgap. However,
anxiety remains about the depth and longevity of the federal programs’ positive benefits relative to the longevity of
the Coronavirus’ negative effects.
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The following chart shows the historical national US hotel market statistics annually through 2019, as well as first
quarter trends for 2019 and 2020, along with monthly details for 2020.
U.S. Historical Operating Statistics - 1995 to Q1 2020

Year Room Nights Supply % Change Demand % Change Eq. Index Occ % Change ADR % Change RevPAR % Change
1995 1,296,206,105 3,551,250 --- 840,198,343 --- --- 64.8 --- $66.51 --- $43.11 ---
1996 1,327,378,229 3,636,653 2.4 % 857,953,667 2.1 % (0.3) 64.6 (0.3) % 70.77 6.4 % 45.74 6.1 %
1997 1,373,655,064 3,763,439 3.5 880,383,612 2.6 (0.9) 64.1 (0.8) 74.75 5.6 47.91 4.7
1998 1,428,239,890 3,912,986 4.0 904,625,348 2.8 (1.2) 63.3 (1.2) 78.12 4.5 49.48 3.3
1999 1,482,967,994 4,062,926 3.8 931,878,372 3.0 (0.8) 62.8 (0.8) 80.84 3.5 50.80 2.7
2000 1,525,108,531 4,178,380 2.8 965,098,664 3.6 0.7 63.3 0.7 85.19 5.4 53.91 6.1
2001 1,561,252,452 4,277,404 2.4 932,657,287 (3.4) (5.7) 59.7 (5.6) 83.96 (1.4) 50.16 (7.0)
2002 1,585,818,384 4,344,708 1.6 935,753,763 0.3 (1.2) 59.0 (1.2) 82.71 (1.5) 48.80 (2.7)
2003 1,602,339,641 4,389,972 1.0 948,463,191 1.4 0.3 59.2 0.3 82.83 0.1 49.03 0.5
2004 1,609,856,123 4,410,565 0.5 987,155,136 4.1 3.6 61.3 3.6 86.26 4.1 52.90 7.9
2005 1,611,095,859 4,413,961 0.1 1,016,609,518 3.0 2.9 63.1 2.9 90.95 5.4 57.39 8.5
2006 1,620,521,609 4,439,785 0.6 1,027,327,729 1.1 0.5 63.4 0.5 97.31 7.0 61.69 7.5
2007 1,630,881,234 4,468,168 0.6 1,030,858,746 0.3 (0.3) 63.2 (0.3) 103.55 6.4 65.46 6.1
2008 1,673,991,040 4,586,277 2.6 1,011,561,443 (1.9) (4.5) 60.4 (4.4) 106.48 2.8 64.34 (1.7)
2009 1,728,062,260 4,734,417 3.2 952,266,656 (5.9) (9.1) 55.1 (8.8) 97.47 (8.5) 53.71 (16.5)
2010 1,762,020,903 4,827,455 2.0 1,014,568,881 6.5 4.6 57.6 4.5 97.95 0.5 56.40 5.0
2011 1,767,355,160 4,842,069 0.3 1,062,135,606 4.7 4.4 60.1 4.4 101.57 3.7 61.04 8.2
2012 1,769,610,554 4,848,248 0.1 1,087,435,148 2.4 2.3 61.5 2.3 106.05 4.4 65.17 6.8
2013 1,783,137,587 4,885,308 0.8 1,110,527,243 2.1 1.4 62.3 1.3 110.31 4.0 68.70 5.4
2014 1,796,907,059 4,923,033 0.8 1,157,230,900 4.2 3.4 64.4 3.4 115.39 4.6 74.32 8.2
2015 1,814,674,194 4,971,710 1.0 1,189,614,896 2.8 1.8 65.6 1.8 119.97 4.0 78.65 5.8
2016 1,839,582,345 5,039,952 1.4 1,205,133,146 1.3 (0.1) 65.5 (0.1) 123.90 3.3 81.17 3.2
2017 1,869,428,066 5,121,721 1.6 1,233,203,792 2.3 0.7 66.0 0.7 126.69 2.3 83.57 3.0
2018 1,903,840,133 5,216,000 1.8 1,260,586,980 2.2 0.4 66.2 0.4 129.70 2.4 85.88 2.8
2019 1,938,507,913 5,310,981 1.8 1,282,326,605 1.7 (0.1) 66.2 (0.1) 131.21 1.2 86.79 1.1
Avg Annual
% Change 1.7 % 1.8 % 0.1 % 0.1 % 2.9 % 3.0 %
TTM March 2019 1,911,582,112 5,237,211 --- 1,266,116,885 --- --- 66.2 % --- $130.07 --- $86.15 ---
TTM March 2020 1,948,544,587 5,338,478 1.9 % 1,240,780,282 (2.0) % (3.9) % 63.7 (3.9) % 130.22 0.1 % 82.92 (3.7) %
Jan-20 165,322,318 5,332,978 2.6 % 91,048,142 2.8 % 0.3 55.1 % 0.7 % $126.00 1.4 % $69.39 2.2 %
Feb-20 149,563,008 5,341,536 2.1 92,858,892 2.1 (0.1) 62.1 (0.1) 130.79 1.5 81.20 1.5
Mar-20 165,965,196 5,353,716 2.1 65,307,757 (41.3) (43.4) 39.4 (42.5) 110.66 (16.5) 43.54 (51.9)
1Q - 2019 470,813,848 5,231,265 --- 290,761,114 --- --- 61.8 % --- $129.02 --- $79.68 ---
1Q - 2020 480,850,522 5,342,784 2.1 % 249,214,791 (14.3) % (16.4) % 51.8 (16.1) % 123.76 (4.1) % 64.14 (19.5) %
Source: STR / Cushman & Wakefield; compiled by C&W V&A

Republication or other re-use of this data without the express written permission of STR is strictly prohibited
Hotel supply is anticipated to be flux for some months. Most hotels are expected to reopen when economically
viable to do so; though some properties may not. Some developers of hotels that are under construction in areas
where construction is still allowed, are trying to keep the projects going while others are seeking to delay opening
until adequate demand returns. Proposed hotel projects that have not started construction are likely to be delayed
or cancelled.
Whether open or closed, the majority of hotel owners across the US are financially impacted and the ability to
service debt has become a challenge. Conventional lenders are actively working with owners on debt restructuring.
As mortgage payments are missed, the response of other debt holders may result in unfavorable circumstances.
To the advantage of owners and lenders, debt remains favorably priced and many hotels are structured with lower
leverage than in prior downturns.
At the same time, private equity is reportedly being amassed by individuals and in opportunity funds to take
advantage of opportunities for distressed hotel acquisitions. In prior downcycles, transaction activity was relatively
muted for the first two years as the cycle bottomed out. The volume and type of transactions in this cycle remains
uncertain. As of mid-April 2020, very few hotel sales are closing; mainly those that were well into the transaction.
Brokers and buyers are reporting that the hotel investment market and lending is generally at a standstill until there
is greater clarity about future performance. In the last cycle, when the market did return, the initial buyers of hotels
negotiated all cash purchases and subsequently financed their acquisition when lenders returned. This practice
may be the case when the market becomes more active.
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STR Top 25 Markets

Consistent with prior periods, the national results do not mirror the performance of the individual top 25 markets.
As reflected in the RevPAR rankings of the market shown by the chart on the following page, the national RevPAR
average was $64.14 at the end of the Q1 2020, which was based on a range of the individual market RevPAR from
$36.77 to $181.45.
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In 2019, the performance of the top 25 markets was evenly split. Roughly half of the top 25 markets had positive
RevPAR growth, while the remaining 12 markets declined from 2018. For Q1 2020, the top 25 markets showed a
mix of the dramatic declines in March tempered by more positive performance in January and February. Almost all
markets are experiencing new hotel room openings; some still in high numbers, but the declines in overall
performance was not always proportional to the changes in supply as shown in the following chart.
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By March 2020, every top 25 market in US experienced RevPAR declines, though there was still a broad range of
results. Occupancy declines for these markets ranged from a decline of 35.1 percent to 62.2 percent, with an
average of 48.0 percent. Average rate drops were from 4.8 percent to 26.6 percent, with an average of 16.6 percent.
As a result, RevPAR decreased from 44.2 percent to 72.3 percent, with an average of 56.5 percent. Below are the
changes in the monthly occupancy, average rate, and RevPAR in March 2020 compared to March 2019.
Geography has not been the only factor influencing the range of hotel performance. Locational attributes have also
played a part as has market positioning. According to STR, economy rate properties have shown the greatest
resilience with the lowest performance declines. Essential workers are still providing services that require travel.
Truck drivers, infrastructure and construction crews are still working and using economy, extended-stay, and
highway lodging. Other users include those in quarantine, first responders and medical personnel. Luxury hotels
and large group/convention properties are bearing the brunt of the current downturn, as constraints on business
travel and group gatherings have a direct impact on larger properties reliant on these hotel demand drivers. These
hotel property types are expected to be impacted the longest depending on governmental and corporate rules on
corporate travel and group gatherings.
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Operating Factors
With the decline in room revenues comes the inevitable reduction in profitability. Almost all of the open hotels in the
US have reduced staffing. Closed hotels are operating with a skeletal staff, although hotel expenses are a
combination of fixed and variable factors.
To combat the declines in revenues, hotel owners are pursuing various avenues to increase cash reserves
including:
 Working with the property manager, lender and/or brand to access the reserve for replacement for expense
and payroll obligations.
 Negotiating with hotel franchise companies for short-term reductions in fee payments and renegotiating
upcoming property improvement plan (PIP) projects in exchange for franchise and management agreement
extensions and repayment programs. Some franchise companies are providing temporary licensing
suspensions to allow hotels to work with local counties and cities to accommodate populations most affected
by the pandemic.
 Requesting lender forbearance from interest expense and principal repayment.
 Applying for SBA and other government sponsored payroll protection and lending programs.
 Working with property tax assessors in an attempt to defer payments during the crisis.
 Leveraging federal assistance through loans and grants that are expected to benefit all product levels of the
hospitality industry.
 Utilizing programs such as the CARES Act and the Families First Coronavirus Response Act that aim to help
hotels through payroll programs, tax benefits, and family leave policies.
Prior to constraints poised in the first quarter by the Coronavirus, operating forecasts for many hotels for the next
few years were already expected to show stagnant and/or declining income.
Net income for the next few months, if not the remainder of 2020, is expected to be negatively impacted. Hotels are
essentially cash businesses. Seasonal properties that rely on cash flow for a few monthly peak periods a year, such
as Florida and other coastal resorts, ski properties, or those that rely on group business, are expected to have the
greatest challenges. In the recovery from the prior downturn, drive-to destinations were the first to benefit from
leisure travelers that are finically able to travel. Depending on state and local travel restrictions, it is anticipated that
this trend could occur again once travel is permitted to recommence in select markets across the US.
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Hotel Transaction Overview

According to Real Capital Analytics (RCA), hotel transaction volume in 2019 was on a declining trend relative to
2018, particularly for full-service assets. The following chart shows the historical volume of US hotel sales quarterly
since 2005.
Transaction volume since the recovery from the financial crisis in 2010 had been inconsistent. Higher volumes in
some quarters were influenced by portfolio sales and company and REIT mergers. In the most recent four quarters
ending with March 2020, portfolio transactions accounted for 36.0 percent of the total volume.
Preliminary hotel sales volume results for Q1 2020 as reported by RCA, was $3.94 billion, a decline of 51.0 percent
over the volume for Q1 2019. In Q1 2020, the transactions included 320 properties with 38,173 rooms, representing
declines of 25.4 percent and 26.4 percent of each category, respectively.
Sales transactions that are aggregated for Q1 2020 represent, for the most part, transactions that were negotiated
earlier in 2019. Based on our discussions with brokers and buyers, the hotel transaction market has effectively
paused as of March 2020, as participants wait for more clarity about the uncertainty of the short- and long-term
impact of the COVID-19 pandemic.
Hotel lending is also in a state of flux. Most traditional lenders are occupied with current obligations and are not
actively placing new money. Sourcing for capital strategies include:
 Borrowers actively working with their lenders to amend bank credit facilities to provide extension options for the
next 6-12 months, waive or modify certain covenants and establish interest reserves for near-term debt service.
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 Alternative financing may be available for some properties including PACE financing, a debt on the property in
which the payment is made via a voluntary tax assessment. Some PACE loans can be prepaid while others
cannot.
 Some private groups offering ground lease financing; converting the land held in fee to a ground lease.
 Other non-traditional lenders providing more expansive short-term bridge financing. Hotels under construction
which were actively seeking additional capital are the most vulnerable in the current market.
Because of the slowdown in hotel market performance, the universe of hotel buyers has also lessened. The
pandemic has affected hotel markets and investments globally. Off-shore entities, particularly from Asia, and
institutional investors were already retreating from the hotel investment market in 2019. However, recent reports of
some family offices, sovereigns and international equity funds seeking acquisitions may bring overseas buyers back
to the market. Many of the REITs are still limited by their stock market positions. Private equity funds dominated
the buyer profile in Q1 2020 as shown below.
As noted previously, motivated investors are poised to pursue hotel properties which may become available during
the downturn. The volume and type of properties that transact as part of the fall out of the pandemic is still
speculative at this time. In the last rebound, RCA data indicates that the total number of hotel transactions declined
by 86.0 percent in 2008 and an additional 72.0 percent in 2009. When hotel performance bottomed out in the Q2
2010 and began to show clear recovery trends, hotel transaction surged 320.0 percent that year.
Nevertheless, hotel market participants are poised to take advantage of investment opportunities as trends in this
part of the cycle shift.
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RCA reports that the overall capitalization rate for hotels in Q1 2020 was 8.6 percent, in line with the overall
capitalization rates of 8.6 percent and 8.7 percent for the prior four quarters. As during that period, debt when
available, is still expected to be reasonably priced and supportive of a strong investment market at recovery.
National Lodging Market Analysis Conclusions and Outlook

On a national basis, market participants had already began anticipating deceleration in net operating income in
2020, but none were expecting the plunge in hotel performance recorded to date, particularly in March 2020.
Owners and operators have responded by adjusting operations with historic rapidity. Nevertheless, the industry is
extensively challenged, and this trend is expected to continue through the near term.
The decline in hotel revenue has also had exponential impacts on other business and public agencies that rely on
hotel guests. Restaurants, entertainment, sporting venues, and public and private attractions are suffering from lack
of local use and visitors. The loss of occupancy taxes is particularly challenging for jurisdictions and venues
depending on these revenues. The lower budgets of cities, counties, and convention centers that rely on transient
occupancy tax for a portion of their revenue will most likely mean adjustments to future services and programs.
The spread of Coronavirus has constrained travel behavior for all demand segments. While the duration of the long-
term impact is still unknown, hotel industry participants are looking to the current trends in China post-quarantine
and to the historical US recoveries in prior cycles. Local, state, regional, and federal officials are offering plans for
“re-opening.” The plans vary area-to-area and industry-to-industry, all with the concern that the Coronavirus is kept
under control while the economy rebounds. Government rules and company regulations are being developed to
support the wellness of employees and the public while returning to normal economic activities. The logistics and
pace of re-opening is expected to extend through at least the beginning of 2021.
Opinions from various lodging industry experts are currently estimating the US hotel market to recover over a three-
to five-year period. Despite the negative current environment, hotel market participants are taking note from
previous lessons in prior cycles, that recovery often presents the best opportunity for exponential net income growth
and investment returns.
Local Hotel/ Extended-Stay Market Demand Generators

Lodging demand in the area is primarily comprised of commercial-oriented demand generators. Leisure demand is
also a significant component of the local lodging industry. Land uses within the local area consist of a mix of multi-
family residential, office, industrial/flex and various commercial uses situated north of Interstate 95 in downtown
Baltimore. The largest land use and most impactful demand generator in the area is Johns Hopkins Bayview
Hospital complex, which is located proximate to subject via Interstate 95.
Johns Hopkins Bayview Medical Center (formerly Francis Scott Key Medical Center and Baltimore City
Hospitals), is a hospital and medical office center within the Johns Hopkins Health System situated on 130 acres.
The complex is located about three miles northeast of the subject. The hospital is part of the Johns Hopkins Health
System, and includes the famous Hopkins Burn Center, which is the only adult burn trauma and surgical facility in
the Baltimore area. Founded in 1773, the Johns Hopkins Bayview Medical Center has a long, distinguished history
of service and medical excellence. It is one of the oldest, continuous health care institutions on the East Coast. In
1984, the City of Baltimore transferred ownership of the long-established Baltimore City Hospitals to The Johns
Hopkins Hospital and The Johns Hopkins University, who renamed it, the "Francis Scott Key Medical Center", which
name it carried for a decade. Johns Hopkins Bayview has 426 licensed beds and 45 neonatal beds and is home to
one of Maryland's most comprehensive neonatal intensive care units, a sleep disorders center, a comprehensive
neurosurgery center/neurocritical care unit, an area-wide trauma center, the state's only regional burn center and
a wide variety of nationally recognized post-acute care and geriatrics programs.
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Since Johns Hopkins acquired Baltimore City Hospitals in 1984, more than $600 million has been invested to
transform and modernize the campus. This development has been coupled with an investment in the faculty, staff
and culture that puts the patient, family and community first. The hospital campus creates significant demand for
hotel rooms. With limited hotels in the immediate area, lodging demand is typically shifted north toward White
Marsh, or more likely downtown Baltimore. The Best Western is the only nearby hotel, and provides shuttle service
to and from the hospital. Bayview has experienced recent growth and new investment, including an announcement
in March 2015 of a $40.1 million expansion to the North Pavilion. The $26.0 million, 28,000 square foot Sidney
Kimmel Comprehensive Cancer Center was also recently completed.
The Johns Hopkins Hospital is widely regarded as one of the world's greatest hospitals. It was ranked by U.S. News
& World Report as the best overall hospital in America for 21 consecutive years (1991–2011). In 2016-2017, the
hospital ranked in 15 adult and 10 children's specialties, coming in 1st in Maryland and 4th nationally behind the
Mayo Clinic, the Cleveland Clinic, and Massachusetts General Hospital. The hospital system is a massive room
night producer for the Baltimore market, and the subject stands to benefit significantly from the nearby location.
New Developments/ Hotel Demand Generators

Other significant new developments impacting the local area and hotel room night demand include:
 University of Maryland Shock Trauma has been re-built and opened in 2013 as a nine-story trauma center.
Included is a National Training Center to instruct other trauma center medical providers on both a national and
international level. The facility includes training for both doctors and nurses, and also has medical trauma
training for the U.S. Military.
 Gaming: Caesar’s (d/b/a Harrah’s Baltimore) opened in August 2014. 3,750 slot machines; full table game
gambling with live dealers; new restaurants, etc.
 Included in the new Biotech center is a new Proton Treatment Center. Opened in 2013; specialized cancer
treatment with proton radiation. Patients must be on site daily for multi-week/month treatments. Only eleven
such centers in the U.S.
 The Johns Hopkins Hospital and Health System, Baltimore’s largest employer and one of the nation’s premier
healthcare institutions, includes specialized facilities such as the Brady Urological Institute, the Wilmer Eye
Institute, the Sidney Kimmel Comprehensive Cancer Center, and the John Hopkins Children’s Center. A $1.1-
billion cardiovascular and critical-care tower and the Charlotte R. Bloomberg Children’s Center were added in
2012. The not-for-profit University of Maryland Medical System provides a complete range of medical services
to more than 300,000 patients each year and generates an economic impact of nearly $3.5 billion. Estimates
project that the overall Johns Hopkins medical facilities contribute over 100,000 room nights annually for area
hotels, including the nearby Bayview project.
 The Port of Baltimore – “Cruise Maryland” offers year-round passenger cruising to the Bahamas, Bermuda,
Canada/ New England and the Caribbean by two cruise lines including the Royal Caribbean and Carnival
Cruise Lines. The Cruise Maryland complex and piers are located directly northeast of Port Covington.
Supply Analysis-Existing Competitive Supply

The subject property (Parcel E5B) is proposed to be improved with an 81-room short-term rental with operated by
a third-party operator. The property will compete to varying degrees with numerous hotels in the area. The most
recent hotel completed within the subject’s immediate market is the 115-room, limited-service hotel affiliated with
Hampton Inn located at 6571 Eastern Avenue, which is located about 1.5 miles northeast of the subject. This hotel
was completed in 2017. As previously noted, a 126-key Courtyard by Marriott was also just recently completed on
the last remaining developable parcel within the McHenry Row development located just north of the subject
property along Key Highway.
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The following table summarizes competitive hotels within the subject’s market as surveyed by STR. The survey
includes seven hotels containing 1,123 rooms. The accompanying map shows the location of the competitive hotels
in relation to the subject site. The tables on the following pages produced by STR provides summary statistics for
the surveyed competitive set of properties summarized below, including average daily rates (ADR), average daily
occupancy and other RevPar and other economic data.
Zip
Name of Establishment City & State Code Class Aff Date Open Date Rooms
Kimpton Hotel Monaco Baltimore Baltimore, MD 21201 Upper Upscale Class Jul 2009 Jul 2009 202
Four Seasons Baltimore Baltimore, MD 21202 Luxury Class Nov 2011 Nov 2011 256
Hilton Garden Inn Baltimore Inner Harbor Baltimore, MD 21202 Upscale Class Nov 2007 Nov 2007 183
Residence Inn Baltimore Downtown Inner Harbor Baltimore, MD 21202 Upscale Class Aug 2005 Aug 2005 189
Homewood Suites by Hilton Baltimore Baltimore, MD 21202 Upscale Class Sep 2007 Sep 2007 165
Sagamore Pendry Baltimore Baltimore, MD 21231 Luxury Class Mar 2017 Mar 2017 128
Total Properties: 6 1,123
COMPETITION MAP
Hotel/ Short-Term Apartment Rental Market Analysis Conclusions

The survey data presented on the following pages indicates the regional lodging market had continued to stabilize
prior through early 2020 prior to the COVID-19 pandemic, after declines in occupancy and ADR in 2015 and 2016.
Based on discussions with market participants and local area planners, the amount of monies invested recently by
the federal government in infrastructure, as well as the expansion and continued investment in the nearby Bayview
Hospital complex, bode well for future demand for lodging facilities in the subject’s immediate market once the
region recovers from the COVID-19 pandemic. Each of the primary market demand segments for transient
accommodations in the subject’s market remain positive including commercial demand, meeting and group, and
leisure due in part to the strength of the local economy and regional attractions. The subject should also benefit
from the limited supply of comparable short-term rental and extended-stay facilities in the subject’s immediate
market.
A-109
Based on current and forecast hotel market fundamentals in downtown Baltimore, it is unlikely that new hotel
development will be completed in the near-term until Chapter 1B is fully stabilized, and additional proposed
development comes to fruition within the Port Covington Development District.
STR hotel survey data is presented on the following pages.
Date Occupancy ADR RevPar Supply Demand Revenue Census & Sample %
% Rooms STAR
This Year % Chg This Year % Chg This Year % Chg This Year % Chg This Year % Chg This Year % Chg Census Props Census Rooms Participants
Jan 15 58.7 -4.0 207.25 10.3 121.64 5.8 30,814 0.0 18,086 -4.0 3,748,271 5.8 5 994 100.0
Feb 15 69.1 5.7 189.33 -3.1 130.91 2.4 27,832 0.0 19,244 5.7 3,643,486 2.4 5 994 100.0
Mar 15 69.0 -5.0 211.34 -7.9 145.84 -12.5 30,814 0.0 21,263 -5.0 4,493,800 -12.5 5 994 100.0
Apr 15 76.5 -4.8 225.75 -13.6 172.67 -17.7 29,820 0.0 22,808 -4.8 5,149,007 -17.7 5 994 100.0
May 15 71.9 -12.9 244.37 -11.5 175.78 -22.9 30,814 0.0 22,165 -12.9 5,416,354 -22.9 5 994 100.0
Jun 15 78.4 -6.6 240.94 0.5 188.95 -6.1 29,820 0.0 23,386 -6.6 5,634,535 -6.1 5 994 100.0
Jul 15 77.7 -2.9 231.64 0.8 180.09 -2.2 30,814 0.0 23,957 -2.9 5,549,384 -2.2 5 994 100.0
Aug 15 82.1 0.6 221.53 -7.4 181.82 -6.9 30,814 0.0 25,290 0.6 5,602,522 -6.9 5 994 100.0
Sep 15 77.7 -6.6 246.49 3.9 191.62 -3.0 29,820 0.0 23,182 -6.6 5,714,196 -3.0 5 994 100.0
Oct 15 81.9 -1.1 246.82 3.8 202.24 2.7 30,814 0.0 25,248 -1.1 6,231,670 2.7 5 994 100.0
Nov 15 71.8 -3.8 219.48 -7.1 157.60 -10.7 29,820 0.0 21,413 -3.8 4,699,651 -10.7 5 994 100.0
Dec 15 55.1 -5.1 202.90 -6.3 111.88 -11.1 30,814 0.0 16,990 -5.1 3,447,327 -11.1 5 994 100.0
Jan YTD 2015 58.7 -4.0 207.25 10.3 121.64 5.8 30,814 0.0 18,086 -4.0 3,748,271 5.8
Total 2015 72.5 -4.1 225.56 -3.8 163.53 -7.7 362,810 0.0 263,032 -4.1 59,330,203 -7.7
Jan 16 56.6 -3.5 198.89 -4.0 112.66 -7.4 30,814 0.0 17,455 -3.5 3,471,617 -7.4 5 994 100.0
Feb 16 61.2 -11.4 193.70 2.3 118.60 -9.4 27,832 0.0 17,041 -11.4 3,300,820 -9.4 5 994 100.0
Mar 16 70.8 2.6 207.68 -1.7 147.05 0.8 30,814 0.0 21,818 2.6 4,531,158 0.8 5 994 100.0
Apr 16 78.0 2.0 232.65 3.1 181.45 5.1 29,820 0.0 23,257 2.0 5,410,703 5.1 5 994 100.0
May 16 78.9 9.6 256.92 5.1 202.58 15.3 30,814 0.0 24,297 9.6 6,242,373 15.3 5 994 100.0
Jun 16 78.9 0.6 235.31 -2.3 185.71 -1.7 29,820 0.0 23,535 0.6 5,537,941 -1.7 5 994 100.0
Jul 16 70.5 -9.4 211.08 -8.9 148.74 -17.4 30,814 0.0 21,714 -9.4 4,583,377 -17.4 5 994 100.0
Aug 16 81.8 -0.3 231.30 4.4 189.24 4.1 30,814 0.0 25,211 -0.3 5,831,335 4.1 5 994 100.0
Sep 16 80.5 3.6 247.43 0.4 199.20 4.0 29,820 0.0 24,007 3.6 5,940,109 4.0 5 994 100.0
Oct 16 77.3 -5.6 232.39 -5.8 179.71 -11.1 30,814 0.0 23,829 -5.6 5,537,536 -11.1 5 994 100.0
Nov 16 64.4 -10.3 210.28 -4.2 135.48 -14.0 29,820 0.0 19,213 -10.3 4,040,073 -14.0 5 994 100.0
Dec 16 55.2 0.1 217.32 7.1 119.97 7.2 30,814 0.0 17,011 0.1 3,696,794 7.2 5 994 100.0
Jan YTD 2016 56.6 -3.5 198.89 -4.0 112.66 -7.4 30,814 0.0 17,455 -3.5 3,471,617 -7.4
Total 2016 71.2 -1.8 224.95 -0.3 160.20 -2.0 362,810 0.0 258,388 -1.8 58,123,836 -2.0
Jan 17 51.8 -8.5 184.01 -7.5 95.40 -15.3 30,814 0.0 15,975 -8.5 2,939,560 -15.3 5 994 100.0
Feb 17 64.9 6.0 181.32 -6.4 117.66 -0.8 27,832 0.0 18,061 6.0 3,274,772 -0.8 5 994 100.0
Mar 17 76.6 8.2 197.09 -5.1 150.97 2.7 34,782 12.9 26,643 22.1 5,251,199 15.9 6 1,122 88.6
Apr 17 72.2 -7.5 216.21 -7.1 156.04 -14.0 33,660 12.9 24,292 4.5 5,252,215 -2.9 6 1,122 100.0
May 17 74.5 -5.5 257.27 0.1 191.63 -5.4 34,782 12.9 25,908 6.6 6,665,264 6.8 6 1,122 100.0
Jun 17 77.2 -2.2 231.01 -1.8 178.24 -4.0 33,660 12.9 25,970 10.3 5,999,408 8.3 6 1,122 100.0
Jul 17 74.3 5.5 224.47 6.3 166.84 12.2 34,782 12.9 25,853 19.1 5,803,163 26.6 6 1,122 100.0
Aug 17 78.0 -4.7 226.03 -2.3 176.24 -6.9 34,782 12.9 27,120 7.6 6,129,947 5.1 6 1,122 100.0
Sep 17 74.8 -7.1 251.42 1.6 188.02 -5.6 33,660 12.9 25,173 4.9 6,328,892 6.5 6 1,122 100.0
Oct 17 74.8 -3.3 233.61 0.5 174.78 -2.7 34,782 12.9 26,023 9.2 6,079,360 9.8 6 1,122 100.0
Nov 17 64.4 0.0 206.29 -1.9 132.94 -1.9 33,660 12.9 21,691 12.9 4,474,659 10.8 6 1,122 100.0
Dec 17 52.9 -4.2 194.58 -10.5 102.93 -14.2 34,782 12.9 18,399 8.2 3,580,051 -3.2 6 1,122 100.0
Jan YTD 2017 51.8 -8.5 184.01 -7.5 95.40 -15.3 30,814 0.0 15,975 -8.5 2,939,560 -15.3
Total 2017 69.9 -1.8 219.77 -2.3 153.69 -4.1 401,978 10.8 281,108 8.8 61,778,490 6.3
Jan 18 46.4 -10.5 190.39 3.5 88.35 -7.4 34,782 12.9 16,141 1.0 3,073,080 4.5 6 1,122 100.0
Feb 18 62.5 -3.7 191.61 5.7 119.77 1.8 31,416 12.9 19,638 8.7 3,762,751 14.9 6 1,122 100.0
Mar 18 68.2 -11.0 203.40 3.2 138.68 -8.1 34,782 0.0 23,716 -11.0 4,823,725 -8.1 6 1,122 100.0
Apr 18 69.3 -3.9 222.47 2.9 154.26 -1.1 33,660 0.0 23,340 -3.9 5,192,445 -1.1 6 1,122 100.0
May 18 73.9 -0.7 243.50 -5.4 180.02 -6.1 34,782 0.0 25,714 -0.7 6,261,427 -6.1 6 1,122 100.0
Jun 18 76.4 -1.0 242.98 5.2 185.57 4.1 33,660 0.0 25,706 -1.0 6,246,169 4.1 6 1,122 100.0
Jul 18 74.5 0.2 211.37 -5.8 157.46 -5.6 34,782 0.0 25,910 0.2 5,476,623 -5.6 6 1,122 100.0
Aug 18 79.9 2.4 219.84 -2.7 175.59 -0.4 34,813 0.1 27,805 2.5 6,112,789 -0.3 6 1,123 100.0
Sep 18 76.7 2.6 257.26 2.3 197.39 5.0 33,690 0.1 25,850 2.7 6,650,061 5.1 6 1,123 100.0
Oct 18 78.3 4.6 226.84 -2.9 177.51 1.6 34,813 0.1 27,242 4.7 6,179,580 1.6 6 1,123 100.0
Nov 18 65.6 1.7 213.41 3.5 139.89 5.2 33,690 0.1 22,084 1.8 4,713,018 5.3 6 1,123 100.0
Dec 18 54.3 2.6 200.97 3.3 109.13 6.0 34,813 0.1 18,903 2.7 3,799,009 6.1 6 1,123 100.0
Jan YTD 2018 46.4 -10.5 190.39 3.5 88.35 -7.4 34,782 12.9 16,141 1.0 3,073,080 4.5
Total 2018 68.8 -1.6 220.85 0.5 152.05 -1.1 409,683 1.9 282,049 0.3 62,290,677 0.8
Jan 19 55.2 18.9 182.64 -4.1 100.80 14.1 34,813 0.1 19,214 19.0 3,509,273 14.2 6 1,123 100.0
Feb 19 64.2 2.7 188.20 -1.8 120.85 0.9 31,444 0.1 20,191 2.8 3,799,924 1.0 6 1,123 100.0
Mar 19 70.6 3.5 221.20 8.8 156.06 12.5 34,813 0.1 24,561 3.6 5,432,908 12.6 6 1,123 100.0
Apr 19 79.6 14.8 233.11 4.8 185.54 20.3 33,690 0.1 26,815 14.9 6,250,718 20.4 6 1,123 100.0
May 19 80.6 9.1 262.55 7.8 211.69 17.6 34,813 0.1 28,069 9.2 7,369,593 17.7 6 1,123 100.0
Jun 19 77.2 1.1 239.43 -1.5 184.78 -0.4 33,690 0.1 26,000 1.1 6,225,276 -0.3 6 1,123 100.0
Jul 19 75.0 0.7 232.83 10.2 174.60 10.9 34,813 0.1 26,107 0.8 6,078,388 11.0 6 1,123 100.0
Aug 19 78.1 -2.2 228.42 3.9 178.51 1.7 34,813 0.0 27,206 -2.2 6,214,504 1.7 6 1,123 100.0
Sep 19 76.8 0.0 258.89 0.6 198.72 0.7 33,690 0.0 25,859 0.0 6,694,732 0.7 6 1,123 100.0
Oct 19 74.9 -4.3 236.85 4.4 177.31 -0.1 34,813 0.0 26,061 -4.3 6,172,574 -0.1 6 1,123 100.0
Nov 19 72.4 10.4 210.91 -1.2 152.66 9.1 33,690 0.0 24,384 10.4 5,142,947 9.1 6 1,123 100.0
Dec 19 55.6 2.5 198.04 -1.5 110.19 1.0 34,813 0.0 19,371 2.5 3,836,185 1.0 6 1,123 100.0
Jan YTD 2019 55.2 18.9 182.64 -4.1 100.80 14.1 34,813 0.1 19,214 19.0 3,509,273 14.2
Total 2019 71.7 4.1 227.09 2.8 162.79 7.1 409,895 0.1 293,838 4.2 66,727,022 7.1
Jan 20 54.2 -1.7 187.97 2.9 101.94 1.1 34,813 0.0 18,879 -1.7 3,548,751 1.1 6 1,123 100.0
Jan YTD 2020 54.2 -1.7 187.97 2.9 101.94 1.1 34,813 0.0 18,879 -1.7 3,548,751 1.1
A-110
Data by Measure
Baltimore Selected Comparable Properties
Occupancy (%)
January February March April May June July August September October November December Total Year Jan YTD
2014 61.2 65.4 72.6 80.3 82.6 84.0 80.1 81.6 83.2 82.8 74.6 58.1 75.6 61.2
2015 58.7 69.1 69.0 76.5 71.9 78.4 77.7 82.1 77.7 81.9 71.8 55.1 72.5 58.7
2016 56.6 61.2 70.8 78.0 78.9 78.9 70.5 81.8 80.5 77.3 64.4 55.2 71.2 56.6
2017 51.8 64.9 76.6 72.2 74.5 77.2 74.3 78.0 74.8 74.8 64.4 52.9 69.9 51.8
2018 46.4 62.5 68.2 69.3 73.9 76.4 74.5 79.9 76.7 78.3 65.6 54.3 68.8 46.4
2019 55.2 64.2 70.6 79.6 80.6 77.2 75.0 78.1 76.8 74.9 72.4 55.6 71.7 55.2
2020 54.2 54.2
Avg 54.7 64.5 71.3 75.8 77.0 78.6 75.3 80.1 78.2 78.2 68.8 55.2 71.5 54.7
ADR ($)
2014 187.97 195.44 229.47 261.31 276.18 239.63 229.89 239.31 237.33 237.86 236.35 216.48 234.55 187.97
2015 207.25 189.33 211.34 225.75 244.37 240.94 231.64 221.53 246.49 246.82 219.48 202.90 225.56 207.25
2016 198.89 193.70 207.68 232.65 256.92 235.31 211.08 231.30 247.43 232.39 210.28 217.32 224.95 198.89
2017 184.01 181.32 197.09 216.21 257.27 231.01 224.47 226.03 251.42 233.61 206.29 194.58 219.77 184.01
2018 190.39 191.61 203.40 222.47 243.50 242.98 211.37 219.84 257.26 226.84 213.41 200.97 220.85 190.39
2019 182.64 188.20 221.20 233.11 262.55 239.43 232.83 228.42 258.89 236.85 210.91 198.04 227.09 182.64
2020 187.97 187.97
Avg 191.28 189.89 211.34 231.99 257.14 238.20 223.75 227.59 249.97 235.64 216.20 204.79 225.44 191.28
RevPAR ($)
2014 114.98 127.80 166.65 209.92 228.08 201.20 184.16 195.20 197.51 196.97 176.39 125.84 177.25 114.98
2015 121.64 130.91 145.84 172.67 175.78 188.95 180.09 181.82 191.62 202.24 157.60 111.88 163.53 121.64
2016 112.66 118.60 147.05 181.45 202.58 185.71 148.74 189.24 199.20 179.71 135.48 119.97 160.20 112.66
2017 95.40 117.66 150.97 156.04 191.63 178.24 166.84 176.24 188.02 174.78 132.94 102.93 153.69 95.40
2018 88.35 119.77 138.68 154.26 180.02 185.57 157.46 175.59 197.39 177.51 139.89 109.13 152.05 88.35
2019 100.80 120.85 156.06 185.54 211.69 184.78 174.60 178.51 198.72 177.31 152.66 110.19 162.79 100.80
2020 101.94 101.94
A-111
Avg 104.69 122.50 150.74 175.96 198.07 187.13 168.51 182.40 195.37 184.25 148.72 112.96 161.28 104.69
Supply
2014 30,814 27,832 30,814 29,820 30,814 29,820 30,814 30,814 29,820 30,814 29,820 30,814 362,810 30,814
2015 30,814 27,832 30,814 29,820 30,814 29,820 30,814 30,814 29,820 30,814 29,820 30,814 362,810 30,814
2016 30,814 27,832 30,814 29,820 30,814 29,820 30,814 30,814 29,820 30,814 29,820 30,814 362,810 30,814
2017 30,814 27,832 34,782 33,660 34,782 33,660 34,782 34,782 33,660 34,782 33,660 34,782 401,978 30,814
2018 34,782 31,416 34,782 33,660 34,782 33,660 34,782 34,813 33,690 34,813 33,690 34,813 409,683 34,782
2019 34,813 31,444 34,813 33,690 34,813 33,690 34,813 34,813 33,690 34,813 33,690 34,813 409,895 34,813
2020 34,813 34,813
Avg 32,523 29,031 32,803 31,745 32,803 31,745 32,803 32,808 31,750 32,808 31,750 32,808 384,998 32,523
Demand
2014 18,849 18,200 22,379 23,956 25,448 25,037 24,684 25,134 24,817 25,517 22,255 17,912 274,188 18,849
2015 18,086 19,244 21,263 22,808 22,165 23,386 23,957 25,290 23,182 25,248 21,413 16,990 263,032 18,086
2016 17,455 17,041 21,818 23,257 24,297 23,535 21,714 25,211 24,007 23,829 19,213 17,011 258,388 17,455
2017 15,975 18,061 26,643 24,292 25,908 25,970 25,853 27,120 25,173 26,023 21,691 18,399 281,108 15,975
2018 16,141 19,638 23,716 23,340 25,714 25,706 25,910 27,805 25,850 27,242 22,084 18,903 282,049 16,141
2019 19,214 20,191 24,561 26,815 28,069 26,000 26,107 27,206 25,859 26,061 24,384 19,371 293,838 19,214
2020 18,879 18,879
Avg 17,800 18,729 23,397 24,078 25,267 24,939 24,704 26,294 24,815 25,653 21,840 18,098 275,434 17,800
Revenue ($)
2014 3,543,076 3,556,990 5,135,226 6,259,926 7,028,176 5,999,652 5,674,704 6,014,910 5,889,896 6,069,582 5,259,865 3,877,585 64,309,588 3,543,076
2015 3,748,271 3,643,486 4,493,800 5,149,007 5,416,354 5,634,535 5,549,384 5,602,522 5,714,196 6,231,670 4,699,651 3,447,327 59,330,203 3,748,271
2016 3,471,617 3,300,820 4,531,158 5,410,703 6,242,373 5,537,941 4,583,377 5,831,335 5,940,109 5,537,536 4,040,073 3,696,794 58,123,836 3,471,617
2017 2,939,560 3,274,772 5,251,199 5,252,215 6,665,264 5,999,408 5,803,163 6,129,947 6,328,892 6,079,360 4,474,659 3,580,051 61,778,490 2,939,560
2018 3,073,080 3,762,751 4,823,725 5,192,445 6,261,427 6,246,169 5,476,623 6,112,789 6,650,061 6,179,580 4,713,018 3,799,009 62,290,677 3,073,080
2019 3,509,273 3,799,924 5,432,908 6,250,718 7,369,593 6,225,276 6,078,388 6,214,504 6,694,732 6,172,574 5,142,947 3,836,185 66,727,022 3,509,273
2020 3,548,751 3,548,751
Avg 3,404,804 3,556,457 4,944,669 5,585,836 6,497,198 5,940,497 5,527,607 5,984,335 6,202,981 6,045,050 4,721,702 3,706,159 62,093,303 3,404,804

Percent Change from Previous Year - Detail by Measure

Occupancy
2015 -4.0 5.7 -5.0 -4.8 -12.9 -6.6 -2.9 0.6 -6.6 -1.1 -3.8 -5.1 -4.1 -4.0
2016 -3.5 -11.4 2.6 2.0 9.6 0.6 -9.4 -0.3 3.6 -5.6 -10.3 0.1 -1.8 -3.5
2017 -8.5 6.0 8.2 -7.5 -5.5 -2.2 5.5 -4.7 -7.1 -3.3 0.0 -4.2 -1.8 -8.5
2018 -10.5 -3.7 -11.0 -3.9 -0.7 -1.0 0.2 2.4 2.6 4.6 1.7 2.6 -1.6 -10.5
2019 18.9 2.7 3.5 14.8 9.1 1.1 0.7 -2.2 0.0 -4.3 10.4 2.5 4.1 18.9
2020 -1.7 -1.7
Avg -1.6 -0.1 -0.3 0.1 -0.1 -1.6 -1.2 -0.8 -1.5 -1.9 -0.4 -0.8 -1.0 -1.6
ADR
2015 10.3 -3.1 -7.9 -13.6 -11.5 0.5 0.8 -7.4 3.9 3.8 -7.1 -6.3 -3.8 10.3
2016 -4.0 2.3 -1.7 3.1 5.1 -2.3 -8.9 4.4 0.4 -5.8 -4.2 7.1 -0.3 -4.0
2017 -7.5 -6.4 -5.1 -7.1 0.1 -1.8 6.3 -2.3 1.6 0.5 -1.9 -10.5 -2.3 -7.5
2018 3.5 5.7 3.2 2.9 -5.4 5.2 -5.8 -2.7 2.3 -2.9 3.5 3.3 0.5 3.5
2019 -4.1 -1.8 8.8 4.8 7.8 -1.5 10.2 3.9 0.6 4.4 -1.2 -1.5 2.8 -4.1
2020 2.9 2.9
Avg 0.2 -0.7 -0.6 -2.0 -0.8 0.0 0.5 -0.8 1.8 -0.0 -2.2 -1.6 -0.6 0.2
RevPAR
2015 5.8 2.4 -12.5 -17.7 -22.9 -6.1 -2.2 -6.9 -3.0 2.7 -10.7 -11.1 -7.7 5.8
2016 -7.4 -9.4 0.8 5.1 15.3 -1.7 -17.4 4.1 4.0 -11.1 -14.0 7.2 -2.0 -7.4
2017 -15.3 -0.8 2.7 -14.0 -5.4 -4.0 12.2 -6.9 -5.6 -2.7 -1.9 -14.2 -4.1 -15.3
2018 -7.4 1.8 -8.1 -1.1 -6.1 4.1 -5.6 -0.4 5.0 1.6 5.2 6.0 -1.1 -7.4
2019 14.1 0.9 12.5 20.3 17.6 -0.4 10.9 1.7 0.7 -0.1 9.1 1.0 7.1 14.1
2020 1.1 1.1
A-112
Avg -1.5 -1.0 -0.9 -1.5 -0.3 -1.6 -0.4 -1.7 0.2 -2.0 -2.4 -2.2 -1.6 -1.5
Supply
2015 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
2016 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
2017 0.0 0.0 12.9 12.9 12.9 12.9 12.9 12.9 12.9 12.9 12.9 12.9 10.8 0.0
2018 12.9 12.9 0.0 0.0 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 1.9 12.9
2019 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.0 0.0 0.1 0.1
2020 0.0 0.0
Avg 2.2 2.6 2.6 2.6 2.6 2.6 2.6 2.6 2.6 2.6 2.6 2.6 2.6 2.2
Demand
2015 -4.0 5.7 -5.0 -4.8 -12.9 -6.6 -2.9 0.6 -6.6 -1.1 -3.8 -5.1 -4.1 -4.0
2016 -3.5 -11.4 2.6 2.0 9.6 0.6 -9.4 -0.3 3.6 -5.6 -10.3 0.1 -1.8 -3.5
2017 -8.5 6.0 22.1 4.5 6.6 10.3 19.1 7.6 4.9 9.2 12.9 8.2 8.8 -8.5
2018 1.0 8.7 -11.0 -3.9 -0.7 -1.0 0.2 2.5 2.7 4.7 1.8 2.7 0.3 1.0
2019 19.0 2.8 3.6 14.9 9.2 1.1 0.8 -2.2 0.0 -4.3 10.4 2.5 4.2 19.0
2020 -1.7 -1.7
Avg 0.4 2.4 2.5 2.5 2.4 0.9 1.5 1.7 0.9 0.6 2.2 1.7 1.5 0.4
Revenue
2015 5.8 2.4 -12.5 -17.7 -22.9 -6.1 -2.2 -6.9 -3.0 2.7 -10.7 -11.1 -7.7 5.8
2016 -7.4 -9.4 0.8 5.1 15.3 -1.7 -17.4 4.1 4.0 -11.1 -14.0 7.2 -2.0 -7.4
2017 -15.3 -0.8 15.9 -2.9 6.8 8.3 26.6 5.1 6.5 9.8 10.8 -3.2 6.3 -15.3
2018 4.5 14.9 -8.1 -1.1 -6.1 4.1 -5.6 -0.3 5.1 1.6 5.3 6.1 0.8 4.5
2019 14.2 1.0 12.6 20.4 17.7 -0.3 11.0 1.7 0.7 -0.1 9.1 1.0 7.1 14.2
2020 1.1 1.1
Avg 0.5 1.6 1.7 0.7 2.1 0.9 2.5 0.7 2.7 0.6 0.1 0.0 0.9 0.5

Percent Change from Previous Year - Detail by Year

Jan 15 Feb 15 Mar 15 Apr 15 May 15 Jun 15 Jul 15 Aug 15 Sep 15 Oct 15 Nov 15 Dec 15 Total Year Jan YTD
Occ -4.0 5.7 -5.0 -4.8 -12.9 -6.6 -2.9 0.6 -6.6 -1.1 -3.8 -5.1 -4.1 -4.0
ADR 10.3 -3.1 -7.9 -13.6 -11.5 0.5 0.8 -7.4 3.9 3.8 -7.1 -6.3 -3.8 10.3
RevPAR 5.8 2.4 -12.5 -17.7 -22.9 -6.1 -2.2 -6.9 -3.0 2.7 -10.7 -11.1 -7.7 5.8
Supply 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Demand -4.0 5.7 -5.0 -4.8 -12.9 -6.6 -2.9 0.6 -6.6 -1.1 -3.8 -5.1 -4.1 -4.0
Revenue 5.8 2.4 -12.5 -17.7 -22.9 -6.1 -2.2 -6.9 -3.0 2.7 -10.7 -11.1 -7.7 5.8
Occ -3.5 -11.4 2.6 2.0 9.6 0.6 -9.4 -0.3 3.6 -5.6 -10.3 0.1 -1.8 -3.5
ADR -4.0 2.3 -1.7 3.1 5.1 -2.3 -8.9 4.4 0.4 -5.8 -4.2 7.1 -0.3 -4.0
RevPAR -7.4 -9.4 0.8 5.1 15.3 -1.7 -17.4 4.1 4.0 -11.1 -14.0 7.2 -2.0 -7.4
Supply 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Demand -3.5 -11.4 2.6 2.0 9.6 0.6 -9.4 -0.3 3.6 -5.6 -10.3 0.1 -1.8 -3.5
Revenue -7.4 -9.4 0.8 5.1 15.3 -1.7 -17.4 4.1 4.0 -11.1 -14.0 7.2 -2.0 -7.4
Occ -8.5 6.0 8.2 -7.5 -5.5 -2.2 5.5 -4.7 -7.1 -3.3 0.0 -4.2 -1.8 -8.5
ADR -7.5 -6.4 -5.1 -7.1 0.1 -1.8 6.3 -2.3 1.6 0.5 -1.9 -10.5 -2.3 -7.5
RevPAR -15.3 -0.8 2.7 -14.0 -5.4 -4.0 12.2 -6.9 -5.6 -2.7 -1.9 -14.2 -4.1 -15.3
Supply 0.0 0.0 12.9 12.9 12.9 12.9 12.9 12.9 12.9 12.9 12.9 12.9 10.8 0.0
Demand -8.5 6.0 22.1 4.5 6.6 10.3 19.1 7.6 4.9 9.2 12.9 8.2 8.8 -8.5
Revenue -15.3 -0.8 15.9 -2.9 6.8 8.3 26.6 5.1 6.5 9.8 10.8 -3.2 6.3 -15.3
Occ -10.5 -3.7 -11.0 -3.9 -0.7 -1.0 0.2 2.4 2.6 4.6 1.7 2.6 -1.6 -10.5
ADR 3.5 5.7 3.2 2.9 -5.4 5.2 -5.8 -2.7 2.3 -2.9 3.5 3.3 0.5 3.5
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RevPAR -7.4 1.8 -8.1 -1.1 -6.1 4.1 -5.6 -0.4 5.0 1.6 5.2 6.0 -1.1 -7.4
Supply 12.9 12.9 0.0 0.0 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 1.9 12.9
Demand 1.0 8.7 -11.0 -3.9 -0.7 -1.0 0.2 2.5 2.7 4.7 1.8 2.7 0.3 1.0
Revenue 4.5 14.9 -8.1 -1.1 -6.1 4.1 -5.6 -0.3 5.1 1.6 5.3 6.1 0.8 4.5
Occ 18.9 2.7 3.5 14.8 9.1 1.1 0.7 -2.2 0.0 -4.3 10.4 2.5 4.1 18.9
ADR -4.1 -1.8 8.8 4.8 7.8 -1.5 10.2 3.9 0.6 4.4 -1.2 -1.5 2.8 -4.1
RevPAR 14.1 0.9 12.5 20.3 17.6 -0.4 10.9 1.7 0.7 -0.1 9.1 1.0 7.1 14.1
Supply 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.0 0.0 0.0 0.0 0.0 0.1 0.1
Demand 19.0 2.8 3.6 14.9 9.2 1.1 0.8 -2.2 0.0 -4.3 10.4 2.5 4.2 19.0
Revenue 14.2 1.0 12.6 20.4 17.7 -0.3 11.0 1.7 0.7 -0.1 9.1 1.0 7.1 14.2
Occ -1.7 -1.7
ADR 2.9 2.9
RevPAR 1.1 1.1
Supply 0.0 0.0
Demand -1.7 -1.7
Revenue 1.1 1.1

Twelve Month Moving Average

ROOST Baltimore Selected Properties
Job Number: 1179880_SADIM Staff: GS Created: March 12, 2020
Occupancy (%)
January February March April May June July August September October November December
2015 75.4 75.7 75.3 75.0 74.1 73.7 73.5 73.5 73.1 73.0 72.8 72.5
2016 72.3 71.7 71.9 72.0 72.6 72.6 72.0 72.0 72.2 71.8 71.2 71.2
2017 70.8 71.1 71.6 71.2 70.9 70.8 71.1 70.9 70.5 70.3 70.3 69.9
2018 69.3 69.1 68.4 68.1 68.1 68.0 68.0 68.2 68.3 68.6 68.7 68.8
2019 69.6 69.7 69.9 70.8 71.3 71.4 71.4 71.3 71.3 71.0 71.6 71.7
2020 71.6
ADR ($)
2015 235.95 235.37 233.98 230.89 227.71 227.75 227.90 226.23 226.96 227.80 226.40 225.56
2016 225.05 225.64 225.30 225.92 227.22 226.73 224.98 225.92 226.07 224.64 224.00 224.95
2017 224.17 223.19 221.83 220.36 220.61 220.33 221.46 221.01 221.48 221.69 221.28 219.77
2018 220.11 220.61 221.39 221.93 220.64 221.73 220.52 219.91 220.53 219.93 220.47 220.85
2019 220.00 219.70 221.18 222.18 224.18 223.89 225.79 226.60 226.75 227.64 227.32 227.09
2020 227.48
RevPAR ($)
2015 177.82 178.06 176.29 173.23 168.79 167.78 167.43 166.30 165.81 166.26 164.72 163.53
2016 162.77 161.82 161.93 162.65 164.92 164.66 161.99 162.63 163.25 161.33 159.52 160.20
2017 158.74 158.67 158.91 156.84 156.31 155.94 157.51 156.67 156.12 155.92 155.51 153.69
2018 152.51 152.37 151.33 151.18 150.19 150.80 150.00 149.95 150.72 150.95 151.52 152.05
2019 153.10 153.18 154.65 157.23 159.92 159.85 161.31 161.56 161.67 161.65 162.70 162.79
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2020 162.89
Supply
2015 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810
2016 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810 362,810
2017 362,810 362,810 366,778 370,618 374,586 378,426 382,394 386,362 390,202 394,170 398,010 401,978
2018 405,946 409,530 409,530 409,530 409,530 409,530 409,530 409,561 409,591 409,622 409,652 409,683
2019 409,714 409,742 409,773 409,803 409,834 409,864 409,895 409,895 409,895 409,895 409,895 409,895
2020 409,895
Demand
2015 273,425 274,469 273,353 272,205 268,922 267,271 266,544 266,700 265,065 264,796 263,954 263,032
2016 262,401 260,198 260,753 261,202 263,334 263,483 261,240 261,161 261,986 260,567 258,367 258,388
2017 256,908 257,928 262,753 263,788 265,399 267,834 271,973 273,882 275,048 277,242 279,720 281,108
2018 281,274 282,851 279,924 278,972 278,778 278,514 278,571 279,256 279,933 281,152 281,545 282,049
2019 285,122 285,675 286,520 289,995 292,350 292,644 292,841 292,242 292,251 291,070 293,370 293,838
2020 293,503
Revenue ($)
2015 64,514,783 64,601,279 63,959,853 62,848,934 61,237,112 60,871,995 60,746,675 60,334,287 60,158,587 60,320,675 59,760,461 59,330,203
2016 59,053,549 58,710,883 58,748,241 59,009,937 59,835,956 59,739,362 58,773,355 59,002,168 59,228,081 58,533,947 57,874,369 58,123,836
2017 57,591,779 57,565,731 58,285,772 58,127,284 58,550,175 59,011,642 60,231,428 60,530,040 60,918,823 61,460,647 61,895,233 61,778,490
2018 61,912,010 62,399,989 61,972,515 61,912,745 61,508,908 61,755,669 61,429,129 61,411,971 61,733,140 61,833,360 62,071,719 62,290,677
2019 62,726,870 62,764,043 63,373,226 64,431,499 65,539,665 65,518,772 66,120,537 66,222,252 66,266,923 66,259,917 66,689,846 66,727,022
2020 66,766,500
High value is boxed. Low value is boxed and italicized.

Office Market Analysis- National Overview

Overview
rate hit a 50-year low as it reached 3.5%. In March 2020, circumstances changed drastically with the rapid spread
of COVID-19 that caused people around the globe to start quarantining and practicing social distancing. This led to
many businesses closing, either temporarily or permanently, and has pushed the U.S. economy, as well as most
other economies around the world, into a deep recession.
Economists expect that the U.S. economy will return to growth during the second half of the year, however, the rate
of growth remains uncertain and will largely depend on the path of the coronavirus. If it burns out quickly, or a
treatment becomes available, the recovery is likely to be strong, but if it lingers and the risk of infection remains
high, then social distancing measures will continue to be implemented in various capacities. This will have a large
impact on activities such as dining out, going to the movies, travel and other leisure activities. In this scenario, the
recovery will be much more modest and the economy will take a longer time to fully recover.
While the speed of the recovery remains uncertain, most signs point to the recovery being underway by the third
quarter. As states and localities unwind restrictions on activities, all eyes remain on what happens with the infection
and hospitalizations. The key to how rapidly the economy recovers will be business and consumer confidence. If
businesses and households are confident that they can engage in normal activities without facing the threat of
infection, growth will accelerate. But if concerns remain elevated, it will take longer for the economy to fully recover.
Entering 2020 on a stable, if not strong economic footing, the novel coronavirus has clearly had a severe impact on
the economy. Keeping in mind that a majority of the information in this report contains the latest concrete data
available (typically as of 2Q 2020), events have been changing rapidly, and the latest statistical information available
has been provided, as available. The commercial real estate sector is not the stock market. It is slower moving and
leasing fundamentals do not swing wildly from day to day. That said, the economy is still struggling to gain its
footing, and this impacts the real property markets.
The following summarizes key points regarding employment, according to the Bureau of Labor Statistics:
 Overall unemployment rates have risen as the global pandemic has forced over 30 million Americans into
unemployment. Through July 2020, the national unemployment rate, at 10.2% and had risen by 6.5 percentage
points from July 2019.
 Total nonfarm payroll employment rose by 1.8 million in July 2020 in the U.S. The number of unemployed
persons fell by 1.4 million to 16.3 million in July. Despite declines over the past 3 months, these measures are
up by 6.7 percentage points and 10.6 million, respectively, since February 2020.
 In the office-using industries, employment in the professional & business services sector increased in July 2020
by 170,000 jobs. The financial activities industry added 21,000 in July 2020, while the information industry lost
roughly 15,000 jobs in July 2020.
 Job growth is a critical component of determining demand for office space. The national U.S. unemployment
rate has gradually declined since 2009, and office-using employment has been one of the biggest gainers
during this expansion period. The sharp decline in office employment earlier in the year is impacting the
commercial office markets, but participants are encouraged by the more recent gains noted above.
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National Office Market Statistics

Vacancy
At the end of first quarter 2020, the national office market overall vacancy rate was 13.2%, rising 30 basis points
year-over-year. The large amount of space consistently being delivered to the market in recent quarters has limited
progress made through job gains and leasing activity. Employment in the office-using sector has changed during
the global pandemic as many employees have been forced to work from home or have been given limited access
to their respective offices. The U.S. economy is unprecedented time, and it is difficult to speculate the demand for
office space throughout the rest of 2020 due to the concerns of COVID-19.
Notable points include:
 The West office market registered the lowest overall vacancy rate during first quarter 2020, at 11.1%. The
overall vacancy rate is unchanged from first quarter 2019. The South office market ended first quarter 2020
with an overall vacancy rate of 14.7%, the highest out of all U.S. regions.
 The major market with the lowest vacancy rate was Pudge Sound, WA at 4.9%. Other low vacancy markets
include Inland Empire (6.5%), San Francisco (6.7%), San Mateo County CA (7.6%), Raleigh/Durham, NC
(8.3%) and New York – Midtown South (8.5%).
 Of the 87 markets tracked by Cushman & Wakefield, 26 saw their vacancy rates decrease from the fourth
quarter 2019 to first quarter 2020.
 Vacancy rates are challenged by changes in the workplace environment, including denser, more “collaborative”
office space usage and new technology platforms. Net absorption must improve in order to offset the vacancy
created by the large quantities of office space hitting certain markets in the future.
Construction
In first quarter 2020, almost 12 million square feet of office space delivered, the largest amount of square footage
delivered to the market. In 2020, the South has seen the most deliveries having approximately 4.9 million square
feet delivered during the first quarter. Construction activity has especially increased in tech cities over the last 12
months as there is a strong tenant preference for new office space. The pipeline of new construction, however,
continued to grow. At the end of the first quarter almost 133.8 million square feet was under construction.
Notable construction information is as follows:
 The Midtown Manhattan has the largest amount of new office product under construction at roughly 12.1 million
square feet through first quarter 2020. San Jose Bay came in second with nearly 9.1 million square feet under
construction and Austin, TX rounded out the top three markets in construction activity, at 6.8 million square
feet.
 Market in which the amount of space under construction represents a substantial portion of current inventory
are Austin, Charlotte, San Mateo County, Nashville and Salt Lake City.
Asking Rent
Coinciding with increased demand and somewhat low national vacancy rates, the national average asking rent
reached a new record high in fourth quarter 2019, at $33.14 per square foot. Through first quarter 2020, the national
weighted average asking rent increased 2.8% over the average recorded at first quarter 2019 and was up since
bottoming out eight years ago in the second quarter of 2011. In addition, major markets like Midtown Manhattan,
San Francisco, Midtown South Manhattan, Downtown Manhattan and Washington D.C., continue to record asking
rents above $50.00 per square foot, on an annual basis. As the national office market anticipates a modest increase
in vacancy rates due to greater supply in the next 12 months, this will likely moderate the growth of overall average
asking rents.
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Further considerations include:
 The West region of the country experienced the fastest rent growth on an annual basis, asking rents increased
4.7% since first quarter 2019.
 The Northeast region office market continues to record higher asking rents than the rest of the United States.
The Northeast region office overall average asking rent was $41.58 per square foot, a 2.2% increase from first
quarter 2019. The West region office overall average asking rent, at $36.49 per square foot, grew 4.7% from
the average asking rent recorded in the first quarter 2019.
 Within the CBD national office market, the San Francisco market recorded the highest average asking rent of
$82.86 per square foot.
 Compared to a year ago rents in 70 markets have increased. Only 15 saw a decline in rents (rental rates in two
markets were unchanged).
Absorption
Net absorption totaled over 4.1 million square feet in first quarter of 2020, down from 5.8 million square feet in the
first quarter 2019. The effects of the global pandemic have yet to be fully quantified as companies and organizations
plan ahead to decide whether to increase or decrease their office footprint over the next several months. As
Americans return to work throughout 2020, it will be interesting to watch net absorption and employment in office-
using industries – the main driver of office demand.
Further considerations are as follows:
 The South leads all U.S. regions in total absorption at the start of 2020 with roughly 2.6 million square feet
removed from the market. The South is closely followed by the West, at 2.4 million square feet in positive
absorption. The only U.S. region to measure in negative absorption was the Northeast with approximately 1.8
million square feet coming back online during the quarter.
 Three office markets totaled over one million square feet during first quarter 2020: Atlanta, Los Angeles non-
CBD, and San Mateo County. The largest amount of positive absorption came out of San Mateo County where
almost 1.5 million square feet was removed from the market in first quarter 2020.
The charts below highlight the national office absorption trends for the major markets in the United States in first
quarter 2020, segmented between the CBD and suburban office markets:
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National Office Investment Sales Market

As shown in the comparative absorption exhibits, overall net absorption in various U.S. markets has not been
consistent, which impacts the selection of “preferred” investment markets for office building investors. Historically,
investors targeted the best quality assets in “core” markets during a recovery phase and have gradually shown an
inclination to move “down the food chain” in terms of quality and market location. This shift occurs where there is
less competition and better yield potential over the near-term. There is no doubt, however, that assets located
outside of the major “core” markets are in less demand.
Sales Volume
Office transactions (total dollar volume) have been at healthy levels as the economy has expanded over recent
years. From 2009 through 2015, investors gained confidence in the office market and sales volume experienced
consistent year-over-year growth. Sales volume for office product reached its cyclical peak in 2015 due, in part, to
unusual activity in the early part of year, where falling cap rates and ease of finance from the commercial mortgage-
backed securities (CMBS) market helped drive sales activity. Sales volume declined on an annual basis in both
2016 and 2017, however office investment activity has been at elevated levels and investment during these years
was at a higher than average pace. In first quarter 2020, office sales volume grew 5.7% over first quarter 2019, to
reach approximately $30 billion.
 Following a challenging start to 2020 as the novel coronavirus swept across the globe, deal volume was front
loaded in the first two months of 2020 and cooled in March.
 Sales volume in first quarter 2020, at $30 billion, dropped 27% from the previous quarter and increased 5.7%
over volume recorded in first quarter 2019.
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The following table provides an historical view of sales volume in the first and second half of the year from 2010
through first quarter 2020:
Overall Capitalization Rates

The office sector has generated and sustained investor demand over the past few years, driving down overall cap
rates. Typically, CBD properties in major markets have been the primary contributor to the office sector’s
momentum, although suburban office markets have also exhibited a downward trend since 2009 due to increased
investor interest. The performance of an individual CBD office market can be inconsistent, top-tier CBD’s are
outperforming the country while smaller downtown areas are struggling. Average overall cap rates remain lower for
most CBD markets than for its suburban counterparts since higher barriers to entry and a lack of land for new
development tend to keep supply and demand more balanced in a market's CBD. As a result, CBD assets typically
achieve higher rental rates.
The PwC Real Estate Investor Survey and the National Council of Real Estate Investment Fiduciaries (NCREIF)
methodologies offer unique perspectives on capitalization rate trends. The PwC Real Estate Investor Survey
calculates its data based on a personal survey of major institutional equity real estate market participants. In
contrast, NCREIF looks at data from appraisals included in their benchmark property return index. The index
contains quarterly performance data for unlevered investment-grade income-producing properties that are owned
by, or on behalf of, exempt institutions.
The following points detail the PwC Real Estate Investor Survey and NCREIF capitalization rate trends:
 The PwC Real Estate Investor Survey shows that as of first quarter 2020, the national CBD OAR, at 5.45%,
dropped 0.07 percentage points on a quarterly basis and 0.03 percentage points on an annual basis. The
suburban OAR, at 6.36% in first quarter 2020, dropped 0.3 percentage points over previous year and
unchanged from the previous quarter.
 The NCREIF reported that cap rates fluctuated over the last 12 months in response to the general interest rate
environment. At 4.91% as of first quarter 2020, the national office cap rates increased 24 basis points over the
previous quarter and rose 22 basis points on a year-over-year basis.
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The following graph reflects national trends for CBD and suburban overall capitalization rates as surveyed by the
PwC Real Estate Investor Survey:
The graph below reflects national historical cap rate trends as reported by NCREIF:
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Moody’s/RCA Commercial Property Price Index

The Moody’s/RCA Commercial Property Price Index (CPPI) measures the change in price of commercial real estate
and reflects the empirical results of direct investments over time. Developed by MIT’s Center for Real Estate in
conjunction with a consortium of firms including Moody’s and RCA, the index tracks price changes based on closed
transactions, and implements advanced repeat-sale regression (rsr) analytics to gauge performance in current and
prior periods.
The following points are for consideration regarding the Moody’s/RCA CPPI:
 As of March 2020, the national aggregate index was 142.4 The national aggregate index grew 6.9% from March
2019 and increased 1.9% in first quarter 2020.
 The national office index increased 5.1% from 114.8 in March 2019 to 120.1 in March 2020. Compared to the
previous quarter (December 2019), the national office index increased 1.3%.
 Both the national office index and the national aggregate index have exhibited continued growth during the
current economic expansion cycle. The national office index ended the quarter 83.7% above the low recorded
in May 2010, while the national aggregate index has increased 108.6% during the same period.
The graph below displays the CPPI from March 2009 to March 2020:
Sale Price Per Square Foot

Historically, office pricing has not experienced the same dramatic fluctuations as seen with sales volume trends.
This was, in large part, due to sellers holding out and waiting for market fundamentals to improve. As of first quarter
2020, only the suburban markets grew in terms of price per square foot on an annual basis.
The following points provide details regarding sale price per square foot:
 The CBD average price per square foot, at $460 as of first quarter 2020, decreased by 11.7% from the same
point in 2019 ($460). On a quarterly basis, the CBD price fell 11.1%
 The suburban average price per square foot, at $250 as of first quarter 2020, is 20.1% higher than in first
quarter 2019 ($208). On a quarterly basis, the suburban price per square foot grew 8.4%.
 The 10-year period, from first quarter 2011 through first quarter 2020, compound annual growth rate (CAGR)
for the CBD is 18.9%, ahead of the last five-year compound annual growth rate at 6.6%. The suburban 10-year
CAGR is 7% while the five-year CAGR is 7.7%.
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The following graph reflects the national office average price per square foot from first quarter 2009 to first quarter
2020 (based on Real Capital Analytics data):
National Office Market Summary

The U.S. economic expansion has slowed in response to the effects of COVID-19 causing shutdowns of non-
essential businesses, mass layoffs and rising unemployment. Development during this cycle has contributed to
further tightening in office markets across the United States (although we recognize the national market
performance is “average” and does not apply to all markets across the board) but expect construction projects to
push completion dates a few months. As of first quarter 2020, asking rents have cooled from the record highs set
in 2019 and capitalization rates stayed near record lows despite recent variations. The office market has
experienced solid leasing, absorption and construction activity over the last 12 months, continuing the trends of
recent years. Throughout 2020, U.S. office fundamentals should remain solid, but vacancy may inflect during the
year, due to large amounts of new space coming online. Following are notes regarding the outlook for the U.S.
national office market in 2020 and beyond:
 As the U.S. economy neared full employment in 2019, the sudden shock of the coronavirus saw mass layoffs
and a drastic increase to the unemployment rate through first quarter 2020. Demand for office space could vary
as it is unclear how the coronavirus has affected office space over the next few months, with business opting
for more or less space in 2020.
 Technology-driven markets continue to represent a large presence within the national office market and it is
considered that the tech sector is more important than ever to commercial real estate. According to the
Cushman & Wakefield’s Tech Cities 2.0 report, the average asking rents in the top 25 tech cities have increased
nearly 50% since 2010, almost twice as fast as the U.S. In addition, property values in the top 25 tech cities
increased roughly 60% in price per square foot during the same period, more than double the rate of the national
average.
 Co-working and flexible office space is a growing sector within the office market. Co-working offers tenants
flexibility and talent attraction/retention. More than five million square feet of this subtype came online in each
of the past three years. Currently, co-working flexible space accounts for 1% of total office inventory. It is
expected the flexible office space will triple in size and represent 5% - 10% of inventory in many markets.
 The big story of the national office market will be the continued amount of new construction over the coming
year. New supply will offset positive job growth and leasing activity in many markets which will likely lead to flat
or rising vacancy. Each market will be influenced by its own supply and demand dynamics, but, overall, most
markets are expected to become more occupier favorable over the next 12 months.
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Office Market Analysis- Baltimore Regional Overview

Office Market Characteristics
The Baltimore region is comprised of seven office markets as defined by market participants including BWI Airport,
Baltimore City, Greater Annapolis, Harford County, Howard County, Suburban North and Suburban West. These
markets are further segmented into 25 submarkets. The following map illustrates the locations of the office markets
within the Baltimore region. The subject is located within the Downtown Baltimore City market.
BALTIMORE OFFICE MARKET MAP
Subject
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Current Trends
Baltimore office market fundamentals started 2020 with negative absorption and a declining overall average asking
rental rate. Overall vacancy in the Baltimore CBSA office market dropped in a year-over-year comparison. Currently,
there is a total of almost 9.9 million square feet in vacant available existing inventory and 511,000 square feet under
construction through first quarter 2020. Baltimore’s regional economy is driven by its office-using industries and
employers including federal government agencies and government contractors, and educational and medical
services. These primary office demand generators, referred to by market participants as “feds, eds and meds”
continued to spur office absorption through first quarter 2020. The Baltimore office market conditions are projected
to continue trending positively over the next 12 months.
Listed below are highlights of the Baltimore office market as of first quarter 2020:
 Year-to-date, the Baltimore office market netted 219,023 square feet of negative net absorption. The “flight-to-
quality” trend drove demand for existing availability as tenants upgraded to Class A office space. The “flight-to-
quality” trend of office tenants has also fueled demand for a limited number of new office construction projects.
 Tenant demand for 24/7 live-work-play office projects has spurred demand for new projects in downtown
Baltimore and suburban submarkets. More than 2.4 million square feet of new office space has been completed
in the region since 2017, including 579,323 square feet during 2019. New office space totaling 511,000 square
feet is in the pipeline and construction has not been halted as commercial construction companies have been
deemed essential by Governor Larry Hogan.
 Adaptive re-use or redevelopment of functionally obsolete office buildings for apartment use in downtown
Baltimore continues to compress Class B and C office inventory and vacancy.
 In November 2019, Maryland Governor Larry Hogan announced that the 12 state government agencies located
at the State Center complex in the Midtown submarket of Baltimore City will be vacating to allow for
redevelopment of State Center in the future. The Governor intends to relocate the approximate 3,300 state
government employees to existing office space within the Baltimore CBD submarket, which is forecast to
generate about one million square feet of new office demand.
 There was limited investment sales activity for office properties in the Baltimore market during the first quarter
2020. The largest office sale in the region was 40 Wight Avenue, which is a 133,000 square foot office building
located in the 83 Corridor North submarket that sold for $39.1 million. Other notable sales include: 175 Admiral
Cochrane Drive, a 55,680 square foot office building located in Annapolis that sold for $12,450,000, and 10330
Old Columbia Road, a 42,860 square foot office building located Columbia that sold for $7,400,000.
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Inventory
The Baltimore regional office inventory totaled approximately 77.6 million square feet as of first quarter 2020 and
is the 25th largest office market in the nation. The following graph depicts the Baltimore regional office market
inventory by submarket at the end of first quarter 2020:
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Vacancy
At 12.7%, the overall vacancy rate of the Baltimore CBSA office market dropped 50 basis points year-over-year
through first quarter 2020. The office market is becoming increasingly dependent on premium office space and
amenities as a means of attracting talent and, as such, demand for Class A space has risen. Vacancy rates will
likely increase as new construction delivers with vacancy in the near term. The Baltimore CBSA’s office market
started 2020 with negative net absorption as 219,023 square feet of office space was returned to market during the
quarter.
The following table represents the office market statistics for the Baltimore CBSA through first quarter 2020. The
subject property is located within the Baltimore City market and Southeast submarket
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Construction
Since 2016, the Baltimore’s office construction market regained momentum behind increased demand from tenants
seeking build-to-suit space. The Baltimore CBSA reported approximately 1.8 million square feet of construction
completions in 2016, nearly four times the total delivery of construction in 2015. In both 2017 and 2018, the
Baltimore market maintained healthy levels of office development as approximately one million square feet of office
construction were delivered in both years. Two office properties delivered during the fourth quarter of 2019 including
a 166,000 square foot building and a 128,957 square foot building. Both properties represent new Class A modern
space added to the Town Center and Annapolis submarkets respectively. In 2019, the Baltimore CBSA totaled
579,323 square feet in new office product.
No new office space was delivered during the first quarter of 2020, and 511,000 square feet was under construction.
Construction has dipped over the last few years and 2019 marked the first year since 2016 that saw under one
million square feet in new office inventory delivered to the market. Currently, Hopkins Applied Physics Laboratory’s
263,000 square foot building is under construction and expected to deliver later this year in Howard County.
Additionally, a 236,000 square foot trophy property known as Wills Wharf, located in the Harbor Point development
in Baltimore City, is expected to deliver in the second quarter of 2020 and the is 63% leased. The Baltimore region’s
commitment to converting vacant sites, including Harbor Point, Owings Mills and Port Covington, into business
hubs is expected to be a catalyst for the region’s economic development for years to come.
The following graph summarizes construction completions in the Baltimore office market between 2010 and 2020:
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Asking Rents
In recent years, tenant demand for premiere Class A space and the flight-to-quality rush for amenities have driven
up rents across the Baltimore CBSA. Through first quarter 2020, average asking rent in the market was $23.15 per
square foot. Rental rates have remained generally stable over the past three years. Following the trend of high-
quality space and new construction coming online, average asking rents are projected to rise in the near term. The
Greater Annapolis submarket reported the highest overall average rent at $27.77 per square foot. The overall
average asking rent of the Baltimore CBSA office market in first quarter 2020 fell $0.67 per square foot year-over-
year and dropped $0.27 per square foot from fourth quarter 2019. Rents are leveling off but may see an upward
push as new construction delivers at a premium rate.
The following graph summarizes overall vacancy rates and overall average asking rents in the Baltimore office
market since 2010:
The following table summarizes overall average asking rents and direct average Class A rents by submarket for
the Baltimore office market:
Baltimore Region Rents

First Quarter 2020
Market/Submarket Overall Average Rent Direct Class A Rent
BWI Airport $24.26 $27.45
Baltimore City $23.63 $25.25
Greater Annapolis Area $27.77 $32.05
Harford County $22.09 $24.50
Howard County $24.11 $27.18
Suburban North $19.95 $24.41
Suburban West $20.82 $24.31
Baltimore Region $23.15 $26.81
Source: Cushman & Wakefield Research; compiled by C&W V&A
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Leasing Activity
The Baltimore office market started 2020 with strong leasing activity, posting an improvement over first quarter
2019 by over 315,000 square feet. The market saw a total of 708,607 square feet leased through first quarter 2020.
General Dynamics’ claim of 58,841 square feet at 7142 Ambassador Road was the largest lease during the quarter.
The Suburban North submarket leads the Baltimore CBSA office market in leasing activity having approximately
175,000 square feet leased through first quarter 2020. A robust economic backdrop, along with some clarity
regarding tax cuts, has boosted corporate confidence as evidenced by strong leasing activity prior to the recent
COVID-19 pandemic. The following table highlights significant lease transactions that occurred in the Baltimore
CBSA during first quarter 2020:
Net Absorption
Overall absorption measures the net change in occupied leased space over a given time and offers a good
indication of market health. A total of 219,023 square feet of negative absorption was registered through first quarter
2020. The BWI Anne Arundel submarket measured the largest amount of negative absorption having 117,801
square feet returned to the market. The Baltimore office market’s overall net absorption trailed first quarter 2019’s
overall net absorption by approximately 629,000 square feet. The following graph illustrates the Baltimore CBSA
office market’s overall net absorption since 2010:
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Demand Forecast
Cushman & Wakefield’s office market forecasts are derived using a regression model developed by our Research
staff. The model is based on trends in historical occupancy and rental rate movements as well as factors such as
employment growth, new construction and absorption tendencies. Highlights of the demand analysis are as follows:
 Economic data suggests that office-occupying employment will average a modest 0.7% annual growth rate
from year-end 2019 through 2021.
 Regional inventory is forecast to increase by about 3.4% through 2021 to 80.3 million square feet.
 Vacancy is expected to remain generally stable through 2021.
The following exhibit outline details of the demand analysis for the Baltimore office market:
COVID-19:
The reader should note the preceding market information heavily relies on the most recent available published data
sources. As the crisis began in the last month of the first quarter, the data may not be entirely representative of the
current market conditions, nor may it take into account various potential market impacts with regards to the Covid-
19 global pandemic. The analysis component focusing on historical data is important to illustrate the market trends
that were occurring up to the point of disruption. We will include more detailed trends and analyses of the Covid-
19 impacts as they become available. In the meantime, here are a few important points to consider:
 The current Covid-19 pandemic has resulted in shutdowns of non-essential business, and as a result many
other office-using businesses have been significantly disrupted. This has resulted in a sharp and drastic
unemployment spike that is expected to negatively impact most businesses in the near term.
 The commercial real estate sector is not the stock market. It’s slower moving and the leasing fundamentals
don’t swing wildly from day to day. If the virus has a sustained and material impact on the broader economy, it
will have feed through impacts on property as well.
 The outbreak has also prompted a flight to quality, driving investors into the bond markets, where lower rates
are creating more attractive debt/refinance options.
 If past outbreaks are a useful guide, then COVID-19 should largely be contained by the first half of 2020. Most
anticipate a strong rebound in markets in the second half of the year.
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Baltimore Regional Office Market Conclusions

The Baltimore office market fundamentals softened during the first quarter of 2020 with negative overall absorption
and a decreasing overall average asking rate. Leasing activity in the Baltimore CBSA’s office market totaled almost
709,000 square feet through first quarter and the Columbia South submarket totaled the most activity during the
quarter with 124,520 square feet having been leased. As move-outs outperformed move-ins for the quarter, the
largest amount of negative absorption came out of the BWI Airport region where over 120,000 square feet was
returned to the market. The Baltimore office market is forecast to see tenants continued flight-to-quality generating
leasing activity for Class A office space and new projects as they deliver.
The Baltimore regional office market reflected generally stable market fundamentals over the past year prior to the
current COVID-19 global pandemic. Speculative office construction in the region has been limited, which has
constrained vacancy. Since the COVID-19 global pandemic impacted the region by the end of March 2020, market
participants have forecast reduced rent growth and increased vacancy until there is certainty on the length of time
and impact on market fundamentals of the pandemic in the greater Baltimore- Washington, D.C. region.
Future Competitive Office Supply

There have been a few tenants that have relocated from the Central Business District to the subject’s Southeast
submarket including within the Harbor East and Harbor Point developments. Nonetheless, we have not seen many
additional relocations from the CBD to the Baltimore City Southeast market due in part to the pricing differential for
Class A space as reflected by the prior exhibit of office market statistics presented in this section. There have been
a couple of recent build-to-suit office buildings within Harbor East/Harbor Point for tenants that had been located
within the CBD including Legg Mason and the Exelon Corporation. Other large office tenants in the CBD have
recently renewed leases committing to stay within the CBD market long-term including TRowe Price, PNC Bank
and M&T Bank. We expect vacancy in the CBD to continue to stabilize in the future as adaptive reuse projects
come to fruition, taking older functionally obsolete office buildings out of office inventory. The most recent office
development in Baltimore City was a mixed-use development at One Light Street, which includes about 234,500
square feet of office space. Approximately 67 percent the space had been pre-leased from existing tenants within
the CBD. M&T Bank vacated 210,000 square feet at 25 S. Charles Street and relocated to One Light Street during
the first quarter of 2019.
Stadium Square: Stadium Square is a $250 million

mixed-use redevelopment project, which will include a
650-unit mid-rise apartment complex, 300,000 square
feet of Class A office space, 70,000 square feet of
street-level retail space and a parking garage for 2,000
cars. Phase I of the development included a 6-story,
75,000 square foot office building located at 145 W.
Ostend Street (pictured at right), which was completed
in 2017. The building is about 50 percent leased. The
developer has also proposed an additional 180,000
square foot building to be developed adjacent to this
building, which will include 135,000 square feet of
office space and 45,000 square feet of retail space.
This project is unlikely to be developed on a
speculative basis without pre-leasing in place.
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Subject Property Competitive Market Position – Office Space

Port Covington is considered a periphery submarket southeast of the central business district. The location is
proximate to major thoroughfares including Interstate 95. Primary office demand generators in the subject’s
immediate market include educational and medical-related companies, government agencies, government
contractors, financial service firms and other professional service firms. As discussed, three cyber-security firms
have pre-leased space in the project, which is a primary demand generator for office space in the region due to the
location of the U.S. Cyber Command, the National Security Agency (NSA) and Defense Information Systems
Agency at Fort Meade located about 13 miles southwest of the subject, which direct access to Port Covington from
MD Route 295- the Baltimore Washington Parkway.
The subject’s Southeast office submarket contains about 3.8 million square feet and reflects a stabilized overall
vacancy rate of 5.6 percent. The subject’s proposed office development will be located within a mixed-use
development offering on-site housing and shopping, restaurants and other amenities that are attractive to
prospective office tenants.
The developers proposed office development in Chapter 1B includes two mid-rise buildings totaling 404,299 square
feet, which will be competitive to other recently developed Class A office buildings in the subject’s market including
interior finish, amenities and floorplates. As will be discussed, the owner has pre-leased 39,595 square feet of office
space to three tenants cyber-security tenants. The rental rates achieved are the highest in the market over $40.00
per square foot on an equivalent full service- net of electric basis, demonstrating demand for subject’s location and
proposed improvements.
The property also benefits from its proximity to various institutional facilities, which are primary demand generators
for office space in the subject’s market including The Johns Hopkins Bayview Medical Center. Based on the
subject’s locational characteristics, proposed building quality, the subject is considered to have a good competitive
market position upon completion.
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Retail Market Analysis

Introduction
In this section we provide a national retail market overview, followed an analysis of the subject’s regional and local
markets in which the subject competes. We finish our Retail Market Analysis by examining the underlying
demographic indices that define the trade area such as population, household income and retail sales potential. A
national supermarket overview is presented at the end of this section as Chapter 1B of the project is proposed to
be anchored by a grocery store.
The first phase of Port Covington (Chapter 1B) is a proposed urban mixed-use project that will include 93,632
square feet of retail space including a proposed grocery store, fitness center and street-level inline retail space
available for a variety of retail users. Future phases of the project are proposed to include additional street-level
inline space as will be discussed.
The developer reports they are in discussions with retail tenants that are national and regional branded retailers.
The developer indicates the tenant mix will include restaurants and service-oriented tenants supported by office
workers and the local household base. The subject’s proposed retail space, inclusive of the street-retail, a fitness
center and grocery store, is described by market participants as comparable to a neighborhood center.
Neighborhood centers reflect a convenience concept and typically encompass 30,000 to 150,000 square feet of
gross leasable area, including anchors, on three to fifteen acres. They will typically have one or more anchors
(supermarket) with a 30 to 50 percent anchor ratio and a primary trade area of three miles.
Retail Market Analysis- National Overview

Introduction
Prior to the current market disruption brought on by the COVID-19 global pandemic, the U.S. economy had officially
begun its eleventh consecutive year of growth in the second half of 2019; a new record for the longest economic
expansion in history. Economic growth beat market expectations during the fourth quarter of 2019, and the
unemployment rate hit a 50-year low at 3.5 percent. In March 2020, circumstances changed drastically with the
rapid spread of COVID-19 that caused people around the globe to start quarantining and practicing social
distancing. This led to many businesses closing, either temporarily or permanently, and has pushed the U.S.
economy, as well as most other economies around the world, into a deep recession.
The arrival of the COVID-19 global pandemic has created an economic shock that has pushed the global economy
and the U.S. into recession. Policies initiated to “flatten the curve” of potential infection included the voluntary and
mandated shutdown of large sectors and regions of the economy. Retail establishments, restaurants, passenger
transportation, schools and leisure activities—almost all ground to a halt while customers self-quarantined and
practiced social distancing. This is resulting in the highest volume of layoffs in U.S. history. The Labor Department
reported that payroll employment in the U.S. fell by nearly 20.7 million jobs in April, the largest monthly decline in
history, and the unemployment rate jumped from 3.5 percent in February to 14.7 percent in April. However, as
regional and local economies begin to reopen, we are beginning to see some positive signs of recovery. The payroll
employment added 7.3 million jobs in May and June while the unemployment rate continues to fall from the high of
14.7 percent in April to 13.3 percent in May and 11.1 percent in June. For the purpose of comparison, previous
quarterly projections from the Congressional Budget Office (CBO) indicated that the unemployment rate could reach
as high as 16 percent by third quarter 2020. The speed of the recovery will depend on the path and severity of the
COVID-19 virus, and how rapidly a treatment/vaccine regimen can be developed and distributed. At this writing,
there are some doubts in place as select economies are shutting down in response to the resurgence of the virus.
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Given the way major events have unfolded and the huge number of layoffs, the current thinking among economic
forecasters is that the second quarter of 2020 will see one of the largest real GDP declines in U.S. history, with
some forecasts looking bleaker than others. In the first quarter of 2020, the U.S. GDP declined at an annual rate of
5 percent, the largest decline since fourth quarter 2008. The Commerce Department stated that because layoffs
and closings did not come until the last month of the quarter, next quarter’s GDP could drop by as much as 30
percent, a figure not seen since the Great Depression. Projections from a Moody’s Analytics/CNBC survey indicate
a more severe outlook, showing a 39.4 percent annually rated decline in GDP for the second quarter (the previous
record was 10 percent). Similarly, the Congressional Budget Office (CBO) forecasts a 39.6 percent drop in GDP
for the second quarter. While the consensus is that economic activity will slow down immensely during the second
quarter, what is less clear is what the economic trajectory will be following the second quarter. By third quarter
2020, Moody’s is expecting a strong rebound at 11 percent as we move out of the bottleneck and then maintain
healthy growth rates through the end of 2021. By comparison, the CBO expects GDP to rebound at 23.5 percent
for third quarter 2020, followed by growth of 10.5 percent for the fourth quarter. As of this writing, there were hopeful
signs emerging that policy steps to flatten the curve were beginning to work in certain areas, but many unknowns
remain. It is too soon to say if these signs will be sustained and how they will impact the trajectory of the economy.
While the speed of the recovery remains uncertain, all signs point cautiously to the recovery being underway by the
third quarter. All eyes remain on what happens with the infection and hospitalizations. While some states and
localities are unwinding restrictions on activities, others are reimplementing them in response to the record spike in
new cases. The key to how rapidly the economy recovers will be business and consumer confidence. If businesses
and households are confident that they can engage in normal activities without facing the threat of infection, growth
will accelerate. But if concerns remain elevated, it will take longer for the economy to fully recover. Consumer
Confidence rose unexpectedly in May, as the U.S. economy slowly began to restart. The index now stands at 86.6,
up from 85.7 in April 2020. This coincides with the increase in consumer spending, which rose 8.2 percent in May,
compared to a decrease of 6.6 percent and 12.6 percent in March and April, respectively. The U.S. Consumer
Confidence board attributes better short-term expectations from consumers as the gradual reopening of the
economy helped improve consumers’ spirits.
Retail Sales
Prior to the COVID-19 pandemic, the retail industry as a whole was healthy by some measures, still benefitting from
strong consumer confidence and positive economic fundamentals. Retail and food services sales have grown at an
annual average rate of 3.1 percent over the last 10 years. Retail sales growth has been driven by rising employment
and advancing wealth created by real home appreciation, all of which free up income for spending on other goods
and services. In 2019, retail and food services sales increased 3.6 percent to over $6.2 trillion compared to 2018.
As of February 26, 2020, the National Retail Federation (NRF) forecasted that retail sales would grow between 3.5
percent-4.1 percent in 2020. By March 2020, the U.S. retail market suffered a major blow as the COVID-19 global
pandemic forced businesses to close shops. Retail sales plunged 8.3 percent in March and 14.7 percent in April,
the largest monthly decline on record since 1992. In May, U.S. retail sales rebounded by a record 18.2 percent from
April, followed by a 7.5 percent increase in June, as businesses resumed operations. However, the budding
economic recovery is being threatened by high unemployment and the explosion of new COVID-19 cases in some
parts of the U.S., forcing regional and local authorities to either close businesses again or pause reopening.
Moreover, the pandemic’s damage to retail sales remains severe, with purchases still being down 6.1 percent from
year ago. Personal income, which rose by 10.8 percent in April primarily due to the government stimulus, decreased
by 4.2 percent in May as the stimulus benefits begin to wane.
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Annual retail sales for the period 2008 through June 2020 are as follows:
Annual Retail and Foods Services Sales
$6
$5
Annual Retail Sales
(in trillions)
$4
$3
$4.39
$4.07
$4.29
$4.60
$4.83
$5.00
$5.22
$5.35
$5.52
$5.75
$6.02
$6.24
$2.89
$2
$1
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020*
Source: U.S. Department of Commerce *6 Months Through June
E-Commerce
Non-store retailers are benefitting from an increasing number of consumers who turn online to shop, especially
since the COVID-19 pandemic took hold in March of 2020; however, delivery on goods has been slowed by high
volume demand coupled with essential service products taking priority over typical consumers goods orders. For
the six months through June 2020, sales from non-store retailers (pure-play online retailers) increased 18.4 percent
year-over-year, according to advanced estimates from the Census Bureau. This figure would be much higher if
online sales from omnichannel retailers were included. What is clear is that e-commerce as a percentage of retail
sales will be moving aggressively higher.
Sales from online retailers, including online marketplaces such as Amazon and Etsy, plus retailers with ecommerce
sites – Walmart, Target and others – increased 14.8 percent year-over-year to more than $160 billion in the first
quarter of 2020, according to the latest data from the Census Bureau of the Department of Commerce. E-commerce
sales accounted for 11.8 percent of total sales during this quarter and are expected to gobble up an even bigger
share of the total retail sales in the next few years. While the Census Bureau has not released the figures for the
second quarter, an analysis by ACI Worldwide of hundreds of millions of e-commerce transactions from global
merchants indicates that online spending in the U.S. rose 25 percent in each of the months of May and June. This
was reinforced by a report from Adobe, which found that consumers spent a record $368.8 billion on online shopping
in the first half of 2020. In June alone, online shopping increased 76.2 percent year-over-year to $73.2 billion. The
report also found that online grocery and apparel daily sales declined 18 percent and 15 percent, respectively, in
June versus May as consumers returned to shopping in stores as states reopen.
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The following graph depicts the annual e-commerce share of total retail sales in the U.S. since 2010:
U.S. eCommerce Total Share of Retail

35.0%
eCommerce as Share Forecast
30.0%
% of Total retail Sales
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
Source: U.S. Department of Commerce; Cushman & Wakefield Research; Digital Commerce 360
National Retail Investment Sales Market

Unless otherwise noted, the following statistical information is taken from Real Capital Analytics (RCA). RCA is a
leading provider of comprehensive data on deals, players and trends that drive the commercial real estate
investment markets. Data are based on sale transactions of properties and portfolios $2.5 million and greater, and
are prepared using two separate types of methodologies: the RCA Hedonic Series (RCA HS) and the average yield
and average price per unit (PPU) time series. For the purpose of this report, we will be using the RCA HS, which
the company defines as the following: “RCA HS is an enhanced suite of cap rate and pricing time series developed
to provide an alternative to RCA’s existing average yield and average price per unit time series. The goal of the
RCA HS is to more accurately represent the underlying trend in each series and to eliminate the noise that often
results from heterogenous assets and small data samples. The RCA HS differs from the average yield/PPU series
in that the methodology reflects pricing for the average property rather than an average of the prices of properties
that have transacted.”
Retail Transaction Activity
The U.S. commercial real estate market is facing significant headwinds amidst the COVID-19 crisis, as deals are
falling apart, and the number of participants is thinning. RCA reported that the number of deals falling out of contract
reached 2.9 percent of closed deals in May, up from 2.1 percent in April and 0.7 percent in March. RCA noted that
while the May level was more than seven times the average percentage during the period from 2015 through 2019,
but it is far below the peak Global Financial Crisis, which witnessed 12.8 percent of collapsed deals in January
2009.
The following graph highlights the collapsed deals share of closed deals for commercial properties in the U.S.
relative to Europe and Asia Pacific:
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One of the major signs of weakness in the market is the decline in deal volume since the economic shutdown back
in March. After increasing year-over-year by 29 percent and 37 percent in January and February, respectively,
activity took a dive in March and has continued to trend downward, plunging 10 percent, 56 percent, 72 percent
and 79 percent in March, April, May and June, respectively. Through mid-year 2020, deal volume for commercial
properties in the U.S. declined by 29.5 percent to $179,5 billion, driven by a 68 percent year-over-year decrease in
the second quarter. By property type: office was down 37.4 percent year-over-year; retail was down 39.8 percent;
hotel was down 63.8 percent; and apartment was down 35.7 percent. Industrial was the only bright spot, recording
a 17.2 percent increase in deal volume year-to-date. The uncertainty surrounding how COVID-19 will impact the
broader economy and the demand for commercial property has sidelined many investors for the time being.
Following a 25 percent decline in deal volume in 2019, the retail sector remains one of the worst performing sectors
in the U.S. Deal volume for the first six months of 2020 decreased 39.8 percent to $17.7 billion from a year ago,
driven by a 73 percent decrease in the second quarter. Megadeals involving portfolio and entity-level sales
decreased 89 percent in the second quarter compared to last year. By comparison, sales of individual assets were
down 68 percent over the same time. The average deal size shrank from $10.8 million in the prior year to just $7.7
million for second quarter 2020. Transactions were made up largely of smaller deals. For the second quarter, deals
below $20 million accounted for 94 percent of the market compared to the historical average of 88 percent. Deals
between $20 million and $50 million represented just a handful of deals during the quarter compared to the 8
percent historical average.
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The following graph displays annual retail transaction volume from 2009 through June 2020:
Annual Retail Transaction Volume
$100 $90.3
Second Half $86.3 $87.1
$77.9
Transaction Totals (in billions)
First Half
$80
$63.0 $64.6 $65.0
$44.3
$45.5
$57.9
$50.7
$38.9
$60
$44.7
$30.8
$35.6
$39.2
$32.0
$40
$24.1 $21.4
$16.5
$20 $25.9
$23.8
$40.8
$45.9
$39.0
$33.8
$36.4
$29.5
$17.7
$15.5
$10.4 $23.3
$6.1 $8.6
$0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020*
Source: Real Capital Analytics, Inc.

Note: Data excludes transactions less than $2.5 million, *YTD Through June
Retail Capitalization Rates
Capitalization rates decreased in all three major property types in the second quarter of 2020. Cap rates declined
12, 7 and 5 basis points, respectively, for retail, industrial and office properties. The decrease in the retail cap rate
was driven by shops which typically command lower cap rates. Shops are prevalent in the current quarter than is
typical. RCA reports that the shop category historically makes up 29 of retail investment in the second quarter. This
quarter, the proportion was 63 percent, a record high.
The following graph compares quarterly national capitalization rates between industrial, office, and retail properties,
as reported by Real Capital Analytics:
National Cap Rate Comparison

9.0%
Industrial Office Retail
8.5%
8.0%
7.5%
7.0%
6.6%
6.5%
6.5%
6.2%
6.0%
Source: Real Capital Analytics
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Additional data from PwC Real Estate Investor Survey reports that, on average, cap rates for regional malls rose
sharply in the second quarter of 2020 and have now surpassed cap rates for both power centers and strip shopping
centers. For the second quarter, cap rates for regional malls rose 72 basis points from the last quarter to 6.95
percent. For the same quarter, cap rates for power centers increased by 30 basis points to 6.75 percent. Cap rates
for strip centers decreased by 6 basis points to 6.75 percent. It is noted that average cap rates for regional malls
as reported by the PwC survey relate to Class A+, A and B+ malls only. Cap rates for Class A+ regional malls
increased 28 basis points to 5.38 percent for the second quarter; Class A increased 15 basis points to 6.28 percent;
and B+ malls showed the largest increase of 230 basis points to 9.33 percent. Most buyers think that the current
mall assets are overpriced.
The following graph depicts quarterly national retail capitalization rates as reported by PwC by property type through
second quarter 2020:
National Retail Cap Rates

9.0%
8.5%
8.0%
7.5%
7.0%
6.81%
6.5% 6.45%
6.23%
6.0%
5.5%
National Power Center National Regional Mall National Strip Shopping Center
Source: PwC Real Estate Investor Survey, 2Q20
These cap rates are quoted averages by investor expectations and they do not represent actual deals. Given the
bifurcation of the current market, rates vary vastly based on the quality of the centers. Cap rates average as low as
4 percent for the best regional shopping centers, but rates can easily exceed 20 percent for centers struggling with
vacancy and other performance issues.
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The following table details Pre-COVID-19 Q3-2020 capitalization rate ranges identified by Cushman & Wakefield
Retail Valuation Group by property type and asset class:
Capitalization Rates by Property Type and Asset Class

Property Type Asset Class Cap Rate Range
Mall A+ 4.00% - 5.00%
A 4.75% - 6.00%
A- 5.75% - 8.00%
B+ 7.75% - 9.75%
B 9.00% - 12.00%
B- 11.75% - 17.50%
C 17.00% - 25.00%+
Neighborhood/Community Center A 5.00% - 6.50%
B 6.50% - 8.50%
C 8.50%+
Power Center A 6.00% - 7.50%
B 7.50% 10.00%
Outlet Center 6.00% - 12.00%
Lifestyle Center 5.50% - 8.50%

Note 1: Rates are pre-COVID-19.
Note 2: We are not providing cap rate guidance at this point until we have more clarity on the markets.
Source: Cushman & Wakefield Retail Valuation Group
Commercial Property Price Index
The RCA Commercial Property Price Index (CPPI), formerly Moody’s/RCA CPPI, is a periodic same price change
index of U.S. commercial investment properties. The RCA CPPI uses advanced repeat-sale regression analytics
to measure price changes in U.S. commercial real estate over time.
In May 2020, RCA CPPI for all properties measured an increase of 4.9 percent year-over-year. As of May 2020 at
140.96, the index is at its peak since it was tracked in 2000 by RCA. For retail properties, CPPI figures reported by
RCA have indicated a year-over-year increase of 2.8 percent in May to 102.84. In comparison with other property
types, retail remains one of the slowest growing sectors: apartment was up 9.3 percent; industrial was up 6.1
percent year-over-year; and office was up 1.6 percent.
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The following graph displays the CPPI Index from 2000 through May 2020:
Commercial Property Price Index Comparison
150 610
560
130
510
110 460
410
90 360
310
70
260
50 210
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
RCA's National ‐ All Property (left axis) RCA's National Retail (left axis) NCREIF
Sources: Real Capital Analytics
Similarly, the National Council of Real Estate Investment Fiduciaries (NCREIF) also compiles a property price index
based on a large pool of individual commercial real estate properties. The NCREIF Property Price Index is a
quarterly time series composite total rate of return measure of investment performance of said commercial real
estate properties acquired in the private market for investment purposes only. Based on data from NCREIF, the
property price index peaked in the first quarter of 2008 at 420.27 before falling 29.3 percent to 297.08 in the first
quarter of 2010. Since bottoming, the NCREIF Property Price Index has continued to climb and has surpassed its
pre-2008 recession levels, currently standing at 567.28, reflecting an increase in commercial real estate values
over recent quarters. There is a current debate among professionals who use the index that appraised values may
be lagging the market reality and that valuations are poised for a correction in future index releases.
Retail Market Conditions

Retail Construction Activity
Given the headwinds affecting the retail real estate market, developers and lenders continue to show signs of
caution about investing in new ground up construction projects. Rather than investing in new ground-up projects,
mall owners are finding accretive opportunities to enhance their existing centers such as by taking back vacant
anchor boxes and either re-tenanting or repurposing them, or in more extreme cases, demolishing them for other
uses. According to data from the CoStar Group, retail construction starts averaged 74.8 million square feet during
the ten-year period through 2018. Immediately following the 2008 recession, construction starts fell significantly in
the ensuing years and continued to show only modest improvement. During this time, construction starts failed to
reach 100 million square feet in any given year, after posting 189.9 million square feet in 2007 and 118.7 million
square feet in 2008. This has been a good thing for property fundamentals as vacancy rates have declined. After
reaching an 8-year high of 97.5 million square feet in 2016, retail construction starts have declined for three
consecutive years, with just 62.4 million square feet recorded in 2019, a 36 percent drop from the recent peak and
running at around 16.4 percent behind the long-term average.
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The following graph shows retail construction starts from 2010 through first half 2020, as reported by CoStar:
Retail Construction Starts (SF in Millions)
100
90
SQUARE FEET IN MILLIONS
80
74.7
70
60
50
40
30
20
52.8
54.9
63.7
82.0
78.2
93.1
97.5
82.4
74.2
62.4
16.2
10
0
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 1H 2020
Source: CoStar Group
Vacancy Rates
The vacancy rate for non-mall shopping centers, as reported by CoStar and C&W Research, ticked up 20 basis
points to 6.8 percent for the second quarter, after increasing 40 basis points from one year ago. Cushman &
Wakefield tracked 66 markets across the U.S., all of which registered vacancy rates under 10 percent and nine of
those markets still have vacancy rates below 5 percent. Since reaching a peak of 15.8 million square feet in fourth
quarter 2014, retail demand has generally been on a downward trend since that time. The market registered
negative 7.7 million square feet of net absorption for the second quarter of 2020, bringing the mid-year total to
negative 12.2 million square feet. Power centers, which have benefited from a tenant mix of retailers deemed
essential and allowed to remain open, are the only shopping center type to remain in growth mode, posting 72,808
square feet of net occupancy gains in the second quarter. As a result, the vacancy rate for power centers has held
steady at 5.7 percent. Neighborhood/community centers (which comprise 2.5 billion square feet, or 62 percent of
the four billion square feet tracked by Cushman & Wakefield across 66 markets) recorded occupancy losses nearing
5.3 million square feet in the second quarter with vacancy climbing from 7.1 percent to 7.3 percent. Similarly, strip
centers posted negative net absorption of 1.8 million square feet with vacancy climbing from 5.9 percent to 6.4
percent. Most of the tenant move-outs came from inline tenants, particularly in the restaurants, health care and
salon categories.
While the coronavirus crisis began to impact demand levels and deal flow in March, it is critical to note that its full
impact is not yet in the data. At this writing, it is difficult to estimate where vacancy rates will be over the next two
quarters. What is clear is that they will rise. Some analysts have estimated occupancy losses of 500 to 750 basis
points.
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Valuation Metrics: Sales Price Per Square Foot
The price per square foot for retail assets has stabilized over the past few years, hovering around $240 per square
foot, according to data from Real Capital Analytics. The average price for retail assets ended 2019 at $250 per
square foot, which is 17.2 percent above the 15-year historical average of $213 per square foot. By comparison,
unanchored strip centers and malls averaged $244 per square foot and $52 per square foot, respectively. At the
end of second quarter 2020, RCA reported the average price for retail assets to be $247 per square foot, compared
to $230 and $47 per square foot for unanchored strip centers and malls, respectively, over the same time.
The following graph depicts the historical average price per square foot for retail assets as surveyed by RCA from
2009 through second quarter 2020:
REIS Market Conditions Data
Reis, a well-known provider of commercial real estate market information and analytical tools, maintains a
proprietary database containing detailed information on retail properties in about 80 major metropolitan markets
throughout the U.S. It should be noted that Reis data differ from Costar data, as the two companies use different
methodologies to measure and calculate retail statistics. Whereas Costar statistics include all retail building types
(including owner-occupied buildings) across more than 40 markets, the following Reis statistics include Community
and Neighborhood Centers in complexes with 10,000 or more square feet across the 80 markets mentioned above.
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The subsequent graph depicts annual market conditions within retail markets across the U.S.:
Annual Retail Market Conditions
50 12%
40
10%
Compl etions/Net Absorptio
30
8%
(i n million SF)
20
Va ca ncy
10 6%
0
4%
‐10
FORECAST 2%
‐20
‐30 0%
COMPLETIONS NET ABSORPTION VACANCY RATE
Source: Reis, Inc.

Note: Data only include Community and Neighborhood Centers
Pre-COVID-19 global pandemic, Reis projected the vacancy rate to increase from 10.2 percent in 2019 to 10.5
percent in 2020. When accounting for the COVID-19 impacts on the market, Reis projects the vacancy rate to
increase to 13.5 percent in 2020, a 3 percentage point increase from the orignial forecast for the same year. Reis
expects the rise in vacancy to continue through 2021, reaching a peak of 14.6 percent that year before it begins to
flatten and drop. Likewise, Reis projected effective rent to hover around $18.78 per square foot in 2020, with an
average annual growth rate of 1 percent through 2023. When accounting for the COVID-19 impacts on the market,
Reis projects effective rent to slip to $16.57 per square foot in 2020, an 11.8 percent decrease from the original
forecast for the same year.
The following graph shows a composite of asking and effective annual rent growth within retail markets across the
U.S.:
Annual Retail Rent Growth
5%
4%
3%
Rent Growth Percentage
2%
1%
0%
‐1%
‐2% FORECAST
‐3%
‐4%
ASKING RENT % CHANGE EFFECTIVE RENT % CHANGE
Source: Reis, Inc.

Note: Data only inlcude Community and Neighborhood Centers
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The graph below depicts the forecasted retail market conditions before and after the COVID-19 pandemic:
Retail Real Estate Market Fundamentals
$25.00 15%
Effective Rent (per SF)
$20.00
10%
$15.00
Vacancy
$10.00
5%
$5.00
$0.00 0%
2017 2018 2019 2020 2021 2022 2023
Effective Rent Forecast ‐ Pre‐COVID‐19 Effective Rent Forecast ‐ Protracted Slump
Vacancy Rate Vacancy Rate Forecast ‐ Protracted Slump
Vacancy Rate Forecast ‐ Pre‐COVID‐19
Source: Reis, Inc.
REIS Mall Trends
Reis defines a mall or a regional center as a “shopping center whose main attractions are its anchors: traditional
department stores, mass merchant department stores, or fashion specialty stores. It is typically enclosed and
connected by a common walkway.” The mall trend report reflects approximately 600 regional and super regional
malls in 80 primary markets covered by Reis. The following mall statistics are the latest available data.
The vacancy rate for malls, as reported by Reis, remained unchanged at 9.7 percent for the first quarter of 2020,
after increasing 40 basis points from the same quarter in 2019. This current rate remains at its highest level in ten
years. During the first quarter, the average mall asking rent increased by 0.5 percent to $44.08 per square foot.
The asking rent has increased 1.7 percent since the first quarter of 2019 and 3.6 cumulatively over the last three
years. Compared to its strip center counterpart, malls have higher base rent growth with a one-year compound
annual growth rate (CAGR) of 5.1 percent compared to negative 3.6 percent for strip centers, led by super regional
malls at 8.5 percent while regional malls are negative 5.3 percent, according to an update from Morgan Stanley’s
quarterly snapshot of retail fundamentals. The company attributes this trend to the redevelopment of vacant big box
department stores into alternative uses, which typically pay higher rents. In terms of occupancy, strip centers are
more stable with a one-year and five-year CAGR of 30 and 10 basis points, respectively, compared to malls with
negative 140 and negative 100 basis points, respectively.
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The graph below displays the relationship between the mall vacancy rates and asking rents since 2008:
Mall Vacancy and Asking Rents

$45.00 10.0%
9.7%
Asking Rent Vacancy Rate
$44.00
9.5%
Average Asking Rent (psf)
$43.00
$42.00 9.0%
Vacancy Rate
$41.00
8.5%
$40.00
$39.00 8.0%
$38.00
7.5%
$40.48
$39.03
$38.79
$38.92
$39.31
$39.95
$40.66
$41.54
$42.38
$43.00
$43.35
$43.84
$44.08
$37.00
$36.00 7.0%
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Q1
2020
Source: Reis, Inc.
Store Closings
Store closings are a natural part of the retail real estate industry cycle and in any given year, there will be a number
of shuttered stores. Over the past decade, major chain store closings have ranged between 2,000 and 11,800
stores, 2019 being the peak year as retailers were hampered by an anemic consumer and macro shifts in the retail
world. These shifts included increasing trends to value retailers, the emergence of fast fashion merchants and the
growing e-commerce business. While this accelerated pace of store closures showed no sign of slowing down in
early 2020, the COVID-19 crisis exacerbates this trend. More than three-fifths of the nation’s stores were sitting
dark at one point amid mandatory business closures and stay-at-home orders. Nearly 4.8 billion square feet of retail
floorspace were either temporarily or permanently closed across the U.S., or 54.8 percent of the total, according to
industry intelligence provider GlobalData. In addition, over 6,500 major chain closings have been announced so
far, according to PNC Real Estate Market Research compiled by C&W Retail Industry Group.
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The table below lists the major announced store closings, as of July 2020:
MAJOR ANNOUNCED STORE CLOSINGS - 2020 YTD

Store Number of Closings
Pier 1 990
Tailored Brands 500
Starbucks 400
GameStop 320
The Children's Place 300
Papyrus 260
L Brands (Victoria's Secret-PINK) 250
AT&T Mobility/Cricket 250
Tuesday Morning 230
Goody's 198
Bealls 174
Peebles 172
J.C. Penney 160
Stage Stores 157
New York & Co. 150
Signet Jewelers 150
Source: PNC Real Estate Market Research; compiled by C&W Retail Industry Group
Store closure announcements continue to dominate retail industry headlines. In 2019, the number of store closure
announcements approached the 12,000 mark that had been previously anticipated, a record since the data was
first reported. Coming into 2020, the number of store closures had been anticipated to fall from 2019 heights. Now
these numbers are anticipated to be significantly higher than last year’s record levels, as coronavirus is forcing
many national chains to file for bankruptcies and permanently close shops. The length and severity of the outbreak,
as well as governmental policy response, will ultimately determine the level of economic damage.
Shifting consumer shopping patterns and outdated financial models are one of significant challenges for the retail
industry. While today’s closures are partially due to retailers closing underperforming stores as leases expire, plus
fleet resizing and debt-ridden concepts declaring bankruptcy, many closures result from retailers going out of
business or gravitating toward an online-only model, like Papyrus. While bankruptcy could be just a restructuring
rather than a complete liquidation, these notices typically come with a significant list of closures. A recent report
from Fitch Ratings notes that over the past 15 years, nearly half of all retail and supermarket bankruptcies end in
liquidation, compared to just 13 percent for other types of companies.
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The following is a comparison between major retailer closures and bankruptcy filings, as of the second quarter of
2020, as well as future projections:
Major Chain Store Closures and Bankruptcy Filings

36,000 60 65
Major Chain Closures
31,000 Forecast Major Chain Closures 50 55
Major Retailer Bankruptcy Filings
26,000
Bankruptcy Filings
Forecast Bankruptcies 45
Store Closures
40
21,000 35
37 36 35
35
16,000
28 29
25 26 25 25
11,000 22 22
18
11,800
20,000
26,000
32,000
15 15
7,000
4,600
5,000
3,600
3,800
2,000
3,500
3,800
4,000
8,500
6,700
6,000
6,500
1,000 5
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 1H 2020 2020 2020
2020 (F) (F) (F)
Best Likely Worst
Case Case Case
Source: Company filings, PNC, Cushman & Wakefield Research
The challenges facing retail are now structural, not cyclical and the acceleration of online retail sales is one catalyst
for the disruption. While some retail sectors are already operating at 40 percent online penetration, it is unlikely that
total e-commerce penetration for all retail will surpass the 25 percent mark in the next decade. Digital channels will
not replace bricks and mortar, but most retail categories will not need as many stores.
CMBS Market
The Commercial Mortgage Backed Securities market has historically been an important financing source for retail
properties, amounting to nearly $15.4 billion, or nearly 16 percent, of the total market in 2019. At year-end 2019,
CMBS issuance for all property types increased 27 percent year-over-year to $97.8 billion compared to $76.9 billion
in the previous year. Prior to the pandemic, Trepp predicted that CMBS issuance would grow in a range of 5 percent-
10 percent in 2020, bringing the total to between $105 and $110 billion. Issuance totaled just $30 billion during the
first six months of 2020, down 24.8 percent from the same time in 2019.
Following a downward trend that has extended for almost three years, the overall U.S. CMBS delinquency rate
surged for three consecutive months, up 317 basis points to 10.32 percent in June. The U.S. CMBS delinquency
rate was 2.84 percent one year ago. Retail was second only to lodging with an 18.07 percent delinquency rate in
June (it was at 3.89 percent in March). By comparison, the delinquency rate for lodging jumped to 24.3 percent
from 1.53 percent in March. The delinquency rate in special servicing also rose 184-basis points to 5.87 percent in
June, up from 4.03 percent in May. Combined, retail (40 percent) and lodging (36 percent) made up more than 75
percent of all delinquencies in June.
The following table compares annual CMBS volume since 2009:
U.S. CMBS ISSUANCE (IN BILLIONS)

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 1H 2020
TOTALS $2.6 $10.9 $30.8 $45.0 $81.5 $90.4 $95.0 $69.1 $87.8 $76.9 $97.8 $30.0
Source: Commercial Mortgage Alert, Trepp LLC
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Retail Mergers and Acquisitions
Following a banner year in 2017 where deal volume for retail mergers and acquisitions (M&A) reached a historical
high of $39.8 billion, deal volume has been on a consistent decline over the last two years. Data from PNC Real
Estate Market Research indicates that retail M&A in the U.S. fell to $19.6 billion in 2019, a 39.3 percent decrease
from 2018 and a 50.1 percent decrease from the peak year. It also stands at 16.7 percent below the 10-year annual
average of $23.5 billion. Merger and acquisition activity has been muted virtually throughout the first half of 2020
as the M&A environment remained challenged. COVID-19 has led to a number of planned M&A activities being
called off. Of note, Sycamore Partners has been cited as a possible buyer of J.C. Penney.
The following chart outlines the historical retail mergers and acquisition volume in the U.S.:
Retail Mergers & Acquisitions (in billions of dollars)

$45
$40
$35
$30
$25
$20 39.8
34.0 34.2 32.3
$15 29.0
$10 21.4 19.6
15.6 18.1
$5 1.8 9.0 1.0
$0
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 1H 2020
Source: PNC Real Estate Market Research
Conclusion
As retailers battle to survive the economic fallout from COVID-19, owners and tenants are facing tremendous
pressure to renegotiate rents. While some tenants are negotiating for partial rent deferral, others are seeking an
abatement or an outright forgiveness of the full rent amount. It is unclear what the exact numbers are, but what is
clear is that an outsize number of tenants did not pay rent in the second quarter, including as many as 50 percent
of small businesses, the National Real Estate Investor reported. While it is different on a case by case basis, tenants
are typically seeking short-term rent deferral, generally for the next 60 to 90 days, with a willingness to pay back
that rent over the next 12 months. Some reports note that landlords are willing to offer rent discounts in exchange
for early lease renewals.
The COVID-19 global pandemic will accelerate a trend that was already in the making: the secular shift toward
eCommerce, which continues now at a faster pace. Certain aspects of the retail sector will now be more severely
challenged, and we will see more store closures as a result. Despite all the negative headlines about the retail
sector, there are a few positives that we should not overlook. For instance, prior to this event, brick and mortar
stores accounted for roughly 85 percent of total retail sales, eCommerce just roughly 15 percent. So bricks and
mortar retail was still by far the dominant way people shopped. While some retailers are struggling, other certain
concepts are going to survive this and will thrive. In fact, the retail sector is always evolving due to quickly changing
consumer tastes and preferences. The retail sector is the most adaptive and innovative sector in commercial real
estate.
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 As retail continues through a stage of evolution, new concepts, technologies, and distribution strategies are
radically changing the way Americans consume, and will continue to do so as new innovations emerge. To
survive, the best and most agile brands will embrace these changes and adapt with new omni-channel
strategies. The winners will be quality concepts and projects that blend convenience with experience as the
gap in performance between Class A retail real estate and other retail products widens. Necessity based retail
including good grocery anchored neighborhood centers are expected to remain the investment of choice.
Additionally, net leased retail had a strong run in 2019 with signs that 2020 will continue to be active. Fortress
malls will survive but their tenant mix will be shaped by new social shopping norms being shaped by this
pandemic.
 Cushman & Wakefield expects that as the number of these closures increases, gap in performance between
mall classes will widen. Class A will continue to attract tenants. In fact, additional closures at trophy or class A
malls present an opportunity for landlords to attract new, more relevant tenants such food halls, experiential
concepts or other hot new retailers at current rents. On note, most former on-line only retailers looking at bricks
and mortar opportunities are focused solely on Class A malls. Landlords will also see non-traditional mall
tenants such as discounters, off-price or grocery chains move into some of these vacancies. Many well-funded
Class B properties will begin the process of reinvention while poorly funded Class B properties will continue to
struggle.
 As transactions slowly return, we will see more evidence of market driven yield requirements from price
discovery and our pursuit of confirming buyer and seller expectations.
 E-commerce will continue to become increasingly involved with certain retail categories, such as high-end
fashion and accessories, furniture and e-Pharma. The rate of change impacting the grocery sector has been
nothing short of extraordinary. A study conducted by Food Market Institute and Nielsen forecasts that online
grocery will balloon to $100 billion and capture 20 percent of total grocery by 2025. Still, some categories will
remain more e-commerce proof.
 Once construction resumes, mixed-use development and redevelopment will be the story of retail real estate
for at least the next decade. As retail is experiencing a rapid, intense change, those behind the transformation
will be seen as the visionaries that changed the way we all shop.
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Retail Market Analysis- Baltimore Regional Overview

Baltimore Regional Retail Market
Data for the analysis of the Baltimore Retail market was provided by Reis, Inc. Reis, Inc. classifies the Baltimore
Retail market into six submarkets, and segregates inventory by type of space (community versus neighborhood
shopping centers). The subject property is located within the Baltimore market and Central (Baltimore City)/Eastern
Baltimore County retail submarket as reflected by the following map. Central/Eastern Baltimore County
RETAIL SUBMARKET MAP
Subject
North
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Submarket Snapshot
The Baltimore Retail market contains 37,698,000 square feet of space. The Anne Arundel County submarket is the
largest submarket, comprising 7,474,000 square feet, or 19.8 percent of the region’s inventory. Central Harford
County is the smallest submarket with 6.5 percent of total inventory. The following table presents the geographic
distribution of inventory, along with other statistical information for the most recent quarter.
GEOGRAPHIC DISTRIBUTION OF RETAIL INVENTORY

Community Inventory % Vacancy Net Asking Rent
Submarket Neighborhood (SF) Total Rate (%) Absorption ($/SF)
Anne Arundel County C 5,737,000 15.2 7.7 -12,000 $27.55
Anne Arundel County N 4,005,000 10.6 3.6 4,000 $23.14
Anne Arundel County NC 9,742,000 25.8 6.0 -8,000 $25.74
Central Harford County C 1,413,000 3.7 7.3 9,000 $22.39
Central Harford County N 1,055,000 2.8 16.3 7,000 $22.51
Central Harford County NC 2,468,000 6.5 11.1 16,000 $22.44
Central/Eastern Baltimore County C 4,384,000 11.6 11.7 4,000 $24.17
Central/Eastern Baltimore County N 3,090,000 8.2 9.0 -15,000 $16.72
Central/Eastern Baltimore County NC 7,474,000 19.8 10.6 -11,000 $21.09
Howard/Carroll Counties C 2,221,000 5.9 1.9 -13,000 $30.24
Howard/Carroll Counties N 3,228,000 8.6 7.4 -23,000 $26.97
Howard/Carroll Counties NC 5,449,000 14.5 5.2 -36,000 $28.30
Northern Baltimore County C 1,812,000 4.8 14.5 -8,000 $30.66
Northern Baltimore County N 2,289,000 6.1 1.9 10,000 $28.34
Northern Baltimore County NC 4,101,000 10.9 7.5 2,000 $29.37
West/Southwest Baltimore County C 4,507,000 12.0 10.0 9,000 $24.89
West/Southwest Baltimore County N 3,957,000 10.5 8.4 20,000 $22.45
West/Southwest Baltimore County NC 8,464,000 22.5 9.3 29,000 $23.75
Total Community C 20,074,000 53.2 9.0 -11,000 $26.43
Total Neighborhood N 17,624,000 46.8 6.9 3,000 $23.20
Total/Average NC 37,698,000 100.0 8.0 -8,000 $24.92
Source:
© Reis, Inc. 2020
Reprinted with the permission of Reis, Inc.
All Rights reserved.
As of first quarter 2020, the overall vacancy rate for the region was 8.0 percent. Central Harford County has the
highest overall vacancy rate of 11.1 percent, while the Howard/Carroll Counties submarket has the lowest vacancy
of 5.2 percent. The average asking rental rate for all types of space in the region is $24.92 per square foot. The
highest average asking rent of $29.37 per square foot is being achieved in Northern Baltimore County. Conversely,
the lowest rent is being achieved in Central/Eastern Baltimore County at $21.09 per square foot. Community
shopping centers constitute 53.2 percent of existing inventory and are exhibiting a higher vacancy rate (9.0 percent)
than Neighborhood centers (6.9 percent) and higher average asking rents of $26.43 versus $23.20 per square foot.
Supply Analysis
Vacancy Rates
The first quarter 2020 overall vacancy rate for the Baltimore region is 8.0 percent. As shown in the following chart,
vacancy rates increased from 6.6 percent in 2015 to 8.0 percent in 2019. Over the near term, Reis projects a slight
decline in vacancy levels for Baltimore, with vacancy varying between 10.3 percent in 2020 and 9.5 percent in 2024.
The First Quarter 2020 overall vacancy for the Central/Eastern Baltimore County submarket is higher than the
region at 10.6 percent. Between 2015 and first quarter 2020, vacancy rates increased from 9.2 percent to 10.4
percent. Over the near term, Reis is projecting a decline in vacancy for the subject submarket, with vacancy levels
ranging from 12.7 percent in 2020 to 10.0 percent in 2024.
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The following table presents historical and projected vacancy for the region and subject submarket.
RETAIL HISTORICAL AND PROJECTED VACANCY RATES (%)

Baltimore Central/Eastern Baltimore County
Year Community Neighborhood Total Community Neighborhood Total
2015 8.1 4.9 6.6 12.8 4.3 9.2
2016 8.4 6.2 7.4 13.5 6.4 10.5
2017 8.9 5.8 7.5 13.3 6.9 10.6
2018 8.6 6.6 7.6 12.2 8.4 10.6
2019 9.0 6.9 8.0 11.8 8.5 10.4
1Q20 9.0 6.9 8.0 11.7 9.0 10.6
2020 --- --- 10.3 --- --- 12.7
2021 --- --- 11.0 --- --- 13.3
2022 --- --- 10.6 --- --- 11.4
2023 --- --- 10.1 --- --- 10.8
2024 --- --- 9.5 --- --- 10.0
Source: Reis, Inc.

Note: Reis does not differentiate between space that is available directly from the landlord or as a sublease. Any space
that is available immediately for leasing (i.e. within 30 days) is considered vacant by Reis' standards.
As shown, community shopping centers within the region are exhibiting a higher vacancy rate (9.0 percent) than
neighborhood centers (6.9 percent). Within the subject submarket, community centers are exhibiting higher
vacancies than neighborhood centers (11.7 percent versus 9.0 percent).
Construction Completions
Between 2015 and 2019 a total of 1,152,000 square feet of space was completed, or an average of 230,400 square
feet per year. No new space was completed as of first quarter 2020. Over the next five years, Reis projects that an
additional 349,000 square feet will completed the Baltimore market.
In the Central/Eastern Baltimore County submarket, a total of 203,000 square feet of space was completed between
2015 and 2019, or an average of 40,600 square feet per year. This equates to 17.6 percent of new construction for
the region. Over the next five years, Reis projects that an additional 18,000 square feet of new space will be
completed in the Central/Eastern Baltimore County submarket.
The following table presents historical inventory and projected completions for the region and subject submarket.
RETAIL HISTORICAL AND PROJECTED INVENTORY & COMPLETIONS (SF)
Inventory Inventory Total Inventory Inventory Total % of
Year Community Completions Neighborhood Completions Completions Community Completions Neighborhood Completions Completions Region
2015 19,150,000 0 17,396,000 0 0 4,189,000 0 3,082,000 0 0 0.0%
2016 19,560,000 410,000 17,421,000 25,000 435,000 4,299,000 110,000 3,090,000 8,000 118,000 27.1%
2017 19,989,000 429,000 17,599,000 178,000 607,000 4,299,000 0 3,090,000 0 0 0.0%
2018 20,074,000 85,000 17,599,000 0 85,000 4,384,000 85,000 3,090,000 0 85,000 100.0%
2019 20,074,000 0 17,624,000 25,000 25,000 4,384,000 0 3,090,000 0 0 0.0%
1Q20 20,074,000 0 17,624,000 0 0 4,384,000 0 3,090,000 0 0 0.0%
2020 --- --- --- --- 0 --- --- --- --- 0 0.0%
2021 --- --- --- --- 62,000 --- --- --- --- 0 0.0%
2022 --- --- --- --- 156,000 --- --- --- --- 18,000 11.5%
2023 --- --- --- --- 64,000 --- --- --- --- 0 0.0%
2024 --- --- --- --- 67,000 --- --- --- --- 0 0.0%
2015-2019
Total Completions 924,000 228,000 1,152,000 195,000 8,000 203,000
Annual Average 184,800 45,600 230,400 39,000 1,600 40,600 17.6%
Source: Reis, Inc.
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Demand Analysis
Rental Rates
As shown in the following chart, average asking rents in the region have increased from $20.29 per square foot in
2015 to $22.44 per square in 2019, indicating a compound annual growth rate (CAGR) of 2.5 percent. Over the
next five years, average asking rents are expected to increase between $20.07 per square foot in 2020 and $20.93
per square foot in 2024.
Average asking rental rates in the Central/Eastern Baltimore County submarket have increased, ranging from
$17.37 per square foot in 2015 to $18.53 per square foot in 2019, demonstrating a CAGR of 1.6 percent. Currently,
the average rent in the subject submarket is $18.53. Over the next five years, average asking rents are expected
to increase between $16.86 per square foot in 2020 to $18.09 per square foot in 2024.
The following table presents historical and projected average asking rental rates for the region and subject
submarket.
Retail Historical and Projected Average Asking Rental Rates ($/SF)

% Effective % Effective
Year Community Neighborhood Total Change Rent Community Neighborhood Total Change Rent
2015 $23.88 $21.24 $22.62 2.5 $20.29 $22.75 $15.76 $19.79 2.6 $17.37
2016 $24.52 $21.88 $23.27 2.9 $20.89 $22.60 $15.78 $19.75 -0.2 $17.35
2017 $25.59 $22.48 $24.14 3.7 $21.70 $23.34 $16.14 $20.33 2.9 $17.86
2018 $26.02 $22.83 $24.53 1.6 $22.05 $23.79 $16.34 $20.71 1.9 $18.19
2019 $26.43 $23.24 $24.94 1.7 $22.44 $24.16 $16.73 $21.09 1.8 $18.53
1Q20 $26.43 $23.20 $24.92 -0.1 $22.42 $24.17 $16.72 $21.09 0.0 $18.53
2020 --- --- $22.86 -8.3 $20.07 --- --- $19.67 -6.7 $16.86
2021 --- --- $22.64 -1.0 $19.85 --- --- $19.54 -0.7 $16.74
2022 --- --- $22.79 0.7 $20.14 --- --- $19.79 1.3 $17.11
2023 --- --- $23.06 1.2 $20.52 --- --- $20.17 1.9 $17.59
2024 --- --- $23.50 1.9 $20.93 --- --- $20.75 2.9 $18.09
2015-2019
CAGR 2.57% 2.28% 2.47% 2.55% 1.51% 1.50% 1.60% 1.63%
1Q20-2024
CAGR -1.46% -1.70% -0.41% -0.60%
Source: Reis, Inc.
Notes: CAGR stands for Compound Annual Growth Rate. Asking rents cited by Reis reflect the advertised rental rates for actively marketed space. Effective rents net of any
rental concessions, expressed over the life of the lease term. Reis quotes Retail rents on a Triple Net (NNN) basis.
As shown, community shopping centers in the region are exhibiting higher average asking rents ($26.43 per square
foot) than neighborhood centers ($23.20 per square foot). Within the subject submarket, neighborhood centers
have lower asking rents than community centers ($16.72 per square foot versus $24.17 per square foot).
Absorption
Over the past few years, new construction activity in the Baltimore region has exceeded absorption. As shown in
the following chart, an annual average of 230,400 square feet of space was completed in the region between 2015
and 2019, while 100,200 square feet was absorbed. Over the next five years, Reis projects that construction will
exceed absorption with new construction totaling 349,000 square feet, and absorption totaling -235,000 square
feet.
Between 2015 and 2019, new construction in the Central/Eastern Baltimore County submarket outpaced
absorption, with an annual average of 40,600 square feet completed and 2,200 square feet absorbed. Over the
next five years, Reis projects that new construction will trail absorption (new construction will total 18,000 square
feet, and 51,000 square feet is expected to be absorbed).
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The following table presents historical absorption levels and completions for the region and the subject submarket.
RETAIL HISTORIC AND PROJECTED NET ABSORPTION (SF)

Total Total Total Total
Year Community Neighborhood Absorption Completions Community Neighborhood Absorption Completions
2015 64,000 -101,000 -37,000 0 -71,000 -10,000 -81,000 0
2016 316,000 -209,000 107,000 435,000 66,000 -57,000 9,000 118,000
2017 286,000 243,000 529,000 607,000 8,000 -15,000 -7,000 0
2018 150,000 -133,000 17,000 85,000 122,000 -47,000 75,000 85,000
2019 -84,000 -31,000 -115,000 25,000 18,000 -3,000 15,000 0
1Q20 -11,000 3,000 -8,000 0 4,000 -15,000 -11,000 0
2020 --- --- -852,000 0 --- --- -169,000 0
2021 --- --- -233,000 62,000 --- --- -45,000 0
2022 --- --- 292,000 156,000 --- --- 157,000 18,000
2023 --- --- 254,000 64,000 --- --- 49,000 0
2024 --- --- 304,000 67,000 --- --- 59,000 0
2015-2019
Total Absorption 732,000 -231,000 501,000 1,152,000 143,000 -132,000 11,000 203,000
Annual Average 146,400 -46,200 100,200 230,400 28,600 -26,400 2,200 40,600
Source: Reis, Inc.
The following exhibit reflects shopping center completions, absorption and vacancy rate trends in the Baltimore
region.
Retail Completions, Absorption and Vacancy

800,000 12.0%
600,000
10.0%
400,000
200,000 8.0%
0
2015 2016 2017 2018 2019 1Q20 2020 2021 2022 2023 2024 6.0%
-200,000
-400,000 4.0%
-600,000
2.0%
-800,000
-1,000,000 0.0%
Completions (MSF) Absorption (MSF) Total Vacancy

Source: Reis, Inc.
New Construction Activity
According to Reis, there was 801,134 square feet of space recently completed in four projects in the Baltimore
market. There are 178,300 square feet under construction within three projects, with 3,579,618 square feet planned/
proposed in 43 projects. The following tables present current and proposed construction activity for the region.
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New Retail Construction Activity - Completed Est. Completion

Name Type Location City Submarket Year Month Size (SF)
Loch Raven Commons Neighborhood 1300 E Joppa Rd Towson Northern Baltimore County 2019 August 14,636
Red Run Station Neighborhood 11054 Red Run Blvd Owings Mills West/Southwest Baltimore County 2019 September 10,498
Mill Station Power Center 10300 Mill Run Cir Owings Mills West/Southwest Baltimore County 2019 November 670,000
Yard 56 Ph 1 Mixed Use 5610 Eastern Ave Baltimore Central/Eastern Baltimore County 2020 January 106,000
Total Complete 801,134
New Retail Construction Activity - Under Construction Est. Completion

Glen Burnie Crossing Ph 2 Neighborhood 87-93 Dover Road Glen Burnie Anne Arundel County --- --- 62,000
Bell Gate Center Neighborhood 1215 Baltimore Pike Baltimore Central Harford County 2020 August 41,300
Towson Row Mixed Use York Rd @ Towsontown Blvd Towson Northern Baltimore County 2021 October 75,000
Total Under Construction 178,300
New Retail Construction Activity - Planned//Proposed Est. Completion

North Gate Retail Center Neighborhood 212 Research Blvd Aberdeen Central Harford County --- --- 19,880
Boulevard At Box Hill Expansion Lifestyle 3491 Merchant Boulevard Abingdon Central Harford County --- --- 54,000
Collective At Canton Mixed Use 1200-1400 S Haven St Baltimore Central/Eastern Baltimore County --- --- 30,800
Collective At Canton Grocery Store Freestanding 1200-1400 S Haven St Baltimore Central/Eastern Baltimore County --- --- 30,000
Port Covington Retail Phase 1 Mixed Use E Cromwell St & Sun Park Dr Baltimore West/Southwest Baltimore County --- --- 700,800
Pimlico Race Course Redevelopment Mixed Use Preakness Way & W Belvedere Ave Baltimore West/Southwest Baltimore County --- --- 50,000
Center/West Mixed Use N Amity St & N Schroeder St Baltimore Central/Eastern Baltimore County --- --- 200,000
Topgolf Baltimore Freestanding 301 Stockholm St Baltimore Central/Eastern Baltimore County --- --- 65,000
Mechanic Theatre Retail Mixed Use 1 W Baltimore St Baltimore Central/Eastern Baltimore County --- --- 200,000
Riverside Mixed Use 1900 Light St Baltimore Central/Eastern Baltimore County --- --- 34,000
Rye Street Market Ch 1 At Port Covington Bldg E1 Mixed Use E Cromwell St & Sun Park Dr Baltimore West/Southwest Baltimore County --- --- 68,000
Northwood Commons Neighborhood 1500 Havenwood Rd Baltimore Northern Baltimore County --- --- 100,000
Monument Street Marketplace Community Monument St @ Edison Hwy Baltimore Central/Eastern Baltimore County --- --- 237,000
The Shoppes At Tradepoint Atlantic Neighborhood Peninsula Expwy @ I 695 Baltimore Central/Eastern Baltimore County --- --- 150,000
Transform Lexington Market Community 400 W Lexington St Baltimore Central/Eastern Baltimore County --- --- 97,000
Penn Station Redevelopment Mixed Use E Lanvale St & N Charles St Baltimore Central/Eastern Baltimore County --- --- 34,000
1 Pratt Plaza Community 111 S Hanover St Baltimore Central/Eastern Baltimore County --- --- 10,000
Bel Air Overlook Mixed Use Bel Air Rd & N Tollgate Rd Bel Air Central Harford County --- --- 54,000
The District At Emmorton Mixed Use Plumtree Rd & Emmorton Rd Bel Air Central Harford County --- --- 130,130
James Run Neighborhood Highway 95 N & Creswell Rd Bel Air Central Harford County --- --- 69,800
Wilkens Beltway Plaza Expansion Neighborhood 817 Maiden Choice Ln Catonsville West/Southwest Baltimore County --- --- 11,706
Jemal'S Kent Narrows Redevelopment Mixed Use 59 Piney Narrows Rd Chester Non-Submarketed Areas --- --- 59,339
Hickory Ridge Village Center Redevelopment - Retail Mixed Use 6420 Freetown Rd Columbia Howard/Carroll Counties --- --- 24,000
Long Reach Village Center Redevelopment Mixed Use Tamar Dr & Foreland Garth Columbia Howard/Carroll Counties --- --- 70,000
Columbia Lakefront Retail Mixed Use Little Patuxent Pkwy & Wincopin Circle Columbia Howard/Carroll Counties --- --- 72,000
Abingdon Business Park Lot 4 Bldg 4 Neighborhood Philadelphia Rd & Vietnam Vets Memorial Hwy Edgewood Central Harford County --- --- 21,000
Abingdon Business Park Lot 9 Neighborhood Philadelphia Rd & Vietnam Vets Memorial Hwy Edgewood Central Harford County --- --- 28,000
Meadowridge 95 Bldg 5 Mixed Use Highway 95 S & Meadowridge Rd Elkridge Howard/Carroll Counties --- --- 10,400
Fallston Village Center Expansion Neighborhood 2315 Belair Rd Fallston Central Harford County --- --- 51,012
Laurel Park Station Mixed Use Laurel Racetrack Rd & Fort Meade Rd Laurel Anne Arundel County --- --- 127,000
BWI Gateway Mixed Use Nursery Rd @ Progress Dr Linthicum Heights Anne Arundel County --- --- 24,326
Village Of Cross Keys Redevelopment Freestanding Jones Falls Expressway & Falls Rd Lutherville Timonium Northern Baltimore County --- --- 25,000
Campbell Village Retail Development Neighborhood Bird River Rd @ Campbell Blvd Middle River Central/Eastern Baltimore County --- --- 100,000
Greenleigh At Baltimore Crossroads - Grocery Freestanding 6100 Greenleigh Ave Middle River Central/Eastern Baltimore County --- --- 55,000
Greenleigh At Baltimore Crossroads - 760 Concourse Neighborhood 760 Concourse Circle Middle River Central/Eastern Baltimore County --- --- 13,300
Greenleigh At Baltimore Crossroads - Future Pads & Inline Neighborhood Swc Crossroads Circle & Concourse Circle Middle River Central/Eastern Baltimore County --- --- 25,125
Metro Centre At Owings Mill Mixed Use Painters Mill Rd & I-795 N Owings Mills West/Southwest Baltimore County --- --- 200,000
Delight Quarry Neighborhood Franklin Blvd @ Nicodemus Rd Owings Mills West/Southwest Baltimore County --- --- 70,000
Wye Mills Neighborhood Rte 213 @ Grange Hall Rd Queenstown Non-Submarketed Areas --- --- 64,000
Bay Manor Mixed Use 214 Pier One Rd Stevensville Non-Submarketed Areas --- --- 22,000
Eldersburg Station Neighborhood Bevard Rd @ Londontown Blvd Sykesville Howard/Carroll Counties --- --- 93,000
Total Planned/Proposed 3,579,618
Baltimore Retail Market Conclusions

The Baltimore Retail market has experienced increased vacancy levels since 2015. Over the near term, new
construction activity is expected to exceed absorption. However, in the next five years vacancy should decline from
10.3 to 9.5 percent, while average asking rental rates are expected to increase from $20.07 per square foot to
$20.93 per square foot. There is limited new competitive construction in the pipeline due in part to the lack of
available entitled development sites. Nonetheless, national retailers and developers are currently in the market
looking for available retail sites within the Baltimore-Washington, D.C. region, which is the nation’s fourth largest
marketplace.
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Subject Competitive Position- Proposed Retail Space

As will be discussed, the subject property will contain retail space upon completion, which is proposed to include a
grocery store, fitness center an inline space. The subject’s proposed retail will benefit from the location of residential
and office components within project, as well as the waterfront orientation and other amenities to be completed.
Project amenities including the Sagamore Spirit Distillery and adjacent restaurant, waterfront restaurants and
marina will also be demand generators for retail customers. There is good demand by retailers at other comparable
mixed-use developments within Baltimore City including McHenry Row, Harbor Point, Harbor East, Fells Point and
Canton. Based on review of the subject’s proposed retail components as will be discussed, the subject should be
competitive with comparable project to draw retail tenant demand.
Retail Trade Area Overview

A retail center's trade area contains people who are likely to patronize that particular center, and its ability to draw
these people comes from the strength of the anchor tenants, complemented by regional and local tenants.
Customers are drawn by a given class of goods and services, and a successful combination of these elements
creates a destination for customers seeking both variety and the comfort and convenience of an integrated shopping
environment. To define and analyze the market potential for the subject’s proposed retail development, we must
first establish the boundaries of the trade area from which customers will be drawn. In some cases, defining the
trade area may be complicated by the existence of other retail facilities on main thoroughfares in trade areas that
are not clearly defined or whose trade areas overlap with that of the subject.
Once the trade area is defined, the area's demographics and economic profile can be analyzed, providing key
insight into the area's potential for the subject.
Scope of Trade Area

To define trade area we must thoroughly review the retail market and the competitive structure of the general
marketplace, as well as the subject's position within that marketplace. The subject property is proposed to be
improved with street-level retail space in each of its buildings, including a central Rye Street Market anchored by a
grocery store and fitness center. Primary demand generators for the subject’s proposed retail space will be from
residents and office workers within the subject’s proposed project and adjacent Under Armour headquarters, as
well as from near-by communities in South Baltimore.
Competitive Retail Structure

There are a few competitive shopping centers within the subject’s market trade area.
McHenry Row: As previously noted, this mixed-use development is located along Key Highway, just north of I-95
and the subject property in Locus Point. The project’s “street retail” space totals 47,425 square feet, which is
improved on the street level of the project’s two apartment towers. Each retail space has separate exterior storefront
access fronting a central common area roadway with street-front surface parking improved between the two
apartment towers. The street retail space is fully leased by 19 tenants including two branch banks, one of which is
improved with drive-thru access. This project includes a freestanding Harris Teeter grocery store, which contains
±60,987 square feet of gross leasable area, including ±11,240 square feet of second level mezzanine space. The
building is also demised with a separate entrance for wine sales referred to as “The Cellars”. Harris Teeter pre-
leased the building in April 2008 and opened in December 2011. The grocery tenant reportedly has significant gross
sales over the industry average.
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Southside Marketplace/Shoppers Food & Pharmacy: This neighborhood shopping center is located within the
Locust Point neighborhood along E. Fort Avenue, just west of Key Highway and the north subject property. This
neighborhood center was built in 1990 and contains a ±129,919 square feet. The retail center is anchored by a
freestanding grocery store space (44,264 sf), Rite Aid Pharmacy (9,200 sf) and Family Dollar (8,400 sf). There are
currently two in-line retail bays available for lease totaling 4,606 sf (1,400 sf and 3,206 sf bays). The owner is asking
$25.00/SF on a triple-net basis for the vacant available space. There is limited vacant in-line and anchor space
available within the market. Most of the center’s anchor tenant stores are well-established. Asking rental rates for
comparable in-line space range widely from $25.00 to $50.00 per square foot on a triple-net basis, with the range
depending on location, roadway visibility, unit size, tenant quality, tenant improvement allowance and lease term.
Overall, the subject’s local retail market area is considered well established and stabilized.
Canton Crossing-Harris Teeter: Harris Teeter opened a store within the Canton Crossing lifestyle center in 2014.
The Canton Crossing center contains 462,093 square feet and is anchored by a Target store. The Harris Teeter
contains 38,000 square feet +/- and is reportedly generating significant gross sales.
Canton-Safeway: A freestanding Safeway grocery store is located along Boston Street within the Canton
neighborhood. This 55,327 square foot store opened in 1997, and has become well-established as both the
adjacent Fells Point and Canton neighborhoods have gone through significant renovation and expansion of the
residential base over the past 10 years.
Competitive Retail Summary: The subject’s other future retail competition comes from various mixed-use projects,
convenience retail centers and freestanding stores throughout the local market. The subject’s secondary and
tertiary trade areas also contain various other nodes of retail development that offer varying degrees of competition.
Overall, the subject’s local retail market area is considered well-established, stabilized and in strong demand by
national, regional and local area retailers.
According to a survey by CoStar Group and discussions with market participants, there is limited retail space
available within the marketplace. Retail-oriented leases within office buildings are typically structured on a triple-
net basis, with all operating expenses paid by the tenants including utilities, which are billed directly to the tenants.
Asking rents for street-level retail space within the CBD submarket range widely from $25.00/SF to $50.00/SF, with
an average of $35.00/SF on an equivalent triple-net (NNN) rental basis. The range in rates is primary based on
size, location, visibility and frontage, with corner locations along primary roadways reflecting the highest rental
rates. High-demand retail locations in Harbor Point, Harbor East, Pratt Street and Inner Harbor waterfront generate
rental rates at the high end of the range. Lease terms are typically 5 to 15 years with escalations ranging from 3.0
percent per annum to fixed bumps every 5 years from 10 to 15 percent for longer lease terms. Tenant improvement
allowances range from “vanilla shell” to over $100 psf over shell depending on the tenant and lease term.
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National Supermarket Industry Overview

Introduction
The grocery and supermarket industry continues to be highly competitive with rising commodity prices and
competition for shopper traffic serving as strong headwinds to improved profits. Over the past few years, the industry
has benefited from a strengthening economy as an increase in per capita disposable income allowed consumers
to shift their preference to premium, organic and all-natural brands, helping to lift industry revenue. Furthermore,
as many industries succumb to the devastating impact of COVID-19, the grocery and supermarket industry is
showing its resilience even during a pandemic. According to the U.S. Census Bureau figures, sales at food and
beverage stores grew by 12.7% to $274.5 billion in the four months ending April 2020, compared to the same period
in the previous year. Of the food and beverage store sales total, grocery stores accounted for $248.4 billion, or
90.5%, in sales. In total, food & beverage store sales represented roughly 15% of total retail and foodservice sales
in during this period.
The following chart displays the components of retail sales:
DISTRIBUTION OF U.S. RETAIL SALES: 4 MONTHS THROUGH APRIL 2020
-16.6% 0.2% Motor Vehicle & Parts Dealers

-11.6%
-3.0% General Merchandise Stores
12.7% Food & Beverage Stores
13.8% Gasoline Stations
-13.3% Furniture and Home Furnishings Stores
Electronic & Appliance Stores
-15.5%
Building Materials & Garden Stores
-18.5% Health & Personal Care Stores
Clothing and Clothing Acessory Stores
Sporting Goods, Hobby, Book, & Music Stores
-37.5%
Nonstore Retailers
-17.4%
Miscellaneous Store Retailers
0.1% 4.4%
Source: U.S. Census Bureau Food Services & Drinking Places
In this report we will review the current supermarket industry conditions and the changes and trends that are
affecting and shaping it.
Current Market Conditions

The arrival of the COVID-19 pandemic has created an economic shock that has pushed the global economy and
the U.S. into recession. Policies initiated to “flatten the curve” of potential infection included the voluntary and
mandated shutdown of large sectors and regions of the economy. Retail establishments, restaurants, passenger
transportation, schools and leisure activities—almost all ground to a halt while customers self-quarantined and
practiced social distancing. This is resulting in the highest volume of layoffs in U.S. history. A cumulative 42.6 million
people have applied for unemployment benefits in the 11 weeks through May 30th – by far the largest number of
applications in history since record keeping began in 1967. Additionally, all of the jobs created since the Great
Recession of 2009 have been wiped out in a month. Initial unemployment claims are a highly reliable leading
indicator of trends in labor markets and therefore the economy at large. Given the size of the increase, along with
other high frequency data trends which are similarly bleak, it is widely believed that the U.S. economy has entered
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a recession. This was reinforced in early May when the Labor Department reported that payroll employment in the
U.S. fell by nearly 20.7 million jobs in April, the largest monthly decline in history, and the unemployment rate
jumped from 3.5% in February to 14.7% in April. Although the latest monthly jobs report released in early June
showed the U.S. unemployment rate fell to 13.3% in May as the economy gained 2.5 million jobs, the Bureau of
Labor Statistics (BLS) cautioned that a “misclassification error” made the May unemployment rate look better than
it is. The BLS noted that its data collectors – for the three consecutive months – misclassified some workers as
“employed not at work,” when they should have been classified as “unemployed on temporary layoff.” If the issue
was resolved, the unemployment rate could have been as high as 19.2% in April and 16.1% in May, not seasonally
adjusted, the BLS said. For comparison, previous quarterly projections from the Congressional Budget Office (CBO)
indicated that the unemployment rate could reach as high as 16% by third quarter 2020.
Given the way major events have unfolded and the huge number of layoffs, the current thinking among economic
forecasters is that the second quarter of 2020 will see one of the largest real GDP declines in U.S. history, with
some forecasts looking bleaker than others. The Commerce Department estimated that the GDP fell at an annual
rate of 5% in the first quarter of 2020. This is the first decline since 2014, and the largest in over a decade. They
stated that because layoffs and closings did not come until the last month of the quarter, next quarter’s GDP could
drop by as much as 30%, a figure not seen since the Great Depression. Moody’s baseline forecasts an 18.3% drop
in GDP for second quarter 2020, while projections from the Congressional Budget Office (CBO) indicate a more
severe outlook, showing a 39.6% drop in GDP for the second quarter. Another forecasts from Oxford Economics
show a 32% drop in GDP for the second quarter. While the consensus is that economic activity will slow down
immensely during the second quarter, what is less clear is what the economic trajectory will be following the second
quarter. By third quarter 2020, Moody’s is expecting a strong rebound at 11% as we move out of the bottleneck and
then maintain healthy growth rates through the end of 2021. By comparison, the CBO expects GDP to rebound at
23.5% for third quarter 2020, followed by growth of 10.5% for the fourth quarter. As of this writing, there were
hopeful signs emerging that policy steps to flatten the curve were beginning to work in certain areas, but many
unknowns remain. It is too soon to say if these signs will be sustained and how they will impact the trajectory of the
economy.
Prior to the COVID-19 pandemic, the retail industry as a whole was healthy by some measures, still benefitting from
strong consumer confidence and positive economic fundamentals. Retail and food services sales have grown at an
annual average rate of 3.1% over the last 10 years. Retail sales growth has been driven by rising employment and
advancing wealth created by real home appreciation, all of which free up income for spending on other goods and
services. In 2019, retail and food services sales increased 3.6% to over $6.2 trillion compared to 2018. As of
February 26, 2020, the National Retail Federation (NRF) forecasted that retail sales will grow between 3.5%-4.1%
in 2020. By April 2020, the U.S. retail market has suffered a major blow as the novel coronavirus forced businesses
to close shops. Retail sales plunged 16.4% in April, the largest monthly decline on record since 1992, after falling
by a revised 8.3% in March. Total consumer spending was down 13.6% in April, the largest decline on record since
1959, eclipsing the previous all-time decrease of 6.9% in March. Personal income posted a record 10.5% increase
in April, bolstered by the $1,200 stimulus checks. Without the checks, income would have declined 6.3% with
business closures pushing wages down 8.0%. The saving rate hit a record 33%, compared to 12.7% previously, as
the unprecedented economic upheaval forces consumers to be frugal.
Intense competition in the grocery industry has led to a number of bankruptcy filings in recent years. Earth Fare,
Fairway Market and Lucky’s Market have all filed for bankruptcy protections between January and February 2020,
with plans to liquidate most, if not all, of their assets. In addition to taking on too much debt and expanding too
quickly, these companies have been challenged by increased competition in recent years from online players,
specialty grocers, deep discount grocers, and more traditional grocers such as Kroger, Publix and Walmart, all of
which have increased their natural and organic assortment.
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While some studies have pointed to the overall decline of grocery stores in their traditional form, more niche
concepts and ecommerce solutions are being introduced and adopted by many large grocers. Following Amazon’s
acquisition of Whole Foods in 2017, other big traditional grocers will look to boost their online offerings to compete.
While this may be disruptive to the grocery chains themselves, it does not pose much of a threat to retail real estate.
The following chart compares annual sales growth between grocery stores and the total retail and foodservices
sales from 2000 through 2019:
ANNUAL SALES GROWTH: GROCERY STORES
10%
8%
6%
4%
2%
0%
-2%
-4%
-6%
-8%
Grocery Stores Retail & Foodservice Sales
Data courtesy of U.S. Census Bureau
Store Formats
Consumers generally prefer to shop at stores that reflect their individual lifestyles and preferences. From the
100,000-square-foot supercenters stocked with thousands of items to the specialty corner store offering organic,
ethnic and gourmet foods, the supermarket industry is a local business that relies on massive economies of scale.
Through over a hundred years of trial and error, retailers have learned that consumers in Seattle have different
shopping and eating preferences than their counterparts in St. Louis. For this reason, there are a variety of different
store formats.
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The following table provides store format definitions as presented by the Food Marketing Institute (FMI):
SUPERMARKET STORE FORMATS
Conventional Traditional supermarket, usually with 30,000 square feet or less of

Supermarket: selling space.
Super/Combination Larger version of conventional store, usually more than 30,000 square
Store: feet of selling space, expanded selection of nonfoods, perishables and
customer service.
Supercenter: A minimum of 90,000 square feet and combines many of the

merchandise departments of a conventional supermarket and a
discount department store. Minimum of 30,000 square feet dedicated to
each category.
Warehouse/Price Store with reduced variety compared to a super/combination store,

Impact Store: lower service levels, minimal décor and a streamlined merchandising
presentation along with aggressive pricing. Typically attracts customers
to the store from longer distances than super/combination stores
Limited Assortment Food stores restricted in size, services, fixtures and variety in order to
Store: reduce operating costs and sell goods at the lowest possible prices.
Also known as box stores and no-frills stores.
Convenience Store: A small, easy-access food store with a limited assortment. Many
convenience stores also sell fast food and gasoline.
Target Market- Caters to a very narrow clientele such as ethnic gourmet,

Focused: natural/organic, etc. Typically looking to have low market share, but
spread over many markets. Usually approximately 15,000 square feet.
Source: Food Marketing Institute
Industry Size
According to the most recent data available from the Food Marketing Institute (FMI), there is a total of 38,307
supermarkets in operations in the United States. These stores had a median size of 41,651 square feet and carried
an average of approximately 33,055 items. Additionally, the FMI reports that total supermarket sales in 2018 were
$701.2 billion (up 2.7% from 2017), with a median weekly sales per store of $455,777 (reflective of 2018). This
equates to $18.3 million per store annually, or $439.5 per square foot.
Given the highly fragmented structure of the grocery and supermarket industry – over one-third of supermarkets
employing less than five workers – 31% of the industry revenue in 2019 is estimated to be dominated by the top
three operators. The remaining 69% of market share are spread among small and medium-sized operators that
cater to local and regional markets, according to IBISWorld’s estimates.
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The following chart identifies the top supermarket chains in the U.S. by sales volume:
TOP SUPERMARKET CHAINS IN THE U.S. BY SALES VOLUME
FISCAL 2019
Rank Company No. of Supermarkets Annual Grocery Sales Selling Area Top Banners
($2M+ sales) (billions) (SF in Mil.)
1 Walmart Inc. 4,756a $190.6 703 Walmart

Bentonville, AR Supercenter
Neighborhood
Market
2 Kroger, Co. 2,757 $122.3 180 Kroger

Cincinnati, OH Harris Teeter
Roundy’s
Ralphs
Smith's Food &
Drug
3 Albertsons LLC 2,252 $62.5 112.3 Albertsons

Boise, ID Safeway
Vons
Shaw’s
4 Publix Super Markets, Inc. 1,239 $38.1 58.4 Publix

Lakeland, FL GreenWise
Market
5 HEB Grocery Company 403 $23.4 - HEB

San Antonio, TX HEB Plus
HEB Central
Market
6 Ahold Delhaize 1,973 $27.5c - Stop & Shop

Quincy, MA Giant-Landover
Giant-Carlisle
Food Lion
Hannaford
7 Meijer Inc. 242 $19.3 - Meijer

Meijer Gold
True Goodness
Source: Company filings, Creditntell, IBISWorld, and Cushman & Wakefield Retail Industry Group
a. Walmart U.S. Segment does not include Sam’s Clubs locations
b. Creditntell Estimates
c. IBISWorld Estimates
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While supermarkets continue to consolidate, sales of food and consumables at alternate formats continue to take
a bigger slice of the competitive pie. Walmart dominates the industry with over $190 billion in annual supermarket
sales. Kroger remains the largest traditional grocer with over $122 billion in annual grocery sales. Albertsons, which
is third on the list in terms of revenues, accounts for less than one-third of Walmart’s annual sales.
Market share concentration has fluctuated over the past few years due to a flurry of mergers and acquisitions. Large
companies like Albertsons and Kroger have acquired numerous brands, boosting their share of industry revenue.
Moreover, medium-sized players like HEB Grocery and Meijer have dominated local markets by saturating their
respective geographic regions. These stores are often family-owned and have grown over the past several years
due to their strong position in local communities. While market share for these companies generally falls below 5%,
these stores have continued to erode the market share of large companies.
Basis of Competition
The grocery and supermarket industry is intensely competitive and dominated by a handful of national chains.
Fierce competitive pressure has led to whisker thin margins. Large national chains that can leverage economies of
scale have a distinct advantage; however, competition continues to intensify as alternative retailers enter the
market. Consumers turn toward warehouse clubs and supercenters, such as Costco and Walmart, in search of cost
savings and convenience. While Walmart and Costco do not necessarily specialize in grocery retailing, they
generate a substantial portion of revenue from the sale of grocery products. Mass merchandisers are able to offer
lower prices due to their scale of operations. Furthermore, consumers shift toward limited assortment and fresh
format stores like Aldi and Trader Joe’s that provide simpler layout and primarily sell less costly store brand
products. To combat this trend, many large national grocery chains offer big discounts and promotions to drive foot
traffic to their stores and strengthen consumer loyalty. These chains also engage in a variety of mergers and
acquisitions, as the saturated market prevented organic growth.
Nonetheless, intense competitive pressure means that traditional supermarkets continue to lose ground to low-
priced supercenters. The majority of the successful smaller stores have relied on innovation and focused efforts on
niche markets, including ethnic, gourmet, and natural/organic food products. Willard Bishop’s Future of Food
Retailing study predicts that traditional supermarket’s dollar share of the grocery and consumables market will
decline, while non-traditional formats (supercenters, wholesale clubs, and dollar stores) will increase their dollar
share in the same time period. This trend is manifested in the increased focus of Walmart and Target’s push into
the grocery segment, and it is further being exemplified by Amazon’s acquisition of Whole Foods. This shift is having
a colossal impact on the food retailing landscape and, consequently, the retail development and investment
industry. As discount retailers increase their presence in the supermarket industry, the line between the two formats
is blurred. As a result, many grocery-anchored neighborhood and community centers are struggling due to their
inability to compete with these giants.
Much like the overall retail sector, traditional bricks-and-mortar grocery and supermarket stores are facing
increasing competition from e-commerce sales. The rate of change impacting the grocery sector has been nothing
short of extraordinary. Online grocery sales in the U.S. are forecast to surge five-fold over the next decade, with
consumers spending upwards of $100 billion (or 20% of the total U.S. food and beverage sales) on food-at-home
items by 2025, according to “The Digitally Engaged Food Shopper” report from Food Marketing Institute and
Nielsen. The number of American households currently buying some groceries online has increased approximately
six percentage points from 19% in 2014 to about 25%. Additionally, more than 70% of households are expected to
engage with online shopping within four to six years. In 2016, online sales were the equivalent of 764 grocery
stores, based on store volume. By 2025, the digital share could become comparable to nearly 3,900 stores. It is
important to note that despite the rise of grocery e-commerce, it is not seen as a cause of an erosion of the brick-
and-mortar supermarkets, but rather as one that will “reconfigure” the role of the grocery store for the digital food
shopper.
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Industry Trends
Building Big, Thinking Small
After decades of building ever-larger stores filled with a bewildering variety of products, there is a growing
movement in the industry towards smaller store formats. Tesco, a British retail giant, caused great speculation when
it brought its 10,000-square-foot “Fresh & Easy” concept to the U.S. in 2008. At least five major domestic
supermarket chains are now experimenting with smaller-format stores; however, the investment programs of most
major chains still call for phasing out smaller stores with larger, more elaborate stores.
Smaller-format stores offer tremendous growth potential, yet the concept is still in its infancy. The natural and
organic foods movement has had an even greater impact on the industry. Nearly all major grocers now offer natural
and organic products. Segment leader Whole Foods would rank as one of the largest supermarket chains in the
nation based on sales. (Amazon has not made financial data for Whole Foods available to the public but Whole
Foods reported revenue of more than $16 billion in 2017 prior to the acquisition by Amazon.) Whole Foods has
proven the viability of this concept beyond a doubt, and with online giant Amazon behind it, the chain will be able
to offer products at discounted rates, furthering its lead over its competitors.
The following table compares key operating metrics between small format, traditional supermarket and Whole
Foods stores:
SUPERMARKET FORMAT COMPARISON
Small-Box Supermarket Whole Foods
Square Footage 10,000 - 15,000 40,000 - 80,000 25,000 - 80,000
Sales per Square Foot $350 - $625 $465 - $530 $450 - $930
Store Contribution Margin 5.1% - 9% 6.5% - 9% 7.5% - 10.25%
Source: JP Morgan, Company filings
Supermarkets Reinvent Themselves

Increased competition from supercenter, warehouse clubs and dollar retailers have spurred change within many
supermarkets. Grocery store retailers are actively shedding underperforming locations and brands to increase
across-the-board store productivity. The focus is largely on opening new stores or remodeling to attract niche
customers or expanded stores, sometimes called “lifestyle” stores, which blend the lines of distinction between
supercenters and supermarkets. For example, The Fresh Market, which operates 160-plus stores predominately
along the east coast from New York down to Florida, maintains smaller footprints and focuses largely on
atmosphere as they try to convey the feelings of an old-world European market. Conversely, Kroger continues to
expand its Kroger Marketplace platform. The 100,000- to 130,000-square-foot Kroger Marketplace platform is a
grocery store at its core but also expands to include select home furnishing, electronics, an in-store jewelry store
and other convenience elements that competing supermarket do not offer. However, Kroger Marketplace’s are not
quite a supercenter based on size and lack of feature such as tire and lube service, garden centers and expanded
clothing options.
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The following chart shows near-term outlooks for particular grocery retailers and commentary on announced plans
to close or open new locations:
GROCERY STORE OUTLOOK
Retailer Average Store Near-Term Comments

Sales/SF Count Outlook
Ahold Delhaize $688* 1,973 Stable Three years after the merger, the company’s main focus is to grow
organically in the U.S., where it generates two-thirds of its sales. Its strategy
in the short-term rests on mining the merger for synergies to advance
operational efficiency and profitability. Online is a priority growth channel,
with the company aiming to grow online sales to €5 billion by 2020.
Albertsons $490* 2,252 Stable Albertsons is banking on sheer mass, built primarily through acquisitions, to
Companies keep it afloat. Its store count has soared in the past few years as it has bought
grocery chains large and small. As far as organic growth, the company is
following a discipline new store policy: less openings and more upgrading
and remodeling of existing stores.
Ingles $502 198 Stable Does not expect to make any material changes to its store base during the
current fiscal year.
Kroger $563 2,757 Stable Kroger looks to boost existing store sales with remodels, seeks organic
growth through store openings in underserved markets, and expands its
revenue and geographic reach through select store and brand acquisitions.
Publix $650 1,239 Expanding Publix has been steadily expanding its store base, adding an average of 24
supermarkets annually since 2012. It opened 51 stores in 2018, adding 2.1
million square feet, and had eight supermarkets under construction.
Sprouts Farmers $577 335 Expanding Sprouts has been aggressively expanding its store count, with plans to grow
Market its new stores at a rate of 14% annually from 2015 through 2020. The
company currently operates 335 stores.
Weis Markets $358 198 Stable Weis Markets has been experimenting with different store formats, including
a 65,000 square foot “community market” format opened in 2017 that
includes a pub, grill, and ice cream parlor; a Pennsylvania food section; and
more than 1,900 organic and gluten-free products.
Source: Company filings; PNC Real Estate Market Research; Creditntell
*Creditntell Estimates
Real Estate Ownership and Leasing

With heightened activity in consolidations and leveraged buy-outs, the ownership structure of corporate real estate
has become another point of interest. A number of chains own a fair percentage of store locations, while most favor
leasehold positions. Discounters own a much higher percentage of their stores than traditional supermarket chains.
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The following chart compares store ownership ratios between discount and supermarket retailers:
OWNERSHIP RATIOS BETWEEN DISCOUNT AND SUPERMARKET RETAILERS
100%
80%
60%
40%
20%
84.8%
81.7%
54.0%
27.9%
23.0%
15.9%
0%
Walmart Target Kroger Publix Ahold Delhaize Supervalu
Source: Cushman & Wakefield Retail Industry Group, Company filings
Investment Sales
Unless otherwise noted, the following statistical information is taken from Real Capital Analytics (RCA). RCA is a
leading provider of comprehensive data on deals, players and trends that drive the commercial real estate
investment markets. Data are based on sale transactions of properties and portfolios $2.5 million and greater, and
are prepared using two separate types of methodologies: the RCA Hedonic Series (RCA HS) and the average yield
and average price per unit (PPU) time series. For the purpose of this report, we will be using the RCA HS, which
the company defines as the following: “RCA HS is an enhanced suite of cap rate and pricing time series developed
to provide an alternative to RCA’s existing average yield and average price per unit time series. The goal of the
RCA HS is to more accurately represent the underlying trend in each series and to eliminate the noise that often
results from heterogenous assets and small data samples. The RCA HS differs from the average yield/PPU series
in that the methodology reflects pricing for the average property rather than an average of the prices of properties
that have transacted.”
As e-commerce players begin to make an impact in the grocery space, investors are eyeing deals more cautiously.
While high-quality, well-located grocery-anchored centers remain highly attractive, lower tiered centers are either
not trading or are traded at a much lower rate. Nonetheless, grocery-anchored shopping centers remain a favorable
asset type for investors shopping for retail properties in an extremely volatile environment, and one in which overall
retail transaction volume is down significantly. Sales of grocery-anchored centers have shown a slight decrease in
2019, down 1.6% to $12.6 billion from 2018, according to RCA. By comparison, sales for all retail property types
fell by 28% in the same year to $62.5 billion.
Despite the recent slowdown, grocery-anchored properties remained 22% above the 18-year, long-term average
of $10.4 billion and are still one of the favored asset classes in retail with very strong pricing. Investors prefer
grocery-anchored assets because they view them as less vulnerable to competition from e-commerce and a big
traffic driver that benefits other tenants in their centers.
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The following chart displays investment in grocery-anchored centers since 2007:
INVESTMENT VOLUME IN GROCERY-ANCHORED CENTERS

$18 $100
Grocery - Second Half (left axis)
$16
Grocery - First Half (left axis)
Investment Volume (in billions)

Investment Volume (in billions )
$14 All Retail (right axis)

$80
$12
$62.5 $60
$10
$6.3
$8
$6.6
$40
$6
$4 $20
$2
$6.2
$6.4
$0 $0
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Source: Real Capital Analy tics, Inc.
Capitalization rates for grocery and supermarket strip centers have fallen by over 160 basis points from a recession
high of 8.2% in 2009, but have been on a gradual rise since 2017 ending 2019 at 6.9%. Comparatively, grocery
and supermarket strip cap rates are averaging 12 basis points higher than the average cap rates for all retail
property types.
The following chart displays trends in average retail capitalization rates from 2007 through 2019:
AVERAGE RETAIL CAPITALIZATION RATES

9%
Grocery Strips All Retail
8%
Capitalization Rate
7%
6%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
Source: Real Capital Analy tics, Inc.
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Given the disruption in the credit markets, there is renewed emphasis on anchor credit quality. Cushman &
Wakefield’s survey of the nation’s largest supermarket chains reveals that, unsurprisingly, the largest and most
diversified companies hold a distinct advantage. Walmart, Costco, and Target, the nation’s largest discount and
wholesale club retailers, are also regarded as the most credit-worthy. However, as these companies typically own
their stores, a direct comparison with the national supermarket chains is not valid.
Kroger, Whole Foods, and Ahold Delhaize lead the national specialty supermarket retailers in credit strength. United
Natural Foods (Supervalu’s parent company) and Albertsons are rated as speculative grade by Moody’s.
The following chart displays current credit ratings for notable discounters and supermarket chains:
SUPERMARKET CREDIT COMPARISON
Company Moody's Rating
Walmart Inc. Aa2
Costco Aa3
Target A2
Investment Grade
Whole Foods Market A2
Kroger Baa1
Koninklijke Ahold Delhaize N.V. Baa1
Albertsons B1
Below Investment Grade
United Natural Foods B2
Tops Market
Southeastern Grocers
Publix
Not Rated
Meijer
HEB Grocery
Supervalu
Giant Eagle
Source: Moody's
Ratings as of June 2019
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Supermarket Market Analysis Summary

The supermarket industry continues to be in a state of transition. The concurrent growth of the supercenter and
specialized niche format has put a strain on the traditional neighborhood grocery store. With the creation of new
shopping experiences, low-price and one-stop shopping destinations like the Walmart Supercenter as well as
organic and specialty grocers like Whole Foods and Trader Joe’s, market share is moving away from the traditional
grocers like Safeway and Kroger.
The days where one could pinpoint people’s geographic origin by asking them which supermarket chains they
frequent are ending. From the Winn Dixie/Piggly Wiggly- dominated South to the Baltimore-Washington D.C. area’s
legendary Giant chain, from Cub Foods and Rainbow in Minneapolis to the “holy trinity” of Safeway, and Kroger,
the supermarket industry, not unlike other industries, is becoming increasingly homogenized. More and more, larger
centers are dominating markets, and mergers and bankruptcies are almost emblematic.
However, it would be premature to assume that supercenters will dominate forever. People’s habits change
frequently, and corporate strategies are consistently sought to mirror these ebbs and flows. In a previous press
release, Todd Hale, Senior Vice President of Consumer Insights, ACNielsen U.S., remarked that “one hopeful sign
for the grocery channel is that several chains have rolled out or are experimenting with new store formats. Others
are increasing their use of ‘micro-merchandising’ and marketing to better meet the unique needs of shoppers within
their trade areas. Only time will tell, but those efforts toward differentiation may help stem the loss of shoppers to
other formats.” One certainty is that there will always be a demand for supermarkets. The industry will inevitably
adapt to the customers’ needs and wants. This change will take shape in evolving formats, distribution,
merchandising, and location as shaped by the intense competitive pressures of the industry.
Expanding grocer tenants within the subject’s market within the square footage range proposed for the subject’s
project includes Sprouts Farmers Market, Lidl and Trader Joes. Each of these prospective grocery tenants would
likely be attracted to the subject’s project upon completion and stabilization of the apartment and office components.
Demographic Profile
Understanding the demographics of a region helps to ascertain the underlying fundamentals of real estate supply
and demand. The foundation of our analysis in the delineation of the subject's profile area may be summarized as
follows:
 Highway accessibility, including area traffic patterns, and geographical constraints;

 The position and nature of the area's residential structure, including its location within a heavily developed
apartment area, which adds competition for the subject and at the same time adds strength and composition
to the appeal for tenants; and
 The project and unit amenity composition of the subject property as compared to its competition
Given all of the above, we believe that a primary market for the subject property would likely span an area
encompassing about three miles. The subject's secondary market might span up to five miles from the site given
its regional accessibility and location of competitive properties.
Based on these observations, we analyzed a primary demographic profile for the subject based upon a radius of
approximately three miles from the property. To add perspective to this analysis, we segregated our survey into
one, three, and five mile concentric circles with a comparison to the CBSA, state, and the United States. The report
on the following page presents this data. It should be noted that the water orientation of the subject property
impacts the demographics within the local area as reflected by the maps presented in this section.
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Population
Having established the subject’s trade area, our analysis focuses on the trade area's population. Experian
Marketing Solutions, Inc., provides historical, current and forecasted population estimates for the total area.
Patterns of development density and migration are reflected in the current levels of population estimates.
Between 2000 and 2019, Experian Marketing Solutions, Inc., reports that the population within the primary trade
area (3.0-mile radius) declined at a compound annual rate of -0.03 percent. This modest decrease in population
reflects a stabilization of historical out-migration of residents from the urban core of Baltimore City to the surrounding
suburbs. This trend is expected to continue to stabilize in the near future as new apartment projects downtown have
attracted new residents to the marketplace including empty nesters, young professional and retirees. This is
reflected by forecast population growth of 0.19 percent within a one mile radius of the subject over the next five
years as reflected by the table below.
The graphic on the second following page illustrates projected population growth within the trade area over the next
five years (2019 - 2024). The trade area is clearly characterized by various levels of growth.
DEMOGRAPHIC SUMMARY
Baltimore-
Columbia-
1.0-Mile 3.0-Mile 5.0-Mile Towson State of United
Radius Radius Radius CBSA Maryland States
POPULATION STATISTICS
2000 11,169 191,932 468,527 2,552,452 5,295,309 281,422,025
2019 12,059 190,722 447,163 2,830,807 6,076,953 329,329,799
2024 12,171 189,696 442,682 2,899,318 6,246,006 341,072,786
Compound Annual Change

2000 - 2019 0.40% -0.03% -0.25% 0.55% 0.73% 0.83%
2019 - 2024 0.19% -0.11% -0.20% 0.48% 0.55% 0.70%
HOUSEHOLD STATISTICS
2000 5,089 76,834 184,715 973,872 1,980,433 105,480,443
2019 5,914 78,772 177,854 1,086,777 2,283,156 125,121,015
2024 6,052 79,188 177,498 1,117,870 2,357,837 130,291,609
2000 - 2019 0.79% 0.13% -0.20% 0.58% 0.75% 0.90%
2019 - 2024 0.46% 0.11% -0.04% 0.57% 0.65% 0.81%
AVERAGE HOUSEHOLD INCOME
2000 $57,847 $38,498 $38,774 $63,059 $67,484 $56,675
2019 $143,547 $81,467 $71,293 $111,489 $113,805 $87,636
2024 $159,675 $94,291 $83,091 $129,723 $129,215 $99,924
2000 - 2019 4.90% 4.02% 3.26% 3.04% 2.79% 2.32%
2019 - 2024 2.15% 2.97% 3.11% 3.08% 2.57% 2.66%
OCCUPANCY
Owner Occupied 57.41% 36.54% 43.92% 65.77% 66.16% 63.63%
Renter Occupied 42.59% 63.46% 56.08% 34.23% 33.84% 36.37%
SOURCE: © 2019 Experian Marketing Solutions, Inc. •All rights reserved
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CURRENT POPULATION MAP
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POPULATION GROWTH MAP
Households
A household consists of a person or group of people occupying a single housing unit, and is not necessarily a family
unit. When an individual purchases goods and services, these purchases are a reflection of the entire household’s
needs and decisions, making the household a critical unit to be considered when reviewing market data and forming
conclusions about the trade area as it impacts the subject property.
Figures provided by Experian Marketing Solutions, Inc., indicate that the number of households is increasing at a
faster rate than the growth of the population. Several changes in the way households are being formed have caused
this acceleration, specifically:
 The population is living longer on average. This results in an increase of single- and two-person households;
 Higher divorce rates have resulted in an increase in single-person households; and
 Many individuals have postponed marriage, also resulting in more single-person households.
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According to Experian Marketing Solutions, Inc., the Primary Trade Area grew at a compound annual rate of 0.13
percent between 2000 and 2019. Consistent with national trends the trade area is experiencing household changes
at a rate that varies from population changes. That pace is expected to continue through 2024, and is estimated at
0.11 percent.
Correspondingly, a greater number of smaller households with fewer children generally indicates more disposable
income. In 2000, there were an average of 2.35 persons per household in the Primary Trade Area and by 2019,
this number is estimated to have decreased to 2.29 persons. Through 2024, the average number of persons per
household is forecasted to decline to 2.27 persons.
Average Household Income

A significant statistic driving the success of an apartment market is the income potential of the area's population.
Income levels, either on a per capita, per family or household basis, indicate the economic level of the residents of
the market area and form an important component of this total analysis.
Trade area income figures for the subject support the profile of a broad middle-income market. According to
Experian Marketing Solutions, Inc., average household income within the primary trade area in 2019 was
approximately $81,467, 73.07 percent of the CBSA average ($111,489) and 71.58 percent of the state average
($113,805).
Further analysis shows a relatively broad-based distribution of income, although skewed toward the middle income
brackets similar to the distribution within the larger CBSA. This information is summarized as follows:
DISTRIBUTION OF HOUSEHOLD INCOME

Baltimore-
Columbia-
Category Radius Radius Radius CBSA Maryland States
$150,000 or more 28.48% 12.00% 8.57% 20.06% 20.73% 12.42%
$125,000 to $149,999 9.23% 5.07% 4.21% 8.28% 8.09% 5.60%
$100,000 to $124,999 10.19% 7.46% 7.46% 11.50% 11.51% 9.21%
$75,000 to $99,999 12.41% 10.40% 10.84% 13.39% 13.48% 13.04%
$50,000 to $74,999 19.24% 17.63% 18.18% 15.85% 16.14% 17.97%
$35,000 to $49,999 7.61% 11.04% 12.29% 9.76% 9.89% 12.41%
$25,000 to $34,999 3.47% 8.22% 9.64% 6.54% 6.57% 9.02%
$15,000 to $24,999 3.19% 9.30% 10.46% 6.27% 6.09% 9.34%
Under $15,000 6.19% 18.87% 18.35% 8.35% 7.51% 10.99%
The previous chart makes it clear that the distribution of higher income level households increases as you get closer
to the subject (1-mile radius).
The following is a graphic presentation of the household income distribution throughout the trade area that clearly
shows the area surrounding the subject to be characterized by middle income households.
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HOUSEHOLD INCOME MAP
Housing Occupancy
As illustrated on the Demographic Summary Table presented earlier, there are 5,914 occupied housing units in the
subject’s one-mile radius, 78,772 occupied housing units in the primary trade area (3.0-mile), and 177,855 in the
total five-mile trade area.
The depth of the rental housing market can be measured by these demographic statistics. The percentage of
occupied housing units that are renter occupied is an indicator of demand within an area. Markets that have a high
percentage of renter units are indicative of a more transient population. For reference, we note that the United
States has 36.37 percent of its occupied housing stock occupied by renters, while the subject’s State and CBSA
have 33.84 and 34.23 percent of this same stock occupied by renters. This compares to the local statistics, which
reflect renter occupied ratios of 42.59 percent, 63.46 percent and 56.08 percent in the 1.0-, 3.0- and 5.0-mile trade
areas, respectively.
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Local Area Housing

There has been a significant amount of new residential development within Baltimore City over the past five years
including apartments, condominiums and single-family townhouse dwellings. In addition, many former industrial
buildings and Class B/C office buildings have been converted as an adaptive re-use for apartments, condominiums
and hotels. Millennials, college students, young families, local area workers, empty nesters and retirees are the
primary demand generators for apartments and townhouses within the local area marketplace. Urban apartment
complexes that offer walkability and a “Live-Work-Play” mixed-use environment have been in demand by the
millennial demography.
According to Experian Marketing Solutions, Inc., there are 97,236 housing units within a three-mile radius of the
subject property. The median year built of the existing housing stock is 1941. The median home value within a
three-mile radius of the subject property as of 2019 was $201,686. There is a large proportion of owner-occupied
housing, comprising about 37 percent of total occupied housing units within a three-mile radius of the subject. The
following table reflects a housing summary including the total number of housing units, median housing value and
median year built in the local area, as well as the Baltimore region, State of Maryland and U.S. for comparative
analysis.
HOUSING SUMMARY
Baltimore-
Columbia-
Radius Radius Radius CBSA Maryland States
HOUSING STATISTICS
2019 Est. Total Housing Units 6,871 97,236 216,248 1,174,499 2,481,356 138,961,878
2019 Est. Median Housing Value $282,153 $201,686 $161,450 $308,106 $330,825 $212,058
2019 Est. Median Year Built 1940 1941 1941 1974 1977 1978
Retail Sales
Perhaps an even more important measure of area income is the amount spent on retail purchases. At the end of
last year, the Baltimore CBSA had an aggregate retail sales level of $84.44 billion, with average retail sales per
household of $77,695. By comparison, Maryland had average sales per household of $78,933, while the U.S. was
$64,434.
CONSUMER EXPENDITURES IN 000s

CAGR
Area 2019 2024 2019-24
1.0-Mile Radius $592,454 $679,743 2.8%
3.0-Mile Radius $5,402,806 $6,319,465 3.2%
5.0-Mile Radius $11,348,292 $13,262,232 3.2%
Baltimore- Columbia- Towson CB $84,437,313 $99,082,311 3.3%
State of Maryland $180,216,225 $210,099,809 3.1%
United States $8,062,018,635 $9,769,404,608 3.9%
Experian Marketing Solutions, Inc., projects retail sales within the subject’s trade area (1-5 mile radius) will grow at
a pace in line with the Baltimore region and State of Maryland, and slightly below the national average.
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Retail Market Analysis Conclusions

 Overall, the local retail market area is considered well-established, stabilized and in strong demand by national,
regional and local area retailers as evidenced by the subject’s current leasing activity.
 Baltimore Regional Retail market fundamentals have improved over the past year. Vacancy is forecast to
improve over the next five years due in part of limited new supply and increased demand. Average asking rental
rates are forecast to reflect stable increases as the market improves over the next five years.
 Competitive properties are generally well maintained and have high occupancy rates.
 Generally, the subject’s proposed anchor tenant alignment upon completion is typical for comparable projects.
 As such we believe the property will serve a market encompassing a radius of one to three miles. Over the next
five years, both the population and number of households in the subject’s trade area are projected to remain
stable.
 The subject has very good accessibility via the regional Interstate network and local arterials that provide
linkages throughout the Baltimore CBSA.
Based on our analysis we concluded that the subject will be well positioned within its market area and the prospect
for net appreciation in real estate values is expected to be good. The area will continue to be a viable retail location
and desirable to market participants. The subject property should capture its fair share of market demand to support
its proposed retail use and achieve stabilized occupancy assuming aggressive marketing and management of the
property once the COVID-19 pandemic has stabilized.
Parking Market Analysis

In this section, we provide an overview of the subject’s parking market. The first phase of the subject’s development
(Chapter 1B) is proposed to be improved with an eight level, above-grade structured parking garage, which will
contain 1,023 spaces. An additional 20 garage spaces +/- will be improved on the ground level of Parcel E5A, which
is a proposed office building with street-level retail space. Additional off-site surface parking will be available to the
project until additional project components are completed. To identify current market trends for CBD parking market,
we surveyed competing parking facilities in the area to quantify market supply and rental rates. We also considered
demand generators for parking in the subject’s immediate trade area. Typically, CBD parking facilities are simply a
lighted and paved lot or a multilevel garage, either attached or detached from an office building, hotel or residential
building. Proximity to these demand generators is a critical consideration for the viability of parking operations. In
addition to location, superior service and security differentiate the quality of CBD parking facilities. Companies that
successfully combine these elements may command higher daily parking rates and maintain higher occupancy
levels due to repeat customers. The following section provides an overview of the national parking lot and garage
industry, followed by a survey of competitive parking facilities.
Data for the following analysis is mostly provided by the National Parking Association (NPA) and IBISWorld. Other
sources include: The Bureau of Labor Statistics; CoStar Group; U.S. Department of Transportation (DOT); and the
U.S. Energy Information Administration (EIA).
Introduction
Data for the following analysis is mostly provided by the National Parking Association (NPA) and IBISWorld. Other
sources include: The Bureau of Labor Statistics; CoStar Group; U.S. Department of Transportation (DOT); and the
U.S. Energy Information Administration (EIA). NPA is a leading trade association for the parking industry in North
America representing the interest of public and private parking sector leaders and professionals. The 2013-2014
Parking in North America study (Parking Rate Study) by the National Parking Association is the most recent annual
benchmarking report that surveys all segments, including trends in rates and revenue, within the parking industry.
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COVID-19 Impacts
As the crisis began to unfold in the last month of the first quarter, much of the data available may not accurately
reflect the true impact of the crisis on the market. As data often lags, we will find out more as the crisis unfolds. In
other sections of the report we will discuss the effects of the COVID-19 crisis on the market and subject property in
as much detail as possible. With that said, it is important to note the following points:
 The current COVID-19 pandemic has resulted in shutdowns of non-essential business, and as a result many
other businesses have been significantly disrupted. This has resulted in a sharp and drastic unemployment
spike that is expected to negatively impact households and businesses in the near term.
 Pertaining to real estate specifically, tenant income losses (business or personal) are expected to translate into
near term cash flow disruption to properties. The severity of these impacts are anticipated to be property specific
with some property types impacted more than others.
 The full effects of these impacts are unknown at this time, but most market participants are reporting a
pause/hold with regards to transactions and have expectations for three to six months of acute challenges and
a Fourth Quarter 2020/First Quarter 2021 rebound.
 Right now, the market in general is cautiously optimistic about returning to pre-pandemic conditions by the end
of First Quarter 2021.
 The Parking Lots and Garages industry is expected to contract slightly due to a stark drop in retail traffic and
the cancellation of sporting events and other major gatherings.
 The effect on the industry is mitigated by continued demand for parking facilities in and around medical facilities.
 The industry is characterized by small- and mid-sized operators that will likely qualify for government
assistance.
Overview
The U.S. parking lot and garage industry, which includes approximately 9,800 establishments, has an annual
revenue of $11 billion in 2019, according to IBISWorld. The U.S. economy works in tandem with a national driving
culture, and parking services have grown with the marketplace over the current expansion cycle. Overall increases
in parking rates and improvements in travel figures have resulted in steady development for the sector’s
employment and sales activity. Work commuters comprise a large portion of daily drivers. Consequently, a rise in
unemployment decreases the number of drivers who commute to work, adversely affecting demand for parking
services.
According to the latest available data from the Federal Highway Administration (FHWA), the number of registered
automobiles has gradually fallen since the high set in 2008. However, the FHWA also reports that the total miles
travelled has posted year-over-year increases from 2011 through 2019. The increase in miles suggests the overall
distance being covered by the average driver is longer. Drivers covering more distance generally have more of a
need for the services offered by the parking lot and garage industry as commuters travelling outside of a small
radius become less likely to use an alternative form of transportation, such as walking, biking or riding a motorcycle.
High gas prices can lead to declines in vehicle usage, having a knock effect on the parking industry. However,
when the price of crude oil decreases, there is usually an uptick in demand for parking services. Gas prices had
generally fallen from 2012 through 2016. From 2017 to 2018, gas prices rose again before falling slightly in 2019
to $2.69 per gallon.
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The table below details key indicators of the U.S. automobile industry from 2008 through 2019:
Employment
The parking lot and garage industry has experienced an increase of establishments, wages and employment over
recent years. Despite the rise in employment wages within the industry during this time, profitability has increased,
according to IBISWorld. On average, industry operators’ foray into value-added ancillary services has contributed
to average industry profit of 8.9% in 2019, up from 8.4% in 2014. Profitability has especially increased for larger
operators that can more easily continue automating facilities. Employment has grown at an annualized rate of 2.5%
from 2014 through 2017, according to the Bureau of Labor Statistics. Employment in the parking lot and garages
industry grew at an annualized rate of 1.7%, totaling roughly 156,000 employees in 2019.
Investment Conditions
The matters and timeline to acquire a parking lot or garage can depend on the nature of the property. A municipal
asset is subject to the public bidding process, in which legal and tax issues and municipal politics can complicate
transactions. Whereas private transactions are more accessible and easier to structure. Typically, private
transactions can be consummated in a much shorter time frame and usually with less burdensome contract terms
and conditions. Sales activity in the national parking lot and garage industry increased on an annual basis from
2010 through 2016. This correlates with escalations in revenue since 2012. However, 2018 sales activity, at $1.7
billion, marked the second year over annual declines.
According to CoStar, 94 parking lots and garages transferred for roughly $628 million, through June 2020. Sales
activity for the parking lot and garage property type in the U.S. peaked in 2016 when 549 facilities traded for
approximately $3.3 billion. The average price per square foot, at $217 in second quarter 2020. The average cap
rate rose to 8% for 2020 from 7.14% for 2019.
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The sales volume and average cap rates for the parking lot and garage industry from 2009 through June 2020 are
detailed below:
Revenue
An increased value of residential construction, particularly mixed-use developments, has bolstered demand for
industry services, such as management and valet. Additionally, favorable economic conditions, such as low interest
rates and rising consumer incomes, have encouraged development of central shopping districts, airports and
stadiums. Overall, increased construction activity and a strong consumer base has benefited the industry over the
past five years. IBISWorld expects industry revenue to increase an annualized 0.7% to $10.6 billion over the five
years to 2020, including a decline of 0.3% in 2020 alone. Key drivers of growth, including construction and the
number of businesses, are expected to decline in 2020, thus hampering revenue growth.
The following chart illustrates the annual revenue of the parking lot and garage industry in the United States from
2009 through 2020. Forecasts for the years 2021 through 2024 have been included:
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Services
The services provided by the parking lots and garages industry can be broken down into several categories.
Following are the major areas in which the industry provides services:
 Off-Street Parking refers to any site that offers parking services for automobiles, motorcycles and bicycles
that are not curbside; this includes parking lots, garages and driveways. According to IBISWorld, Off-Street
Parking accounts for 63.1% of industry revenue. Hourly and daily Off-Street Parking is 39.2% per U.S.
Census. Weekly or monthly Off-Street Parking services account for 23.9% of revenue.
 Valet services refer to attendants who parks and retrieves customers’ automobiles for a fee. These
services account for roughly 12.5% of total industry revenue. Valet services are prevalent in restaurants,
hotels, hospitals and medical centers and are generally considered an auxiliary service. This segment has
been on the rise over the past five years as operators seek to expand their service offerings.
 Management Contracts make up approximately 8.9% of total revenue. Under a management contract,
industry operators do not own their own facilities but rather are paid a monthly base fee to manage and
operate the facilities of their client and typically last one to three years. In addition to charging a monthly
fee, operators may also receive an incentive fee for achieving performance objectives set by the client.
Under this structure, wages, additional fees, taxes and other expenses are covered by the owner of the
facility. The owner or facility is also responsible for maintenance and security. As a result, management
contracts generally require the least amount of capital. Under management contracts, profit and revenue
are limited by fixed fees.
 On-Street Parking generates about 0.7% of industry revenue. Operators of this segment provide prepaid
On-Street Parking spaces for automobiles, motorcycles and bicycles.
The chart below highlights the share of total parking revenue by type, according to IBISWorld:
Demand for parking services is directly related to the transportation habits and demographic breakdown of the U.S.
population. Increased travel by car or plane leads to rising demand for parking services while the use of automotive
substitutes, such as public transportation or bicycles, decreases demand for parking.
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Below are the industries that make the largest contributions to national parking revenue:
 Air Travel, parking at airports has traditionally been a reliable market for the industry. Moreover, since
travelers typically park their vehicles for days at a time, industry operators offer various ancillary services
such as valet, car washing and shuttle bus services. However, the rising prominence of ride-share services
such as Uber and Lyft are increasingly drawing consumers away from airport parking facilities as fewer
travelers choose to drive their own vehicles to the airport.
 Off-Premise Airport Parking is the third-largest market this industry serves. Parking services for Off-
Premise Airport Parking include shuttle busses run by parking operators. The average annual revenue per
facility was $6.6 million according to the NPA. Demand for air travel has steadily grown over recent years,
and consumers remain highly sensitive to price for airport parking. As a result, Off-Premise Airport Parking
currently generates a larger share of revenue than it did in 2010, at the expense of On-Premise Airport
Parking.
 On-Premise Airport Parking has a slightly smaller market than Off-Premise Airport Parking. On-Premise
Airport Parking generates $28.7 million annually per facility, more than any other facility in other markets.
Annual revenue per space is also relatively high, at about $2,625 according to the NPA. This market share
of industry revenue remains below its pre-recessionary level despite recovering demand for air travel,
because more consumers opt for Off-Premise Airport Parking.
 College and Universities have the highest number of spaces per facility with about 9,000 on average,
according to the NPA. Structure parking makes up about 27% of the spaces in this market, surface parking
makes up about 69% and metered spots account for 4%. Annual revenue per space is the lowest in this
market, at about $671 per space.
 Hotel Parking includes the industry’s shuttle bus services as well as parking. Revenue per space is
greater in this market than any other, at about $3,275 annually according to the NPA. This market’s current
share of industry revenue has recovered to prerecession levels.
 Hospital Parking operations require the industry’s valet services as well as parking, and revenue per
space is about $1,407. This market tends to avoid declines during economic downturns and has expanded
over the past five years.
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The following table provides the average and median revenue by parking type:
Parking Rates
The National Parking Association analyzed rates at facilities across the U.S. Trends emerged when regions were
compared with one another. The association compared the study’s findings with their report in 2012, comparisons
show that most sectors recorded parking rate increases. The parking rates in the Northeast more than doubled that
of any other region. New York City and Boston have median hourly rates in excess of $15 per hour, according the
2018 U.S. Parking Index. The South did report the highest rates for monthly unreserved and reserved parking;
however, the Northeast had the top rates in all other categories. The West is by far the cheapest of all hourly rate
regions, monthly rates were closer to all other regions (with the exception of the Northeast).
Parking rates by region and sector are featured in the tables below:
Mean Average Rates By Area

Northeast South Midw est West
Per 1 hour $12.80 $4.33 $5.14 $3.54
Per 2 hours $19.04 $7.04 $9.44 $5.56
Per 3 hours $17.29 $7.46 $9.92 $8.38
Per 12 hours $22.47 $12.57 $18.39 $18.39
Per 24 hours $31.93 $15.70 $19.42 $16.86
Per motorcycle $12.72 $6.40 $7.71 $6.04
Per max $16.07 $12.75 $10.77 $13.67
Per max to close $27.54 $15.83 $13.00 $18.03
Per evening $12.42 $6.87 $6.25 $6.02
Per over night $15.50 $12.54 $7.32 $11.73
Per early bird $16.93 $8.65 $9.53 $10.52
Per week $62.81 $52.38 $49.25 $54.99
Per event $23.76 $11.74 $9.98 $9.00
Per month $337.61 $120.50 $119.40 $141.82
Per month (reserved) $388.75 $438.32 $122.58 $171.69
Per month (unreserved) $488.30 $622.32 $160.49 $195.73
Per valet $17.63 $14.43 $9.96 $10.34
Source: Parkopedia and National Parking Association 2013
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Mean Average Rates by Sector

CBD CBD College/ On Airport Off Airport
Hospital Hotel Valet
Off-Street On-Street University Short-Term Short-Term
First Hour Rate (self-park)
$3.71 $0.86 $2.80 $4.33 $2.05 $2.76 $3.50 $4.69
/Per Hour Rate
First Hour Rate
n/a n/a $7.35 $9.06 n/a $11.22 n/a $9.03
(Valet)
12 Hour Daily Max
$11.24 n/a $7.22 $16.53 $8.53 $22.85 $10.19 $14.90
(self-park)/Daily Weekday
12 Hour Daily Max
n/a n/a $11.80 $24.56 n/a $19.49 n/a $18.42
(Valet)
Max 24 Hour Rate
$13.09 n/a n/a $21.92 n/a $22.47 n/a $5.51
(Self Park)
Max 24 Hour Rate $3.45
n/a n/a n/a n/a n/a $24.14 n/a
(Valet)
Source: Parkopedia and National Parking Association 2013
Operations and Management

According to the NPA, the preference of managing rather than owning parking garage facilities has continued to
grow. Operators have sought to insulate themselves from volatile real estate cycles, and many sold their owned
parking facilities and focused on leased and management operations. Part of the industry’s early recovery attributed
to the expansion of management contract operations. These types of operations are less capital intensive than
property ownership or lease agreements, which makes them less risky. Sectors that were somewhat resistant to
the recession (e.g. hospitals, universities and municipalities) began to outsource their parking services to industry
operators, mitigating industry declines in the earlier years and aiding in a speedy recovery afterward. IBISWorld
expects the number of industry operators to decline an annualized 0.1% to 9,560 enterprises through 2020.
The parking lot and garage industry has a low level of market share concentration, with the top three companies
accounting for an estimated 34.3% of industry revenue. The remaining share of the market is mainly composed of
small operators that cater to local demand, the majority of which have fewer than 10 employees. Additionally, the
industry competes with developers and other institutions that manage their own parking facilities.
The largest owners of parking garages in the U.S. are detailed below:
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Trends
The parking lot and garage industry is in the mature phase of its current cycle and the ever-increasing amount of
parking establishments has led to an abundance of competition. Added to this is the changing landscape for the
market, as a growing number of consumers select alternative modes of transportation and even moving away from
car ownership all together. Going forward, an increasingly competitive market and a growing preference away from
driving could lead to slower demand for parking services.
Featured below are trends as well as forthcoming challenges for the parking lot and garage industry:
 Standard Parking Corporation, the industry’s largest company, provides their service offerings at parking
centers to include emergency repair, traffic report updates and audiobooks for monthly parkers. Laz
Parking have attempted to make its facilities more environmentally friendly by providing recycling facilities
and electric vehicle charging stations. In doing so, the company appeals to growing eco-consciousness
among consumers. Other operators have also enhanced operations by utilizing pre-booked spaces,
cashless transactions and improved vehicle security to improve the quality of product offered. Moreover,
companies are increasingly providing ancillary services under contracts with cities, such as shuttle buses
and valet parking.
 Perhaps the most prominent test for the industry is the mobility shifts that have been widely adopted over
recent years. Ridesharing (car-sharing and driver-led services) is estimated to record $15.6 billion in
revenue in 2018 and grow to $26.3 billion by 2023. Nonetheless, ridesharing does not seem to have
reduced the appetite for car ownership. Goldman Sachs forecasts annual sales of private cars will increase
an estimated 7.9% by 2030 from 2016 levels and 91% of ridesharing users have not made any change
regarding car ownership, at least not yet, according to Cushman & Wakefield’s 2019 Mobility Shifts in
Commercial Real Estate report. But such services are thought to dampen the appetite for individuals to
own a car, this is especially the case for those living in urban districts. There is an increasing amount of
the working population that desire for more livable and walkable communities. Individuals within these
communities often opt away from the expense of vehicle ownership and ultimately reduce the pool of
adults needing automobile services.
 An important addition to the market is micro-mobility options—i.e., e-scooters and bikes—which have seen
their adoption grew dramatically due to infrastructure investment and vehicle sharing. Consumers in urban
areas are increasingly opting for cheaper alternatives to driving and with over 207 million trips taken in the
U.S. since 2010, bike share and shared micro-mobility have rapidly emerged as new transportation options
that can increase cycling, improve urban mobility, and bolster public transit usage.
 The production of self-driving vehicles is forecast to escalate over the next two years, with Forbes
projecting there to be 10 million self-driving cars by 2020. Estimates of the amount of parking freed up by
driverless vehicles vary significantly: from 34% (61 billion square feet) of current parking inventory by 2040
– 2050, up to 90% of current parking inventory in 15 years. Whatever the ultimate tally, there is no doubt
that a large proportion of the approximately 6,500 square miles of parking in the U.S. will be affected. As
the industry evolves towards true self-driving capability, it is expected that there will be a dramatic reduction
in parking. Some parking will still be needed for automated fleets but at vastly reduced space usage due
to robotic parking.
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 Increasing parking rates across all industry segments may push consumers to explore alternative
transportation. A recent survey on ridesharing conducted by the University of California/Davis reveals that
parking is the primary reason why people rideshare (cited by 37% of survey respondents). Unsurprisingly,
the cities where ridesharing is most prevalent are also those with the costliest parking. Some hotels and
airports are already reporting an increase in ride-hailing as an alternative to parking at their facilities.
Conclusion
New forms of transportation and increasing competition could limit parking rate growth as demand for parking
services is stretched. Ridesharing apps have much higher usage among millennials compared to older generational
cohorts, and vehicle ownership is declining in this group. The largest group of car buyers is between 35 and 54
years old. As young people age into these car-buying segments, in the cities where ridesharing is low-cost and a
widespread reality, there is a real possibility that they will buy fewer cars.
 Based on key industry indicators, the demand for parking services is not expected to decline significantly
any time soon. The sector, like most others, will face challenges, however demographic and economic
trends point to a stable industry over the coming years. Market conditions vary depending on region,
service and the type of parking facility. Off-Street Parking is still the main source of revenue for the industry.
The most expensive parking rates are at hotels and airports, and the Northeast region has the highest
rates in almost all categories. The parking lot and garages industry is projected to continue growing over
the next five years behind increased construction and nonresidential development as the need for parking
spaces increases.
Local Parking Market Analysis

The subject property is located in the Port Covington district of downtown Baltimore, just south of Interstate 95. The
local area will be predominately improved as a high density commercial urban center with a number of commercial
uses. Specific demand generators for parking will include:
1. Clearly, a majority of the subject’s parking will be used by the subject’s office, retail and apartment tenants,
with transient users and visitors to the subject’s retail space as secondary demand generator.
2. Another source of transient parking demand will come from visitors to the nearby attractions.
Survey of Competitive Parking Facilities

There are few parking facilities located proximate to the subject. For comparable analysis, we reflected other large
public garages within the greater downtown Baltimore City Market The accompanying table and map provide a
summary of select parking competitors and their location proximate to the subject. The parking survey includes
eight parking facilities located within six blocks of the subject property. The total survey includes +/- 5,660 parking
spaces. Average daily rates range from $15.00 to $30.00, with an average of $20.78/SF. Average non-reserved
monthly rates range from $135 to $204, with an average of $180 per space per month.
Subject Property Competitive Parking Market Position

The recent improvement of office and apartment market fundamentals in downtown Baltimore City, combined with
barriers to entry for new parking supply implies continued stabilized parking occupancy and future parking rate
increases are likely over the next few years. It appears the owner’s in-place and monthly asking rents are within
the competitive range of rates as presented on the following page is within the market range.
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COMPETITIVE PARKING SURVEY

RATES
Capacity Evening Monthly
No. Property Name/ Location Operator Description Hours (Spaces) 1st Hour Daily Max Early Bird Rate (Unreserved)
PRIMARY COMPETITION
1 Harbor Park Garage Central Parking Garage 24/7 1,300 $10.00 $10.00 $9.00 N/A $180
55 Market Place Self park & valet
Baltimore
2 414 Water Street - Custom House Central Parking Garage 24/7 1,007 $9.00 $21.00 $11.00 N/A $150
414 Water Street Self park
Baltimore
3 One Light LAZ Parking Garage 24/7 646 $18.00 $31.00 N/A N/A $135
1 Light Street Self park
Baltimore
4 Pier V Garage Towne Park & Garage 24/7 650 $16.00 $30.00 N/A $15.00 $220
711 East Pratt Street The Cordish Co. Self park
Baltimore
5 300 E. Lombard Street LAZ Parking Limited Garage 24/7 165 $16.00 $29.00 $14.00 $10.00 $200
300 E. Lombard Street Self park
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Baltimore
6 30 Light Street Garage Parkway Corporate Garage 24/7 522 $10.00 $25.00 $14.00 N/A $110
30 Light Street Self park & valet
Baltimore
7 West Baltimore Street Garage Arrow Parking Garage 24/7 574 $8.00 $16.00 $10.00 $10.00 $179
210 W. Baltimore Street
Baltimore
8 Down Under Garage LAZ Parking Subterranean 24/7 796 $25.00 $32.00 N/A $17.00 N/A
110 W. Lombard Street Garage
Baltimore Self Park
Survey Average 708 $14.00 $24.25 $11.60 $13.00 $168
Survey Minimum 165 $8.00 $10.00 $9.00 $10.00 $110
Survey Maximum 1,300 $25.00 $32.00 $14.00 $17.00 $220
Survey Total Spaces 5,660
Compiled by Cushman & Wakefield of Maryland, LLC

COMPARABLE PARKING FACILITIES

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Parking Market Conclusions- Competitive Market Position

The subject’s garage will benefit from its proximity adjacent to retail, office and apartments. The subject’s proposed
parking garage referred to as E1B will be attached to Building E1, which will wrap a portion of the garage with
apartment units with direct floor access. The subject’s proposed grocery store will also be connected to the garage.
A majority of the income with be driven from monthly parkers from the subject’s apartment and office tenants. As
the subject’s office and apartment components are stabilized, parking demand should increase. In addition,
improvement of office and apartment market fundamentals in downtown Baltimore City, combined with barriers to
entry for new parking supply implies continued stabilized occupancy and future parking rate increases are likely
over the next few years.
Parking Market Conclusion

The subject’s parking garage should adequately support the proposed uses and generate increased revenue as
the project components are completed and stabilized.
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SITE DESCRIPTION
Property Analysis
Site Description
CHAPTER 1B (TO BE DEVELOPED PARCELS)
Location: Situated on the Middle Branch of the Patapsco River
Baltimore, Maryland 21230
The subject property is part of the master-planned, mixed-use development known as Port
Covington, which will be improved on a peninsula of land located along the Middle Branch of
the Patapsco River in South Baltimore. The subject's parcels are located along E. Cromwell
Street just south of the Interstate 95 overpass.
Shape: Irregularly shaped
Topography: Level at street grade
Land Area: PROJECT SUMMARY- PORT COVINGTON- PHASE 1
Land Land Area

Parcel Proposed Use/ Tenancy Area SF Acres
Parcel E1/E1B Apts. Mixed-Income, Retail Inline, Grocery, Garage 140,482 3.2250
Parcel E5A Office, Retail Inline 47,848 1.0984
Parcel E5B Apartments- Short-Term Rental, Retail Inline 43,423 0.9969
Parcel E6 Apartments- Mixed-Income, Retail Inline 65,682 1.5079
Parcel E7 Office, Retail- Inline, Fitness Center 78,231 1.7959
375,666 SF 8.6241
The first phase of the proposed Port Covington development (Chapter 1B) contains 8.62 acres
of land area based on survey data provided by the developer. The site has been subdivided
into five parcels representing each proposed project component as presented by the exhibits
at the end of this section and highlighted by the table above.
Access, Visibility The subject property has good access, frontage and good visibility from its adjacent roadways,
and Frontage: including the Interstate 95 overpass, which borders the northern section of the site.
Utilities: All public utilities are available and deemed adequate. Utility providers for the subject property
are as follows:
Water Municipal- Baltimore City
Sewer Municipal- Baltimore City
Electricity BGE
Gas BGE
Telephone Multiple providers
It should be noted the owner intends to invest in secured fiber optic network infrastructure to
attract data sciences, life sciences, education and government contractors.
Site Improvements A portion of the site has been cleared, graded and improved with perimeter metal fencing.
(As Is):
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Soil Conditions: We were not given a soil report to review. However, we assume that the soil's load-bearing
capacity is sufficient to support proposed structures. We did not observe any evidence to the
contrary during our physical inspection of the property. Drainage appears to be adequate.
Land Use We were not given a title report to review. We do not know of any easements, encroachments,
Restrictions: or restrictions that would adversely affect the site's use. However, we recommend a title search
to determine whether any adverse conditions exist.
Wetlands: We were not given a wetlands survey to review. If subsequent engineering data reveal the
presence of regulated wetlands, it could materially affect property value. We recommend a
wetlands survey by a professional engineer with expertise in this field.
Hazardous We observed no evidence of toxic or hazardous substances during our inspection of the site.
Substances: However, we are not trained to perform technical environmental inspections and recommend
the hiring of a professional engineer with expertise in this field.
Flood Zone The subject property is located in flood zone X (Areas determined to be outside the 500 year
Description: flood plain) as indicated by FEMA Map 240087-0025F, dated April 02, 2014.
The flood zone determination and other related data are provided by a third party vendor
deemed to be reliable. If further details are required, additional research is required that is
beyond the scope of this analysis. A flood zone map is presented at the end of this section.
Site Improvements- The property is proposed to be subdivided into five parcels for each project component. A
Upon Completion: detailed cost breakdown of the owner’s planned site improvements is presented in the
following Cost Approach section. Site work will include installation of utilities (water, sewer,
stormwater management, underground electric, gas, etc.) clearing, fill, etc. to make ready the
site for development of each project component.
Public Baltimore City approved a $658.6 million Tax Increment Financing (TIF) resolution, which will
Improvements- TIF: allow the city to sell bonds to fund installation of public infrastructure improvements for the Port
Covington Special Taxing District. The TIF monies have been used for public roads, sidewalks,
parks, utilities and other site costs. Property taxes generated by the eventual development of
the Port Covington project will pay for the bond’s debt service. According to the developer, 100
percent of the site costs outside of the building lines will funded by the TIF, which allows for
the stand-alone buildings to be developed at a more efficient cost as compared to other
standalone projects.
The developer is seeking the first tranche of public bond financing to fund infrastructure costs
supporting Chapter 1B of the proposed development, which is estimated to total $112,249,443
as presented in this report. The TIF monies will be used for new public roadways, walkways,
public utilities and other infrastructure allowing for pad-ready development sites within Chapter
1B forecast upon completion by April 30, 2022. The developer reports they spent $33,653,201
to date on engineering, site work and other TIF-eligible costs for Chapter 1B, which will be
reimbursed by the TIF bonds once issued. A map of the Port Covington Special Tax District is
A-191
Public Two proposed light rail stations will be located along McComas Street, which will connect the
Transportation: subject to the greater Baltimore area. Bus routes will also be improved to provide access to
location. It should be noted that it was previously stated that we have assumed these light rail
stations are added. Additionally, three Water Taxi stops are planned along the eastern
shoreline. These future transportation modifications as proposed by the developer are
illustrated below. However, it should be noted that we have not confirmed the status of approval
by the City of Baltimore to actually incorporate these Light Rail stations.
Overall Site Utility: The subject site is functional for its proposed uses.
UNDEVELOPED PARCELS
AFP Site: The unimproved AFP Site includes four contiguous parcels containing about 3.286 acres of
vacant land located between West Dickman Street, along its southern border, and West
Donaldson Street along its northern border, and South Hanover Street along its eastern border
(STV Map # 9, 10, 11, 12). Directly west of the site is the former AFP warehouse, which is
included in the Redevelopment Parcels as will be discussed. The Port Covington Master
Development Plan (Master Plan) presented in this appraisal reflects this land area in the West
End - Parcel W9, which is proposed for mixed-use development including two 9-story
apartment buildings containing 214 apartment units, 20,860 square feet of street-level retail
space and a 162 space parking garage. For analysis purposes, we reflected this land area as
a separate parcel; however, the site will benefit from the redevelopment of adjacent land area
directly west of the site referred to as Parcel W8 in the Master Plan, which is also proposed for
mixed-use development.
These parcels have been cleared, graded and are at street level fronting West Dickman Street.
South Hanover Street is elevated above the eastern border of this site. In addition, a small
corner parcel referenced by STV 54 containing 0.108 acres of land area, is separately owned
by Baltimore City as reflected by the following map.
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AFP SITE
AFP SITE
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Baltimore Sun The Baltimore Sun Parcels includes 27.19 acres +/- of vacant land located north, northeast,
Parcels: west and south of The Baltimore Sun printing and distribution facility. The Baltimore Sun leases
the 402,000 square foot building from the developer, which acquired the in 2014. The Baltimore
Sun building is located adjacent to the proposed Chapter 1B development. The building was
completed in 1990 and is considered an interim use pending redevelopment as part of the Port
Covington development. The Baltimore Sun building is included in the Developed Parcels list
as will be discussed.
For analysis purposes, the developer provided an alternative Master Development Plan
assuming The Baltimore Sun facility remains. The alternative Master Plan presented at the
end of this section includes 15 mixed-use buildings, including 10 apartment buildings with a
capacity of up to 4,241 units, four office buildings with 1,064,010 square feet (gross building
area), street-level retail space improved in each of the buildings totaling 138,000 square feet,
and one 235-key hotel. The Master Plan envisions buildings up to 31-stories in height located
toward the northern side of the site, decreasing in size to 8 stories for buildings located
proximate to the waterfront along the southern end of the site. The Baltimore Sun Parcels will
be developed in future phases after the Chapter 1B Parcels are completed and stabilized,
which is forecast over the next 20 years.
The Baltimore Sun Parcels have been mostly cleared and graded level. The site is improved
with secured metal fencing along the perimeter of the site. Parcel 1A (STV Map # 81A) is
improved with a fuel station supporting The Baltimore Sun distribution facility, which would be
razed in the future as part of the planned development. The Baltimore Sun – Chapter 2
Alternative Master Plan is presented at the end of this section.
301 E. Cromwell The 301 E. Cromwell Street Parcels includes two contiguous parcels of land totaling 0.559
Street Parcels: acres of land area along the waterfront, fronting the south side of E. Cromwell Street, and
located directly west of the existing Rye Street Tavern restaurant. The Port Covington Master
Plan reflects this site improved with one 10-story mixed-use building with 12,300 square feet
of street-level retail space and 89,670 square feet of office space. The south side of the building
will front a public promenade and community pier along the waterfront.
Parcel E11
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UA Port Covington The UA Port Covington Holdings Parcels (Undeveloped Parcels) consists of about 40.39 acres
Holdings Parcels: of land area (31.6 acres of fast land), which are part of the proposed Under Armour (UA) global
headquarters campus site. The site was a former rail yard that was redeveloped as a power
center anchored by Walmart and Sam’s Club in 2002. Sam’s Club vacated the property in 2008
and Walmart vacated in 2016. Under Armour acquired the 67 acre site (58.2 acres +/- of fast
land) in 2014 to be utilized as their global headquarters. After acquiring the site, Under Armour
converted the former Sam’s Club and Walmart stores for office and research and development
space as interim uses pending future development of its global headquarters. These buildings
are listed as Redevelopment Parcels and Developed Parcels as presented at the end of this
section.
The undeveloped sections of the site (Parcel STV 25A reflected below) have been cleared and
graded. The improved parcels are heavily secured with perimeter fencing and central security
guard booths. The parcel referred as STV Map #25D containing 8.731 acres is riparian rights
(deepwater) along the northeastern border of the site.
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SITE PLAN – CHAPTER 1B

A-196

PORT COVINGTON MASTER DEVELOPMENT PLAN (INCLUDING DEVELOPMENT OF THE BALTIMORE SUN BUILDING PARCEL)
A-197

SITE PLAN – BALTIMORE SUN PARCELS (CHAPTER 2 ALTERNATIVE MASTER PLAN)

A-198

FLOOD MAP
A-199

PLAT
A-200

SITE PLAN- PARCEL E1 / E1B

A-201

SITE PLAN- E5A

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SITE PLAN- E5B

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SITE PLAN- E6
A-204

SITE PLAN- E7
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PORT COVINGTON SPECIAL TAX DISTRICT - TIF

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PORT COVINGTON SPECIAL TAXING DISTRICT - UNDEVELOPED PARCELS- PROPOSED DEVELOPMENT

Account Identifier Master Retail Total GBA Total GBA
STV Ward-Section- Development Land No. of No. of Apt. Bldg. Bldg. Office Bldg. Hotel Bldg. SF Garage Bldg. SF Apt. Hotel Parking
Map # Block- Lot(s) Plan Parcel(s) Property Address Proposed Land Use(s) Area AC Bldgs. Stories GBA SF GBA SF GBA SF GBA SF Excl. Garage GBA SF w/ Garage Units Keys Spaces
AFP Site
9 23-10-1058-005A W9 120 W. Dickman Street Mixed-Use- Retail, Apts. Parking 1.2730 2 9 203,455 20,860 - - 224,315 68,968 293,283 214 - 162
10 23-10-1058-005B W9 N/s W. Dickman Street Mixed-Use- Retail, Apts. Parking 0.4850
11 23-10-1058-005C W9 N/s W. Dickman Street Mixed-Use- Retail, Apts. Parking 0.2940
12 23-10-1058-001 W9 150 W. Dickman Street Mixed-Use- Retail, Apts. Parking 1.2340
Subtotal- AFP Site 3.2860 2 9 203,455 20,860 - - 224,315 68,968 293,283 214 - 162
81* 24-06-1053-001 C3A 300 E. Cromwell Street Public roadways, open space - - - - - - - - - - - - -
81A 24-06-1053-001A C1B, C2B, C3B, 200 E. Cromwell Street Office, Retail, Apts., Hotel, Parking 5.8290 15 8 - 31 4,241,300 138,000 1,064,010 117,495 5,560,805 2,643,950 8,204,755 4,241 235 6,883
81B 24-06-1053-001B C6, C7, C8A, 100 E. Cromwell Street 14.2330
46B 24-06-1053-001C C11, C12, C13, N/s E. Cromwell Street 0.0320
46C 24-06-1053-001D C16, C17 N/s E. Cromwell Street 0.0280
19 24-06-1053-009A E/s Hanover Street 0.7770
81E 24-06-1053-001E - N/s E. Cromwell Street Future surface parking 0.9040 - - - - - - - - - - - -
81F 24-06-1053-001F - 2400 Banner Street Surface parking plaza 1.8000 - - - - - - - - - - - -
81J 24-06-1053-001J E3 400 Atlas Street Mixed-Use- Office, Retail 1.4980 1 31 - 30,000 450,826 - 480,826 - 480,826 - - -
81K 24-06-1053-001K - 300 Atlas Street Open space- park 0.6540 - - - - - - - - - - - -
81L* 24-06-1053-001L E2 250 Atlas Street Mixed-Use- Office, Retail 1.4362 1 6 - 8,775 267,777 - 276,552 412,700 689,252 - - 971
Subtotal- Baltimore Sun Parcels 27.1912 17 6-31 4,241,300 176,775 1,782,613 117,495 6,318,183 3,056,650 9,374,833 4,241 235 7,854
80F 24-06-1053-012F E11 301 E. Cromwell Street Mixed-Use- Office, Retail 0.4080 1 10 - 12,300 89,670 - 101,970 - 101,970 - - -
80G 24-06-1053-012G E11 301 E. Cromwell Street Mixed-Use- Office, Retail 0.1510
Subtotal- 301 E. Cromwell Street Parcels 0.5590 1 10 - 12,300 89,670 - 101,970 - 101,970 - - -
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25A 24-06-1053-010B - 2601 Port Covington Dr. UA HQ Campus- Office 22.3780 N/A N/A - - 2,000,000 2,000,000 1,500,000 3,500,000 5,000
25B 24-06-1053-010F - 2601 Port Covington Dr. UA HQ Campus- Office 4.3160
25C 24-06-1053-010G - 2601 Port Covington Dr. UA HQ Campus- Office 3.0210
25D 24-06-1053-010H - 2601 Port Covington Dr. UA HQ Campus- Riparian Rights 8.7310
25G 24-06-1053-010K E10A-E10B 2601 Port Covington Dr. East End Waterfront 1.9410 2 1 - 16,000 - - 16,000 - 16,000
Subtotal- UA Port Covington Holdings Parcels 40.3870 2 1 - 16,000 2,000,000 - 2,016,000 1,500,000 3,516,000 5,000
Totals 71.4232 22 1 - 31 4,444,755 225,935 3,872,283 117,495 8,660,468 4,625,618 13,286,086 4,455 235 13,016

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY IMPROVEMENTS DESCRIPTION (PROPOSED PHASE 1- CHAPTER 1B)
Improvements Description (Proposed Phase 1- Chapter 1B)

The following description of improvements is based on our discussions and review of proposed project plans
provided by the subject owner representatives. As discussed, the subject property is considered vacant land as of
the effective date of value As Is, with on-going engineering and site work.
Phase 1- Chapter 1B: The “To Be Developed Parcels”, also referred to as Chapter 1B, is the first phase of the
proposed Port Covington development. Chapter 1B is a mixed-use development proposed to contain eight buildings
with 945,305 square feet of net rentable building area (1,142,080 square feet of gross building area, excluding
garage GBA) improved on 8.62 acres of land area. The proposed project will include 537 apartment units within
three buildings, of which 89 units will be reserved for affordable housing and 81 units will be operated as short-term
rentals. The project will also include office and retail space, and an above-grade structured parking garage
containing 1,023 parking spaces.
The following tables on the following page provide a summary of the subject’s proposed Chapter 1B development.
Chapter 1B- Project Status/ Construction Timeline: The developer broke ground on May 13, 2019, and site
development and engineering are on-going as of the effective date of this appraisal. The following table provides a
summary of the developer’s estimated building construction start dates and completion schedule for each project
component. The developer anticipates construction to begin for all project components by September 1, 2020 with
completion of the entire project by July 31, 2022. The table also includes the forecast stabilization date of each
project component, and the forecast date that the entire Chapter 1B project will be completed and stabilized based
on our analysis presented in the following report.
Construction Construction Construction Forecast

Parcel Proposed Use/ Tenancy Start Date Completion Date Period Stabilization Date
Parcel E1/E1B Apts.- Mixed-Income, Retail Inline, Grocery September 1, 2020 July 31, 2022 23 Months July 31, 2023
Parcel E5A Office, Retail Inline September 1, 2020 January 31, 2022 17 Months January 31, 2023
Parcel E5B Apts.- Short-Term Rental, Retail Inline September 1, 2020 July 31, 2022 23 Months February 28, 2023
Parcel E6 Apts.- Mixed-Income, Retail Inline September 1, 2020 July 31, 2022 23 Months September 30, 2023
Parcel E7 Office, Retail- Inline, Fitness Center September 1, 2020 April 30, 2022 20 Months September 30, 2023
Entire Chapter 1B: September 1, 2020 July 31, 2022 23 Months September 30, 2023
The following section provides an overview of each of the subject’s project components.
208CUSHMAN & WAKEFIELD 208
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY IMPROVEMENTS DESCRIPTION (PROPOSED PHASE 1- CHAPTER 1B)
PORT COVINGTON SPECIAL TAXING DISTRICT - CHAPTER 1B PARCELS (TO-BE-DEVELOPED)

Account Identifier Master Land No. of Retail Office Total GBA Total GBA
STV Ward-Section- Plan Area No. of No. of Apt. Parking Apt. Bldg. Bldg. Bldg. Bldg. SF Garage Bldg. SF
Map # Block- Lot(s) Parcel # Property Address Proposed Land Use(s) Acres Bldgs. Stories Units Spaces GBA SF GBA SF GBA SF Excl. Garage GBA SF w/Garage
81L 24-06-1053-1L E1/ E1B 250 Atlas Street Apts. Mixed-Income, Retail, Grocery, Garage 3.2250 1 8 162 1,023 182,695 40,403 - 223,098 384,033 607,131
81G* 24-06-1053-1G (partial) E5A 150 Cromwell Street Office, Retail 1.0984 1 7 - 22 - 9,542 211,739 221,281 7,571 228,851
81G* 24-06-1053-1G (partial) E5B 2400 Anthem Street Apartments- Short-Term Rental, Retail 0.9969 1 8 121 - 126,675 5,780 - 132,455 - 132,455
81H 24-06-1053-1H E6 255 Atlas Street Apartments- Mixed-Income, Retail 1.5079 2 8 254 - 276,905 15,835 - 292,740 - 292,740
81I, 88, 80D 24-06-1053-1I, 19, 12D E7 301 Atlas Street Office, Retail, Fitness Center 1.7959 3 2-7 - - - 44,682 227,824 272,506 - 272,506
Totals 8.6241 8 537 1,045 586,275 116,242 439,563 1,142,080 391,604 1,533,683

Retail Office Total NRA Total NRA No. of Market- Affordable Short- Total
Master Plan No. of No. of Apt. Bldg. Bldg. Bldg. Bldg. SF Garage Bldg. SF Rate Housing Term Apt.
Parcel # Address Bldgs. Stories NRA SF NRA SF NRA SF Excl. Garage NRA SF w/Parking Apt. Units Apt. Units Apts. Units
Parcel E1/E1B 250 Atlas Street 1 8 136,103 25,468 - 161,571 384,033 545,604 127 35 0 162
Parcel E5A 150 Cromwell Street 1 7 - 9,542 206,692 216,234 7,571 223,805 0 0 0 -
Parcel E5B 2400 Anthem Street 1 8 93,865 4,407 - 98,272 - 98,272 20 0 101 121
Parcel E6 255 Atlas Street 2 8 217,405 15,460 - 232,865 - 232,865 200 54 0 254
Parcel E7 301 Atlas Street 3 2-7 - 38,756 197,607 236,363 - 236,363 0 0 0 -
Totals: 8 447,373 93,633 404,299 945,305 391,604 1,336,909 347 89 101 537
A-209

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY IMPROVEMENTS DESCRIPTION – PARCEL E1 (PROPOSED)
Improvements Description – Parcel E1 (Proposed)

The following description of improvements is based on our discussions with the subject property’s owner’s
representative and review of property information provided for our review. The site for the proposed Building E1 is
currently vacant land. The following is a rendering of the proposed project.
PARCEL E1 / E1B
GENERAL DESCRIPTION BUILDING E1 (RESIDENTIAL/ RETAIL) / E1B (GARAGE)
Property Type Mixed-use- mid-rise apartment building with street-level retail improved around
the perimeter of an above-grade masonry parking garage
Parcel Description: Baltimore City Ward: 24. Section: 06, Block: 1053, Lot: 1L (Parcel E1)
Construction Schedule: The owner plans to start construction by September 1, 2020 with completion
estimated by July 31, 2022.
Building Construction Class: A
Number of Buildings: One – the building design reflects above-grade apartments and street-level retail
space wrapping structured parking garage.
Number of Stories/ Levels: Apartment/ Garage- 8-stories, plus roof-top parking deck in the garage
Retail- street-level (one floor)
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Number of Apartment Units: 162
Gross Building Area: Total GBA Total GBA

Apt. Bldg. Retail Bldg. Bldg. SF Garage Bldg. SF
GBA SF GBA SF Excl. Garage GBA SF w/Parking
182,695 40,403 223,098 384,033 607,131
Net Rentable Area: Total NRA Total NRA

Apt. Bldg. Retail Bldg. Bldg. SF Garage Bldg. SF
NRA SF NRA SF Excl. Garage NRA SF w/Parking
136,103 25,468 161,571 384,033 545,604
The subject’s retail space is proposed to will be anchored a grocery store tenant
containing 20,345 square feet, and one inline space containing 5,123 square feet.
CONSTRUCTION DETAIL BUILDING E1

Basic Construction: Pre-cast steel and masonry
Foundation: Poured concrete slab
Framing: Steel frame
Floors: Concrete poured over a metal deck
Exterior Walls: Pre-cast structure with inlaid brick, cast stone trim and precast painted spandrels
Roof Type: Flat with parapet walls
Roof Cover: Sealed membrane (apartments), concrete open level on garage
Windows: Thermal windows in aluminum frames
Pedestrian Doors: Glass and metal
MECHANICAL DETAIL
Heating and Cooling The HVAC systems are assumed will be adequate for the proposed uses and in
Systems: compliance with local law and building codes. The property will be heated and
cooled by an electric, central, forced air system with individual units / floors
improved with VAV boxes. The HVAC mechanical systems will be roof mounted
in a penthouse or within mechanical rooms.
Plumbing: The plumbing system is assumed will be adequate for the proposed use and in
compliance with local law and building codes.
Electrical Service: The electrical system is assumed to be adequate for the planned use and in
Electrical Metering: Each residential and retail tenant will be separately metered.
Elevator Service: The building will contain two passenger elevators, and two staircases.
Fire Protection: 100 percent sprinklered
Security: Exterior and interior monitors
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LEED: The owner reports the subject will be constructed to achieve LEED® certification
through the Leadership in Energy and Environmental Design (LEED) program of
the U.S. Green Building Council for its core and shell. This certification ensures
that the sustainable building features improve indoor air quality, energy efficiency,
reduce water consumption, recycling and construction waste management and
erosion control. LEED certified buildings typically reflect lower operational costs
than non-LEED projects.
INTERIOR DETAIL BUILDING E1

Unit Mix: UNIT MIX SUMMARY - PARCEL E1
Average
Type % Total No. of Units Unit (SF) NRA (SF)
Studio Units 11.7% 19 522 9,910
One Bedroom Units 43.2% 70 811 56,779
Two Bedroom Units 23.5% 38 1,127 42,807
Total / Average Market Units 78.4% 127 862 109,496
Total Affordable Units 21.6% 35 761 26,619
Total Units 100.0% 162 840 136,115
Layout: Apartment units will be improved along two sides of the garage. The main
entrance to the apartment building is centrally located along the project’s eastern
building elevation. A main lobby, leasing office, mailroom and tenant lounge is
improved on the first level. Two elevators provide access to each floor level and
the roof-top lounge. Common area hallways provide access to each apartment
unit. The third level will be improved with an outdoor courtyard, pool, game room,
club room, media room and fitness center.
Floors/ Walls/ Ceilings: Interior finishes will meet market standards for comparable projects
Lighting: Fluorescent and incandescent
Restrooms: Apartment units will be equipped with one or two full bathrooms. The bathrooms
consist of a shower/tub kit with wall-mounted showerhead, toilet, sink, vinyl and
ceramic tile floor covering.
Project Amenities: Project amenities will include a courtyard with pool and sun deck, fitness center,
club room, on-site parking and on-site leasing and management office
Unit Amenities: Unit amenities will include balcony / patio, cable TV, fully equipped kitchens with
stainless steel appliances, granite countertops, dishwasher, microwave, washer
and dryer, walk-in closets and mini blinds.
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SITE IMPROVEMENTS
Parking: As previously noted, an above-grade masonry parking garage will be completed
adjacent to the subject, which will contain 1,023 parking spaces +/-. The parking
garage spaces will be allocated to each project component within Phase 1 by use
of a parking easement agreement. We assume each project component will be
allocated appropriate parking to support the intended uses. For analysis
purposes per the client’s request, we separately valued the subject’s parking
garage as will be presented later in this report.
Onsite Landscaping: The site will be landscaped with a variety of trees, shrubbery and grass.
Other: Site improvements include asphalt paved parking areas, curbing, signage,
landscaping, yard lighting and drainage along adjacent roadways.
PERSONAL PROPERTY BUILDING E1

The subject property has the typical personal property associated with an
apartment complex including kitchen appliances and washers and dryers. While
we recognize that there are various items of personal property associated with
the operation of an apartment complex, buyers in the subject’s market do not
typically allocate a separate value for these items in their purchase decisions.
Therefore, we have not allocated a separate value for these items but do
recognize that they are an integral part of an apartment operation. In addition, the
owner did not provide a complete inventory of personal property.
PROJECT SUMMARY
Quality: Excellent
Roof & Mechanical The appraisers are not qualified to render an opinion regarding the adequacy or
Inspections: condition of the roof and mechanical systems. The client is urged to retain an
expert in this field if detailed information is needed.
Actual Age: New construction (0 years)
Effective Age: New construction (0 years)
Expected Economic Life: 55 years- We relied on Marshall Valuation Services publication to estimate the
life expectancy of the subject’s improvements, which is used by market
participants.
Remaining Economic Life: 55 years upon completion and upon stabilization
Physical Deterioration/ Cost The project will require interior tenant buildout (tenant improvement allowance)
to Cure: to allow for retail occupancy on the street level. A discussion of tenant
improvement allowance is provided in the Income Capitalization Approach.
Functional Obsolescence: There will be no functional obsolescence at the subject property upon completion.
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External Obsolescence: External obsolescence is the adverse effect on value resulting from influences
outside the property. External obsolescence may be the result of market softness,
proximity to environmental hazards or other undesirable conditions, spikes in
construction costs, cost estimates that don’t properly reflect changes in the local
market, the lack of an adequate labor force, changing land use patterns, or other
factors. Based on a review of the location of the subject as well as local market
conditions, the subject is not expected to be impacted by external obsolescence.
CONSTRUCTION COSTS The owner’s construction estimates are reflecting in the following tables:
Port Covington Development Costs - E1 (Apartment- Retail)
Apartment $/Unit $/ GBA Retail $/GBA Total $/GBA
Costs 162 Units 182,695 sf Costs 40,403 sf Costs 223,098 sf
Site Acquisition
Total Land & Closing Costs $7,445,188 $45,958 $40.75 $1,646,503 $40.75 $9,091,691 $40.75
Hard Costs
Site Development $901,471 $5,565 $4.93 $202,015 $5.00 $1,103,486 $4.95
Base Building Construction $34,712,056 $214,272 $190.00 $1,523,715 $37.71 $36,235,771 $162.42
Signage $0 $0 $0.00 $800,000 $19.80 $800,000 $3.59
General Conditions, Fee, Insurance $5,146,281 $31,767 $28.17 $1,138,100 $28.17 $6,284,380 $28.17
Tenant Improvements $0 $0 $0.00 $3,056,112 $75.64 $3,056,112 $13.70
Costs Outside GMP $1,398,231 $8,631 $7.65 $309,219 $7.65 $1,707,450 $7.65
FF&E $365,390 $2,255 $2.00 $80,806 $2.00 $446,196 $2.00
Storefronts & Tenant Coordination (Retail) $0 $0 $0.00 $127,338 $3.15 $127,338 $0.57
GC Contingency $0 $0 $0.00 $0 $0.00 $0 $0.00
Dev. Contingency (GMP) $1,894,052 $11,692 $10.37 $418,869 $10.37 $2,312,921 $10.37
Additional Hard Cost Contingency $1,467,600 $9,059 $8.03 $324,560 $8.03 $1,792,160 $8.03
Total Hard Development Costs $45,885,081 $283,241 $251.16 $7,980,734 $197.53 $53,865,815 $241.44
Soft Costs
Total Soft Costs $7,322,849 $45,203 $40.08 $2,101,046 $52.00 $9,423,894 $42.24
Financing Costs
Total Financing Costs $3,609,854 $22,283 $19.76 $795,375 $19.69 $4,405,229 $19.75
Operating/Lease‐Up Reserve $2,294,480 $14,163 $12.56 $0 $0.00 $2,294,480 $10.28
Total Development Costs $66,557,452 $410,848 $364.31 $12,523,658 $309.97 $79,081,109 $354.47
Port Covington Development Costs - E1B (Garage)

Garage $/Space $/ GBA
Costs 1,023 Spaces 418,720 sf
Site Acquisition (Incl. in Parcel E1)
Total Land & Closing Costs $0 $0 $0.00
Hard Costs
Site Development $100,000 $98 $0.24
Above Grade Garage Construction $19,847,758 $19,402 $47.40
General Conditions, Fee, Insurance $2,499,181 $2,443 $5.97
Other Hard Costs $14,670 $14 $0.04
Dev. Contingency (5%) $1,122,347 $1,097 $2.68
Total Hard Development Costs $23,583,956 $23,054 $56.32
Soft Costs
Total Soft Costs $1,465,552 $1,433 $3.50
Financing Costs
Total Financing Costs $1,244,289 $1,216 $2.97
Total Development Costs $26,293,797 $25,703 $62.80
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FLOOR PLAN– BUILDING E1 / E1B – THIRD LEVEL (APARTMENT AMENITIES)
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FLOOR PLAN– BUILDING E1 / E1B – GROUND LEVEL (RETAIL)
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Improvements Description – Parcel E5A (Proposed)

The site for the proposed Building E5A is currently vacant land. The following is a rendering of the proposed project.
GENERAL DESCRIPTION BUILDING E5A

Property Type: Mid-rise office building with street-level retail space
Parcel Description: Baltimore City Ward: 24. Section: 06, Block: 1053, Lot: 1G (Part of)
Construction Schedule: The ownership plans to start construction by September 1, 2020 with shell
completion of the office/retail space by January 31, 2022. Stabilization, including
interior buildout of the common area core and tenant space, is forecast by
October 31, 2022.
Number of Buildings: 1
Number of Stories/ Levels: 7

Retail Bldg. Office Bldg. Bldg. SF Garage Bldg. SF
9,542 211,739 221,281 7,571 228,851

9,542 206,692 216,234 7,571 223,805
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Average Floorplates: Upper floor plates will average 33,181 square feet
CONSTRUCTION DETAIL BUILDING E5A

Basic Construction: Steel and masonry
Exterior Walls: Pre-cast glass curtainwall system and masonry brick
Roof Cover: Sealed membrane
Pedestrian Doors: Glass, wood and metal
MECHANICAL DETAIL
Heating and Cooling The HVAC systems are assumed will be adequate and meet industry standards
Systems: for the proposed uses and in compliance with local law and building codes. The
HVAC mechanical systems will be roof mounted in a penthouse.
Electrical Metering: Each tenant will be separately metered.
Elevator Service: The building will contain four passenger elevators.
the U.S. Green Building Council for its core and shell.
INTERIOR DETAIL BUILDING E5A

Layout: This 8-story building will be demised for multi-tenant occupancy including central
core common elevators, staircases, lobby, common area hallways and two
restrooms, and mechanical rooms for electrical and telephone equipment. Office
buildout will be designed with perimeter offices and interior work areas. The
estimated TI allowance for the available office space is forecast to be $65.00 per
square foot, which will provide for typical office buildout. Additional tenant
improvement allowance will be amortized into the rental rate as needed.
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Floor Covering: Carpet and tile
Walls: Painted drywall
Ceilings: Acoustical tile
Restrooms: The property features adequate restrooms for men and women.
SITE IMPROVEMENTS
Parking: The subject will contain one-level of parking garage space at street-level
containing about 20 parking spaces within 7,571 square feet. Building E5A will
be provided a right-of-use easement to an above-grade masonry parking garage
(Parcel E1B) within Phase 1 of the project, which will contain 1,023 spaces +/-.
Onsite Landscaping: The site is landscaped with a variety of trees, shrubbery and grass.
Other: Site improvements include asphalt paved parking areas, masonry curbing and
sidewalks, signage, landscaping and drainage.
PERSONAL PROPERTY
Personal property was excluded from our valuation.
SUMMARY
Condition: Excellent (new construction)
Quality: Excellent
participants.
to Cure: to allow for tenant occupancy. A discussion of tenant improvement allowance is
provided in the Income Capitalization Approach.
External Obsolescence: Based on a review of the location of the subject as well as local market conditions,
the subject is not impacted by external obsolescence.
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CONSTRUCTION COSTS The owner’s construction estimates for each project component are as follows:
Port Covington Development Costs - E5A (Office- Retail)

Office $/ GBA Retail $/GBA Total $/GBA
Costs 211,739 sf Costs 9,542 sf Costs 221,281 sf
Site Acquisition
Total Land & Closing Costs $8,628,356 $40.75 $388,826 $40.75 $9,017,182 $40.75
Hard Costs
Site Development $2,659,945 $12.56 $119,867 $12.56 $2,779,812 $12.56
Base Building Construction $32,661,195 $154.25 $1,471,837 $154.25 $34,133,032 $154.25
General Conditions, Fee, Insurance $3,363,179 $15.88 $151,558 $15.88 $3,514,737 $15.88
Tenant Improvements $12,401,530 $58.57 $1,383,554 $145.00 $13,785,084 $62.30
Costs Outside GMP $752,394 $3.55 $33,906 $3.55 $786,300 $3.55
FF&E $500,000 $2.36 $0 $0.00 $500,000 $2.26
Storefronts & Tenant Coordination (Retail) $0 $0.00 $229,526 $24.05 $229,526 $1.04
GC Contingency $967,405 $4.57 $43,595 $4.57 $1,011,000 $4.57
Dev. Contingency (GMP) $2,044,128 $9.65 $92,116 $9.65 $2,136,244 $9.65
Additional Development Contigency $2,955,464 $13.96 $133,184 $13.96 $3,088,649 $13.96
Total Hard Development Costs $58,305,240 $275.36 $3,659,144 $383.49 $61,964,384 $280.03
Soft Costs
Architectural & engineering fees $2,172,128 $10.26 $97,884 $10.26 $2,270,012 $10.26
Brokerage fees (Leasing Commissions) $4,180,099 $19.74 $173,227 $18.15 $4,353,326 $19.67
Development Fee $2,604,117 $12.30 $117,351 $12.30 $2,721,468 $12.30
Other Soft Costs $4,904,184 $23.16 $221,001 $23.16 $5,125,185 $23.16
Total Soft Costs $13,860,528 $65.46 $609,463 $63.87 $14,469,992 $65.39
Financing Costs
Total Financing Costs $5,226,212 $24.68 $309,131 $32.40 $5,535,342 $25.02
Total Development Costs $86,020,336 $406.26 $4,966,564 $520.51 $90,986,900 $411.18
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FLOOR PLAN– BUILDING E5A – GROUND FLOOR PLAN
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FLOOR PLAN– BUILDING E5A – TYPICAL FLOOR PLAN
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Improvements Description – Parcel E5B (Proposed)

representative and review of property information provided for our review. The site for the proposed Building E5B
is currently vacant land. The following is a rendering of the proposed project.
PARCEL E5B
GENERAL DESCRIPTION BUILDING E5B (RESIDENTIAL/ RETAIL)
Property Type Mixed-use- mid-rise apartment building with street-level retail space
Parcel Description: Baltimore City Ward: 24. Section: 06, Block: 1053, Lot: 1G (part of)
Construction Schedule: The ownership plans to start construction by September 1, 2020 with completion
by July 31, 2022.
Number of Buildings: One
Number of Stories/ Levels: Apartment- 8-stories, Retail- street-level (one floor)
Number of Apartment Units: 121 (40 market rate units, 81 units operated as short-term rentals)

Apt. Bldg. Retail Bldg. Bldg. SF Bldg. SF
GBA SF GBA SF Excl. Garage w/Parking
126,675 5,780 132,455 132,455

NRA SF NRA SF Excl. Garage w/Parking
93,865 4,407 98,272 98,272
Building E5B will be demised for one retail tenant containing 4,407 square feet.
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CONSTRUCTION DETAIL BUILDING E5B

Exterior Walls: Pre-cast structure with inlaid brick and glass panels
Roof Cover: Sealed membrane (apartments)
MECHANICAL DETAIL
Elevator Service: The building will contain two passenger elevators, and two staircases.
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INTERIOR DETAIL BUILDING E5B

Unit Mix:
UNIT MIX SUMMARY - PARCEL E5B
Average Unit
Type % Total No. of Units (SF) NRA (SF)
Studio Units 8.3% 10 524 5,235
Three Bedroom Units 1.7% 2 1,341 2,682
Total Units 100.0% 121 776 93,865
Total Market-Rate Units 33.1% 40 748 29,930
Total ROOST Units 66.9% 81 789 63,935
Total Units 100.0% 121 776 93,865
Layout: The building will be improved with a main lobby, leasing office, mailroom, bike
storage and tenant lounge is improved on the first level. Two elevators will provide
access to each floor level. Common area hallways provide access to each
apartment unit. The third level will be improved with a project amenities areas.
The terrace of the project will be improved with an outdoor pool and lounge area.
Project Amenities: Project amenities will include a courtyard with pool and sun deck, fitness center,
club room, off-site parking and on-site leasing and management office
SITE IMPROVEMENTS
adjacent to the subject, which will contain 1,023 parking spaces +/-. The parking
Other: Site improvements include asphalt paved parking areas, curbing, signage,
landscaping, yard lighting and drainage along adjacent roadways.
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PERSONAL PROPERTY BUILDING E5B

PROJECT SUMMARY
Quality: Excellent
participants.
the subject is not expected to be impacted by external obsolescence.
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Port Covington Development Costs - E5B (Apartment- Retail- ROOST)

Site Acquisition
Total Land & Closing Costs $5,162,006 $42,661 $40.75 $235,535 $40.75 $5,397,541 $40.75
Hard Costs
Site Development $2,048,657 $16,931 $16.17 $93,477 $16.17 $2,142,135 $16.17
Base Building Construction $25,313,101 $209,199 $199.83 $550,875 $95.31 $25,863,976 $195.27
General Conditions, Fee, Insurance $4,347,614 $35,931 $34.32 $198,375 $34.32 $4,545,989 $34.32
Tenant Improvements $0 $0 $0.00 $881,400 $152.49 $881,400 $6.65
FF&E (ROOST Units) $3,335,000 $27,562 $26.33 $0 $0.00 $3,335,000 $25.18
GC Contingency $0 $0 $0.00 $0 $0.00 $0 $0.00
Additional Development Contigency $1,572,087 $12,992 $12.41 $71,732 $12.41 $1,643,819 $12.41
Total Soft Costs $7,096,117 $58,646 $56.02 $407,750 $70.55 $7,503,867 $56.65
FLOOR PLAN– BUILDING E5B – TYPICAL LEVEL
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FLOOR PLAN– BUILDING E5B – GROUND LEVEL (RETAIL)
A-228

representative and review of property information provided for our review. The site for the proposed Building E6 is
currently vacant land. The following is a rendering of the proposed project.
PARCEL E6
GENERAL DESCRIPTION BUILDING E6 (RESIDENTIAL/ RETAIL)
Property Type Mixed-use- mid-rise apartment building with street-level retail space
Parcel Description: Baltimore City Ward: 24. Section: 06, Block: 1053, Lot: 1H
Construction Schedule: The ownership plans to start construction by September 1, 2020 with completion
by July 31, 2022.
Number of Buildings: One (Two building wings connected by bridges at the third and fourth levels). The
building design reflects above-grade apartments and street-level retail.
Number of Stories/ Levels: Apartment - 8-stories- Retail- street-level (one floor)
Number of Apartment Units: 254 (54 affordable housing units)

GBA SF GBA SF Excl. Garage w/Parking
276,905 15,835 292,740 292,740

NRA SF NRA SF Excl. Garage w/Parking
217,405 15,460 232,865 232,865
The retail space is proposed to be demised for up to six inline spaces.
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Exterior Walls: Pre-cast structure with inlaid brick
MECHANICAL DETAIL
Elevator Service: The complex will contain three passenger elevators, and four staircases.
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Unit Mix: UNIT MIX SUMMARY- PARCEL E6
Average
Studio Units 8.7% 22 542 11,924
Total Units 100.0% 254 856 217,405
Layout: The complex will be improved with a main lobby, leasing office, mailroom, bike
storage and tenant lounge is improved on the first level. Two elevators provide
access to each floor level. Common area hallways provide access to each
apartment unit. The third level will be improved with a project amenities areas.
Project Amenities: Project amenities will include a fitness center, club room, off-site parking and on-
site leasing and management office.
SITE IMPROVEMENTS
proximate to the subject, which will contain 1,023 parking spaces +/-. The parking
sidewalks, signage, landscaping, lighting and drainage along adjacent roadways.
A-231
PERSONAL PROPERTY BUILDING E6

PROJECT SUMMARY
Quality: Excellent
participants.
the subject is not expected to be impacted by external obsolescence.
A-232
Port Covington Development Costs - E6 (Apartment- Retail)

Site Acquisition
Total Land & Closing Costs $11,284,433 $44,427 $40.75 $645,308 $40.75 $11,929,740 $40.75
Hard Costs
Site Development $2,527,819 $9,952 $9.13 $144,555 $9.13 $2,672,375 $9.13
Base Building Construction $49,842,900 $196,232 $180.00 $238,677 $15.07 $50,081,577 $171.08
General Conditions, Fee, Insurance $7,544,538 $29,703 $27.25 $431,440 $27.25 $7,975,978 $27.25
Tenant Improvements $0 $0 $0.00 $1,676,325 $105.86 $1,676,325 $5.73
FF&E $733,548 $2,888 $2.65 $0 $0.00 $733,548 $2.51
GC Contingency $0 $0 $0.00 $0 $0.00 $0 $0.00
Additional Development Contigency $2,824,149 $11,119 $10.20 $161,501 $10.20 $2,985,650 $10.20
Total Soft Costs $19,424,335 $76,474 $70.15 $1,397,557 $88.26 $20,821,892 $71.13
FLOOR PLAN– BUILDING E6 – THIRD FLOOR- AMENITY LEVEL
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FLOOR PLAN– BUILDING E6 – GROUND LEVEL (RETAIL)
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The site for the proposed Building E7 is currently vacant land. The following is a rendering of the proposed project.
GENERAL DESCRIPTION BUILDING E7

Property Type: Mid-rise office building complex with street-level retail space (Rye Street Market)
Parcel Description: Baltimore City Ward: 24. Section: 06, Block: 1053, Lots: I1, 19, 20
Construction Schedule: The owner plans to break ground as of September 1, 2020 with shell completion
of the office/retail space by May 31, 2022.
Number of Buildings: 3 (four building segments with two buildings connected by overhead bridges)
Number of Stories/ Levels: Two to seven floors

44,682 227,824 272,506 - 272,506

38,756 197,607 236,363 - 236,363
The project is proposed to be demised for multiple office and retail tenants. A two-
level retail/office section of the complex will be marketed as Rye Street Market,
which will be demised for up to 13 retail tenants.
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Basic Construction: Steel and masonry
Exterior Walls: Pre-cast glass curtainwall system and brick masonry
Pedestrian Doors: Glass metal
MECHANICAL DETAIL
Heating and Cooling The HVAC systems are assumed will be adequate and meet industry standards
Systems: for the proposed uses and in compliance with local law and building codes. The
HVAC mechanical systems will be roof mounted in a penthouse.
Electrical Metering: Each tenant will be separately metered.
Elevator Service: The building will contain four passenger elevators.

Layout: This complex will be demised for multi-tenant occupancy including central core
common elevators, staircases, lobby, common area hallways and two restrooms,
and mechanical rooms for electrical and telephone equipment. Office buildout will
be designed with perimeter offices and interior work areas. The estimated TI
allowance for the available office space is forecast to be $65.00 per square foot,
and $75.00 per square foot retail space, which will provide typical buildout.
Additional tenant improvements will be amortized into the rental rate as needed.
Floor Covering: Carpet and tile
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Walls: Painted drywall
Ceilings: Acoustical tile
Restrooms: The property features adequate restrooms for men and women.
SITE IMPROVEMENTS BUILDING E7

Parking: As previously noted, the subject property will be provided a right-of-use easement
to an above-grade masonry parking garage (Parcel E1B) within Phase 1 of the
project, which will contain 1,023 spaces +/-.
Onsite Landscaping: The site is landscaped with a variety of trees, shrubbery and grass.
sidewalks, signage, landscaping and drainage.
PERSONAL PROPERTY
Personal property was excluded from our valuation.
SUMMARY
Condition: Excellent (new construction)
Quality: Excellent
participants.
to Cure: to allow for tenant occupancy. A discussion of tenant improvement allowance is
provided in the Income Capitalization Approach.
the subject is not impacted by external obsolescence.
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Port Covington Development Costs - E7 (Office- Retail)

Office $/ GBA Retail $/GBA Total $/GBA
Costs 169,006 sf Costs 87,700 sf Costs 256,706 sf
Site Acquisition
Total Land & Closing Costs $9,283,817 $54.93 $1,820,802 $20.76 $11,104,620 $43.26
Hard Costs
Site Development $2,890,751 $17.10 $566,953 $6.46 $3,457,704 $13.47
Base Building Construction $49,023,017 $290.07 $9,614,711 $109.63 $58,637,728 $228.42
Tenant Turn-Key Build-Out (Office) $6,112,440 $36.17 $0 $0.00 $6,112,440 $23.81
Traditional Tenant Improvements $7,904,280 $46.77 $6,103,645 $69.60 $14,007,925 $54.57
General Conditions, Fee, Insurance $7,674,433 $45.41 $1,505,159 $17.16 $9,179,592 $35.76
Storefront Systems $0 $0.00 $462,260 $5.27 $462,260 $1.80
Costs Outside GMP $1,100,594 $6.51 $215,856 $2.46 $1,316,450 $5.13
FF&E $1,200,000 $7.10 $0 $0.00 $1,200,000 $4.67
GC Contingency $1,689,316 $10.00 $331,320 $3.78 $2,020,636 $7.87
Dev. Contingency (GMP) $3,138,229 $18.57 $615,490 $7.02 $3,753,719 $14.62
Additional hard cost contingency $8,780 $0.05 $0 $0.00 $8,780 $0.03
Total Hard Development Costs $80,741,840 $477.75 $19,415,393 $221.38 $100,157,233 $390.16
Total Soft Costs $20,323,994 $120.26 $3,640,614 $41.51 $23,964,608 $93.35
Total Financing Costs $6,948,268 $41.11 $1,362,739 $15.54 $8,311,007 $32.38
Total Development Costs $117,297,920 $694.05 $26,239,548 $299.20 $143,537,468 $559.15
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FLOOR PLAN– BUILDING E7 – GROUND FLOOR PLAN
A-239
FLOOR PLAN– BUILDING E7 – SECOND LEVEL
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY REAL PROPERTY TAXES AND ASSESSMENTS
Real Property Taxes And Assessments

Introduction
The subject property is in the taxing jurisdictions of Baltimore City and the State of Maryland. The Maryland
Department of Assessment and Taxation is responsible for real estate assessments throughout the state. Maryland
established a triennial assessment system in 1979, which requires all taxable real estate be physically inspected
and assessed every three years. There is a phase-in provision that limits the impact of an assessment increase to
one-third of the total increase phased-in annually over three years. Decreased assessments are fully reflected in
the first year of the three-year assessment cycle. Assessments are based upon an estimate of ad valorem value
referred to as full cash value. The state assessor utilizes the three traditional approaches to value: Cost Approach,
Sales Comparison Approach and Income Approach. For new construction, assessors typically rely on the Cost
Approach based on published cost data for the first three-year cycle. For established income producing properties
assessed over $5.0 million, assessors rely on the Income Approach based on financial statements, which property
owners are required to provide. Property owners receive an assessment notice once every three years, in
December of the year in which the assessor last valued the property. The notice shows the proposed full cash value
as of January 1 of the following year. The fiscal tax year runs from July 1 through June 30, with taxes due by
September 30. Some local jurisdictions offer a discount for paying the tax bill early.
Real Estate Assessments– Redevelopment and Developed Parcels

Redevelopment Parcels: Based on the agreed-to Scope of Work as outlined in this report, we also provide a
summary of the latest assessed values as determined by the Maryland Department of Assessments and Taxation
of the private property designated as “Redevelopment Parcels” and “Developed Parcels” within the Port Covington
Special Taxing District. The assessed values are listed in tables presented on the following page. Redevelopment
Parcels includes the former AFP warehouse, the former Walmart store now used by Under Armour, seven single-
family rowhomes, the former Schuster Concrete warehouse facility and a parcel to be improved with a waterfront
promenade and pier amenity. The total assessed value of redevelopment parcels equates to $34,886,700 as
reflected by the exhibit on the following page.
Developed Parcels: A description of the existing developed parcels within Port Covington were previously
discussed within the Local Area Analysis section of this report, which includes the adaptive reuse of the City Garage
building, Nick’s Seafood Restaurant, Under Armour Building 37, the Rye Street Tavern and adjacent common area
courtyard and future roadway parcels. The total assessed value for the Developed Parcels equates to $91,840,000
as reflected by the exhibit on the accompanying page.
A-241
PORT COVINGTON SPECIAL TAXING DISTRICT - REDEVELOPMENT PARCELS (ASSESSED VALUES)

STV Ward-Section- Land Land Assessed Built/ Assessed Assessed Assessed
Map # Block- Lot(s) Property Address As Is Description Area SF Area AC GBA SF Renov. Land Value Improv. Value Value** Owner Name
13 23-10-1055-001 250 W. Dickman Street AFP Site- Warehouse 457,336 10.4990 43,260 1966 $5,249,500 $832,700 $6,082,200 120-250 W. Dickman Street, LLC
25F 24-06-1053-010J 2601 Port Covington Dr. UA Land Unit 6- Walmart 810,260 18.6010 143,040 2002 $5,580,300 $9,419,700 $15,000,000 UA Port Covington Holdings, LLC
34 23-10-1040-001 200 W. McComas Street Doggie Daycare 28,367 0.6512 13,370 1960 $3,545,800 $1,497,000 $5,042,800 200 West McComas Street, LLC
45 23-10-1050-016 2101 Race Street Schuster Concrete- Warehouse 109,423 2.5120 97,097 1920 $6,013,400 $427,000 $6,440,400 McComas Street 151, LLC
37 23-10-1050-007 151 W. McComas Street Schuster Concrete- Loading Area 13,440 0.3085 - - $739,200 $4,200 $743,400 McComas Street 151, LLC
80B 23-10-1053-012B 301 E. Cromwell St. Waterside Walkway- Pier 68,868 1.5810 - - $654,300 $0 $654,300 301 East Cromwell Street, LLC
TOTAL- REDEVELOPMENT PARCELS (ASSESSED VALUE) 1,495,627 34.3349 306,717 $21,992,500 $12,894,200 $34,886,700
PORT COVINGTON SPECIAL TAXING DISTRICT - DEVELOPED PARCELS (ASSESSED VALUES)

STV Ward-Section-Block- Land Land Assessed Built/ Assessed Assessed Assessed
Map # Lot(s) Property Address As Is Description Area SF Area AC GBA SF Renov. Land Value Improv. Value Value** Owner Name
1 23-10-1060-001 101 W. Dickman Street City Garage- Flex- Manufacturing 295,092 6.7744 141,036 2015 $1,693,500 $9,306,500 $11,000,000 Dickman Property Investments, LLC
16 23-10-1078-002 2600 Insulator Drive Nick's Seafood- Restaurant 83,524 1.9174 4,623 1985 $4,000,000 $800,000 $4,800,000 2600 Insulator Drive, LLC
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25E 24-06-1053-010I 2601 Port Covington Drive UA Land Unit 5- Building 37 348,916 8.0100 130,210 2002 $5,607,000 $36,033,800 $41,640,800 UA Port Covington Holdings, LLC
80 24-06-1053-012 301 E. Cromwell St.- LU1 Land Unit 1- Distillery 63,554 1.4590 49,888 2017 $603,700 $6,978,800 $7,582,500 Sagamore Whiskey Properties, LLC
80A 24-06-1053-012A 13 Rye Street Land Unit 2- Rye Street Tavern 8,289 0.1903 12,966 2017 $414,400 $2,933,000 $3,347,400 301 East Cromwell Street, LLC
80C 24-06-1053-012C 301 E. Cromwell Street Land Unit 4- Courtyard 39,857 0.9150 - 2017 $378,700 $0 $378,700 301 East Cromwell Street, LLC
80E 24-06-1053-012E 301 E. Cromwell Street Land Unit 6- Parking/ Roadway 8,059 0.1850 - - $76,700 $0 $76,700 Interim-E10 LLC
81* 23-06-1053-001 301 E. Cromwell Street Baltimore Sun Building 825,723 18.9560 256,033 1990 $4,739,000 $18,274,900 $23,013,900 300 East Cromwell Street, LLC
TOTAL- DEVELOPED PARCELS (ASSESSED VALUE) 1,673,014 38.4071 594,756 $17,513,000 $74,327,000 $91,840,000
* Parcel To be subdivided ** Last Assessed 1/1/2018

Real Estate Assessment – Chapter 1B (As Is)

Chapter 1B: The following is a summary of the subject’s assessed value for the Chapter 1B parcels:
PROPERTY ASSESSMENT INFORMATION - AS IS

Property Address: 2400 Anthem St. 255 Atlas St. 301 Atlas St. Lot 19 Lot 20 250 Atlas St. Subject Property
Assessor's Parcel Number: Block: 1053- Lot: Block: 1053- Block: 1053- Block: 1053- Block: 1053- Block: 1053-
1G Lot: 01H Lot: 01I Lot: 019 Lot: 020 Lot: 01L
Chapter 1B Parcel Number: E5A-E5B E6 E7 E7 E7 E1/E1B
Taxing Authority: Baltimore City
Current Tax Year (as of analysis start date): 2020
Phase-In Year (as of analysis start date): Second
Assessment Ratio (% of Assessed Value): 100%
Are taxes current? Taxes are current
Is there a grievance/appeal underway? Not to our knowledge
The subject's current assessment is: Below market levels
Date of Last Assessment: January 2018
Date of Next Assessment: January 2021
ASSESSMENT INFORMATION
Block: 1053- Lot: Block: 1053- Block: 1053- Block: 1053- Block: 1053- Block: 1053-
Last Assessment: 1G Lot: 01H Lot: 01I Lot: 019 Lot: 020 Lot: 01L January 2018
Land: $523,700 $377,000 $377,000 $36,700 $10,100 $806,200 $2,130,700
Improvements: $0 $0 $0 $0 $0 $0 0
Total Assessment: $523,700 $377,000 $377,000 $36,700 $10,100 $806,200 $2,130,700
Land Area 2.095 Acres 1.508 Acres 1.348 Acres 0.422 Acres 0.026 Acres 3.225 Acres 8.624 Acres
The subject’s Chapter 1B parcels were recently subdivided and assessed as vacant land. The assessments for
each parcel is fixed through the current tax cycle. The parcels will be assessed as of January 1, 2021 for the next
three-year cycle beginning July 1, 2021. The parcels will also be assessed once each project component is
completed. According to local assessors, new construction projects are typically assessed the quarter following
building completion and recorded occupancy permit; however, assessments could be delayed depending on the
capacity of the assessor’s office.
Real Estate Tax Rates

The total real estate tax rate is a combination of state and local municipal tax rates. Maryland imposes no restrictions
or limitations on real estate tax rates enabling cities and counties to set tax rates at the level required to fund local
governmental services. Although setting of the local property tax rates is the task of elected officials, Maryland's
Constant Yield Tax Rate Provision gives property owners a voice in the process before the final tax rates are
determined. This is done by requiring each taxing jurisdiction to give advance notice and hold public meetings prior
to the rate setting if they are considering a tax rate higher than the Constant Yield Tax Rate. Most meetings are
held during April, May and early June. Tax rates must be set by July 1, which is the beginning of the tax year.
The Constant Yield concept is that, as assessments rise, the tax rate should drop to the point that the revenue
derived from the property tax stays at a constant level from one year to the next, thus assuring a "constant yield"
from this tax source. The Constant Yield Tax Rate is simply a property tax rate that, when applied to new
assessments, will result in the taxing authority receiving the same revenue in the coming taxable year that was
produced in the prior taxable year. The Constant Yield Tax Rate is a State Law that exists solely for the benefit of
the taxpayer. It represents a clear and direct opportunity for citizen input to influence the level of property taxation.
The subject’s real estate tax rate for the current fiscal year is $2.3600 per $100 of Assessed Value, which includes
$0.1120 per $100 of Assessed Value for the State of Maryland and $2.2480 per $100 of Assessed Value for
Baltimore City. The real estate tax rate has been constant since July 2013.
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Business Improvement District Charge (Upon Completion): The developer indicates that the Port Covington District
will be part of a designated Business Improvement District (BID) similar to those established for the City’s Central
Business District and Inner Harbor Waterfront. The BID will provide supplemental “clean and safe” services in
addition to those provided by the City’s Police Department and Department of Public Works. The BID will also
manage much of the planned open space and parks within the Port Covington District. The BID will be funded by a
property tax surcharge that will be collected from the building owner, which will be partially passed-through to office
and retail tenants within the project. Based on review of comparable BID costs, we have estimated this initial
expense at $0.25 per square foot of net rentable area. This expense is reflected separately in our analysis of the
subject’s project components as discussed later in the Income Capitalization Approach.
Community Benefits Charge (Upon Completion): Port Covington has entered into an agreement to provide benefits
to six surrounding communities and the City as a whole. Community benefits will be funded, in part, with an annual
charge to $0.25 per square foot of leased space by for-profit users of commercial office or retail space in the project,
which will be collected from for-profit commercial office and retail tenants. This expense is reflected separately in
our analysis of the subject’s project components as discussed later in the Income Capitalization Approach.
Real Estate Assessment Comparisons – As Is (Land- Pre-Construction)

COMPARABLE ASSESSMENT INFORMATION - PORT COVINGTON LAND
Property Address: 100 E. Cromwell St. 200 E. Cromwell St. 300 E. Cromwell 321 E. Cromwell ES Hanover St.
Assessor's Parcel Number: 24-06-1053-001B 24-06-1053-001A 24-06-1053-001 24-06-1053-011A 24-06-1053-009A
Land Area: 14.233 acres 5.829 acres 18.956 acres 6.553 acres 0.777 acres
ASSESSMENT INFORMATION
Last Assessment (Land Only): 24-06-1053-001B 24-06-1053-001A 24-06-1053-001 24-06-1053-011A 24-06-1053-009A
Land Assessment: $3,558,200 $1,457,200 $4,739,000 $1,310,600 $194,200
Assessed Land Area Per Acre: $249,996 $249,991 $250,000 $200,000 $249,936
The table above reflects the assessed land area within Port Covington (last assessment as of January 1, 2018).
Assessed land with Port Covington reflects a range from $200,000 acre (Tidewater Marina) to $250,000 per acre.
Current Property Taxes – As Is (Pre-Construction)

The subject’s real estate taxes for the current phase-in cycle for the subject property (As Is) is as follows:
REAL ESTATE TAXES - MARYLAND THREE-YEAR TRIENNIAL PHASE-IN

Subject Property
Phased-In Assessed Value As Of: 7/1/2019 7/1/2020
Total Taxable Assessment: $2,130,700 $2,130,700
Tax Rate ($2.3600/$100 Assmt.): 2.36000 2.36000
Total Property Taxes: $50,285 $50,285
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Real Estate Assessment Comparisons – Upon Completion and Stabilization

As noted, the subject’s project components should be assessed the quarter following the completion of construction
(recorded occupancy permit). According to assessors, they typically use the Cost Approach upon completion based
on Marshall & Swift cost data. Later assessments cycles will be based on the Income Approach after there is a
stabilized income and expense history, which the owner is required to report. To determine appropriate real estate
taxes for our analysis, actual assessments of comparable properties in the market were reviewed.
Real estate assessment comparables for each project component are presented in the following tables:
Apartment Buildings: Assessments of comparable apartment projects range from $200,093 to $315,845 per unit,
with an average of $256,834 per unit as reflected by the following table.
REAL ESTATE ASSESSMENT COMPARABLES - APARTMENTS
Apt. Bldg. Retail Total NRA Year Apt. Assmt.
No. Property Name Location Parcel No. Area (SF) NRA (SF) SF Built Units Year Assessment Assmt./SF Assmt./Unit Occup.
1 Promenade at Harbor East 701 S. Exeter Street 03-06-1802-001 95,376 23,261 118,637 1997 113 2018 $23,455,900 $197.71 $207,574 89%
2 The Eden Apartments 777 S. Eden Street 03-07-1807-054 252,450 0 252,450 2007 270 2018 $54,025,000 $214.00 $200,093 87%
3 Crescent at Fells Point 951 Fell Street 02-06-1875-003A 269,021 0 269,021 2006 252 2018 $68,054,500 $252.97 $270,058 94%
4 Spinnaker Bay Apartments 707 S. President Street 03-06-1801-001 267,773 41,321 309,094 2005 315 2018 $86,109,600 $278.59 $273,364 93%
5 Union Wharf Apartments 915 S. Wolfe Street 02-06-1875-001/ 002 252,633 4,327 256,960 2013 281 2018 $81,348,300 $316.58 $289,496 95%
6 Hanover Cross Street 135 W. Cross Street 0947-001 267,787 0 267,787 2017 299 2018 $66,100,500 $246.84 $221,072 91%
7 Anthem House 900 E. Fort Avenue 24-09-2014A-001 257,252 18,628 275,880 2017 292 2018 $92,226,700 $334.30 $315,845 91%
8 Harbor Point- 1405 Point 1405 Point Street 03-07-1825-002- (LU: 2, 216,637 17,717 234,354 2018 289 2018 $80,103,600 $341.81 $277,175 89%
Parcel: 5, Building: 8)
STATISTICS
Low: 95,376 0 118,637 1997 113 $23,455,900 $197.71 $200,093 87%
High: 269,021 41,321 309,094 2018 315 $92,226,700 $341.81 $315,845 95%
Average: 234,866 13,157 248,023 2010 264 $68,928,013 $272.85 $256,834 91%
Office Buildings: Assessments of comparable office buildings range from $262.85 to $319.80 per square foot, with
an average of $284.19 per square foot as reflected by the following table.
REAL ESTATE ASSESSMENT COMPARABLES - OFFICE

Office Year Assmt.
No. Property Name Location Parcel No. GBA SF* Built Year Assessment Assmt./SF Leased
1 Under Armour HQ 2601 Port Covington Dr. 24-06-1053-010I 130,210 2002 2018 $41,640,800 $319.80 100%
2 Morgan Stanley Building 1300 Thames Street 03-07-1825-001 277,050 2010 2018 $84,002,600 $303.20 100%
3 Legg Mason Tower 100 International Drive 03-06-1800-004 654,224 2009 2018 $171,961,300 $262.85 100%
4 100 East Pratt 100 East Pratt Street 04-11-0672-001 699,871 1975 2019 $186,677,700 $266.73 99%
5 Harbor Point- Exelon Office 1000 Wills Street 03-07-1815-002 833,702 2016 2018 $223,737,500 $268.37 100%
STATISTICS
Low: 130,210 1975 $41,640,800 $262.85 99%
High: 833,702 2016 $223,737,500 $319.80 100%
Average: 519,011 2002 $141,603,980 $284.19 100%
Gross Building Area square feet per Baltimore City Assessment Office
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Retail Space: Assessments of comparable retail space range from $173.37 to $294.92 per square foot, with an
average of $214.79 per square foot as reflected by the following table.
REAL ESTATE ASSESSMENT COMPARABLES - RETAIL
Retail Year Assmt.
No. Property Name Location Parcel No. GBA (SF) Built Year Assessment Assmt./SF
1 The Eden- Street Retail 701 S. Eden Street 03-07-1807-053 29,214 2007 2018 $6,100,000 $208.80
2 Legg Mason- Street Retail 701 Aliceanna Street 03-06-1800-002 11,409 2012 2018 $2,275,300 $199.43
3 Lockwood Place- Condo 101 600 E. Pratt Street 04-11-1384-002C 7,138 2006 2019 $1,748,800 $245.00
4 Lockwood Place- Condo 102 600 E. Pratt Street 04-11-1384-002D 13,846 2006 2019 $3,392,200 $244.99
5 Lockwood Place- Condo 103 600 E. Pratt Street 04-11-1384-002E 9,745 2006 2019 $2,387,500 $245.00
6 Rye Street Tavern- Condo LU2 13 Rye Street 24-06-1053-012A 12,966 2017 2018 $3,823,900 $294.92
7 McHenry Row- Retail 1600 Whetstone Way 24-10-2034-007 10,062 2012 2018 $1,837,000 $182.57
8 McHenry Row- Retail 1601 Whetstone Way 24-10-2034-007A 12,545 2012 2018 $2,242,600 $178.76
9 McHenry Row- Retail 1631 Whetstone Way 24-10-2034-007D 19,123 2012 2018 $3,315,400 $173.37
10 McHenry Row- Retail 1700 Whetstone Way 24-10-2034-007F 16,379 2012 2018 $2,867,300 $175.06
STATISTICS
Low: 7,138 2006 $1,748,800 $173.37
High: 29,214 2017 $6,100,000 $294.92
Average: 14,243 2010 $2,999,000 $214.79
Hotels: Assessments of comparable hotel projects range from $177,990 to $256,599 per key, with an average of
$219,607 per key as reflected by the following table.
REAL ESTATE ASSESSMENT COMPARABLES - HOTELS (SHORT-TERM APT RENTALS)
Total GBA Year Assmt.
No. Property Name Location Parcel No. SF Built Keys Year Assessment Assmt./SF Assmt./ Key
1 Hilton Baltimore 401 W. Pratt Street 22-03-0678-001 911,487 2008 757 2018 $169,774,400 $186.26 $224,273
2 Four Seasons Hotel Baltimore 200 International Drive 03-06-1800-005 356,750 2012 256 2018 $65,679,200 $184.10 $256,559
3 Residence Inn- Baltimore 17 Light Street 04-11-0661-016 135,360 2001 165 2019 $29,368,400 $216.97 $177,990
STATISTICS
Low: 135,360 2001 165 $29,368,400 $184.10 $177,990
High: 911,487 2012 757 $169,774,400 $216.97 $256,559
Average: 467,866 2007 393 $88,274,000 $195.78 $219,607
Garages: Assessments of comparable garages range from $15,532 to $41,829 per space, with an average of
$27,363 per space as reflected by the following table.
REAL ESTATE ASSESSMENT COMPARABLES - PARKING GARAGES
Total GBA Year Parking Assmt. Assmt./
No. Property Name Location Parcel No. SF Built Spaces Year Assessment Assmt./SF Space
1 Lockwood Place Garage 124 Market Place 04-11-1384-002B 320,213 2003 960 2019 $14,910,900 $46.57 $15,532
2 Pier 5 Parking Garage 711 E. Pratt Street 04-11-0890-016B 210,469 2004 644 2019 $17,613,700 $83.69 $27,350
3 Lombard Garage 221 West Lombard Street 04-10-0668-013 142,980 1984 606 2019 $25,348,200 $177.28 $41,829
4 Down Under Garage 110 W. Lombard Street 04-10-0601-018A 319,200 1964 796 2019 $29,317,200 $91.85 $36,831
5 400 E. Pratt 400 E. Pratt Street 04-11-1381-004B, 4C, 5 387,275 1982 1,296 2019 $20,152,600 $52.04 $15,550
6 Legg Mason Tower Garage 716 S. President Street 03-06-1800-001 500,809 2009 1,145 2018 $31,010,200 $61.92 $27,083
STATISTICS
Low: 142,980 1964 606 $14,910,900 $46.57 $15,532
High: 500,809 2009 1,296 $31,010,200 $177.28 $41,829
Average: 313,491 1991 908 $23,058,800 $85.56 $27,363
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Real Property Tax Conclusions (Excluding Tax Credits)

The tables on the following accompanying pages reflect our estimate of real estate assessment and taxes for each
of the project components over a typical 10-year investment holding period, excluding tax credits. An analysis of
the subject’s potential tax credits is presented at the end of this section. The estimated assessment pricing per
property type is reflected by the following table:
FORECAST ASSESSED VALUE BY USE

Estimated Assmt. Value Upon Rate Phase-
Assmt. Rate Project Completion Rate Phase- Rate Phase- In- Yr 3
Propery Type Comp Low Comp High Comp Avg. (2020 $) (FY 7/1/2022 $)* In Yr 1 80% In- Yr 2 90% 100%
Apartment ($ per Unit) $200,093 $315,845 $256,834 $290,000 $305,309 $244,247 $274,778 $305,309
Retail ($ psf GBA) $173 $295 $215 $250 $263 $211 $237 $263
Office ($ psf GBA) $263 $320 $284 $285 $300 $240 $270 $300
Parking ($ per space) $15,532 $41,829 $27,363 $27,500 $28,952 $23,161 $26,057 $28,952
*First fiscal Tax Year following compltion of entire project- July 1, 2022 - June 30, 2023 (partial fiscal year starting 4Q-2022)
*Anticipated new assessments the quarter following project completion (4Q-2022)
Assessed Value assumes initial 3-year phase-in after completion through stabilization, then annual escalation thereafter at 2.5%
Based on a review of historical trends, we have assumed taxes will increase 2.50 percent per annum over the
projection period after the first 3-year assessment phase-in cycle after completion. This annual increase accounts
for potential assessment or tax rate increases during the remainder of the projection period. The impact of any
assessment increase over the projection period would be mitigated due to the three-year assessment phase-in
period. In addition, typical market lease terms for retail tenants reflect reimbursement of real estate taxes by tenants
(Net rental basis) and increases over base year occupancy (Modified rental basis) for office tenants. Accordingly,
any future real estate tax increases for office and retail space be mostly borne by the tenants. In addition, any future
real estate tax credits would be off-set by real estate tax credits, which are discussed later in this section.
Investors acquiring similar properties are currently relying on in-place taxes in their acquisition pro forma,
particularly if the property was recently assessed or is assessed within the range of comparable properties. In
addition, according to market participants surveyed, they consider risks of potential future tax increases over the
investment holding period in their selection of an overall capitalization rate and unleveraged IRR. Risks associated
with future real estate tax increases is also considered in the selection of an overall capitalization rate and internal
rate of return as discussed in the Income Capitalization Approach presented later in this report.
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PARCEL E1- ESTIMATED REAL ESTATE TAXES - EXCLUDING TAX CREDITS

Apartment Apartment Retail Retail Total Garage Garage Total Total E1 Total E1
Assessed Total Fiscal Assessed Fiscal Year Assessed Fiscal Year Assessed Fiscal Year
Fiscal Tax Year Value (A.V.) Year Taxes Value (A.V.) Taxes Value (A.V.) Taxes Value (A.V.) Taxes
Baltimore City Tax Rate (per $100 A.V.) 0.02248
Maryland Tax Rate (per $100 A.V.) 0.00112
7/1/2021-
Pre-Constr. $507,941 $11,987 $72,563 $1,712.49 $225,752 $5,328 $806,256 $19,028
6/30/2022
7/1/2022-
Yr. 1 $39,568,026 $933,805 $5,362,487 $126,555 $23,694,072 $559,180 $68,624,585 $1,619,540
6/30/2023
7/1/2023-
Yr. 2 $44,514,029 $1,050,531 $6,032,797 $142,374 $26,655,831 $629,078 $77,202,658 $1,821,983
6/30/2024
7/1/2024-
Yr. 3 $49,460,033 $1,167,257 $6,703,108 $158,193 $29,617,590 $698,975 $85,780,731 $2,024,425
6/30/2025
7/1/2025-
Yr. 4 $50,696,533 $1,196,438 $6,870,686 $162,148 $30,358,030 $716,449 $87,925,249 $2,075,036
6/30/2026
7/1/2026-
Yr. 5 $51,963,947 $1,226,349 $7,042,453 $166,202 $31,116,980 $734,361 $90,123,380 $2,126,912
6/30/2027
7/1/2027-
Yr. 6 $53,263,045 $1,257,008 $7,218,514 $170,357 $31,894,905 $752,720 $92,376,465 $2,180,085
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6/30/2028
7/1/2028-
Yr. 7 $54,594,622 $1,288,433 $7,398,977 $174,616 $32,692,277 $771,538 $94,685,876 $2,234,587
6/30/2029
7/1/2029-
Yr. 8 $55,959,487 $1,320,644 $7,583,952 $178,981 $33,509,584 $790,826 $97,053,023 $2,290,451
6/30/2030
7/1/2030-
Yr. 9 $57,358,474 $1,353,660 $7,773,551 $183,456 $34,347,324 $810,597 $99,479,349 $2,347,713
6/30/2031
7/1/2031-
Yr. 10 $58,792,436 $1,387,501 $7,967,889 $188,042 $35,206,007 $830,862 $101,966,333 $2,406,405
6/30/2032
7/1/2032-
Yr. 11 $60,262,247 $1,422,189 $8,167,087 $192,743 $36,086,157 $851,633 $104,515,491 $2,466,566
6/30/2033
Assumptions:
Completion Date: 7/31/2022
Stabilization Date: 7/31/2023
Assumed no change in pre-construction assessed value as of January 2021 (next assessment) for fiscal year July 1, 2021- June 30, 2022
Assumed assessment escalates annually after Year 3 at 2.50%
Assumed Baltimore City and State of Maryland Tax Rates remain fixed over the analysis period

PARCEL E5A- ESTIMATED REAL ESTATE TAXES EXCLUDING TAX CREDITS

Office Office Total Retail Retail Total Total
Assessed Fiscal Year Assessed Fiscal Year Assessed Total Fiscal
Fiscal Tax Year Value (A.V.) Taxes Value (A.V.) Taxes Value (A.V.) Year Taxes
7/1/2021-
Pre-Constr. $266,371 $6,286 $8,238 $194.42 $274,610 $6,481
6/30/2022
7/1/2022-
Yr. 1 $50,824,914 $1,199,468 $2,009,091 $47,415 $52,834,004 $1,246,883
6/30/2023
7/1/2023-
Yr. 2 $57,178,028 $1,349,401 $2,260,227 $53,341 $59,438,255 $1,402,743
6/30/2024
7/1/2024-
Yr. 3 $63,531,142 $1,499,335 $2,511,363 $59,268 $66,042,506 $1,558,603
6/30/2025
7/1/2025-
Yr. 4 $65,119,421 $1,536,818 $2,574,147 $60,750 $67,693,568 $1,597,568
6/30/2026
7/1/2026-
Yr. 5 $66,747,406 $1,575,239 $2,638,501 $62,269 $69,385,907 $1,637,507
6/30/2027
7/1/2027-
Yr. 6 $68,416,092 $1,614,620 $2,704,464 $63,825 $71,120,555 $1,678,445
6/30/2028
A-249
7/1/2028-
Yr. 7 $70,126,494 $1,654,985 $2,772,075 $65,421 $72,898,569 $1,720,406
6/30/2029
7/1/2029-
Yr. 8 $71,879,656 $1,696,360 $2,841,377 $67,056 $74,721,033 $1,763,416
6/30/2030
7/1/2030-
Yr. 9 $73,676,648 $1,738,769 $2,912,411 $68,733 $76,589,059 $1,807,502
6/30/2031
7/1/2031-
Yr. 10 $75,518,564 $1,782,238 $2,985,222 $70,451 $78,503,786 $1,852,689
6/30/2032
7/1/2032-
Yr. 11 $77,406,528 $1,826,794 $3,059,852 $72,213 $80,466,380 $1,899,007
6/30/2033
Assumptions:
Assumed no change in pre-construction assessed value as of January 2021 (next assessment),
Assumed post construction assessment completed prior to Fiscal Year beginning July 1, 2022,
and partial year taxes upon completion based upon new assessment

PARCEL E5B- APARTMENTS (MARKET & SHORT-TERM)- REAL ESTATE TAXES EXCLUDING TAX CREDITS
Apartment Apartment Retail Retail Total Total E5B Total E5B
Assessed Value Total Fiscal Assessed Fiscal Year Assessed Fiscal Year
Fiscal Tax Year (A.V.) Year Taxes Value (A.V.) Taxes Value (A.V.) Taxes
7/1/2021-
Pre-Constr. $236,753 $5,587 $8,238 $194.42 $244,991 $5,782
6/30/2022
7/1/2022-
Yr. 1 $29,553,896 $697,472 $1,217,024 $28,722 $30,770,920 $726,194
6/30/2023
7/1/2023-
Yr. 2 $33,248,133 $784,656 $1,369,152 $32,312 $34,617,285 $816,968
6/30/2024
7/1/2024-
Yr. 3 $36,942,370 $871,840 $1,521,280 $35,902 $38,463,650 $907,742
6/30/2025
7/1/2025-
Yr. 4 $37,865,929 $893,636 $1,559,312 $36,800 $39,425,242 $930,436
6/30/2026
7/1/2026-
Yr. 5 $38,812,578 $915,977 $1,598,295 $37,720 $40,410,873 $953,697
6/30/2027
7/1/2027-
Yr. 6 $39,782,892 $938,876 $1,638,252 $38,663 $41,421,144 $977,539
6/30/2028
A-250
7/1/2028-
Yr. 7 $40,777,464 $962,348 $1,679,209 $39,629 $42,456,673 $1,001,977
6/30/2029
7/1/2029-
Yr. 8 $41,796,901 $986,407 $1,721,189 $40,620 $43,518,090 $1,027,027
6/30/2030
7/1/2030-
Yr. 9 $42,841,823 $1,011,067 $1,764,219 $41,636 $44,606,042 $1,052,703
6/30/2031
7/1/2031-
Yr. 10 $43,912,869 $1,036,344 $1,808,324 $42,676 $45,721,193 $1,079,020
6/30/2032
7/1/2032-
Yr. 11 $45,010,691 $1,062,252 $1,853,532 $43,743 $46,864,223 $1,105,996
6/30/2033
Assumptions:
Assumed no change in pre-construction assessed value as of January 2021 (next assessment)
for fiscal year July 1, 2021- June 30, 2022

PARCEL E6- ESTIMATED REAL ESTATE TAXES EXCLUDING TAX CREDITS

Apartment Apartment Retail Retail Total Total E6 Total E6
Assessed Total Fiscal Assessed Fiscal Year Assessed Fiscal Year
Fiscal Tax Year Value (A.V.) Year Taxes Value (A.V.) Taxes Value (A.V.) Taxes
7/1/2021-
Pre-Constr. $339,267 $8,007 $37,696 $889.63 $376,963 $8,896
6/30/2022
7/1/2022-
Yr. 1 $62,038,757 $1,464,115 $3,334,183 $78,687 $65,372,940 $1,542,801
6/30/2023
7/1/2023-
Yr. 2 $69,793,602 $1,647,129 $3,750,956 $88,523 $73,544,558 $1,735,652
6/30/2024
7/1/2024-
Yr. 3 $77,548,446 $1,830,143 $4,167,729 $98,358 $81,716,175 $1,928,502
6/30/2025
7/1/2025-
Yr. 4 $79,487,157 $1,875,897 $4,271,922 $100,817 $83,759,080 $1,976,714
6/30/2026
7/1/2026-
Yr. 5 $81,474,336 $1,922,794 $4,378,720 $103,338 $85,853,057 $2,026,132
6/30/2027
7/1/2027-
Yr. 6 $83,511,195 $1,970,864 $4,488,188 $105,921 $87,999,383 $2,076,785
6/30/2028
A-251
7/1/2028-
Yr. 7 $85,598,975 $2,020,136 $4,600,393 $108,569 $90,199,368 $2,128,705
6/30/2029
7/1/2029-
Yr. 8 $87,738,949 $2,070,639 $4,715,403 $111,284 $92,454,352 $2,181,923
6/30/2030
7/1/2030-
Yr. 9 $89,932,423 $2,122,405 $4,833,288 $114,066 $94,765,710 $2,236,471
6/30/2031
7/1/2031-
Yr. 10 $92,180,733 $2,175,465 $4,954,120 $116,917 $97,134,853 $2,292,383
6/30/2032
7/1/2032-
Yr. 11 $94,485,252 $2,229,852 $5,077,973 $119,840 $99,563,225 $2,349,692
6/30/2033
Assumptions:
Estimated Taxes Upon Stabilization equates to 5 months Year 1, plus 7 months Year 2

PARCEL E7- ESTIMATED REAL ESTATE TAXES EXCLUDING TAX CREDITS

Office Office Total Retail Retail Total Total
Assessed Fiscal Year Assessed Fiscal Year Assessed Total Fiscal
Fiscal Tax Year Value (A.V.) Taxes Value (A.V.) Taxes Value (A.V.) Year Taxes
7/1/2021-
Pre-Constr. $269,390 $6,358 $179,594 $4,238.41 $448,984 $10,596
6/30/2022
7/1/2022-
Yr. 1 $54,685,880 $1,290,587 $9,408,200 $222,034 $64,094,080 $1,512,620
6/30/2023
7/1/2023-
Yr. 2 $61,521,615 $1,451,910 $10,584,225 $249,788 $72,105,840 $1,701,698
6/30/2024
7/1/2024-
Yr. 3 $68,357,350 $1,613,233 $11,760,250 $277,542 $80,117,600 $1,890,775
6/30/2025
7/1/2025-
Yr. 4 $70,066,284 $1,653,564 $12,054,256 $284,480 $82,120,540 $1,938,045
6/30/2026
7/1/2026-
Yr. 5 $71,817,941 $1,694,903 $12,355,613 $291,592 $84,173,553 $1,986,496
6/30/2027
7/1/2027-
Yr. 6 $73,613,389 $1,737,276 $12,664,503 $298,882 $86,277,892 $2,036,158
A-252
6/30/2028
7/1/2028-
Yr. 7 $75,453,724 $1,780,708 $12,981,115 $306,354 $88,434,840 $2,087,062
6/30/2029
7/1/2029-
Yr. 8 $77,340,067 $1,825,226 $13,305,643 $314,013 $90,645,711 $2,139,239
6/30/2030
7/1/2030-
Yr. 9 $79,273,569 $1,870,856 $13,638,284 $321,864 $92,911,853 $2,192,720
6/30/2031
7/1/2031-
Yr. 10 $81,255,408 $1,917,628 $13,979,242 $329,910 $95,234,650 $2,247,538
6/30/2032
7/1/2032-
Yr. 11 $83,286,793 $1,965,568 $14,328,723 $338,158 $97,615,516 $2,303,726
6/30/2033
Assumptions:

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE
PROPERTY TAX CREDITS
Tax Credits
State EZ Real Property Tax Credit: The subject property is located within the State of Maryland Enterprise Zone
(EZ), as reflected by the map on the following page. The State of Maryland EZ Program was established in 1982
as an economic development tool to stimulate job creation and business investment through the use of real property
tax and employment tax credits in specific areas of the State. To further stimulate economic growth, Baltimore City
received a Federal Empowerment Zone designation in 1994 to foster sustained economic opportunity and promote
community revitalization through employment tax credits, job training, and loan programs to assist community
residents and businesses. Baltimore City Empowerment Zones are mostly within the same boundaries as the State
Enterprise Zones enabling businesses to benefit from both programs.
The EZ Real Property Tax Credit is a 10-year credit against local real property tax improvements. The property tax
credit is an actual reduction in the amount of taxes that would have been due on the increased value or assessment
of property (over the base assessment) where capital investment has been made. The credit is an incentive for
businesses to locate or expand facilities in designated areas. For either a new or an expanding business that meets
the eligibility requirements, the amount of the credit is 80 percent of the taxes due on the assessed value of the
expansion, renovation or capital improvement in the property over the first five years. The credit decreases 10
percent annually thereafter to 30 percent in year 10.
Based on the estimated delivery dates of the subject’s project components, the first year of the 10-year EZ tax
credit is estimated to begin during fiscal tax year July 1, 2022 through June 30, 2023. Per the Client’s request, we
have estimated the prospective market value upon completion and stabilization of Chapter 1B, which is forecast as
of September 30, 2023 as will be discussed. Thus, for analysis purposes, we have forecast the present value of
the remaining tax credits for each project component as of September 30, 2023 as will be presented at the end of
this section.
Brownfield Property Tax Credit: According to Baltimore City officials, the subject’s improvements will also benefit
from the Brownfield Property Tax Credit program. This program was designed to encourage the re-development of
contaminated abandoned and/or under-utilized industrial/commercial sites. This program offers a city property tax
credit (for both real and personal property taxes) on the increased property taxes after eligible improvements are
made (improved value). This credit applies in each of 10 taxable years immediately following the first reassessment
of the site after completion of the eligible improvements. The credit equals 70% of the site’s increased property
assessment after improvements are completed over the assessment before the improvements for projects that
spend more than $250,000 in eligible work. In the event of a change in ownership of the property, the credit is
transferable as long as the property remains qualified for credit.
For sites also located in a State-designated Enterprise Zone area, the Enterprise Zone credit is calculated first and
the Brownfield Credit is only applicable to the improved value not covered by the Enterprise Zone credit. In the case
of mixed-use developments, the Brownfield Tax Credit applies to the subject’s residential component and the EZ
Tax Credit is applicable to the commercial components (office, retail and garage). The Brownfield Tax Credit also
applies to the remaining percentage of assessment for the commercial components not receiving the EZ Tax Credit.
For purposes of this analysis, we have valued the subject’s total Tax Credits (Brownfield Property Tax Credit and
Enterprise Tax Credits) separately, since the tax credit programs end within 10 years. We have added the present
value opinion of the subject’s remaining tax credits to each of the approaches to value as presented later in this
report. For purposes of this analysis, we have assumed a fixed Baltimore City tax rate over the 10-year analysis
period, and 2.5% annual increases in assessed value. A map of the Baltimore City Enterprise Zone and tables
reflecting a summary of the subject’s forecast real estate taxes and tax credits is presented on the accompanying
pages.
A-253
ENTERPRIZE ZONE MAP
Subject
Base Year Assessment (Pre-Construction): We first estimate the base year assessment (prior to completion for
each project component), based on an allocation of current assessed land value (excluding site improvements) of
$250,000 per acre. The exhibit on the following page provides a summary of the base assessments.
The following pages reflect the estimated tax credit per tax credit program and in total for each project component.
The estimates are provided upon completion and stabilization of each project component, and upon completion
and stabilization of the entire project.
A-254
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY TAX CREDITS
TAX CREDITS- ESTIMATED BASE YEAR ASSESSMENTS

Apartment (market- Retail Base Office Parking
Legal Description- (Ward- Land Land Area Base Year Total Base rate, short-term, Apt. Base Year Base Year Base Year
Parcel Section-Block- Lots) Area SF Acres Assmt. Rate Year Assmt. * affordable) Retail Office Parking Year Assmt. Assmt. Assmt. Assmt.
Parcel E1 24-06-1053-1L 140,482 3.2250 $250,000/ acre $806,256 63.0% 9.0% 0.0% 28.0% $507,941 $72,563 $0 $225,752
Parcel E5A 24-06-1053-1G (part of) 47,848 1.0984 $250,000/ acre $274,610 0.0% 3.0% 97.0% 0.0% $0 $8,238 $266,371 $0
Parcel E5B 24-06-1053-1G (part of) 43,423 0.9969 $250,000/ acre $249,214 95.0% 5.0% 0.0% 0.0% $236,753 $12,461 $0 $0
Parcel E6 24-06-1053-1H 65,682 1.5079 $250,000/ acre $376,963 90.0% 10.0% 0.0% 0.0% $339,267 $37,696 $0 $0
Parcel E7 24-06-1053-1I, 19, 20 78,231 1.7959 $250,000/ acre $448,984 0.0% 40.0% 60.0% 0.0% $0 $179,594 $269,390 $0
Totals (Entire Project) 375,666 SF 8.6241 $250,000/ acre $2,156,026 $1,083,961 $310,552 $535,762 $225,752
* Represents the total base assessed value allocated to each of the proposed Parcels in the Port Covington development for purposes of projecting the Enterprise Zone and Brownfield Tax Credits
Assumes no increase in base year land assessment through construction start date of each Parcel
Assumes parking garage assessment is fully allocated to Parcel E1
Base Year Assessment allocation estimated based on forecast stabilized NOI % for each project component and improvements
A-255

PARCEL E1- APARTMENTS- BROWNFIELD PROPERTY TAX CREDITS

Remaining Tax
Post- Less Pre- % of Assessment Credits Upon
Construction Construction Assmt. Eligible for City Tax Stabilization of
Phased-In Base Year Eligible Eligible for Brownfield City Tax Credit Chapter 1B
Fiscal Tax Year Assessment Assessment Assessment Tax Credit Credit Rate Amount (9/30/2023)
Column No.: 1 2 3 4 5 6 7
Calculation: =1-2 =3x4 =5x6 = 7 (adj. mos.)
7/1/2022-
Yr. 1 $39,568,026 $507,941 $39,060,085 0.70 $27,342,060 0.02248 $614,649 $0
6/30/2023
7/1/2023-
Yr. 2 $44,514,029 $507,941 $44,006,088 0.70 $30,804,262 0.02248 $692,480 $519,360
6/30/2024
7/1/2024-
Yr. 3 $49,460,033 $507,941 $48,952,092 0.70 $34,266,464 0.02248 $770,310 $770,310
6/30/2025
7/1/2025-
Yr. 4 $50,696,533 $507,941 $50,188,592 0.70 $35,132,015 0.02248 $789,768 $789,768
6/30/2026
7/1/2026-
Yr. 5 $51,963,947 $507,941 $51,456,006 0.70 $36,019,204 0.02248 $809,712 $809,712
6/30/2027
7/1/2027-
Yr. 6 $53,263,045 $507,941 $52,755,104 0.70 $36,928,573 0.02248 $830,154 $830,154
6/30/2028
A-256
7/1/2028-
Yr. 7 $54,594,622 $507,941 $54,086,680 0.70 $37,860,676 0.02248 $851,108 $851,108
6/30/2029
7/1/2029-
Yr. 8 $55,959,487 $507,941 $55,451,546 0.70 $38,816,082 0.02248 $872,586 $872,586
6/30/2030
7/1/2030-
Yr. 9 $57,358,474 $507,941 $56,850,533 0.70 $39,795,373 0.02248 $894,600 $894,600
6/30/2031
7/1/2031-
Yr. 10 $58,792,436 $507,941 $58,284,495 0.70 $40,799,147 0.02248 $917,165 $917,165
6/30/2032
Total: $7,254,762
Net Present Value of Remaining Tax Credits at a Discount Rate of 4.50%: $5,780,610
(Rounded): $5,800,000
Assumptions:

PARCEL E1 - RETAIL - ENTERPRIZE ZONE AND BROWNFIELD PROPERTY TAX CREDITS

% of Remaining Tax
Post- Less Pre- Increased Assmt. Assessment City Tax Assessment City Tax Credits Upon
Construction Construction Assessment Eligible Eligible for Credit Eligible for Credit Stabilization of
Phased-In Base Year Due to for Tax Enterprise City Tax Amount Brownfield Amount for Total City Chapter 1B
Fiscal Tax Year Assessment Assessment Construction Credit Zone Credit Rate for EZ Credit Brownfield Tax Credits (9/30/2023)
Column No.: 1 2 3 4 5 6 7 8 9 10
Calculation: =1-2 =3x4 = 5 x 6 = (3 -5) x .70 =6x8 =7+9 = 10 (adj mos.)
7/1/2022-
Yr. 1 $5,362,487 $72,563 $5,289,924 0.80 $4,231,939 0.02248 $95,134 $740,589 $16,648 $111,782 $0
6/30/2023
7/1/2023-
Yr. 2 $6,032,797 $72,563 $5,960,234 0.80 $4,768,188 0.02248 $107,189 $834,433 $18,758 $125,947 $94,460
6/30/2024
7/1/2024-
Yr. 3 $6,703,108 $72,563 $6,630,545 0.80 $5,304,436 0.02248 $119,244 $928,276 $20,868 $140,111 $140,111
6/30/2025
7/1/2025-
Yr. 4 $6,870,686 $72,563 $6,798,123 0.80 $5,438,498 0.02248 $122,257 $951,737 $21,395 $143,652 $143,652
6/30/2026
7/1/2026-
Yr. 5 $7,042,453 $72,563 $6,969,890 0.80 $5,575,912 0.02248 $125,347 $975,785 $21,936 $147,282 $147,282
6/30/2027
7/1/2027-
Yr. 6 $7,218,514 $72,563 $7,145,951 0.70 $5,002,166 0.02248 $112,449 $1,500,650 $33,735 $146,183 $146,183
6/30/2028
7/1/2028-
Yr. 7 $7,398,977 $72,563 $7,326,414 0.60 $4,395,849 0.02248 $98,819 $2,051,396 $46,115 $144,934 $144,934
6/30/2029
A-257
7/1/2029-
Yr. 8 $7,583,952 $72,563 $7,511,389 0.50 $3,755,694 0.02248 $84,428 $2,628,986 $59,100 $143,528 $143,528
6/30/2030
7/1/2030-
Yr. 9 $7,773,551 $72,563 $7,700,988 0.40 $3,080,395 0.02248 $69,247 $3,234,415 $72,710 $141,957 $141,957
6/30/2031
7/1/2031-
Yr. 10 $7,967,889 $72,563 $7,895,326 0.30 $2,368,598 0.02248 $53,246 $3,868,710 $86,969 $140,215 $140,215
6/30/2032
Total: $1,242,323
Net Present Value of Remaining Tax Credits at a Discount Rate of 4.50%: $996,324
(Rounded): $1,000,000
Assumptions:

PARCEL E1 - TOTAL TAX CREDITS

Brownfield EZ Tax Credits Total Tax Credits
TC Upon TC Upon TC Upon
Stabilization of Stabilization of Stabilization of
Fiscal Tax Year Entire Project Entire Project Entire Project
(July 1-June 30) (9/30/2023) (9/30/2023) (9/30/2023)
7/1/2022-
Yr. 1 $0 $0 $0
6/30/2023
7/1/2023-
Yr. 2 $519,360 $94,460 $613,820
6/30/2024
7/1/2024-
Yr. 3 $770,310 $140,111 $910,421
6/30/2025
7/1/2025-
Yr. 4 $789,768 $143,652 $933,420
6/30/2026
7/1/2026-
Yr. 5 $809,712 $147,282 $956,994
6/30/2027
7/1/2027-
Yr. 6 $830,154 $146,183 $976,338
6/30/2028
A-258
7/1/2028-
Yr. 7 $851,108 $144,934 $996,042
6/30/2029
7/1/2029-
Yr. 8 $872,586 $143,528 $1,016,113
6/30/2030
7/1/2030-
Yr. 9 $894,600 $141,957 $1,036,557
6/30/2031
7/1/2031-
Yr. 10 $917,165 $140,215 $1,057,379
6/30/2032
Total: $7,254,762 $1,242,323 $8,497,085
Discounted: $5,780,610 $996,324 $6,776,934
(Rounded): $5,800,000 $1,000,000 $6,800,000

PARCEL E1B - GARAGE - ENTERPRIZE ZONE AND BROWNFIELD PROPERTY TAX CREDITS
Remaining Tax
Post- Less Pre- Increased Assessment City Tax Assessment City Tax Credits Upon
Construction Construction Assessment % of Assmt. Eligible for Credit Eligible for Credit Stabilization of
Phased-In Base Year Due to Eligible for Enterprise City Tax Amount Brownfield Amount for Total City Chapter 1B
Fiscal Tax Year Assessment Assessment Construction Tax Credit Zone Credit Rate for EZ Credit Brownfield Tax Credits (9/30/2023)
Column No.: 1 2 3 4 5 6 7 8 9 10
Calculation: =1-2 =3x4 =5x6 = (3 -5) x .70 =6x8 =7+9 = 10 (adj mos.)
7/1/2022-
Yr. 1 $23,694,072 $225,752 $23,468,320 0.80 $18,774,656 0.02248 $422,054 $3,285,565 $73,859 $495,914 $0
6/30/2023
7/1/2023-
Yr. 2 $26,655,831 $225,752 $26,430,079 0.80 $21,144,063 0.02248 $475,319 $3,700,211 $83,181 $558,499 $418,874
6/30/2024
7/1/2024-
Yr. 3 $29,617,590 $225,752 $29,391,838 0.80 $23,513,471 0.02248 $528,583 $4,114,857 $92,502 $621,085 $621,085
6/30/2025
7/1/2025-
Yr. 4 $30,358,030 $225,752 $30,132,278 0.80 $24,105,822 0.02248 $541,899 $4,218,519 $94,832 $636,731 $636,731
6/30/2026
7/1/2026-
Yr. 5 $31,116,980 $225,752 $30,891,229 0.80 $24,712,983 0.02248 $555,548 $4,324,772 $97,221 $652,769 $652,769
6/30/2027
7/1/2027-
Yr. 6 $31,894,905 $225,752 $31,669,153 0.70 $22,168,407 0.02248 $498,346 $6,650,522 $149,504 $647,850 $647,850
6/30/2028
7/1/2028-
Yr. 7 $32,692,277 $225,752 $32,466,526 0.60 $19,479,915 0.02248 $437,908 $9,090,627 $204,357 $642,266 $642,266
6/30/2029
7/1/2029-
A-259
Yr. 8 $33,509,584 $225,752 $33,283,833 0.50 $16,641,916 0.02248 $374,110 $11,649,341 $261,877 $635,987 $635,987
6/30/2030
7/1/2030-
Yr. 9 $34,347,324 $225,752 $34,121,572 0.40 $13,648,629 0.02248 $306,821 $14,331,060 $322,162 $628,983 $628,983
6/30/2031
7/1/2031-
Yr. 10 $35,206,007 $225,752 $34,980,255 0.30 $10,494,077 0.02248 $235,907 $17,140,325 $385,315 $621,221 $621,221
6/30/2032
Total: $5,505,767
(Rounded): $4,400,000
Assumptions:

PARCEL E5A - OFFICE-RETAIL - ENTERPRIZE ZONE AND BROWNFIELD PROPERTY TAX CREDITS
Remaining Tax
Phased-In Base Year Due to Eligible for Enterprise City Tax Amount for Brownfield Amount for Total City Chapter 1B
Fiscal Tax Year Assessment Assessment Construction Tax Credit Zone Credit Rate EZ Credit Brownfield Tax Credits (9/30/2023)
Column No.: 1 2 3 4 5 6 7 8 9 10
Calculation: =1-2 =3x4 =5x6 = (3 -5) x .70 =6 x 8 =7+9 = 10 (adj mos.)
7/1/2022-
Yr. 1 $52,834,004 $274,610 $52,559,395 0.80 $42,047,516 0.02248 $945,228 $7,358,315 $165,415 $1,110,643 $0
6/30/2023
7/1/2023-
Yr. 2 $59,438,255 $274,610 $59,163,645 0.80 $47,330,916 0.02248 $1,063,999 $8,282,910 $186,200 $1,250,199 $937,649
6/30/2024
7/1/2024-
Yr. 3 $66,042,506 $274,610 $65,767,896 0.80 $52,614,317 0.02248 $1,182,770 $9,207,505 $206,985 $1,389,755 $1,389,755
6/30/2025
7/1/2025-
Yr. 4 $67,693,568 $274,610 $67,418,959 0.80 $53,935,167 0.02248 $1,212,463 $9,438,654 $212,181 $1,424,643 $1,424,643
6/30/2026
7/1/2026-
Yr. 5 $69,385,907 $274,610 $69,111,298 0.80 $55,289,038 0.02248 $1,242,898 $9,675,582 $217,507 $1,460,405 $1,460,405
6/30/2027
7/1/2027-
Yr. 6 $71,120,555 $274,610 $70,845,945 0.70 $49,592,162 0.02248 $1,114,832 $14,877,649 $334,450 $1,449,281 $1,449,281
6/30/2028
7/1/2028-
Yr. 7 $72,898,569 $274,610 $72,623,959 0.60 $43,574,376 0.02248 $979,552 $20,334,709 $457,124 $1,436,676 $1,436,676
6/30/2029
A-260
7/1/2029-
Yr. 8 $74,721,033 $274,610 $74,446,424 0.50 $37,223,212 0.02248 $836,778 $26,056,248 $585,744 $1,422,522 $1,422,522
6/30/2030
7/1/2030-
Yr. 9 $76,589,059 $274,610 $76,314,449 0.40 $30,525,780 0.02248 $686,220 $32,052,069 $720,531 $1,406,750 $1,406,750
6/30/2031
7/1/2031-
Yr. 10 $78,503,786 $274,610 $78,229,176 0.30 $23,468,753 0.02248 $527,578 $38,332,296 $861,710 $1,389,288 $1,389,288
6/30/2032
Total: $12,316,969
(Rounded): $9,900,000
Assumptions:
Assumed assessment upon completion during Second Quarter 2022, with first year tax credits beginning as of July 1, 2022.

PARCEL E5B- APARTMENTS (MARKET & SHORT-TERM)- BROWNFIELD PROPERTY TAX CREDITS
% of Remaining Tax
Post- Less Pre- Assmt. Assessment Credits Upon
Construction Construction Eligible Eligible for City Tax Stabilization of
Phased-In Base Year Eligible for Tax Brownfield City Tax Credit Chapter 1B
Fiscal Tax Year Assessment Assessment Assessment Credit Credit Rate Amount (9/30/2023)
Column No.: 1 2 3 4 5 6 7
7/1/2022-
Yr. 1 $29,553,896 $236,753 $29,317,143 0.70 $20,522,000 0.02248 $461,335 $0
6/30/2023
7/1/2023-
Yr. 2 $33,248,133 $236,753 $33,011,380 0.70 $23,107,966 0.02248 $519,467 $519,467
6/30/2024
7/1/2024-
Yr. 3 $36,942,370 $236,753 $36,705,617 0.70 $25,693,932 0.02248 $577,600 $577,600
6/30/2025
7/1/2025-
Yr. 4 $37,865,929 $236,753 $37,629,176 0.70 $26,340,423 0.02248 $592,133 $592,133
6/30/2026
7/1/2026-
Yr. 5 $38,812,578 $236,753 $38,575,825 0.70 $27,003,077 0.02248 $607,029 $607,029
6/30/2027
7/1/2027-
Yr. 6 $39,782,892 $236,753 $39,546,139 0.70 $27,682,297 0.02248 $622,298 $622,298
6/30/2028
A-261
7/1/2028-
Yr. 7 $40,777,464 $236,753 $40,540,711 0.70 $28,378,498 0.02248 $637,949 $637,949
6/30/2029
7/1/2029-
Yr. 8 $41,796,901 $236,753 $41,560,148 0.70 $29,092,103 0.02248 $653,990 $653,990
6/30/2030
7/1/2030-
Yr. 9 $42,841,823 $236,753 $42,605,070 0.70 $29,823,549 0.02248 $670,433 $670,433
6/30/2031
7/1/2031-
Yr. 10 $43,912,869 $236,753 $43,676,116 0.70 $30,573,281 0.02248 $687,287 $687,287
6/30/2032
Total: $5,568,186
(Rounded): $4,450,000
Assumptions:

PARCEL E5B - RETAIL - ENTERPRIZE ZONE AND BROWNFIELD PROPERTY TAX CREDITS
% of Remaining Tax
Column No.: 1 2 3 4 5 6 7 8 9 10
Calculation: =1-2 =3x4 = 5 x 6 = (3 -5) x .70 =6x8 =7+9 = 10 (adj mos.)
7/1/2022-
Yr. 1 $1,217,024 $8,238 $1,208,786 0.80 $967,029 0.02248 $21,739 $169,230 $3,804 $25,543 $0
6/30/2023
7/1/2023-
Yr. 2 $1,369,152 $8,238 $1,360,914 0.80 $1,088,731 0.02248 $24,475 $190,528 $4,283 $28,758 $21,568
6/30/2024
7/1/2024-
Yr. 3 $1,521,280 $8,238 $1,513,042 0.80 $1,210,434 0.02248 $27,211 $211,826 $4,762 $31,972 $31,972
6/30/2025
7/1/2025-
Yr. 4 $1,559,312 $8,238 $1,551,074 0.80 $1,240,859 0.02248 $27,895 $217,150 $4,882 $32,776 $32,776
6/30/2026
7/1/2026-
Yr. 5 $1,598,295 $8,238 $1,590,057 0.80 $1,272,045 0.02248 $28,596 $222,608 $5,004 $33,600 $33,600
6/30/2027
7/1/2027-
Yr. 6 $1,638,252 $8,238 $1,630,014 0.70 $1,141,010 0.02248 $25,650 $342,303 $7,695 $33,345 $33,345
6/30/2028
7/1/2028-
Yr. 7 $1,679,209 $8,238 $1,670,970 0.60 $1,002,582 0.02248 $22,538 $467,872 $10,518 $33,056 $33,056
6/30/2029
A-262
7/1/2029-
Yr. 8 $1,721,189 $8,238 $1,712,951 0.50 $856,475 0.02248 $19,254 $599,533 $13,477 $32,731 $32,731
6/30/2030
7/1/2030-
Yr. 9 $1,764,219 $8,238 $1,755,980 0.40 $702,392 0.02248 $15,790 $737,512 $16,579 $32,369 $32,369
6/30/2031
7/1/2031-
Yr. 10 $1,808,324 $8,238 $1,800,086 0.30 $540,026 0.02248 $12,140 $882,042 $19,828 $31,968 $31,968
6/30/2032
Total: $283,385
(Rounded): $250,000
Assumptions:

PARCEL E5B - TOTAL TAX CREDITS

TC Upon TC Upon TC Upon
Fiscal Tax Year Entire Project Entire Project Entire Project
(July 1-June 30) (9/30/2023) (9/30/2023) (9/30/2023)
7/1/2022-
Yr. 1 $0 $0 $0
6/30/2023
7/1/2023-
Yr. 2 $519,467 $21,568 $541,035
6/30/2024
7/1/2024-
Yr. 3 $577,600 $31,972 $609,572
6/30/2025
7/1/2025-
Yr. 4 $592,133 $32,776 $624,909
6/30/2026
7/1/2026-
Yr. 5 $607,029 $33,600 $640,629
6/30/2027
7/1/2027-
Yr. 6 $622,298 $33,345 $655,643
6/30/2028
A-263
7/1/2028-
Yr. 7 $637,949 $33,056 $671,004
6/30/2029
7/1/2029-
Yr. 8 $653,990 $32,731 $686,722
6/30/2030
7/1/2030-
Yr. 9 $670,433 $32,369 $702,802
6/30/2031
7/1/2031-
Yr. 10 $687,287 $31,968 $719,255
6/30/2032
Total: $5,568,186 $283,385 $5,851,572
Discounted: $4,457,668 $227,280 $4,684,948
(Rounded): $4,450,000 $250,000 $4,700,000

PARCEL E6- APARTMENTS- BROWNFIELD PROPERTY TAX CREDITS

% of Remaining Tax
Post- Less Pre- Assmt. Assessment Credits Upon
Construction Construction Eligible Eligible for City Tax Stabilization of
Phased-In Base Year Eligible for Tax Brownfield City Tax Credit Chapter 1B
Fiscal Tax Year Assessment Assessment Assessment Credit Credit Rate Amount (9/30/2023)
Column No.: 1 2 3 4 5 6 7
7/1/2022-
Yr. 1 $62,038,757 $339,267 $61,699,490 0.70 $43,189,643 0.02248 $970,903 $0
6/30/2023
7/1/2023-
Yr. 2 $69,793,602 $339,267 $69,454,335 0.70 $48,618,035 0.02248 $1,092,933 $819,700
6/30/2024
7/1/2024-
Yr. 3 $77,548,446 $339,267 $77,209,180 0.70 $54,046,426 0.02248 $1,214,964 $1,214,964
6/30/2025
7/1/2025-
Yr. 4 $79,487,157 $339,267 $79,147,891 0.70 $55,403,524 0.02248 $1,245,471 $1,245,471
6/30/2026
7/1/2026-
Yr. 5 $81,474,336 $339,267 $81,135,070 0.70 $56,794,549 0.02248 $1,276,741 $1,276,741
6/30/2027
7/1/2027-
Yr. 6 $83,511,195 $339,267 $83,171,928 0.70 $58,220,350 0.02248 $1,308,793 $1,308,793
6/30/2028
A-264
7/1/2028-
Yr. 7 $85,598,975 $339,267 $85,259,708 0.70 $59,681,796 0.02248 $1,341,647 $1,341,647
6/30/2029
7/1/2029-
Yr. 8 $87,738,949 $339,267 $87,399,682 0.70 $61,179,778 0.02248 $1,375,321 $1,375,321
6/30/2030
7/1/2030-
Yr. 9 $89,932,423 $339,267 $89,593,156 0.70 $62,715,209 0.02248 $1,409,838 $1,409,838
6/30/2031
7/1/2031-
Yr. 10 $92,180,733 $339,267 $91,841,467 0.70 $64,289,027 0.02248 $1,445,217 $1,445,217
6/30/2032
Total: $11,437,693
(Rounded): $9,100,000
Assumptions:

PARCEL E6- RETAIL - ENTERPRIZE ZONE AND BROWNFIELD PROPERTY TAX CREDITS
% of Remaining Tax
Column No.: 1 2 3 4 5 6 7 8 9 10
Calculation: =1-2 =3x4 = 5 x 6 = (3 -5) x .70 =6x8 =7+9 = 10 (adj. mos.)
7/1/2022-
Yr. 1 $3,334,183 $37,696 $3,296,487 0.80 $2,637,189 0.02248 $59,284 $461,508 $10,375 $69,659 $0
6/30/2023
7/1/2023-
Yr. 2 $3,750,956 $37,696 $3,713,260 0.80 $2,970,608 0.02248 $66,779 $519,856 $11,686 $78,466 $58,849
6/30/2024
7/1/2024-
Yr. 3 $4,167,729 $37,696 $4,130,033 0.80 $3,304,026 0.02248 $74,275 $578,205 $12,998 $87,273 $87,273
6/30/2025
7/1/2025-
Yr. 4 $4,271,922 $37,696 $4,234,226 0.80 $3,387,381 0.02248 $76,148 $592,792 $13,326 $89,474 $89,474
6/30/2026
7/1/2026-
Yr. 5 $4,378,720 $37,696 $4,341,024 0.80 $3,472,819 0.02248 $78,069 $607,743 $13,662 $91,731 $91,731
6/30/2027
7/1/2027-
Yr. 6 $4,488,188 $37,696 $4,450,492 0.70 $3,115,344 0.02248 $70,033 $934,603 $21,010 $91,043 $91,043
6/30/2028
7/1/2028-
Yr. 7 $4,600,393 $37,696 $4,562,697 0.60 $2,737,618 0.02248 $61,542 $1,277,555 $28,719 $90,261 $90,261
6/30/2029
A-265
7/1/2029-
Yr. 8 $4,715,403 $37,696 $4,677,706 0.50 $2,338,853 0.02248 $52,577 $1,637,197 $36,804 $89,382 $89,382
6/30/2030
7/1/2030-
Yr. 9 $4,833,288 $37,696 $4,795,592 0.40 $1,918,237 0.02248 $43,122 $2,014,148 $45,278 $88,400 $88,400
6/30/2031
7/1/2031-
Yr. 10 $4,954,120 $37,696 $4,916,424 0.30 $1,474,927 0.02248 $33,156 $2,409,048 $54,155 $87,312 $87,312
6/30/2032
Total: $773,724
(Rounded): $600,000
Assumptions:

PARCEL E6 - TOTAL TAX CREDITS

Remaining Tax
TC Upon TC Upon Credits Upon
Fiscal Tax Year Entire Project Entire Project Chapter 1B
(July 1-June 30) (6/1/2023) (6/1/2023) (9/30/2023)
7/1/2022-
Yr. 1 $0 $0 $0
6/30/2023
7/1/2023-
Yr. 2 $819,700 $58,849 $878,549
6/30/2024
7/1/2024-
Yr. 3 $1,214,964 $87,273 $1,302,236
6/30/2025
7/1/2025-
Yr. 4 $1,245,471 $89,474 $1,334,945
6/30/2026
7/1/2026-
Yr. 5 $1,276,741 $91,731 $1,368,473
6/30/2027
7/1/2027-
Yr. 6 $1,308,793 $91,043 $1,399,836
6/30/2028
A-266
7/1/2028-
Yr. 7 $1,341,647 $90,261 $1,431,908
6/30/2029
7/1/2029-
Yr. 8 $1,375,321 $89,382 $1,464,703
6/30/2030
7/1/2030-
Yr. 9 $1,409,838 $88,400 $1,498,238
6/30/2031
7/1/2031-
Yr. 10 $1,445,217 $87,312 $1,532,529
6/30/2032
Total: $11,437,693 $773,724 $12,211,418
Discounted: $9,113,992 $620,524 $9,734,516
(Rounded): $9,100,000 $600,000 $9,700,000

PARCEL E7 - OFFICE-RETAIL - ENTERPRIZE ZONE AND BROWNFIELD PROPERTY TAX CREDITS

Remaining Tax
Phased-In Base Year Due to Eligible for Enterprise City Tax Amount for Brownfield Amount for Total City Chapter 1B
Fiscal Tax Year Assessment Assessment Construction Tax Credit Zone Credit Rate EZ Credit Brownfield Tax Credits (9/30/2023)
Column No.: 1 2 3 4 5 6 7 8 9 10
Calculation: =1-2 =3x4 =5x6 = (3 -5) x .70 =6 x 8 =7+9 = 10 (adj mos.)
7/1/2022-
Yr. 1 $64,094,080 $448,984 $63,645,096 0.80 $50,916,077 0.02248 $1,144,593 $8,910,313 $200,304 $1,344,897 $0
6/30/2023
7/1/2023-
Yr. 2 $72,105,840 $448,984 $71,656,856 0.80 $57,325,485 0.02248 $1,288,677 $10,031,960 $225,518 $1,514,195 $1,135,647
6/30/2024
7/1/2024-
Yr. 3 $80,117,600 $448,984 $79,668,616 0.80 $63,734,893 0.02248 $1,432,760 $11,153,606 $250,733 $1,683,493 $1,683,493
6/30/2025
7/1/2025-
Yr. 4 $82,120,540 $448,984 $81,671,556 0.80 $65,337,245 0.02248 $1,468,781 $11,434,018 $257,037 $1,725,818 $1,725,818
6/30/2026
7/1/2026-
Yr. 5 $84,173,553 $448,984 $83,724,569 0.80 $66,979,655 0.02248 $1,505,703 $11,721,440 $263,498 $1,769,201 $1,769,201
6/30/2027
7/1/2027-
Yr. 6 $86,277,892 $448,984 $85,828,908 0.70 $60,080,236 0.02248 $1,350,604 $18,024,071 $405,181 $1,755,785 $1,755,785
6/30/2028
7/1/2028-
Yr. 7 $88,434,840 $448,984 $87,985,855 0.60 $52,791,513 0.02248 $1,186,753 $24,636,040 $553,818 $1,740,571 $1,740,571
6/30/2029
7/1/2029-
A-267
Yr. 8 $90,645,711 $448,984 $90,196,726 0.50 $45,098,363 0.02248 $1,013,811 $31,568,854 $709,668 $1,723,479 $1,723,479
6/30/2030
7/1/2030-
Yr. 9 $92,911,853 $448,984 $92,462,869 0.40 $36,985,148 0.02248 $831,426 $38,834,405 $872,997 $1,704,424 $1,704,424
6/30/2031
7/1/2031-
Yr. 10 $95,234,650 $448,984 $94,785,666 0.30 $28,435,700 0.02248 $639,235 $46,444,976 $1,044,083 $1,683,318 $1,683,318
6/30/2032
Total: $14,921,735
(Rounded): $11,950,000
Assumptions:

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY TAX CREDIT CONCLUSION
Tax Credit Conclusion

Present Value of Remaining Real Estate Tax Credits: We estimated the present value of the subject’s forecast Tax
Credits upon completion and stabilization of Chapter 1B forecast as of September 30, 2023 as will be discussed.
We discounted the estimated remaining tax credits for the subject to determine the net present value of these future
tax savings. In selecting the discount rate, we considered risks associated with potential future tax rate and
assessment changes. The selected discount rate is also reflective of general surety of the tax credit program over
the remaining tax credit period. The remaining tax credits are also transferable should the property sell in the future.
After discussions with local government officials, review of bond yields presented by the following table and investor
surveys discussed later in this report, we estimate an appropriate discount rate for the subject’s real estate tax
credits of 4.50 percent. Risks of future assessment increases are accounted for in the selection of the discount rate.
Bond Yields
Description Average
US Treasury Bonds (1)
3-Year 0.200%
5-Year 0.310%
7-Year 0.500%
10-Year 0.660%
20-Year 1.220%
30-Year 1.460%
Corporate Bonds
Moody's Seasoned Aaa 2.410%
Moody's Seasoned Baa 3.780%
BofA Merrill Lynch US Corp. BBB Effective Yield 3.030%
BofA Merrill Lynch US Corp. BB Effective Yield 5.020%
BofA Merrill Lynch US Corp. High Yield B Effective Yield 6.840%
(1) Source: Board of Governors of the Federal Reserve System
Survey Date: June 1, 2020
The net present value of the remaining tax credits Upon Completion and Stabilization of the entire Chapter 1B
project totals $47,450,000, rounded. We added the estimated present value of the remaining tax credits as an
adjustment to the value opinions determined later in this report.
TOTAL PROJECT TAX CREDITS

TC Upon Stabilization of Entire
Chapter 1B Parcel Chapter 1B (9/30/2023)
E1 $6,800,000
E1B $4,400,000
E5A $9,900,000
E5B $4,700,000
E6 $9,700,000
E7 $11,950,000
Total $47,450,000
After discussions with market participants, we reflected the subject’s actual estimated taxes excluding tax credits
in the Income Approach section, and then add the present value of the remaining tax credits to determine the market
value. Thus, some of the benefits of the subject’s tax credits are passed through to the tenants. We also considered
benefits of tax credits to the subject’s commercial space in our selection of investment rates and market rent
discussed later in this report.
A-268
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY ZONING
Zoning
General Information
Port Covington is fully entitled and has all zoning approvals, as the City of Baltimore approved the Port Covington
Master Plan, which allows 18.6 million square feet of commercial space, which includes Under Armour’s Global
Headquarters (3.9 million square feet). Excluding Under Armour’s headquarters, Port Covington’s 144-acres are
approved for multiple commercial uses, which include all of the proposed uses in the development plan submitted
by the developer. Furthermore, roughly 100 acres of the site is not bound by height or density requirements. As a
means of keeping the development organized and in line with the approved plan, the entire development is divided
into four sub-districts, which are depicted and described below.
ZONING MAP- PORT COVINGTON DISTRICT
Port Covington Waterfront (PC-1): This area includes the northeast portion
of the site’s shoreline and includes retail, open space, hotel, waterfront and
maritime uses such as the Tidewater Pier. The Sagamore Distillery is also
situated on the site and all of the uses are bound to a height limit of 100 feet.
The PC-1 subdistrict is illustrated in the image to the right.
A-269
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY ZONING
Port Covington East of Hanover Street (PC-2): This area allows

for residential, office, retail, hotels, open space and industrial uses,
along with a wide variety of retail uses. The industrial uses include
maker space, innovative manufacturing and light industrial uses.
The PC-2 sub-district has no setback requirements or height and
density requirements.
Port Covington West of Hanover Street (PC-3): The PC-3 sub-district is the most
flexible district of the four, allowing more industrial uses than the areas East of
Hanover Street. Although this sub district has a height limit of 200 feet, it allows more
flexibility to accommodate uses and structures that currently exist in the portion of the
plan, as it is the primary area for future chapters of the development. This area also
houses the redeveloped City Garage.
Port Covington Under Armour Campus (PC-4): This sub district will
accommodate the headquarters office and innovation space, the light
industrial needed for prototype development, as well as open space,
recreational facilities and other amenities for this unique campus. Height
limits are not proposed for this area.
Zoning Conclusions
The subject is fully entitled and has all zoning approvals. Therefore, we assume that Port Covington is approved
and will be fully built out as described in the information provided to us and in this Appraisal report. We note that
this appraisal is not intended to be a detailed determination of compliance, as that determination is beyond the
scope of this real estate appraisal assignment. If the reader has specific concerns or desires additional support, it
is highly recommended that local zoning personnel, or a zoning attorney, be contacted regarding more specific
information that might be applicable to the subject.
A-270
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY HIGHEST AND BEST USE
Valuation
Highest and Best Use
Highest and Best Use Definition
The Dictionary of Real Estate Appraisal, Sixth Edition (2015), a publication of the Appraisal Institute, defines the
highest and best use as:
The reasonably probable use of property that results in the highest value. The four criteria that
the highest and best use must meet are legal permissibility, physical possibility, financial
feasibility, and maximum productivity.
To determine the highest and best use we typically evaluate the subject site under two scenarios: as though vacant
land and as presently improved. In both cases, the property’s highest and best use must meet the four criteria
described above.
Highest and Best Use of Site as Vacant

Legally Permissible
The zoning regulations in effect at the time of the appraisal determine the legal permissibility of a potential use of
the subject site. As described in the Zoning section, the subject site is located within the Port Covington planned
zoning district and is zoned PC-1 and PC-2 by Baltimore City. The subject’s proposed uses are permitted in these
zonings including apartments, retail, office and parking garage. We are not aware of any further legal restrictions
that limit the potential uses of the subject. In addition, rezoning of the site is not likely due to the character of the
area.
Physically Possible
The physical possibility of a use is dictated by the size, shape, topography, availability of utilities, and any other
physical aspects of the site. The subject site contains 8.62 acres, or 375,666 square feet. The site is irregularly
shaped and level at street grade. It has good frontage, good access, and good visibility. The overall utility of the
site is considered to be good. All public utilities are available to the site including public water and sewer, gas,
electric and telephone. Overall, the site is considered adequate to accommodate most permitted development
possibilities.
Financially Feasible and Maximally Productive
In order to be seriously considered, a use must have the potential to provide a sufficient return to attract investment
capital over alternative forms of investment. A positive net income or acceptable rate of return would indicate that
a use is financially feasible. Financially feasible uses are those uses that can generate a profit over and above the
cost of acquiring the site, and constructing the improvements. Of the uses that are permitted, possible, and
financially feasible, the one that will result in the maximum value for the property is considered the highest and best
use.
The subject property is located within an urban infill area that benefits from its proximity to regional and local
transportation arteries and major employment centers including downtown Baltimore City. The local area is
improved with a mix of commercial, industrial and residential development. The subject’s proposed Port Covington
Development District has been designed as a mixed-use, “Work-Live-Play” development, with a location directly off
Interstate 95 with easy access to downtown Baltimore. As will be discussed, initial office pre-leases are at the top
end of the market.
A-271
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY HIGHEST AND BEST USE
Each of the subject’s proposed land uses, including apartment, office, garage and retail, is a financially feasible use
of the subject property as evidenced by continued demand, stabilized occupancy and rental rates achieved within
the subject’s market of competitive properties as previously discussed within the Market Study section of this report.
We have forecast future prospective development to continue once Chapter 1B is completed and stabilized, and
the project is well established. Given the prospective density of up to 18.6 million, we have forecast a 20 year
absorption period for the proposed project components within the Undeveloped Parcels as will be discussed.
Conclusion
We considered the legal issues related to zoning and legal restrictions. We also analyzed the physical
characteristics of the site to determine what legal uses would be possible, and considered the financial feasibility
of these uses to determine the use that is maximally productive. Considering the subject site’s physical
characteristics and location, as well as the state of the local market, it is our opinion that the Highest and Best Use
of the subject site as vacant is for development with a mixed-use development built to its maximum feasible building
area, as demand warrants.
Most Likely Buyer

The subject property is vacant land. Prospective buyers of the subject site As Is would be land developers and
institutional investors as evidenced by the current ownership.
A-272
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY VALUATION PROCESS
Valuation Process
Methodology
There are three generally accepted approaches to developing an opinion of value: Cost, Sales Comparison and
Income Capitalization. We considered each in this appraisal to develop an opinion of the market value of the subject
property. In appraisal practice, an approach to value is included or eliminated based on its applicability to the
property type being valued and the quality of information available. The reliability of each approach depends on the
availability and comparability of market data as well as the motivation and thinking of purchasers. The valuation
process is concluded by analyzing each approach to value used in the appraisal. When more than one approach
is used, each approach is judged based on its applicability, reliability, and the quantity and quality of its data. A final
value opinion is chosen that either corresponds to one of the approaches to value, or is a correlation of all the
approaches used in the appraisal.
Cost Approach - The Cost Approach is based on the proposition that an informed purchaser would pay no more
for the subject than the cost to produce a substitute property with equivalent utility. This approach is particularly
applicable when the property being appraised involves relatively new improvements which represent the Highest
and Best Use of the land; or when relatively unique or specialized improvements are located on the site for which
there are few improved sales or leases of comparable properties. In the Cost Approach, the appraiser forms an
opinion of the cost of all improvements, depreciating them to reflect any value loss from physical, functional and
external causes. Land value, entrepreneurial profit and depreciated improvement costs are then added, resulting
in an opinion of value for the subject property.
Sales Comparison Approach- In the Sales Comparison Approach, sales of comparable properties are adjusted
for differences to estimate a value for the subject property. A unit of comparison such as price per square foot of
building area or effective gross income multiplier is typically used to value the property. When developing an opinion
of land value the analysis is based on recent sales of sites of comparable zoning and utility, and the typical units of
comparison are price per square foot of land, price per acre, price per unit, or price per square foot of potential
building area. In each case, adjustments are applied to the unit of comparison from an analysis of comparable
sales, and the adjusted unit of comparison is then used to derive an opinion of value for the subject property.
Income Capitalization Approach- In the Income Capitalization Approach the income-producing capacity of a
property is estimated by using contract rents on existing leases and by estimating market rent from rental activity
at competing properties for the vacant space. Deductions are then made for vacancy and collection loss and
operating expenses. The resulting net operating income is divided by an overall capitalization rate to derive an
opinion of value for the subject property. The capitalization rate represents the relationship between net operating
income and value. This method is referred to as Direct Capitalization.
Related to the Direct Capitalization Method is the Yield Capitalization Method. In this method periodic cash flows
(which consist of net operating income less capital costs) and a reversionary value are developed and discounted
to a present value using an internal rate of return that is determined by analyzing current investor yield requirements
for similar investments.
Summary
This appraisal employs all three typical approaches to value: the Cost Approach, the Sales Comparison Approach
and the Income Capitalization Approach. Based on our analysis and knowledge of the subject property type and
relevant investor profiles, it is our opinion that all approaches would be considered meaningful and applicable in
developing a credible value conclusion. The Sales Comparison Approach was relied on to estimate land value for
the subject As Is and Upon Completion of Public Improvements. The Income Capitalization Approach was relied
on to estimate the prospective values upon completion and stabilization of Chapter 1B as will be discussed.
A-273
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION
Land Valuation
Methodology (As Is Value): The subject’s To-Be-Developed Parcels (Chapter 1B Parcels) and Undeveloped
Parcels within the Port Covington Special Tax District are currently vacant land. The Chapter 1B Parcels are
undergoing preliminary site development work and will benefit from the first tranche of TIF for infrastructure
improvements. The planned infrastructure improvements will include new public roadways, utilities and other site
improvements allowing for pad-ready development sites. Per the client’s request, we have valued the subject’s
Chapter 1B Parcels and Undeveloped Parcels As Is and upon completion of the planned Public Improvements to
be funded by TIF bonds, which is estimated for completion by April 30, 2022. For analysis purposes, we provide
separate value opinions for the Chapter 1B Parcels and Undeveloped Parcels.
The Sales Comparison Approach was used to develop an opinion of land value. Prices buyers have recently paid
for comparable sites by land use were analyzed. If the comparable is superior to the subject, a downward
adjustment was made to the comparable sale. If inferior, an upward adjustment was made.
The most widely used and market-oriented units of comparison for properties with characteristics similar to those
of the subject are as follows: multifamily land- price per allowable apartment unit; office and retail development-
price per allowable gross building area (GBA) square footage (SF); and hotel- price per key. The pricing for each
land use assumes adequate parking facilities will be developed and shared to support each project component.
The owner reports each project component within Chapter 1B will share parking facilities to be developed on Parcel
E1 by a right-of-use easement agreement.
In this section, we estimate the indicated land value for each proposed land use for Chapter 1B, and estimate land
values for the Undeveloped Parcels. For analysis purposes, we valued each of the subject’s project components
and provide an aggregate value of the entire Chapter 1B Parcels and Undeveloped Parcels, which is presented at
the end of this section. We also provide a land value opinion for each project component forecast upon completion
and stabilization of Chapter 1B forecast as of September 30, 2023, which is used in the following Cost Approach.
The major elements of comparison used to value the subject site include the property rights conveyed, the financial
terms incorporated into the transaction, the conditions or motivations surrounding the sale, changes in market
conditions since the sale, the location of the real estate, its utility and the physical characteristics of the property.
The comparables and our analysis are presented in the following sections for each project land use. Comparable
land sale data sheets are presented in the Addenda of this report. Due to the lack of recent comparable land sales
within the subject’s immediate Baltimore City market, we expanded our research of comparable land sales within
the greater Baltimore region, and made adjustment for location as appropriate. The comparables presented are the
best available land sales data we have confirmed within the Baltimore region as of the effective date of value.
Public Infrastructure Costs - TIF

Consideration of soft costs and site improvement costs completed to date by the developer of Chapter 1B, which
will be reimbursed by TIF bonds, is reflected our valuation opinions in the Site Condition adjustment category. As
discussed, the developer is seeking the first tranche of public bond financing to fund infrastructure costs supporting
Chapter 1B of the proposed development, which is estimated to total $112,249,443 as presented in this report. The
TIF monies will be used for new public roadways, walkways, public utilities and other infrastructure allowing for pad-
ready development sites within Chapter 1B forecast upon completion by April 30, 2022. The developer reports they
spent $33,653,201 to date on engineering, site work and other costs for Chapter 1B, which will be reimbursed by
the TIF bonds once issued. The budgeted off-site infrastructure costs for Chapter 1B as provided by the developer
is presented by the exhibit on the following page.
A-274
SERIES 2020 INFRASTRUCTURE PROJECT BUDGET
DESCRIPTION TOTAL $ AMOUNT TO‐DATE GO‐FORWARD NOTES
SOFT COSTS
Engineering and Architecture Fees $ 10,696,078 $ 10,101,316 $ 594,763 Including geotechnical engineer, environmental engineer, and landscape architect for
Series 2020 Project
Surveys, Testing, & Inspections 1,445,189 452,858 992,331 Surveys, City-Required Testing, Ongoing Monitoring for Compliance, and Inspections for
Series 2020 Project
Legal & Accounting 994,602 1,030,449 (35,847) Legal fees and expenses incurred for (i) contract negotiation and environmental
considerations for public improvements and (ii) legal representation in connection with the
passage of the TIF ordinances and memorandum of understanding negotiations and
related agreements and third-party accounting costs
Permit and Inspection Fees 9.0% 2,084,275 2,084,275 0 Permit fee of 9% paid to Baltimore City for Developer Agreement DA 1427-D/E
Payment and Performance Bond Premium 1.0% 273,691 273,691 - Bond premium for surety required under DA 1427-D/E
Permit Fees In Addition to DPW 9% Fee 450,000 178,584 271,416 Fee for COM2019-02161 and Associated Costs for Grading and Demolition of Existing
Rights-Of-Way for Public Improvements
SWM Bond Premium 205,537 - 205,537 SWM bond premium (required by DPW Developer Agreement DA 1427-E; based on cost
estimates)
Development & Construction Management 4.5% 4,827,249 - 4,827,249 Development and Construction Management for Chapter 1 Public Improvements
Fee comprised of 1.5% construction management and 3.0% development
Insurance 450,000 30,007 419,993 Owner-Held Commercial General Liability Premiums (required by DPW Developer
Agreement DA 1427-E)
Triangle Park (Soft Costs) 749,449 70,794 678,655 -
Cromwell Street Park (Soft Costs) 949,086 - 949,086 -
Sanitary Storage Tank (Soft Costs) 700,000 - 700,000 -
Cost Certifications and Inspections (TIF) 150,000 25,917 124,083 Third-party Review of Requisitions and Construction Progress, Cost Certifications, and
Inspections of Series 2020 Project
Soft Cost Contingency 4.8% 1,200,000 6,772 1,193,228 Contingency (unforseen conditions, etc.)
TOTAL SOFT COSTS $ 25,175,156 $ 14,254,662 $ 10,920,494
HARD COSTS
Preconstruction $ 443,738 $ 443,738 $ - Budgeting and logistics assistance
Site Preparation 13,597,519 6,343,962 7,253,558 Grading and site preparation for Chapter 1 Public Improvements
Dry Utilities 7,624,409 1,387,140 6,237,269 Conduit duct bank and associated installation for dry utilities within right-of-way as
permitted under DA 1427-E
Wet Utilities 14,099,326 2,926,724 11,172,602 Wet utilites within right-of-way as permitted under DA 1427-E
Site Improvements (Roads, Sidewalks) 10,054,727 - 10,054,727 Construction of roads and sidewalks under DA 1427-E including: West Peninsula Drive;
Banner Street; Anthem Street; Rye Street; Distillery Street; Tidewater Street; Atlas Street;
and realigned Cromwell Street.
Landscape & Amenities 6,128,518 75,484 6,053,034 Installation of landscape, planters, tree pits, bioretention facilities in right-of-way, benches,
bike racks, trash cans, signage, bollards, tree grates, railings as permitted under plans
associated with DA 1427-E
Bulkhead 4,940,827 4,458,455 482,372 Installation of hardened shoreline under grading permits COM2019-00609, COM2019-
00608, and Joint Permit Application with Army Corps of Engineers
Bike Path 1,557,660 576,630 981,030 Design, permitting, and installation of the Port Covington Bike Path project
General Conditions & Requirements, Fee, 10,969,939 2,400,049 8,569,890 Costs included within the WT GMP contract
Insurance, GC Contingency
Whiting-Turner (GC) Discretionary Fee 250,000 - 250,000 Portion of WT fee held for owner discretion
Construction Management Software and 175,000 4,260 170,740 Visual documentation, drawing storage, scheduling
Tools (Outside GMP)
Utility Fees (Outside GMP) 756,064 756,064 (0) Costs to BGE & Verizon for Relocation
Triangle Park (Hard Costs) 4,492,863 - 4,492,863 Triangle Park construction necessary prior to opening of the Initial Portfolio (Costs 2020 -
2021)
Cromwell Street Park (Hard Costs) 2,731,717 - 2,731,717 Cromwell Street Park construction necessary prior to opening of the Initial Portfolio (Costs
2020 - 2021)
Sanitary Storage Tank (Hard Costs) 3,500,000 - 3,500,000 Sanitary Storage Tank construction necessary prior to opening of the Initial Portfolio
(Costs 2020 - 2021)
Construction Contingency (Outside GMP) 8% 5,751,980 26,032 5,725,948 Contingency for CH1B Infrastructure only (Site security, impacted soil removal, timber pier,
unforseen conditions, etc.)
TOTAL HARD COSTS $ 87,074,287 $ 19,398,539 $ 67,675,749
TOTAL TIF ELIGIBLE COSTS $ 112,249,443 $ 33,653,201 $ 78,596,243
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Land Valuation – To Be Developed Parcels (Chapter 1B)

The following table provides a summary of proposed land uses for each parcel within Chapter 1B, which we used
as the basis to determine land value as presented in the following sections.
PORT COVINGTON- CHAPTER 1B- PROPERTY SUMMARY- TO BE DEVELOPED PARCELS
Land Total Retail Office Total GBA
Master Plan Area Apt. Apt. Bldg. Bldg. Bldg. Bldg. SF Parking
Parcel # Proposed Use/ Tenancy Acres FAR Units GBA SF GBA SF GBA SF Excl. Garage Spaces
Parcel E1/E1B Apts.- Mixed-Income, Retail Inline, Grocery, Garage 3.2250 1.59 162 182,695 40,403 - 223,098 1,023
Parcel E5A Office, Retail Inline 1.0984 4.62 - - 9,542 211,739 221,281 22
Parcel E5B Apts.- Short-Term Rental, Retail Inline 0.9969 3.05 121 126,675 5,780 - 132,455 -
Parcel E6 Apts.- Mixed-Income, Retail Inline 1.5079 4.46 254 276,905 15,835 - 292,740 -
Parcel E7 Office, Retail- Inline, Fitness Center 1.7959 3.48 - - 44,682 227,824 272,506 -
Totals: 8.6241 3.04 537 586,275 116,242 439,563 1,142,080 1,045
FAR- Floor Area Ratio (Excluding Garage SF) GBA SF- Gross Building Area Square Feet
As will be discussed in the following section, we valued the Undeveloped Parcels (future chapters) based on the
forecast land uses with consideration of the Port Covington Master Development Plan, the developer’s Alternative
Master Development Plan with The Baltimore Sun remaining, and Under Armour’s Planned Unit Development. Due
to the unique nature of the proposed developments, we base the future chapters’ valuation on the land value of
Chapter 1B determined herein. This is deemed appropriate as the Chapter 1B land value includes the benefits of
the TIF and various tax credits as well as entrepreneurial incentive. We also estimated a reasonable development
timeline and discounted the future land values at a rate commensurate with the risk for each proposed project within
the Port Covington development.
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION – APARTMENT LAND
Land Valuation – Apartment Land

Introduction
In this section, we determine the land value of the To Be Developed Parcels (Chapter 1B) by land use and present
the aggregate value of the entire Chapter 1B at the end of this section. The indicated land value for each project
component determined for Chapter 1B is used as the basis to estimate the land value for the subject’s Undeveloped
Parcels, which is presented in the following section.
Apartment Land Value

The subject’s proposed Chapter 1B development includes three apartment projects that total 537 units as reflected
by the exhibit on the prior page. The Undeveloped Parcels include eight proposed apartment projects within The
Baltimore Sun Parcels land area totaling 4,241 apartments, and one apartment project within the former AFP Site
in the West End section of the project.
The major elements of comparison used to value the subject’s land include the property rights conveyed, the
financial terms incorporated into the transaction, the conditions or motivations surrounding the sale, changes in
market conditions since the sale, the location of the real estate, its utility and the physical characteristics of the
property. The size of the site and required parking to support the development are reflected within the size/ density
adjustment category.
The comparables and our analysis are presented on the following pages. Comparable land sale data sheets are
presented in the Addenda of this report. The selected comparable land sales were the best data available that we
confirmed as of the effective date of this appraisal. There have been few recent comparable land sales within the
subject’s immediate market. The lack of recent comparable land sales is due in part to a limited supply of available
land of adequate size with entitlements (zoning) to support mixed-use development. According to one major
apartment developer in the region, there are barriers-to-entry for new construction within urban centers in the region.
Most land that is available with adequate land area and zoning to support apartment development has other “issues”
limiting its feasibility for prospective development such as environment issues, or require off-site improvements
such as utilities and roadway improvements to allow for development. These issues add additional costs and time
to a typical prospective mixed-use development.
In the subject’s case, a prospective buyer of the subject’s land would benefit from the approved Tax Increment
Financing (TIF) as discussed, which will fund all needed infrastructure costs to allow for pad-ready development
sites upon completion. Without the TIF, the subject’s proposed Chapter 1B development would not be financially
feasible as will be demonstrated by the indicated aggregate Land Value for Chapter 1B upon completion, which is
less than the estimated infrastructure costs. Per the Client’s request, we also provide a prospective market value
opinion of the subject’s land upon completion of Public Improvements, which is forecast as of April 30, 2022. This
valuation is presented at the end of this section. For analysis purposes, we also estimate the prospective market
value of the land upon completion and stabilization of Chapter 1B proposed building improvements.
The following pages reflect a summary table the apartment land sales used in our analysis and an accompanying
map, followed by adjustment grids for each project component and analysis.
A-277
SUMMARY OF APARTMENT LAND SALES

PROPERTY INFORMATION TRANSACTION INFORMATION
Size No. Of Sale
No. Location (Acres) Units Grantor Grantee Date Sale Price $/Unit Comments
1 The Caroline Apartment Site 0.18 31 AMK Holdings and Chasen Jan-20 $1,875,000 $60,484 This was the sale of the former Tutti Frutti ice cream factory located in the Fells Point neighborhood in Baltimore City. The site is
520 South Caroline Street KT Homes Construction and located mid-block along the west side of S Caroline Street, just north of Fleet Street and is proposed for redevelopment with a 5-
Baltimore, MD Development story, 31-unit apartment building containing 19,330 square feet of net rentable area and a 1,850 square foot ground level retail
space. There will be garage parking provided via an agreement with the adjacent property owned the Parking Authority of
Baltimore City. The buyer reported they bought everything "shovel ready" with development approvals in-place at the time of sale.
Construction was scheduled to begin in January 2020 with completion scheduled for July 2021. Upon completion, the $7.5 million
project will be known as The Caroline, with one and two-bedroom apartments and amenities including a courtyard, roof deck and
bike storage. The buyer reports the purchase price was $1.6 million, plus estimated costs to raze the existing building
improvements and clear the site for the proposed development will total $275,000. The total land costs, inclusive of demolition
costs, equates to $1,875,000, or $60,484 per unit.
2 The Collective at Canton Site 3.88 500 Refinery Canton, Confidential Aug-19 $20,000,000 $40,000 This is the pending sale of apartment land within a planned mixed-use development to be known as The Collective in Canton,
1200 South Haven Street LLC c/o 28 Walker located in the historic community of Canton in the eastern section of Baltimore City. The owner reported the site was not actively
Baltimore, MD Development marketed for sale. The owner selected the buyer due to certainty of the sale and quality of the development. The contract
purchaser originally planned to take down the 500-unit project in phases, but subsequently decided to acquire the entire site in
bulk. The sale is expected to close upon project approval and completion of site improvements estimated by the third week of
August, 2020. The site is part of an 11.8 acre project, which is proposed to be subdivided into five parcels and improved with a 500-
unit apartment complex with first floor parking and roof-top amenities; a 5-story apartment building with 75 co-living units and
12,000 sf of street-level retail space; a retail parcel with a 29,896 sf grocery store, 16,000 sf of inline retail space and a
freestanding branch bank; a 145-room hotel with a Marriott flag; and a 100,000 sf office building. The proposed project is located
within a designated U.S. Opportunity Zone. The site will also benefit from various real estate tax credit programs from Baltimore
City including Brownfield and Enterprise Zone Tax Credits. The site was historically used from the 1800s to 1957 for a petroleum
bulk storage tank field and petroleum storage in support of Exxon's Baltimore Main Terminal. The storage tanks had been removed
from the site and a portion of the site is undergoing environmental remediation.
3 Della Notte Site 0.89 380 WorkShop AvalonBay Oct-17 $12,500,000 $32,895 This was the sale of the former Della Notte site in the Little Italy neighborhood in downtown Baltimore City. The site is proposed for
801 Eastern Avenue Development Communities, Inc. development of a 23-story, 380 unit apartment building with 8,000 square feet of street-level retail space. The site is bounded by
Baltimore, MD Eastern Avenue and President and Fleet Streets, and is adjacent to the planned Harbor East development. The seller had been
the sole developer of the proposed project, but it brought in AvalonBay as a partner in the planned $130 million development. The
developer sold the land, but retained a development management agreement interest in the project.
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4 Federal Hill Apts Site 1.34 224 Harborview Limited The Bainbridge Oct-17 $10,375,000 $46,317 This was the sale of a narrow parcel of land located along the west side of Key Highway within the community of Federal Hill,
1100 Key Highway Partnership Companies which was acquired for apartment development. This was an off-market transaction, a direct deal between the buyer and seller.
Baltimore, MD The contract period was under a year. The property was zoned for the project and the buyer had obtained development approvals
prior to the sale. The buyer began site work for the proposed 224 unit apartment building within a month of closing.
5 Wheelhouse Site 0.23 32 The Berg 28 Walker Jun-17 $2,000,000 $62,500 This was the sale of a parcel of land located at the southwest corner of S. Charles Street and Cross Street, directly across from
1100 South Charles Street Corporation Development the Cross Street Market, within the historic neighborhood of Federal Hill in southern Baltimore. The site was acquired for
Baltimore, MD development of a mixed-use project known as the Wheelhouse, which includes a co-living building with 32 apartment units (90
beds) and about 5,500 square feet of ground floor retail space. The property was improved with a 4,000 square foot retail building
that was razed after the sale. The property was acquired with entitlements approved for the proposed development.
6 Hanover Cross Street Apts Site 2.33 299 Caves Valley The Hanover Jan-16 $16,445,000 $55,000 This was the purchase of two parcels of land located at the southwest quadrant of W. Cross Street and Race Street within the
101 West Cross Street Partners Company South Baltimore neighborhood of Sharp-Leadenhall. The site is located just east of the Interstate 395 overpass and M&T Bank
Baltimore, MD Ravens Stadium. The assembled parcels were partially improved with industrial buildings at time of sale, which were razed for
development of a 6-story, 299-unit mid-rise apartment building with street level retail space and a structured parking garage. The
purchase agreement was signed in December 2014, which was contingent on the buyer receiving entitlement approval from
Baltimore City to develop the proposed project. Pricing was based on $55,000 per apartment unit. The retail space is forecast to
generate about 10 percent of the net operating income upon stabilization. The project broke ground during the 2Q-2016 and was
completed in September 2017.
STATISTICS
Low 0.18 31 Jan-16 $1,875,000 $32,895
High 3.88 500 Jan-20 $20,000,000 $62,500
Average 1.47 244 Feb-18 $10,532,500 $49,533

APARTMENT LAND SALE LOCATION MAP

A-279

PARCEL E1- APARTMENT LAND SALE ADJUSTMENT GRID

Economic Adjustments (Cumulative) Property Characteristic Adjustments (Additive)
Property Other - Site
Price Per Rights Conditions Market(1) Per Unit Public Condition/ Adj. Price Per
No. Unit Conveyed of Sale Financing Conditions Subtotal Location Size / Density Utilities Utility(2) Entitlements Unit Overall
1 $60,484 Fee Simple Arm's-Length None Inferior $60,664 Similar Smaller Similar Similar Superior $49,745 Superior
1/20 0.0% 0.0% 0.0% 0.3% 0.3% 0.0% -15.0% 0.0% 0.0% -3.0% -18.0%
2 $40,000 Fee Simple Arm's-Length None Inferior $40,608 Similar Larger Similar Inferior Superior $49,542 Inferior
8/19 0.0% 0.0% 0.0% 1.5% 1.5% 0.0% 10.0% 0.0% 15.0% -3.0% 22.0%
3 $32,895 Fee Simple Arm's-Length None Inferior $34,882 Similar Larger Similar Inferior Inferior $47,090 Inferior
10/17 0.0% 0.0% 0.0% 6.0% 6.0% 0.0% 5.0% 0.0% 15.0% 15.0% 35.0%
4 $46,317 Fee Simple Arm's-Length None Inferior $49,115 Similar Similar Similar Inferior Superior $50,097 Inferior
10/17 0.0% 0.0% 0.0% 6.0% 6.0% 0.0% 0.0% 0.0% 5.0% -3.0% 2.0%
6/17 0.0% 0.0% 0.0% 6.9% 6.9% 0.0% -15.0% 0.0% 0.0% -3.0% -18.0%
6 $55,000 Fee Simple Arm's-Length None Inferior $61,002 Similar Similar Similar Similar Superior $48,802 Superior
1/16 0.0% 0.0% 0.0% 10.9% 10.9% 0.0% 0.0% 0.0% 0.0% -20.0% -20.0%
$32,895 - Low Low - $47,090

$62,500 - High High - $54,796
A-280
$49,533 - Average Average - $50,012

(1) Market Conditions Adjustment Footnote (2) Utility Footnote
See Variable Growth Rate Assumptions Table Utility includes shape, access, frontage and visibility, views, walkability, parking, etc.
Date of Value (for adjustment calculations): 6/1/2020
Variable Growth Rate Assumptions

Starting Growth Rate: 2.5%
Inflection Point 1 (IP1): 3/11/2020
Change After IP1: 0.0%

PARCEL E5B- APARTMENT LAND SALE ADJUSTMENT GRID

(2)
No. Unit Conveyed of Sale Financing Conditions Subtotal Location Size / Density Utilities Utility Entitlements Unit Overall
1 $60,484 Fee Simple Arm's-Length None Inferior $60,664 Similar Smaller Similar Similar Similar $51,565 Superior
1/20 0.0% 0.0% 0.0% 0.3% 0.3% 0.0% -15.0% 0.0% 0.0% 0.0% -15.0%
2 $40,000 Fee Simple Arm's-Length None Inferior $40,608 Similar Larger Similar Inferior Similar $50,760 Inferior
8/19 0.0% 0.0% 0.0% 1.5% 1.5% 0.0% 10.0% 0.0% 15.0% 0.0% 25.0%
10/17 0.0% 0.0% 0.0% 6.0% 6.0% 0.0% 5.0% 0.0% 15.0% 15.0% 35.0%
4 $46,317 Fee Simple Arm's-Length None Inferior $49,115 Similar Similar Similar Inferior Similar $51,571 Inferior
10/17 0.0% 0.0% 0.0% 6.0% 6.0% 0.0% 0.0% 0.0% 5.0% 0.0% 5.0%
5 $62,500 Fee Simple Arm's-Length None Inferior $66,825 Similar Smaller Similar Similar Similar $56,801 Superior
6/17 0.0% 0.0% 0.0% 6.9% 6.9% 0.0% -15.0% 0.0% 0.0% 0.0% -15.0%
6 $55,000 Fee Simple Arm's-Length None Inferior $61,002 Similar Larger Similar Similar Superior $54,902 Superior
1/16 0.0% 0.0% 0.0% 10.9% 10.9% 0.0% 5.0% 0.0% 0.0% -15.0% -10.0%
$32,895 - Low Low - $47,090

$62,500 - High High - $56,801
A-281



PARCEL E6- APARTMENT LAND SALE ADJUSTMENT GRID

(2)
No. Unit Conveyed of Sale Financing Conditions Subtotal Location Size / Density Utilities Utility Entitlements Unit Overall
1/20 0.0% 0.0% 0.0% 0.3% 0.3% 0.0% -15.0% 0.0% 0.0% -3.0% -18.0%
2 $40,000 Fee Simple Arm's-Length None Inferior $40,608 Similar Larger Similar Inferior Superior $45,481 Inferior
8/19 0.0% 0.0% 0.0% 1.5% 1.5% 0.0% 10.0% 0.0% 15.0% -13.0% 12.0%
10/17 0.0% 0.0% 0.0% 6.0% 6.0% 0.0% 5.0% 0.0% 15.0% 15.0% 35.0%
4 $46,317 Fee Simple Arm's-Length None Inferior $49,115 Similar Similar Similar Inferior Superior $47,641 Superior
10/17 0.0% 0.0% 0.0% 6.0% 6.0% 0.0% 0.0% 0.0% 10.0% -13.0% -3.0%
6/17 0.0% 0.0% 0.0% 6.9% 6.9% 0.0% -15.0% 0.0% 0.0% -13.0% -28.0%
6 $55,000 Fee Simple Arm's-Length None Inferior $61,002 Similar Larger Similar Similar Superior $48,802 Superior
1/16 0.0% 0.0% 0.0% 10.9% 10.9% 0.0% 5.0% 0.0% 0.0% -25.0% -20.0%
$32,895 - Low Low - $45,481

$62,500 - High High - $49,745
A-282



Discussion of Adjustments
Property Rights Conveyed: The property rights conveyed in a transaction typically have an impact on the sale
price of a property. Acquiring the fee simple interest implies that the buyer is acquiring the full bundle of rights.
Acquiring a leased fee interest typically means that the property being acquired is encumbered by at least one
lease, which is a binding agreement transferring rights of use and occupancy to the tenant. A leasehold interest
involves the acquisition of a lease, which conveys the rights to use and occupy the property to the buyer for a finite
period of time. At the end of the lease term, there is typically no reversionary value to the leasehold interest. Since
we are valuing the fee simple interest in the subject’s land as reflected by each of the comparables, an adjustment
for property rights is not required.
Conditions of Sale: Adjustments for conditions of sale usually reflect the motivations of the buyer and the seller.
In many situations the conditions of sale may significantly affect transaction prices. However, all sales used in this
analysis are considered to be "arms-length" market transactions between both knowledgeable buyers and sellers
on the open market. Therefore, no adjustments were required.
Financial Terms: The financial terms of a transaction can have an impact on the sale price of a property. A buyer
who purchases an asset with favorable financing might pay a higher price, as the reduced cost of debt creates a
favorable debt coverage ratio. A transaction involving above-market debt will typically involve a lower purchase
price tied to the lower equity returns after debt service. We analyzed all of the transactions to account for atypical
financing terms. To the best of our knowledge, all of the sales used in this analysis were accomplished with cash
or market-oriented financing. Therefore, no adjustments were required.
Market Conditions: The subject’s market was researched for recent comparable land sales. For additional support,
market participants were surveyed and investor surveys were reviewed for current return requirements for land
developments to support a market conditions adjustment for land sales. The additional investment risk to land
investors/ developers associated with the economic uncertainties of the current marketplace is evidenced by the
lack of recent comparable land sales. Investor return requirements for land developments reflect risks associated
with forecast absorption and costs of carry during the holding period. It can be inferred that as investor return
requirements increase, land values will decrease, and as investor return requirements decrease, land values will
increase.
The following table reflects historical investor return requirements (non-leveraged internal rates of return) for the
National Development Land Market as referenced in the PwC Real Estate Investor Survey:
National Development Land Market

2016-4Q 2017-2Q 2017-4Q 2018-2Q 2018-4Q 2019-2Q 2019-4Q
Unleveraged IRR Low: 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00%
Unleveraged IRR High: 20.00% 20.00% 20.00% 20.00% 20.00% 20.00% 20.00%
Unleveraged IRR Average: 15.50% 16.00% 15.40% 15.40% 15.80% 15.50% 15.90%
Source: PwC Real Estate Investor Survey- Semi-Annual National Development Land Market Survey
Reported discount rates on an unleveraged basis, including developers' profit for the national development land
market, averaged 15.90 percent as of fourth quarter 2019. Land discount rates held relatively steady over the past
year, prior to the COVID-19 pandemic, reflecting a 10 basis point increase from the year-end 2018 survey. The
reported average IRR assumes that entitlements are in place. Without entitlements in place, certain investors
increase the discount rate between 100 and 1,500 basis points (an average increase of 500 basis points). Surveyed
national land investors indicate market fundamentals are forecast to improve over the next twelve months resulting
in increased in land values.
A-283
The comparable land sales occurred between January 2016 and January 2020. The sales occurred prior to the
recent economic impact of the COVID-19 pandemic. As the market has improved over this time period, we applied
an annual adjustment of 2.5 percent through the inflection point of March 11, 2020, the date of the announcement
by the World Health Organization confirming the COVID-19 global pandemic, and no change in land values
thereafter forecast through the effective date of value As Is (June 1, 2020). In addition, we reflect no change in land
values for 24 months from the effective date of value As Is, or through May 31, 2022, which includes the prospective
date of completion of Public Improvements (April 30, 2022). We forecast an annual appreciation rate of 2.5 percent
for land values from June 1, 2022 through the prospective date upon completion and stabilization of Chapter 1B
(September 30, 2023) as local market fundamentals are forecast to recover from the COVID-19 pandemic.
Location: An adjustment for location is required when the locational characteristics of a comparable property differ
from those of the subject property. No adjustment for location is required as each of the comparables are located
within comparable submarkets within Baltimore City.
Size / Density: The adjustment for size generally reflects the inverse relationship between unit price and lot size.
Smaller lots tend to sell for higher unit prices than larger lots, and vice versa. Therefore, upward adjustments were
made to larger land parcels, and downward adjustments were made to smaller land parcels. The subject’s proposed
apartment projects that are part of the To Be Developed parcels include Parcel E1 with 162 units, Parcel E5B with
121 units and Parcel E6 with 254 units. As previously discussed, we also considered the impact of density on
parking requirements, with attributable density for the subject’s parking garage reflected within Parcel E1. We
assume each of the subject’s project components will have right-of-use to the subject’s parking garage to
adequately support the proposed developments. Based on our review of comparables and discussions with market
participants, the land sales with material differences in project size (density) were adjusted accordingly.
Public Utilities: The availability of public utilities has a significant impact on the value of a property. Municipal utility
providers often, but not always, provide utilities such as gas, water, electric, sewer, and telephone. It is therefore
important to understand any differences that may exist in the availability of public utilities to the subject property
and its comparables. All of the sales, like the subject (to be paid by TIF bonds and completed prior to completion
of planned improvements), had full access to public utilities. Therefore, no adjustments were required.
Utility: This adjacent category considers the site shape, access (roadway and public transportation), frontage and
visibility and walkability, as well as amenities such as waterfront views. The subject’s parcels are adequately shaped
to accommodate typical building improvements and will offer good access and visibility from adjacent roadways.
Adjustments were made where a comparable was considered to have superior or inferior site utility.
Other- Site Condition/ Entitlements Status: In some cases, other variables will have an impact on the price of a
land transaction. Examples include soil or slope conditions, restrictive zoning, easements, wetlands or external
influences, entitlement status and site condition.
We considered the subject’s proposed entitlements within this adjustment category. Two of the subject’s three
apartment buildings will include an affordable housing component including Parcel E6- 54 units (21 percent of the
apartment units) and Parcel E1- 35 units (22 percent of the apartment units). The affordable housing units within
Parcel E1 will be restricted to tenants earning not more than 80 percent of the Area Median Income (AMI), and the
affordable housing units within Parcel E6 will be restricted to 50 percent of the AMI. None of the comparables
reportedly reflect affordable housing units.
We provide a separate allocation of land value for the subject’s retail component, which is presented in the following
section. Each of the subject’s apartment buildings will include street-level retail space, which is excluded from the
apartment land value. We reflected adjustments to the comparables to exclude entitlements for retail space. Each
comparable is adjusted accordingly, if applicable.
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Conclusion of Land Value- Apartment Land

The adjustments applied to the comparable sales in the Land Sale Adjustment Chart reflect what we determined is
appropriate in the marketplace. Despite the subjectivity, the adjustments were considered reasonable and were
applied consistently.
Parcel E1: After a thorough analysis, the comparable land sales reflect adjusted unit values ranging from $47,090
per unit to $54,796 per unit, with an average of $50,012 per unit.
Parcel E5B: After a thorough analysis, the comparable land sales reflect adjusted unit values ranging from $47,090
Parcel E6: After a thorough analysis, the comparable land sales reflect adjusted unit values ranging from $45,481
The degree of adjustment for the comparable sales does not affect their reliability in reconciling a land value opinion
for each of the subject’s projects by the Sales Comparison Approach. In addition, we surveyed market participants
who indicated a range in land pricing from $40,000 to $60,000 per unit for apartment land, with pricing at the high-
end of the range for finished sites located proximate to employment centers and public transportation with
entitlements in-place. The slight variance in value opinions of the subject’s projects is driven mostly by the affordable
housing components as discussed, and location of the projects within the proposed Port Covington development.
Market Value As Is- Apartment Land
The concluded As-Is market value of the subject’s apartment land for each proposed project within Chapter 1B by
the Sales Comparison Approach, as of June 1, 2020, was:
LAND VALUE CONCLUSION- PARCEL Price

E1 - APARTMENT LAND Per Unit
Indicated Value $50,000
Unit Measure x 162
LAND VALUE CONCLUSION (ROUNDED) $8,100,000
$/Unit Basis $50,000

E5B - APARTMENT LAND Per Unit
Unit Measure x 121
Indicated Value $6,292,000

E6 - APARTMENT LAND Per Unit
Unit Measure x 254
A-285
Prospective Market Value Upon Completion and Upon Stabilization- Apartment Land
Per the client’s request, we also provide a prospective land value upon completion of Public Improvements and
upon completion and stabilization of the entire Chapter 1B project. As previously noted, we have assumed no
change in land values through May 31, 2022, and an appreciation rate of 2.5 percent per year thereafter through
the prospective date of completion and stabilization of Chapter 1B. The following tables provide the indicated
prospective market values of the subject’s apartment land per project component.
PROSPECTIVE LAND VALUE CONCLUSION - PARCEL E1- APARTMENT LAND

Prospective Market* Prospective Price
Prospective Land Values Date Conditions Land Value Rounded Per Unit
Prospective Value Upon Completion of Public Improvements: 4/30/2022 0.00% $8,100,000 $8,100,000 $50,000
Prospective Value Upon Stabilization (Chapter 1B): 9/30/2023 3.33% $8,370,000 $8,350,000 $51,543
* Forecast compound annual change in market conditions from the as is value date through prospective value dates
* Assumes no appreciation through May 31, 2022, then 2.5% per year thereafter
PROSPECTIVE LAND VALUE CONCLUSIONS - PARCEL E5B- APARTMENT LAND

Prospective Value Upon Completion of Public Improvements: 4/22 0.00% $6,292,000 $6,300,000 $52,066
Prospective Value Upon Stabilization (Chapter 1B): 9/23 3.33% $6,501,733 $6,500,000 $53,719
PROSPECTIVE LAND VALUE CONCLUSION - PARCEL E6- APARTMENT LAND

Prospective Value Upon Completion of Public Improvements: 4/22 0.00% $12,192,000 $12,200,000 $48,031
Prospective Value Upon Stabilization (Chapter 1B): 9/23 3.33% $12,598,400 $12,600,000 $49,606
A-286
PROPERTY LAND VALUATION – RETAIL LAND
Land Valuation – Retail Land

The subject’s Chapter 1B is proposed to be improved with 93,633 square feet of street-level retail space (net
rentable area). The retail space for each proposed project in Chapter 1B is reflected by the following table:
PORT COVINGTON- CHAPTER 1B- RETAIL SPACE SUMMARY

Retail Retail
Master Plan Bldg. Bldg.
Parcel # Address Proposed Use/ Tenancy GBA SF NRA SF
Parcel E1/E1B 250 Atlas Street Apts.- Mixed-Income, Retail Inline, Grocery 40,403 25,468
Parcel E5A 150 Cromwell Street Office, Retail Inline 9,542 9,542
Parcel E5B 2400 Anthem Street Apts.- Short-Term Rental, Retail Inline 5,780 4,407
Parcel E6 255 Atlas Street Apts.- Mixed-Income, Retail Inline 15,835 15,460
Parcel E7 301 Atlas Street Office, Retail- Inline, Fitness Center 44,682 38,756
Totals: 116,242 93,633
For analysis purposes, we have allocated the attributable retail land value to each of the parcels, which is presented
at the end of this section. The allocation of land value is the typical methodology used by developers of comparable
mixed-use projects. We used the same methodology for the subject’s office components presented in the following
section. We used the Sales Comparison Approach to develop an opinion of retail land value. The most widely used
and market-oriented unit of comparison for properties with characteristics similar to those of the subject is the price
per potential building area, or gross building area (GBA). In most cases for retail properties, GBA is generally in
line with the net rentable area (NRA). In the subject’s case, the ownership has allocated some non-rentable common
areas to the retail components, including hallways, mechanical rooms and loading areas, based on the design of
the mixed-use buildings. For analysis purposes, we used price per GBA square footage as the unit of comparison
for determining retail land value, and made appropriate adjustments for the subject’s added allocated common
areas within the Utility adjustment category as presented in this section.
All transactions used in this analysis are based on the most appropriate method used in the local market. We
searched for comparable retail land sales for new neighborhood centers (land used for grocery store and retail
inline space), as well as other retail land. A majority of the recent available retail land sales reflect sites purchased
for grocery store use, with some inline space. There have been few recent comparable land sales for retail use in
the subject’s market. The comparables presented are the best available land sales data we have confirmed within
the market as of the effective date of this appraisal.
presented in the Addenda of this report.
In this section we estimate the As-Is Value and make adjustments for the prospective market values upon
completion of Public Improvements and upon completion and stabilization of Chapter 1B, which are presented at
the end of this section.
The following pages reflect a summary table the retail land sales used in our analysis and an accompanying map,
followed by an adjustment grid analysis. One adjustment grid is used to estimate a market value for the subject’s
retail land, which is allocated to each project component as discussed.
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION – RETAIL LAND
SUMMARY OF RETAIL LAND SALES

Potential
Size Building Sale $/SF
No. Location (Acres) Area Proposed Use Grantor Grantee Date Sale Price Build. COMMENTS
1 Lidl Grocery Store Site 5.71 36,000 Retail- Douglas Lidl US LLC 7/17 $2,556,000 $71.00 This was the sale of a vacant parcel of land located at the northwest quadrant of Greenbelt Road
7500 Mission Drive Commercial Development (MD Route 193) and Mission Drive, within the community of Glenn Dale in northeast Prince
Glenn Dale, MD Corporation George's County, Maryland. The site is located along a heavily-traveled major thoroughfare, which
provides linkage to Capital Beltway (I-495) approximately two miles west of the site. The site was
cleared, graded and filled at the time of sale. The site was acquired by Lidl, a German discount
grocery chain for development of a freestanding grocery store. Though the acreage is a bit large for
a Lidl store, the site has some unusual features including a narrow width along the north side of the
site, which limited the full utility of the site for alternative use other than supporting parking. The
seller, Doug Jemal, has revamped the former adjacent Greentec office park, razing some buildings
and spurring new residential development in a project known as Glenn Dale Commons, which
attracted Lidl to the site.
2 Lidl Grocery Store Site 6.60 36,000 Retail- Catoctin Ventures, Lidl US Operations, 6/17 $2,800,000 $77.78 Lidl acquired the property to redevelop with one of their grocery stores. The structure on the parcel
623 S. Philadelphia Boulevard Commercial Inc. LLC was demolished following this transaction and the new Lidl store is projected to open in 2018. Lidl,
Aberdeen, MD a German-based grocery chain, is planning to open a store at the site of the former Short Stop
Beverage Barn. They have proposed a 36,000 square foot store on the parcel. The proposed
development was approved prior to the sale in 2016. The planned store will be oriented
perpendicular to South Philadelphia Boulevard, which was largely driven by stormwater
management accommodations.
3 Olney Center Parcel 3.55 58,437 Shopping Kahlil Natirboff Saul Centers, Inc. 3/17 $3,000,000 $51.34 This was the sale of the land under an existing shopping center, which had been separately owned
3410 Olney-Laytonsville Road Center and ground leased to the developer of the shopping center. The shopping center owner acquired
Olney, MD the land in fee simple. The property is located at the southwest quadrant of Georgia Avenue and
Olney-Laytonsville Road in the community of Olney in northern Montgomery County, a Suburban
Maryland bedroom community of Washington, D.C.
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4 Lidl Grocery Store Site 4.13 38,500 Retail- Doral Land LLC c/o Lidl U.S. Operations, 11/16 $3,200,000 $83.12 This was the sale of a vacant unimproved parcel of land purchased for development of a
7200 Marlboro Pike Commercial Tomas Rosenthal LLC freestanding Lidl grocery store. The site is located along the north side of Marlboro Pike, directly
District Heights, MD across from the Penn Mar Shopping Center, which is a 180,000 square foot community center. The
site was mostly cleared and at-grade with Marlboro Pike, which is a heavily-traveled major
thoroughfare.
5 Woodmore Towne Centre - Retail 5.59 97,400 Shopping DR Horton Inc. Woodmore Retail, 6/16 $9,375,978 $96.26 This was the sale of two parcels in the Woodmore Towne Centre that are part of the larger, 140-
2700 N Campus Way Center LLC acre mixed-use development. The retail component is anchored by Wegmans, Costco, JC Penney,
Glenarden, MD Best Buy and Petco, It's located at the interchange of I-495 and Landover Road (Rte. 202). The
sites were sold off for retail use and will be utilized as a 30,000 square foot Nordstrom Rack store,
development of which is underway. The sites are graded and have infrastructure (utilities, paved
streets) from the surrounding subdivision.
STATISTICS
Low 3.55 36,000 6/16 $2,556,000 $51.34
High 6.60 97,400 7/17 $9,375,978 $96.26
Average 5.12 53,267 2/17 $4,186,396 $75.90

RETAIL LAND SALE LOCATION MAP

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LAND SALE ADJUSTMENT GRID - RETAIL LAND

Other - Site
Price PSF Property PSF of Condition/ Adj. Price
of Rights Conditions Market(1) Building Public Entitlement PSF of
No. Building Conveyed of Sale Financing Conditions Subtotal Location Size Utilities Utility(2) Status Building Overall
1 $71.00 Fee Simple Arm's-Length None Inferior $75.86 Superior Similar Similar Superior Similar $60.69 Superior
7/17 0.0% 0.0% 0.0% 6.8% 6.8% -10.0% 0.0% 0.0% -10.0% 0.0% -20.0%
2 $77.78 Fee Simple Arm's-Length None Inferior $83.23 Similar Similar Similar Superior Superior $58.26 Superior
6/17 0.0% 0.0% 0.0% 7.0% 7.0% 0.0% 0.0% 0.0% -15.0% -15.0% -30.0%
3 $51.34 Fee Simple Arm's-Length None Inferior $55.30 Superior Similar Similar Similar Inferior $60.83 Inferior
3/17 0.0% 0.0% 0.0% 7.7% 7.7% -5.0% 0.0% 0.0% 0.0% 15.0% 10.0%
4 $83.12 Fee Simple Arm's-Length None Inferior $90.21 Superior Similar Similar Superior Superior $58.63 Superior
11/16 0.0% 0.0% 0.0% 8.5% 8.5% -10.0% 0.0% 0.0% -15.0% -10.0% -35.0%
5 $96.26 Fee Simple Arm's-Length None Inferior $105.68 Superior Similar Similar Superior Superior $63.41 Superior
6/16 0.0% 0.0% 0.0% 9.8% 9.8% -10.0% 0.0% 0.0% -15.0% -15.0% -40.0%
$51.34 - Low Low - $58.26

$96.26 - High High - $63.41
$75.90 - Average Average - $60.36
A-290

See Variable Growth Rate Assumptions Table Utility includes site shape, access, frontage, visibility, transit/walkability, common areas, etc.


Property Rights Conveyed: Each comparable reflects the fee simple interest. Thus, no adjustment is required.
Conditions of Sale: All sales used in this analysis are considered to be "arms-length" market transactions between
both knowledgeable buyers and sellers on the open market. Therefore, no adjustments were required.
Financial Terms: To the best of our knowledge, all of the sales used in this analysis were accomplished with cash
Market Conditions: The sales that are included in this analysis occurred between June 2016 and July 2017. There
were no more recent comparable retail land sales in the subject’s market that we confirmed. The sales occurred
prior to the recent economic impact of the COVID-19 pandemic. As the market has improved over this time period,
we applied an annual adjustment of 2.5 percent through the inflection point of March 11, 2020, the date of the
announcement by the World Health Organization confirming the COVID-19 global pandemic, and no change in land
values thereafter forecast through the effective date of value As Is (June 1, 2020). In addition, we reflect no change
in land values for 24 months from the effective date of value As Is, or through May 31, 2022, which includes the
prospective date of completion of Public Improvements (April 30, 2022). We forecast an annual appreciation rate
of 2.5 percent for land values from June 1, 2022 through the prospective date upon completion and stabilization of
Chapter 1B (September 30, 2023) as market fundamentals are forecast to recover from the COVID-19 pandemic.
Location: Comparables One, Three, Four and Five require downward adjustment for superior submarket location.
Size / Density: No adjustment for size/ density is required.
Public Utilities: All of the sales, like the subject, had full access to public utilities at the time of sale. Therefore, no
adjustments were required.
Site Utility: Comparables One, Two, Four and Five require downward adjustment for superior site utility.
Other- Site Condition/ Entitlement Status: Comparable Three requires upward adjustment for inferior site
condition and entitlement status in comparison to the subject. Comparables Two, Four and Five require downward
adjustment for superior site condition.
Conclusion of Retail Land Value

appropriate in the marketplace. The degree of adjustments required for the sales did not affect their reliability in
reconciling a land value opinion for the subject property. After a thorough analysis, the comparable land sales reflect
adjusted unit values ranging from $58.26 to $63.41 per square foot of gross building area, with an average of $60.36
per square foot of gross building area. For additional support, we interviewed developers, owners and brokers for
additional support in determination of land value for the subject.
Based on our analysis, the market value of the subject’s retail land is $60.00 per square feet of gross building area,
which is at the lower end of the market range. Once the subject’s proposed project is well-established and stabilized,
we would anticipate increased retail land values. We have estimated retail land values will appreciate at a rate of
2.5 percent per year from June 1, 2022 (24 months from the As Is Value date) through the prospective date of
stabilization for the project (*see Market Conditions Adjustment reflected in the table on the following page).
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The following table provides an allocation of the retail land area for each project component within Chapter 1B and
the prospective market land values upon stabilization of Chapter 1B allocated to each project component.
AS IS LAND VALUE CONCLUSIONS - RETAIL LAND

Port Covington - To Be Developed Parcels E1 E5A E5B E6 E7
As Is Value Date: 6/1/2020 6/1/2020 6/1/2020 6/1/2020 6/1/2020
Indicated Value (Price Per Building SF) $60.00 $60.00 $60.00 $60.00 $60.00
SQFT Measure x 40,403 x 9,542 x 5,780 x 15,835 x 44,682
Indicated Value As Is $2,424,180 $572,505 $346,800 $950,100 $2,680,936
LAND VALUE CONCLUSION (ROUNDED) $2,400,000 $550,000 $350,000 $950,000 $2,700,000
$/SF Basis $59.40 $57.64 $60.55 $59.99 $60.43
PROSPECTIVE VALUE CONCLUSIONS - RETAIL LAND
Prospective Date Upon Completion of Public Improvements 4/30/2022 4/30/2022 4/30/2022 4/30/2022 4/30/2022
Market Conditions Adjustment* 0.00% 0.00% 0.00% 0.00% 0.00%
Prospective Value Upon Completion of Public Improvements: $2,424,180 $572,505 $346,800 $950,100 $2,680,936
LAND VALUE CONCLUSION (ROUNDED) $2,400,000 $550,000 $350,000 $950,000 $2,700,000
$/SF Building Basis $59.40 $57.64 $60.55 $59.99 $60.43
Prospective Stabilization Date (Entire Project): 9/30/2023 9/30/2023 9/30/2023 9/30/2023 9/30/2023
Market Conditions Adjustment* 3.33% 3.33% 3.33% 3.33% 3.33%
Prospective Value Upon Stabilization: $2,504,986 $591,589 $358,360 $981,770 $2,770,300
LAND VALUE CONCLUSION (ROUNDED) $2,500,000 $600,000 $350,000 $1,000,000 $2,750,000
$/SF Building Basis $61.88 $62.88 $60.55 $63.15 $61.55
A-292
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION – OFFICE LAND
Land Valuation – Office Land

The subject property is proposed to be improved with two office buildings including Parcel E5A with 211,739 square
feet of office gross building area, and Parcel E7 with 227,824 square feet of office gross building area. We used
the Sales Comparison Approach to develop an opinion of office land value. The most widely used and market-
oriented unit of comparison for properties with characteristics similar to those of the subject is the price per square
foot of potential gross building area, also referred to in the market as price per square foot of allowable floor area
ratio (FAR). All transactions used in this analysis are based on the most appropriate method used in the local
market.
presented in the Addenda of this report. There have been few recent comparable office land sales with the subject’s
market. The comparables presented are the best available land sales data we have confirmed within the subject’s
market.
In this section we estimate the market value As-Is, and make adjustments for appreciation at the end of this section
through the prospective dates of completion of Public Improvements and upon completion and stabilization of
Chapter 1B.
The following pages reflect a summary table the comparable land sales used in our analysis and an accompanying
map, followed by an adjustment grid analysis. One adjustment grid is used to estimate a market value for the
subject’s office land, which is allocated to each project component and presented at the end of this section.
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SUMMARY OF OFFICE LAND SALES

Proposed
Size Building Sale $/SF
No. Location (Acres) Area Grantor Grantee Date Sale Price Build. COMMENTS
1 Kaiser Timonium Site 5.00 175,000 Baltimore County, Kaiser Permanente 8/18 $7,350,000 $42.00 This is the contract sale of the northern portion of the surface parking lot located adjacent to the Timonium Light Rail station. The
2323 Greenspring Drive Maryland site is located along the east side of Greenspring Drive, just north of an interchange with Interstate 83 and W. Timonium Road, in
Lutherville Timonium, MD Government the north-central section of Baltimore County. Approximately 5.000 acres of the 9.6175-acre parcel are planned to be subdivided
to allow for development of a medical office facility containing a minimum of 175,000 square feet of gross building area. The
remaining land area will be retained by Baltimore County and support a relocated bus loop/ drop-off and 400 parking spaces
supporting the adjacent Metropolitan Transit Administration (MTA) Light-Rail stop. Kaiser sub-ground leased the site for a 99-year
term from a land developer (TLR), which was approved by the Baltimore County Council on April 16, 2018. The Baltimore County
Board of Public Works approved the Consent Agreement to transfer the property to surplus land in June 2018, which will the local
jurisdiction to sell the land. The parcel will go through an estimated 2-year process to be declared surplus land by Baltimore
County (estimated by May 2020), at which point the ground lessor will have the option to purchase the parcel based on a fair
market price determined by an appraisal, which was priced at $7,350,000. Kaiser Permanente will have the option to have the
ground lease assigned to them after 13 months. If the site is declared surplus land by Baltimore County, Kaiser Permanente
would then either purchase the land (fee simple), or remain on the ground lease. The ground lease terms reportedly include an
annual ground lease rate of $2.42 per square foot of gross building area (minimum 175,000 square feet), which equates to
$423,500. Upon Surplus Designation by Baltimore County, Kaiser Permanente would pay the Ground Lessor $7,350,000 for the
subject property in fee simple.
2 Columbia Gateway- Parcel T-8 10.29 157,000 The Howard Kaiser Foundation 1/18 $10,300,000 $65.61 This was the sale of a vacant parcel of land located within Columbia Gateway, a 630-acre corporate business park located at the
8201 John McAdam Research and southwest quadrant of MD Route 175 and Interstate 95 in eastern Howard County, Maryland. The site is centrally located within
Columbia, MD Development the Baltimore-Washington Corridor. The property consists of a 10.287 acre +/- parcel of finished vacant land approved for
Corp. commercial development with an allowable building potential of up to 157,000 square feet +/-. The subject site had been cleared,
graded and filled and had direct roadway access from John McAdam Drive at the time of sale. John McAdam is a secondary
roadway within the Columbia Gateway development, which ends at a cul-de-sac fronting the parcel. The site also benefits from
direct frontage and visibility, but no access from MD Route 175, which is a heavily traveled commuter roadway that has an
interchange with Interstate 95 directly east of the site. The buyer was an owner-user which intends to development the site with a
medical office and healthcare-services facility. According to the seller and buyer broker, the sales price was based on a unit price
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of $1 million per acre.

3 Junction Crossing 3.59 101,200 Somerset St. John Properties 11/16 $4,000,000 $39.53 This was the sale of a vacant parcel located within the planned Annapolis Junction Town Center project, which is a mixed-use,
10170 Junction Drive Construction transit oriented development located adjacent to the Savage MARC rail station in Annapolis Junction, Maryland. The property is
Annapolis Junction, MD Company centrally located within the Baltimore-Washington Corridor proximate to an interchange of MD Route 32. The property was
acquired for development of a speculative 4-story, Class A office building containing +/- 101,200 square feet. The site was
considered finished and all entitlements were approved at the time of sale. The recorded purchase price of $13,791,334 was for
acquisition of a speculative office building in shell condition (no tenant improvement allowance), or about $136 per square foot of
building area. The indicated allocated land value was $4,000,000, or $39.53 per square foot of building area.
4 Columbia Gateway Office Site 4.50 70,000 Merkle, Inc. Corporate Office 6/14 $3,000,000 $42.86 This was the sale of a finished parcel of land located within the Columbia Gateway business park, centrally located within the
7005 Columbia Gateway Drive Properties Trust Baltimore-Washington Corridor. The site was excess land that the seller had previously acquired as part of their build-to-suit
Columbia, MD office/data center located adjacent to the property. The seller had approvals to expand their facility on this site with up to 70,000
square feet. The buyer, COPT, owns adjacent office properties within Columbia Gateway including low-rise and mid-rise office
buildings.
5 Annapolis Junction Business Park 5.82 129,000 Konterra Limited Boston Properties/ 4/14 $5,379,562 $41.70 This was the sale of a finished parcel of land located within the Annapolis Junction Business Park, which is centrally located
8201 Dorsey Run Road Partnership Konterra Realty JV within the Baltimore-Washington Corridor. The business park is located at the southwest quadrant of MD Routes 32 and 295 and
Annapolis Junction, MD is within three miles of Fort Meade and NSA. The buyer, a joint venture of Boston Properties and Konterra Realty, acquired the
finished site for development of a +/-129,000 square foot, four-story office building. The site is located proximate to the Savage
MARC Train Station.
6 Harbor Point Parcel 1.74 636,121 Honeywell Beatty 4/14 $23,525,000 $36.98 This is the land acquisition costs associated with development of a mixed-use development within the Harbor Point planned unit
1000 Wills Street International, Inc. Development development located along the Inner Harbor in downtown Baltimore City. The site was approved at the time of sale for
Baltimore, MD Group, LLC development of a mixed-use 21-story tower, which will include 477,182 square feet of office space, 38,497 square feet of retail
space, 103 apartment units (120,442 square feet) and a 750 space parking garage.
STATISTICS
Low 1.74 70,000 4/14 $3,000,000 $36.98
High 10.29 636,121 8/18 $23,525,000 $65.61
Average 5.16 211,387 1/16 $8,925,760 $44.78

OFFICE LAND SALE LOCATION MAP

A-295

OFFICE LAND SALE ADJUSTMENT GRID (PARCEL E5A and PARCEL E7)
Property PSF of Other- Site Adj. Price
(1)
Price PSF Rights Conditions Market Building Size / Public Condition/ PSF of
(2)
No. of Building Conveyed of Sale Financing Conditions Subtotal Location Density Utilities Utility Entitlements Building Overall
1 $42.00 Fee Simple Arm's-Length None Inferior $43.70 Inferior Similar Similar Similar Similar $45.89 Inferior
8/18 0.0% 0.0% 0.0% 4.1% 4.1% 5.0% 0.0% 0.0% 0.0% 0.0% 5.0%
2 $65.61 Fee Simple Arm's-Length None Inferior $69.25 Similar Similar Similar Superior Superior $45.01 Superior
1/18 0.0% 0.0% 0.0% 5.6% 5.6% 0.0% 0.0% 0.0% -15.0% -20.0% -35.0%
3 $39.53 Fee Simple Arm's-Length None Inferior $42.94 Similar Similar Similar Similar Similar $42.94 Similar
11/16 0.0% 0.0% 0.0% 8.6% 8.6% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
4 $42.86 Fee Simple Arm's-Length None Inferior $49.43 Similar Smaller Similar Similar Similar $44.49 Superior
6/14 0.0% 0.0% 0.0% 15.3% 15.3% 0.0% -10.0% 0.0% 0.0% 0.0% -10.0%
5 $41.70 Fee Simple Arm's-Length None Inferior $48.30 Similar Similar Similar Similar Similar $48.30 Similar
4/14 0.0% 0.0% 0.0% 15.8% 15.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
6 $36.98 Fee Simple Arm's-Length None Inferior $42.83 Similar Larger Similar Similar Similar $47.12 Inferior
4/14 0.0% 0.0% 0.0% 15.8% 15.8% 0.0% 10.0% 0.0% 0.0% 0.0% 10.0%
$36.98 - Low Low - $42.94

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$65.61 - High High - $48.30

$44.78 - Average Average - $45.62
See Variable Growth Rate Assumptions Table Utility includes shape, access (roadway, public transp.), frontage and visibility.


Market Conditions: The sales that are included in this analysis occurred between April 2014 and August 2018.
There were no more recent comparable retail land sales in the subject’s market that we confirmed. The sales
occurred prior to the recent economic impact of the COVID-19 pandemic. As the market has improved over this
time period, we applied an annual adjustment of 2.5 percent through the inflection point of March 11, 2020, the date
of the announcement by the World Health Organization confirming the COVID-19 global pandemic, and no change
in land values thereafter forecast through the effective date of value As Is (June 1, 2020). In addition, we reflect no
change in land values for 24 months from the effective date of value As Is, or through May 31, 2022, which includes
the prospective date of completion of Public Improvements (April 30, 2022). We forecast an annual appreciation
rate of 2.5 percent for land values from June 1, 2022 through the prospective date upon completion and stabilization
of Chapter 1B (September 30, 2023) as market fundamentals are forecast to recover from the COVID-19 pandemic.
Location: Comparable One requires upward adjustment for inferior submarket location.
Size / Density: Comparable Four requires downward adjustment for much smaller allowable building density as
compared to the subject and Comparable Six requires upward adjustment for much larger project size.
Site Utility: Comparable Two requires downward adjustment for superior site utility in comparison to the subject.
Other- Site Condition/ Entitlement Status: Comparable Two requires downward adjustment for superior site
condition and entitlements.
Conclusion of Office Land Value

adjusted unit values ranging from $42.94 to $48.30 per square foot, with an average of $45.62 per square foot of
potential building area. For additional support, we interviewed developers, owners and brokers for additional
support in determination of land value for the subject. Greatest reliance was placed on the most recent sale
transactions. Based on our analysis, the As Is market value of the subject’s office land is $45.00 per square feet of
gross building area.
We reflect no change in land values for 24 months from the effective date of value As Is. We have estimated retail
land values will appreciate at a rate of 2.5 percent per year from June 1, 2022 (24 months from the As Is Value
date) through the prospective date of stabilization for the project (*see Market Conditions Adjustment reflected in
the table on the following page).
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Office Land Value- As Is Value
AS IS LAND VALUE CONCLUSION - PARCEL E5A

Office Land
Value
Indicated Value (Price Per Building SF) $45.00
Building Area Measure x 211,739
Indicated Land Value $9,528,245
LAND VALUE CONCLUSION ROUNDED $9,550,000
$/Building Area Basis $45.10
AS IS LAND VALUE CONCLUSION - PARCEL E7

Office Land
Value
Indicated Value (Price Per Building SF) $45.00
Building Area Measure x 227,824
Indicated Land Value $10,252,068
LAND VALUE CONCLUSION ROUNDED $10,250,000
$/Building Area Basis $44.99
Office Land Value- Prospective Value
The following tables provide the allocation of office land area for each project component and the prospective
market land values upon completion of Public Improvements and upon completion and stabilization of Chapter 1B.
PROSPECTIVE LAND VALUE CONCLUSIONS- PARCEL E5A (OFFICE)

Prospective Market* Prospective Price Per
Prospective Land Values Date Conditions Land Value Rounded Building SF
Prospective Value Upon Completion of Planned Improvements: 4/22 0.00% $9,528,245 $9,550,000 $45.10
Prospective Value Upon Stabilization (Chapter 1B): 9/23 3.33% $9,845,854 $9,850,000 $46.52
PROSPECTIVE LAND VALUE CONCLUSIONS- PARCEL E7 (OFFICE)

Prospective Market* Prospective Price Per
Prospective Land Values Date Conditions Land Value Rounded Building SF
Prospective Value Upon Completion of Public Improvements: 4/22 0.00% $10,250,000 $10,250,000 $44.99
Prospective Value Upon Stabilization (Chapter 1B): 9/23 3.33% $10,487,011 $10,500,000 $46.09
Land Value Summary – To Be Developed Parcels (Chapter 1B)

The indicated aggregate land value of Chapter 1B is presented by the exhibit on the following page. The total
aggregate As Is Value of Chapter 1B equates to $53,350,000.
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION SUMMARY- TO BE DEVELOPED PARCELS (CHAPTER 1B)

No. of Units/ (Land Value) $ Per Unit / Public Improvements $ Per Unit / Stabilization $ Per Unit /
Value Date: GBA SF June 1, 2020 $ PSF GBA April 30, 2022 $ PSF GBA September 30, 2023 $ PSF GBA
Land Value- Retail (Grocery, Inline) 40,403 sf $2,400,000 $59.40 psf $2,400,000 $59.40 psf $2,500,000 $61.88 psf
Total Land Value $10,500,000 $10,500,000 $10,850,000
Parcel E5A
Total Land Value $10,100,000 $10,100,000 $10,450,000
Parcel E5B
Land Value- Multifamily (Apts. Short-Term) 121 units $6,300,000 $52,066 / Unit $6,300,000 $52,066 / Unit $6,500,000 $53,719 / Unit
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Total Land Value $6,650,000 $6,650,000 $6,850,000

Parcel E6
Land Value- Retail (Inline) 15,835 sf $950,000 $59.99 psf $950,000 $59.99 psf $1,000,000 $63.15 psf
Total Land Value $13,150,000 $13,150,000 $13,600,000
Parcel E7
Land Value- Retail (Inline, Fitness Center) 44,682 sf $2,700,000 $60.43 psf $2,700,000 $60.43 psf $2,750,000 $61.55 psf
Total Land Value $12,950,000 $12,950,000 $13,250,000

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION – HOTEL LAND
Land Valuation – Hotel Land

The subject property is proposed to be improved with a 235-key hotel within Chapter Two of the development,
referred to as Parcel C11 of the Baltimore Sun Parcels (Undeveloped Parcels). For analysis purposes of the
Undeveloped Parcels presented in the following section, we used the Sales Comparison Approach to develop an
opinion of hotel land value. The most widely used and market-oriented unit of comparison for properties with
characteristics similar to those of the subject is the price per key, or hotel room. All transactions used in this analysis
are based on the most appropriate method used in the local market.
presented in the Addenda of this report. There have been few recent comparable land sales for hotel use in the
region. The comparables presented are the best available land sales data we have confirmed within the subject’s
market. It should be noted that the comparable land sales included in this analysis were acquired at the time of sale
for hotel use, but may not have subsequently been developed, or are now planned for an alternative use.
The following pages reflect a summary table the comparable land sales used in our analysis and an accompanying
map, followed by an adjustment grid analysis.
A-300
SUMMARY OF HOTEL LAND SALES

No. Of Sale
No. Location Keys Grantor Grantee Date Sale Price $/Key COMMENTS
1 Hotel Site 150 Cuz Real Estate Kline Scott Visco 10/18 $3,050,000 $20,333 This was the sale of a vacant parcel of land located within the Golden Triangle development, which is located at the
6321 Golden Triangle Drive Management LLC Commercial interchange of three primary highways including Interstate 495 (The Capital Beltway) and MD Routes 201 and 193 within
Greenbelt, MD Greenbelt, Maryland. The suburban Maryland location is proximate to Washington, D.C. and the University of Maryland at
College Park. The site is proposed for development with a 150-key hotel. The site was unimproved, but had utilities to the
property line and direct visibility and frontage along heavily-traveled Greenbelt Road.
2 Hotel Site 128 Perseus Realty LLC InSuite Hotels 6/18 $1,500,000 $11,719 This was the sale of 3.01 acres of land along Martin Luther King Jr. Highway in Lanham, Maryland. The property was zoned I-2,
10007 Willowdale Road Heavy Industrial, and located within the Washington Business Park. The purchaser, InSuite Hotels, intended to develop a 128-
Lanham, MD room UpTown Suites hotel on the site after winning approval from the District Council. The site was unimproved at the time of
sale.
3 Hotel Site 202 JPB Real Estate Tharaldson Hospitality 5/17 $3,060,000 $15,149 This was the sale of an unimproved parcel of land located at the northeast quadrant of New Ridge Road and Dorsey Road (MD
7478 New Ridge Road Services, LLC Management Route 713), just north of an interchange with MD Route 100 within Hanover. The site is centrally located within the Baltimore-
Hanover, MD Washington Corridor and about two miles southwest of the BWIP Airport. The site was acquired for development of two four-
story hotels including a Homewood Suites with 102 rooms and 85,250 square feet of building area, and a Hilton Garden with
100 rooms and 67,930 square feet of building area. The buyer advised the parcel was raw at the time of sale, with utilities to
the property line. An undisclosed percentage of the parcel is wetlands due to a small stream running through the property. The
buyer estimated the site contains about 7.0 acres of usable land area, which was adequate to support the proposed
development.
4 Hotel Site 120 BC Area 2 Lot 1, LLC Middle River Hotel 12/16 $2,400,000 $20,000 This was the sale of a finished parcel of land located within the Greenleigh @ Crossroads planned development along MD
6110 Greenleigh Avenue c/o St. John Properties Partners, LP Route 43 in Middle River. The large mixed-use project is located proximate to an interchange with Interstate 95. The site was
Middle River, MD acquired for development of a 128 room SpringHill Suites hotel.
5 Hotel Site 115 Eastside Site, LLC Bayview Hotel 1/16 $1,436,730 $12,493 This was the sale of a vacant parcel of land located at the southeast quadrant of Eastern Avenue and Kane Street, in the
A-301
6571 Eastern Avenue Partners, LLC eastern section of Baltimore. The site located is proximate to an interchange with Interstate 95 and the Johns Hopkins Bayview
Baltimore, MD Campus hospital. The site was acquired for development of a 115-room, 5-story Hampton Inn hotel. The property was under
contract for a period of one year. The buyer noted there were multiple caveats to the sale, including the City of Baltimore
approving the sale and future use of the site. The buyer considers the purchase price below market based upon the
complications of the land closing and the purchase process. The site was considered unfinished at the time of sale and has
public utility access.
STATISTICS
Low 115 1/16 $1,436,730 $11,719
High 202 10/18 $3,060,000 $20,333
Average 143 7/17 $2,289,346 $15,939

HOTEL LAND SALE LOCATION MAP

A-302

HOTEL LAND SALE ADJUSTMENT GRID

(1)
Price Per Rights Conditions Market Per Unit Public Condition/ Adj. Price
No. Key Conveyed of Sale Financing Conditions Subtotal Location Size / Density Utilities Utility(2) Entitlements Per Key Overall
1 $20,333 Fee Simple Arm's-Length None Inferior $21,036 Superior Similar Similar Similar Inferior $21,036 Similar
10/18 0.0% 0.0% 0.0% 3.5% 3.5% -5.0% 0.0% 0.0% 0.0% 5.0% 0.0%
2 $11,719 Fee Simple Arm's-Length None Inferior $12,223 Superior Similar Similar Inferior Inferior $16,501 Inferior
6/18 0.0% 0.0% 0.0% 4.3% 4.3% -5.0% 0.0% 0.0% 20.0% 20.0% 35.0%
3 $15,149 Fee Simple Arm's-Length None Inferior $16,251 Similar Similar Similar Inferior Inferior $20,313 Inferior
5/17 0.0% 0.0% 0.0% 7.3% 7.3% 0.0% 0.0% 0.0% 10.0% 15.0% 25.0%
4 $20,000 Fee Simple Arm's-Length None Inferior $21,684 Similar Similar Similar Similar Similar $21,684 Similar
12/16 0.0% 0.0% 0.0% 8.4% 8.4% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
5 $12,493 Fee Simple Arm's-Length None Inferior $13,857 Similar Similar Similar Inferior Inferior $18,707 Inferior
1/16 0.0% 0.0% 0.0% 10.9% 10.9% 0.0% 0.0% 0.0% 15.0% 20.0% 35.0%
$11,719 - Low Low - $16,501

$20,333 - High High - $21,684
A-303



PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION- HOTEL LAND
Market Conditions: The sales that are included in this analysis occurred between January 2016 and October 2018.
There were no more recent comparable retail land sales in the subject’s market that we confirmed. The sales
occurred prior to the recent economic impact of the COVID-19 pandemic. As the market has improved over this
time period, we applied an annual adjustment of 2.5 percent through the inflection point of March 11, 2020, the date
of the announcement by the World Health Organization confirming the COVID-19 global pandemic, and no change
in land values thereafter forecast through the effective date of value As Is (June 1, 2020). In addition, we reflect no
change in land values for 24 months from the effective date of value As Is, or through May 31, 2022, which includes
the prospective date of completion of Public Improvements (April 30, 2022). We forecast an annual appreciation
rate of 2.5 percent for land values from June 1, 2022 through the prospective date upon completion and stabilization
of Chapter 1B (September 30, 2023) as market fundamentals are forecast to recover from the COVID-19 pandemic.
Location: Comparables One and Two require downward adjustment for superior submarket location.
Site Utility: Based on our analysis, no adjustment for size is required.
Site Utility: Comparables Two, Three and Five require upward adjustment for inferior site utility.
Other- Site Condition/ Entitlement Status: Comparables One, Two, Three and Five require upward adjustment
for inferior site condition and entitlement status.
Conclusion of Hotel Land Value

adjusted unit values ranging from $16,501 to $21,684 per key, with an average of $19,648 per key. For additional
support, we interviewed developers, owners and brokers for additional support in determination of land value for
the subject. Market participants report hotel land value typically ranges from $15,000 to $25,000 per key in the
subject’s market, with the range based mostly on location proximate to lodging demand generators.
As discussed, the subject’s Undeveloped Parcels includes a proposed 235-key hotel located within The Baltimore
Sun West Land Bay. For analysis purposes, we estimated an As-Is hotel land value as a basis to forecast the land
value of the Undeveloped Parcels, which is presented in the following section. Our concluded As-Is Hotel Market
Land Value is $20,000 per key (excluding discounting for future development as will be discussed). An analysis of
the subject’s proposed hotel parcel, as a project component of the Undeveloped Parcels, is presented in the
following section.
A-304
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUATION- UNDEVELOPED PARCELS
Land Valuation- Undeveloped Parcels

PORT COVINGTON SPECIAL TAXING DISTRICT - UNDEVELOPED PARCELS
Account Identifier Master Retail
STV Ward-Section- Land Development No. of No. of Apt. Bldg. Bldg. Office Bldg. Hotel Garage Total GBA Apt. Hotel Parking
Map # Block- Lot(s) Property Address Area AC Zoning Plan Parcel(s) Proposed Land Use(s) Bldgs. Stories GBA SF GBA SF GBA SF GBA SF GBA SF Bldg. SF Units Keys Spaces
AFP Site
9 23-10-1058-005A 120 W. Dickman Street 1.2730 PC-3 W9 Mixed-Use- Retail, Apts. Parking 2 9 203,455 20,860 - - 68,968 293,283 214 - 162
10 23-10-1058-005B N/s W. Dickman Street 0.4850 PC-3 W9 Mixed-Use- Retail, Apts. Parking
11 23-10-1058-005C N/s W. Dickman Street 0.2940 PC-3 W9 Mixed-Use- Retail, Apts. Parking
12 23-10-1058-001 150 W. Dickman Street 1.2340 PC-3 W9 Mixed-Use- Retail, Apts. Parking
Subtotal- AFP Site 3.2860 2 9 203,455 20,860 - - 68,968 293,283 214 - 162
81* 24-06-1053-001 300 E. Cromwell Street - PC-2 C3A Future public roadways, open space - - - - - - - - - - -
81A 24-06-1053-001A 200 E. Cromwell Street 5.8290 PC-2 C1B, C2B, C3B, Office, Retail, Apts., Hotel, Parking 15 8 - 31 4,241,300 138,000 1,064,010 117,495 2,643,950 8,204,755 4,241 235 6,883
81B 24-06-1053-001B 100 E. Cromwell Street 14.2330 PC-2 C6, C7, C8A,
46B 24-06-1053-001C N/s E. Cromwell Street 0.0320 PC-2 C11, C12, C13,
46C 24-06-1053-001D N/s E. Cromwell Street 0.0280 PC-2 C16, C17
19 24-06-1053-009A E/s Hanover Street 0.7770 PC-2
81E 24-06-1053-001E N/s E. Cromwell Street 0.9040 PC-2 - Future surface parking - - - - - - - - - - -
81F 24-06-1053-001F 2400 Banner Street 1.8000 PC-2 - Surface parking plaza - - - - - - - - - - -
81J 24-06-1053-001J 400 Atlas Street 1.4980 PC-2 E3 Mixed-Use- Office, Retail 1 31 - 30,000 450,826 - - 480,826 - - -
81K 24-06-1053-001K 300 Atlas Street 0.6540 PC-2 - Open space- park - - - - - - - - - - -
81L* 24-06-1053-001L 250 Atlas Street 1.4362 PC-2 E2 Mixed-Use- Office, Retail 1 6 - 8,775 267,777 - 412,700 689,252 - - 971
Subtotal- Baltimore Sun Parcels 27.1912 17 6-31 4,241,300 176,775 1,782,613 117,495 3,056,650 9,374,833 4,241 235 7,854
A-305

80F 24-06-1053-012F 301 E. Cromwell Street 0.4080 PC-2 E11 Mixed-Use- Office, Retail 1 10 - 12,300 89,670 - - 101,970 - - -
80G 24-06-1053-012G 301 E. Cromwell Street 0.1510 PC-2 E11 Mixed-Use- Office, Retail
Subtotal- 301 E. Cromwell Street Parcels 0.5590 1 10 - 12,300 89,670 - - 101,970 - - -
25A 24-06-1053-010B 2601 Port Covington Dr. 22.3780 PC-4 - UA Headquarters Campus- Office N/A N/A - - 2,000,000 1,500,000 3,500,000 5,000
25B 24-06-1053-010F 2601 Port Covington Dr. 4.3160 PC-4 - UA Headquarters Campus- Office
25C 24-06-1053-010G 2601 Port Covington Dr. 3.0210 PC-4 - UA Headquarters Campus- Office
25D 24-06-1053-010H 2601 Port Covington Dr. 8.7310 PC-4 - UA Headquarters Campus- Riparian Rights
25G 24-06-1053-010K 2601 Port Covington Dr. 1.9410 PC-4 E10A-E10B East End Waterfront 2 1 - 16,000 - - - 16,000
Subtotal- UA Port Covington Holdings Parcels 40.3870 2 1 - 16,000 2,000,000 - 1,500,000 3,516,000 5,000
Totals 71.4232 22 1 - 31 4,444,755 225,935 3,872,283 117,495 4,625,618 13,286,086 4,455 235 13,016
* Parcel To be subdivided Non-Garage GBA SF: 8,660,468
305CUSHMAN & WAKEFIELD 305

Land Valuation- Undeveloped Parcels

Methodology: As discussed, we valued the subject’s Undeveloped Parcels (future chapters), as summarized by the
table on the prior page, based on the forecast land uses with consideration of the Port Covington Master
Development Plan, the developer’s Alternative Master Development Plan with The Baltimore Sun remaining, and
Under Armour’s Planned Unit Development for a headquarters campus. Due to the unique nature of the proposed
developments, we base the future chapters’ valuation on the land value of Chapter 1B. This is deemed appropriate
as the Chapter 1B land value includes the benefits of the TIF and various tax credits as well as entrepreneurial
incentive. We also estimated a reasonable development timeline and discounted the future land values at a rate
commensurate with the risk for each proposed project within the Port Covington Development District.
As reflected by the prior table, the subject’s Undeveloped Parcels include four project sections including the AFP
Site, the Baltimore Sun Parcels, 301 E. Cromwell Street Parcels and the Under Armour Port Covington Holdings
Parcels. The indicated development potential of the Undeveloped Parcels reflected by the prior exhibit is considered
conceptual based on the approved master plans and owners’ proposed plans for each section. The development
of the future chapters will likely change with market demand and preferences. Nonetheless, based on review of the
approved Port Covington Master Development Plan, market data previously presented in this report, and
discussions with the owners’ representatives and market participants, the forecast of future land uses appears
reasonable for analysis purposes.
Absorption (Take Down Schedule): The overall development potential of the Undeveloped Parcels includes 4,455
apartment units, 3,872,283 square feet of office space, 225,935 square feet of retail space, a 235-key hotel and
13,016 parking spaces. Our forecast absorption schedule and land pricing per project component is presented on
the following pages. We estimate that future chapters will be developed after the completion and stabilization of
Chapter 1B with a development timeline forecast over the next two decades with staggered deliveries of each
project component. Based on review of published information provided, we assume that Under Armour’s
Headquarter campus will not begin until Year 6 of the projection period. The benefits of Under Armour fully
relocating to Port Covington, as well as the risks of Under Armour not relocating as proposed are reflected in the
forecast timing and selected discount rates as presented on the following tables. There is considerable upside to
the Port Covington development should Under Armour fully relocate as proposed, as the 10,000+ employees would
be demand generators for retail and apartment uses.
Discount Rates: In order to provide an “As Is” value as of June 1, 2020, a prospective value upon completion of
Public Improvements as of April 30, 2022, and a Prospective Value upon completion and stabilization of Chapter
1B (September 30, 2023) for the Undeveloped Parcels, we must discount the estimated future values of the
proposed projects. As discussed, the discount rate takes into account the risk associated with the development
which differs from that of Chapter One due to the longer time horizon and conceptual nature of the future chapters.
The selected discount rates also account for holding costs over the analysis period. We reviewed national investor
survey data as previously presented that reflects unleveraged internal rates of return for the National Development
Land Market ranging from 10 to 20 percent, with an average of 15.5 percent. In addition, we reviewed the implied
discount rates from recent mixed-use developments Cushman & Wakefield has appraised in the subject’s market
and comparable markets across the United States, which have ranged from about 12.0 to 16.0 percent. Based on
our analysis, we concluded to an initial discount rate of 14.0 percent, increasing 50 basis points every five years
over a 20-year projection period as reflected by the exhibits on the following pages.
Appreciation Rate: Base our review of market data, including comparable sales data previously presented, we
forecast no market appreciation for the first two years of the analysis, and subsequent annual appreciation of 2.5
percent over the remaining projection period.
A-306
UNDEVELOPED PARCELS- FORECAST ABSORPTION

Fiscal Year: Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10
For The Years Beginning 6/1/2020 6/1/2021 6/1/2022 6/1/2023 6/1/2024 6/1/2025 6/1/2026 6/1/2027 6/1/2028 6/1/2029
For The Years Ending 5/31/2021 5/31/2022 5/31/2023 5/31/2024 5/31/2025 5/31/2026 5/31/2027 5/31/2028 5/31/2029 5/31/2030
Land Value- Apartments: $45,000 / Unit $45,000 / Unit $46,125 / Unit $47,278 / Unit $48,460 / Unit $49,672 / Unit $50,913 / Unit $52,186 / Unit $53,491 / Unit $54,828 / Unit
Land Value- Retail: $60.00 psf $60.00 psf $61.50 psf $63.04 psf $64.61 psf $66.23 psf $67.88 psf $69.58 psf $71.32 psf $73.10 psf
Land Value- Office: $45.00 psf $45.00 psf $46.13 psf $47.28 psf $48.46 psf $49.67 psf $50.91 psf $52.19 psf $53.49 psf $54.83 psf
Land Value- Hotel: $20,000 / Key $20,000 / Key $20,500 / Key $21,013 / Key $21,538 / Key $22,076 / Key $22,628 / Key $23,194 / Key $23,774 / Key $24,368 / Key
Appreciation Rate/ Year: 0.00% 0.00% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50%
Absorption Discount Rates: 14.00% 14.00% 14.00% 14.00% 14.00% 14.50% 14.50% 14.50% 14.50% 14.50%
AFP Parcels (W9)

Retail: 20,860 sf
Land Value- Apartments: $11,733,220

Land Value- Retail: $1,524,953
Total Land Value: $13,258,173

Apartments: 393 units 739 units 606 units
Retail: 4,000 sf 30,000 sf 11,000 sf 10,000 sf
A-307
Office: 532,005 sf
Hotel: 235 keys
Land Value- Apartments: $0 $0 $0 $0 $0 $19,520,931 $0 $38,565,605 $0 $33,225,847

Land Value- Retail: $0 $0 $0 $0 $0 $264,915 $2,036,535 $765,398 $0 $731,042
Land Value- Office: $0 $0 $0 $0 $0 $0 $27,086,167 $0 $0 $0
Land Value- Hotel: $0 $0 $0 $0 $0 $0 $0 $0 $0 $5,726,494
Total Land Value: $0 $0 $0 $0 $0 $19,785,846 $29,122,702 $39,331,002 $0 $39,683,382

Retail: 12,300 sf
Office: 89,670 sf
Land Value- Retail: $0 $0 $0 $0 $0 $814,614 $0 $0 $0 $0

Land Value- Office: $0 $0 $0 $0 $0 $4,454,051 $0 $0 $0 $0
Total Land Value: $0 $0 $0 $0 $0 $5,370,634 $0 $0 $0 $0

Office: 500,000 sf 500,000 sf
Land Value- Office $0 $0 $0 $0 $0 $24,835,790 $0 $0 $0 $27,414,065

Total Land Value: $0 $0 $0 $0 $0 $25,335,790 $0 $0 $0 $27,914,065

UNDEVELOPED PARCELS- FORECAST ABSORPTION

Fiscal Year: Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20
For The Years Beginning 6/1/2030 6/1/2031 6/1/2032 6/1/2033 6/1/2034 6/1/2035 6/1/2036 6/1/2037 6/1/2038 6/1/2039
For The Years Ending 5/31/2031 5/31/2032 5/31/2033 5/31/2034 5/31/2035 5/31/2036 5/31/2037 5/31/2038 5/31/2039 5/31/2040
Land Value- Apartments: $56,199 / Unit $57,604 / Unit $59,044 / Unit $60,520 / Unit $62,033 / Unit $63,584 / Unit $65,173 / Unit $66,803 / Unit $68,473 / Unit $70,185 / Unit
Land Value- Retail: $74.93 psf $76.81 psf $78.73 psf $80.69 psf $82.71 psf $84.78 psf $86.90 psf $89.07 psf $91.30 psf $93.58 psf
Land Value- Office: $56.20 psf $57.60 psf $59.04 psf $60.52 psf $62.03 psf $63.58 psf $65.17 psf $66.80 psf $68.47 psf $70.18 psf
Land Value- Hotel: $24,977 / Key $25,602 / Key $26,242 / Key $26,898 / Key $27,570 / Key $28,259 / Key $28,966 / Key $29,690 / Key $30,432 / Key $31,193 / Key
Appreciation Rate/ Year: 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50% 2.50%
Absorption Discount Rates: 15.00% 15.00% 15.00% 15.00% 15.00% 15.50% 15.50% 15.50% 15.50% 15.50%
AFP Parcels (W9)

Apartments:
Retail:
Land Value- Apartments:

Land Value- Retail:
Total Land Value:

Apartments: 445 units 528 units 605 units 463 units 462 units
Retail: 30,000 sf 9,000 sf 7,000 sf 8,775 sf 9,000 sf 44,000 sf 14,000 sf
A-308
Office: 532,005 sf 267,777 sf 450,826 sf

Hotel:
Land Value- Apartments: $0 $25,633,693 $0 $31,954,558 $0 $38,468,212 $0 $30,929,675 $0 $32,425,305

Land Value- Retail: $2,247,953 $691,246 $0 $564,853 $725,786 $763,006 $0 $3,919,095 $0 $1,310,113
Land Value- Office: $29,898,060 $0 $0 $0 $16,611,010 $0 $0 $30,116,418 $0 $0
Land Value- Hotel: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Land Value: $32,146,014 $26,324,939 $0 $32,519,412 $17,336,796 $39,231,218 $0 $64,965,187 $0 $33,735,418

Retail:
Office:
Land Value- Retail: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Land Value- Office: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Land Value: $0 $0 $0 $0 $0 $0 $0 $0 $0 $0

Office: 500,000 sf 500,000 sf
Land Value- Office $0 $0 $0 $0 $31,016,499 $0 $0 $0 $0 $35,092,321

Total Land Value: $0 $0 $0 $0 $31,516,499 $0 $0 $0 $0 $35,592,321

PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUE SUMMARY – UNDEVELOPED PARCELS

Years 6-10: 14.5%
Years 11-15: 15.0%
Years 16-20: 15.5%
AFP Parcels (W9)

Retail: 20,860 sf
Total Land Value: $3,421,903 $4,433,259 $5,372,527
Rounded: $3,400,000 $4,450,000 $5,350,000
Retail: 176,775 sf
Hotel: 235 keys
Land Value- Hotel: $1,477,994 $1,914,821 $2,320,511
Total Land Value: $72,806,535 $94,757,020 $115,226,126
Rounded: $72,800,000 $94,750,000 $115,250,000
Retail: 12,300 sf
Office: 89,670 sf
Total Land Value: $2,338,124 $3,029,166 $3,670,950
Rounded: $2,350,000 $3,050,000 $3,650,000
Total Land Value: $23,868,802 $31,007,245 $37,653,013
Rounded: $23,850,000 $31,000,000 $37,650,000
A-309
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY LAND VALUE SUMMARY – UNDEVELOPED PARCELS
Land Value Summary – Undeveloped Parcels

The indicated aggregate land value of the Undeveloped Parcels is presented by the exhibit on the prior page. The
total As-Is aggregate value equates to $102,400,000. The indicated prospective market value upon completion of
Public Improvements totals $133,250,000, and the prospective market value upon completion and stabilization of
Chapter 1B totals $161,900,000.

The client has requested we provide two hypothetical value opinions including:
Hypothetical Value 1: Hypothetical value assuming completion of Public Improvements as of the effective date of
value As Is (June 1, 2020)- This hypothetical value opinion includes discounting the indicated aggregate value of
the subject’s To Be Developed parcels ($53,350,000), plus the Undeveloped Parcels ($133,250,000) upon
completion of Public Improvements forecast as of April 30, 2022 to be $186,600,000, as of the effective date of
value As Is as of June 1, 2020.
Hypothetical Value 2: Hypothetical value of the subject’s Undeveloped Parcels (excluding To Be Developed
Parcels) assuming completion of Public Improvements as of the effective date of value As Is (June 1, 2020)- This
hypothetical value opinion includes discounting the indicated prospective market value of the Undeveloped Parcels
upon completion of Public Improvements forecast as of April 30, 2022 to be $133,250,000, as of the effective date
of value As Is as of June 1, 2020.
After review of bond yields, as previously presented in the Tax Credits section, investor surveys discussed later in
this report, and discussions with market participants, we estimate an appropriate discount rate, or safe rate, of 4.0.
percent. The resulting requested hypothetical value conclusions were determined as follows:
Real Property Value


A-310
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY COST APPROACH
Cost Approach
Methodology
The Cost Approach is based on the proposition that an informed purchaser would pay no more for the subject than
the cost to produce a substitute property with equivalent utility. The steps in this approach have been outlined in
the Valuation Process section of this report. We previously developed an opinion of land value for each of the
project’s components As-Is and upon completion and stabilization of the entire Chapter 1B development.
Replacement Cost New – Chapter 1B

The following table provides a summary the owner’s estimated construction costs for each project component and
the total aggregate costs.
Port Covington- Developer's Estimated Project Costs

Parcel E1 Parcel E1B Parcel E5A PARCEL E5B Parcel E6 PARCEL E7 Total
Total Costs Total Costs Total Costs Total Costs Total Costs Total Costs Project Costs
Site Acquisition
Total Land & Closing Costs $9,091,691 $0 $9,017,182 $5,397,541 $11,929,740 $11,104,620 $46,540,774
Hard Costs
Site Development $1,103,486 $100,000 $2,779,812 $2,142,135 $2,672,375 $3,457,704 $12,255,511
Above-Grade Parking Construction $0 $19,847,758 $0 $0 $0 $0 $19,847,758
Base Building Construction $36,235,771 $0 $34,133,032 $25,863,976 $50,081,577 $58,637,728 $204,952,084
Signage $800,000 $0 $0 $0 $0 $0 $800,000
General Conditions, Fee, Insurance $6,284,380 $2,499,181 $3,514,737 $4,545,989 $7,975,978 $9,179,592 $33,999,857
Tenant Improvements $3,056,112 $0 $13,785,084 $881,400 $1,676,325 $20,120,365 $39,519,286
Costs Outside GMP $1,707,450 $14,670 $786,300 $1,123,650 $1,840,900 $1,316,450 $6,789,420
FF&E $446,196 $0 $500,000 $3,335,000 $733,548 $1,200,000 $6,214,744
Storefronts & Tenant Coordination (Retail) $127,338 $0 $229,526 $157,305 $361,180 $462,260 $1,337,609
GC Contingency $0 $0 $1,011,000 $0 $0 $2,020,636 $3,031,636
Dev. Contingency (GMP) $2,312,921 $1,122,347 $2,136,244 $1,691,653 $3,165,219 $3,753,719 $14,182,102
Additional Development Contigency $1,792,160 $0 $3,088,649 $1,643,819 $2,985,650 $8,780 $9,519,057
Total Hard Development Costs $53,865,815 $23,583,956 $61,964,384 $41,384,927 $71,492,750 $100,157,233 $352,449,064
Total Soft Costs $9,423,894 $1,465,552 $14,469,992 $7,503,867 $20,821,892 $23,964,608 $77,649,805
Total Financing Costs $4,405,229 $1,244,289 $5,535,342 $4,593,032 $6,985,764 $8,311,007 $31,074,664
Operating/Lease‐Up Reserve $2,294,480 $0 $0 $0 $0 $0 $2,294,480
Total Development Costs $79,081,109 $26,293,797 $90,986,900 $58,879,367 $111,230,146 $143,537,468 $510,008,788
The owner total estimate development costs for the entire projects equates to $510,008,788, inclusive of land
acquisition costs. The estimated development costs appear to be within the market range, excluding the current
and projected market value of the subject’s land and entrepreneurial profit.
For analysis purposes, we used the Marshall Valuation Service to provide additional support to the owner’s
estimate. The methodology estimates the prospective market value upon stabilization. Adjustments for the present
value of remaining tax credits is presented at the end of this section.
The Marshall Valuation Service is used to determine the replacement cost of the subject building. These costs
include labor, materials, supervision, contractor's profit and overhead, architect's plans and specifications, sales
taxes and insurance. Base costs are provided by the Marshall and Swift (M&S) Square Foot Commercial
Methodology. These costs are refined, if applicable, for differences in heating/cooling costs, and the presence of
sprinklers and elevators. The refined base costs are then further adjusted, if applicable, to account for building
height, interior wall height, building perimeter, current costs, location variations, and prospective value multipliers.
Beyond the base building costs, specialty components or site improvements are provided by the segregated cost
sections of the M&S Commercial Cost Explorer.
A-311
Our estimates of Replacement Cost New (RCN), Indirect Costs, Entrepreneurial Profit, and Depreciation for the
subject property are summarized on the following pages.
Indirect Costs (Entire Project)
Indirect costs (soft costs) not included in our Base Costs are developer overhead, property taxes, permanent loan
fees, legal costs, developer fees, contingencies, and lease-up and marketing costs.
An average property in the subject market requires an allowance for indirect costs of between 5.0 and 15.0 percent
of Base Costs. We chose to use 10.0 percent for the Building Improvements (Structures) and 10.0 percent for the
Site Improvements in our analysis.
Entrepreneurial Profit (Entire Project)
Typically, an allowance for entrepreneurial profit would be added when preparing the cost approach. This allowance
provides a prospective developer with the incentive to develop a property, especially one of a speculative nature.
Based on our discussions with developers in the local market, this figure tends to range between 10.0 and 20.0
percent of Base Building, Site Improvement and Other Indirect Costs. We chose to use 15.0 percent in our analysis.
Depreciation
There are several methods for capturing the loss in value attributable to depreciation: The market extraction
method, the age-life method, and the breakdown method. Our Cost Approach utilizes the fundamental components
of the age-life method. In some situations, the impact of certain items of depreciation on value is known or is easily
estimated. In the most common variation of the age-life method the cost to cure certain curable items (physical
and functional) is known and can be deducted before the age-life ratio is applied; a process that mirrors what typical
purchasers consider as part of the investment decision. Once processed, incurable items (physical and functional)
can be estimated via the age-life ratio. In situations where External Obsolescence is present it, too, can be analyzed
either as a residual to the market value conclusion or via an estimate of capitalized rent loss attributable to the
external condition.
Physical Deterioration
The Marshall & Swift CCE defines physical deterioration as:
The wearing out of the improvement through the combination of wear and tear of use, the
effects of the aging process and physical decay, action of the elements, structural defects,
etc. It is typically divided into two types, curable and incurable, which may be individually
estimated by the component breakdown method using some type of age/life approach.
Physical deterioration may be further categorized as deferred maintenance, generally
requiring immediate attention and treated separately based on the items’ cost to repair.
Curable physical deterioration is generally associated with individual short-lived items such as paint, floor and roof
covers, hot-water heaters, etc., requiring periodic replacement or renewal, or modification continuously over the
normal life span of the improvement. Our calculation of Physical Curable Deterioration is based upon observable
components, owner’s proposed capital expenditures, and our own estimates of replacement costs where
appropriate.
Incurable physical deterioration is generally associated with the residual group of long-lived items such as floor and
roof structures, mechanical supply systems and foundations. Such basic structural items are not normally replaced
in a typical maintenance program and are usually incurable except through major reconstruction. Physical Incurable
Obsolescence will be calculated using a modified age-life method. As the subject’s improvements will represent
new construction Upon Completion and Upon Stabilization, no adjustment for physical deterioration was required.
A-312
Functional Obsolescence
According to the Appraisal Institute, functional obsolescence can be caused by changes in market conditions that
have made some aspect of a structure, material or design obsolete by current market standards. Functional
obsolescence may also be curable or incurable.
To be curable, the cost to correct the deficiency must be equal to or less than the anticipated increase in value.
There are three subcategories of curable functional obsolescence: (1) deficiency requiring addition, (2) deficiency
requiring substitution and (3) superadequacy. A deficiency requiring addition is measured by how much the cost of
the addition exceeds the cost of the item if it were installed new during construction. A deficiency requiring
substitution is measured as the cost of the existing component less physical deterioration already charged against
the component and salvage value, plus the cost to remove the existing component and the added cost of
installation. A superadequacy is measured as the current reproduction cost of the item minus any physical
deterioration already charged plus the cost of removal, less the salvage value. A superadequacy is curable if
correcting it on the date of the appraisal is economically feasible.
It is assumed the subject improvements will be constructed using modern materials and techniques. Furthermore,
the design and layout of the property are consistent with current market standards. Therefore, we found no evidence
of functional curable obsolescence, or Functional Incurable Obsolescence that would require adjustment.
External Obsolescence
External obsolescence is the adverse effect on value resulting from influences outside the property. External
obsolescence may be the result of lagging rental rates, high inflation, excessive construction costs, access to
highways, the lack of an adequate labor force, changing land use patterns and market conditions, or proximity to
an objectionable use or condition.
Based on a review of the location of the subject as well as local market conditions, we found no evidence of external
obsolescence. 0.0 percent
Cost Approach- Parcel E1

The following pages reflects a summary of the Cost Approach for Parcel E1. The following sections provides a Cost
Approach Summary for each of the project’s components.
A-313
Replacement Cost New (Structures)- Parcel E1

A breakdown of each building component is presented by the following table. A separate analysis of each
component allows for a consideration of the unique cost differences of each component. The following table
summarizes the replacement cost new of the building improvements (structures).
COST APPROACH SUMMARY - PARCEL E1

IMPROVEMENTS (STRUCTURES)
DESCRIPTION Multi-Family Retail
Marshall & Swift - Improvement Mixed Retail Centers
Type Luxury Apartments with Residential Units
Construction Class D (Masonry Veneer) C
Quality of Construction Good Good
Marshall & Swift - Section Section 11 Section 13
Marshall & Swift - Page Page 15 Page 33
Date Nov-18 May-20
Number of Stories 8 1
Base SF Cost $200.00 $115.00
SQUARE FOOT REFINEMENTS
HVAC Refinements $0.00 $0.00
Sprinklers $2.75 $3.50
Interior Buildout/ Finish/ LEED $0.00 $20.00
Adjusted Base Cost $202.75 $138.50
HEIGHT AND SIZE REFINEMENTS
Number of Stories 1.025 1.000
Height Per Story 1.000 1.000
Perimeter 1.000 1.000
FINAL CALCULATIONS
Current Cost Multiplier 1.020 1.020
Local Area Multiplier 1.010 1.000
Prospective Multiplier 1.086 1.086
Adjusted SF Cost $232.51 $153.42
TIMES: SF for Replacement Cost Purposes 182,695 40,403
Adjusted Cost $42,477,880 $6,198,597
PLUS: Indirect Costs 10.0% $4,247,788 $619,860
Adjusted Cost $46,725,668 $6,818,456
PLUS: Entrepreneurial Profit (Structures) 15.0% $7,008,850 $1,022,768
Replacement Cost New (RCN) $53,734,518 $7,841,225
REPLACEMENT COST SUMMARY (STRUCTURES)
Total Adjusted Costs $48,676,477
PLUS: Total Indirect Costs $4,867,648
PLUS: Total Entrepreneurial Profit (Structures) $8,031,619
Total RCN $61,575,743
Per Unit $380,097
Total includes all component / building costs as detailed above
A-314
Depreciation (Structures) - Parcel E1

As previously discussed, our analysis of depreciation reflects physical and functional curable prior to consideration
of physical and functional incurable items, which are treated as components of the modified age-life method. If
applicable, economic obsolescence is independently estimated and deducted. To allow for any variances in the
age/condition of individual building components, a separate depreciation analysis was applied to each. The
following table summarizes the depreciated value of improvements (structures).
COST APPROACH SUMMARY

DEPRECIATION ANALYSIS (STRUCTURES)
RCN $53,734,518 $7,841,225
LESS: Physical Curable $0 $0
LESS: Functional Curable $0 $0
Adjusted RCN $53,734,518 $7,841,225
Age/Life Analysis
Year Built 2022 2022
Actual Age (Years) - Upon Stabilization 0 0
Economic Life (Years) 55 55
Effective Age (Years) 0 0
Remaining Economic Life (Years) 55 55
Percent Depreciated 0.00% 0.00%
Age/Life Depreciation (% of Adjusted RCN) $0 $0
Adjusted RCN $53,734,518 $7,841,225

LESS: Age/Life Depreciation $0 $0
Adjusted RCN $53,734,518 $7,841,225
LESS: Functional Incurable $0 $0
Adjusted RCN $53,734,518 $7,841,225
LESS: Economic Obsolescence (External) 0.0% $0 $0
Depreciated RCN $53,734,518 $7,841,225
Depreciation Subtotal $0 $0
DEPRECIATION SUMMARY (STRUCTURES)
Total RCN $61,575,743
LESS: Total Depreciation - Physical Curable $0
LESS: Total Depreciation - Functional Curable $0
LESS: Total Depreciation - Age/Life $0
LESS: Total Depreciation - Functional Incurable $0
LESS: Total Depreciation - Economic Obsolescence (External) $0
Total Depreciated Value of Improvements $61,575,743
Total Depreciated Value Per Unit $380,097
A-315
Replacement Cost New (Site Improvements) - Parcel E1

Because site improvements can vary significantly and have a shorter typical age/life than the building components,
a separate analysis was conducted. Site improvement costs include landscaping, asphalt paving, walkways, etc.
The following table presents a detail of the replacement cost new of site improvements.
SITE IMPROVEMENTS - REPLACEMENT COST NEW

Item Unit Type Area (Units) Cost Per Cost New Indirect Adjusted Profit Replacement
Unit 10.0% Cost 15.0% Cost New
Site Improvements SF 140,482 $17.50 $2,458,435 $245,844 $2,704,279 $405,642 $3,109,920
Totals $2,458,435 $245,844 $2,704,279 $405,642 $3,109,920
Depreciation (Site Improvements) - Parcel E1

The following table presents a detail of the depreciated value of site improvements.
SITE IMPROVEMENTS - DEPRECIATION

Item Physical Functional Adjusted Economic Effective Depreciation Age/Life Adjusted Economic Depreciated
Curable Curable Total Life Age % Depreciation Total Obsolescence Cost
0.0%
Site Improvements $0 $0 $3,109,920 15 0 0.00% $0 $3,109,920 $0 $3,109,920
Totals $0 $0 $3,109,920 $0 $3,109,920 $0 $3,109,920
Summary (Site Improvements) - Parcel E1

The following table provides a summary of the depreciated value of the site improvements.
SITE IMPROVEMENTS
Cost New (Site Improvements) $2,458,435
PLUS: Indirect Costs 10.0% of Hard Costs $245,844
Adjusted Cost $2,704,279
PLUS: Entrepreneurial Profit 15.0% of Adjusted Costs $405,642
RCN (Site Improvements) $3,109,920
DEPRECIATION ANALYSIS (SITE IMPROVEMENTS)
LESS: Physical Curable $0
LESS: Functional Curable $0
Adjusted RCN (Site) $3,109,920
LESS: Age/Life Depreciation $0
LESS: Economic Obsolescence (External): 0.0% $0
Total Depreciated Value of Site Improvements $3,109,920
Site Area SF 140,482
Conclusion PSF of Land Area $22.14
A-316
Cost Approach Conclusion- Parcel E1

As a culmination to the Cost Approach, we reiterate the conclusions from each portion of this analysis. Please refer
to the following table for our Cost Approach summary.
COST APPROACH VALUE SUMMARY - PARCEL E1

MARKET VALUE TYPE Prospective Market Value Upon Stabilization
COST SOURCE Marshall & Swift (Commercial Cost Explorer)
Multifamily / Retail
IMPROVEMENTS (Structures)
Adjusted Costs $48,676,477
PLUS: Indirect Costs $4,867,648
PLUS: Entrepreneurial Profit $8,031,619
LESS: Total Depreciation $0
TOTAL DEPRECIATED VALUE OF IMPROVEMENTS (Structures) $61,575,743
IMPROVEMENTS (Site)
Cost New $2,458,435
PLUS: Indirect Costs $245,844
PLUS: Entrepreneurial Profit $405,642
TOTAL DEPRECIATED VALUE OF IMPROVEMENTS (Site) $3,109,920
SUMMARY (ALL IMPROVEMENTS)

Adjusted Costs/Cost New $51,134,912
PLUS: Total Entrepreneurial Profit $8,437,260
TOTAL REPLACEMENT COST NEW $64,685,663
TOTAL DEPRECIATED VALUE OF IMPROVEMENTS $64,685,663
Depreciated Value Per Unit $399,294
PROSPECTIVE MARKET VALUE UPON STABILIZATION

PLUS: Apartment Land Value Upon Stabilization $8,350,000
PLUS: Retail Land Value Upon Stabilization $2,500,000
LESS: Garage Land Value Allocation ($3,250,000)
PLUS: Present Value of Remaining Tax Credits Upon Stabilization $6,800,000
INDICATED PROSPECTIVE MARKET VALUE BY THE COST APPROACH $79,085,663
Rounded to the Nearest $50,000 $79,100,000
Conclusion PSF of GBA TOTAL GBA SF: 223,098 SF $354.55
A-317
Cost Approach- Parcel E1B (Garage)

COST APPROACH SUMMARY- PARCEL E1B
DESCRIPTION Parking Garage
Marshall & Swift - Improvement Type Parking Structures
Construction Class A
Quality of Construction Average
Marshall & Swift - Section Section 14
Marshall & Swift - Page Page 34
Date Feb-20
Number of Stories 8
Base SF Cost $59.00
HVAC Refinements $0.00
Sprinklers $2.50
Elevators $0.00
Adjusted Base Cost $61.50
Number of Stories 1.025
Height Per Story 1.000
Perimeter 1.000
Adjusted Base Cost $63.04
FINAL CALCULATIONS
Current Cost Multiplier 1.000
Local Area Multiplier 1.000
Prospective Multiplier 1.081
Adjusted SF Cost $68.14
TIMES: SF for Replacement Cost Purposes 384,033

PLUS: Indirect Costs 5.0% $1,308,468
PLUS: FF&E (Per Unit) $0
PLUS: Working Capital & Pre-Opening Expenses (Per Unit) $0
PLUS: Entrepreneurial Profit (Structures) 10.0% $2,747,784
Replacement Cost New (RCN) $30,225,619
Total Costs $22,290,559
PLUS: Total Indirect Costs- Soft Costs $1,126,977
PLUS: Financing Costs $877,592
Total RCN $24,295,128
Total GBA (SF) 384,033 sf
PSF of GBA $63.26
Per Space 1,023 spaces $23,749
A-318
Depreciation (Structures)- Parcel E1B

COST APPROACH SUMMARY- PARCEL E1B

DESCRIPTION Parking Garage
RCN $30,225,619
Adjusted RCN $24,295,128
Age/Life Analysis
Year Built 2022
Actual Age (Years) 1
Economic Life (Years) 50
Effective Age (Years) 1
Remaining Economic Life (Years) 49
Percent Depreciated 2.00%
Age/Life Depreciation (% of Adjusted RCN) $485,903

LESS: Age/Life Depreciation ($485,903)
LESS: Functional Incurable $0
LESS: Economic Obsolescence (External) 0.0% $0
Depreciated RCN $23,809,225
Depreciation Subtotal ($6,416,394)
Total RCN $24,295,128
LESS: Total Depreciation - Age/Life ($485,903)
Total Depreciated Value PSF of GBA $62.00
A-319
Replacement Cost New (Site Improvements) - Parcel E1B


Site Improvements SF 47,848 $13.00 $622,024 $0 $622,024 $0 $622,024
Totals $622,024 $0 $622,024 $0 $622,024
Depreciation (Site Improvements)


0.0%
Site Improvements $0 $0 $622,964 15 1 6.67% ($41,531) $581,433 $0 $581,433
Totals $0 $0 $622,964 ($41,531) $581,433 $0 $581,433
Summary (Site Improvements)

SITE IMPROVEMENTS- PARCEL E1B

RCN (Site Improvements) $622,964
Adjusted RCN (Site) $622,964
LESS: Age/Life Depreciation ($41,531)
Total Depreciated Value of Site Improvements $581,433
A-320
Conclusion- Parcel E1B

COST APPROACH VALUE SUMMARY - PARCEL E1B

LESS: Total Depreciation ($485,903)
IMPROVEMENTS (Site)
Cost New $622,024
PLUS: Indirect Costs $0
PLUS: Entrepreneurial Profit $0
TOTAL DEPRECIATED VALUE OF IMPROVEMENTS (Site) $580,493

Depreciated Value PSF of GBA $63.51

PLUS: Land Value Upon Stabilization (Parcel E1B Allocated) $3,250,000
INDICATED VALUE BY THE COST APPROACH $32,039,718
Conclusion per Space Total Spaces: 1,023 spaces $31,329
Conclusion PSF of GBA TOTAL GBA: 384,033 sf $83.46
A-321
Cost Approach- Parcel E5A

COST APPROACH SUMMARY - {PARCEL E5A)
DESCRIPTION Parking Garage Retail Office Building
Mixed Retail Centers
Marshall & Swift - Improvement Type Parkade with Office Units Office Buildings
Construction Class A C A
Quality of Construction Good Good Excellent
Marshall & Swift - Section Section 14 Section 13 Section 15
Marshall & Swift - Page Page 34 Page 34 Page 17
Date Feb-18 May-20 Nov-19
Number of Stories 1 1 7
Base Cost per SF or per Space $59.00 $118.00 $288.00
HVAC Refinements $0.00 $0.00 $0.00
Sprinklers $2.50 $3.00 $3.00
Interior Buildout/ Amenities/ FF&E/ LEED $0.00 $20.00 $5.00
Adjusted Base Cost $61.50 $141.00 $296.00
Number of Stories 1.000 1.000 1.020
Height per Story 1.000 1.000 1.000
Perimeter 1.000 1.000 1.000
Adjusted Base Cost $61.50 $141.00 $301.92
FINAL CALCULATIONS
Current Cost Multiplier 1.000 1.030 1.020
Local Area Multiplier 1.000 1.000 1.000
Prospective Multiplier 1.086 1.086 1.086
Adjusted SF Cost $66.79 $157.72 $334.44
TIMES: SF (or spaces) for Replacement Cost Purposes 7,571 9,542 211,739
Adjusted Cost $505,641 $1,504,923 $70,814,517
PLUS: Indirect Costs 10.0% $50,564 $150,492 $7,081,452
Adjusted Cost $556,205 $1,655,415 $77,895,969
PLUS: Entrepreneurial Profit (Structures) 15.0% $83,431 $248,312 $11,684,395
Replacement Cost New (RCN) $639,636 $1,903,728 $89,580,364
Total RCN $92,123,728
Conclusion PSF of GBA 221,281 psf GBA $416.32
A-322
Depreciation (Structures) – Parcel E5A


DESCRIPTION Parking Garage Retail Office Building
RCN $639,636 $1,903,728 $89,580,364
LESS: Physical Curable $0 $0 $0
LESS: Functional Curable $0 $0 $0
Adjusted RCN $639,636 $1,903,728 $89,580,364
Age/Life Analysis
Year Built 2022 2022 2022
Actual Age (Years) - New Construction 0 0 0
Economic Life (Years) 55 55 55
Effective Age (Years) - Upon Stabilization 0 0 0
Remaining Economic Life (Years) 55 55 55
Percent Depreciated 0.00% 0.00% 0.00%
Age/Life Depreciation (% of Adjusted RCN) $0 $0 $0
Adjusted RCN $639,636 $1,903,728 $89,580,364

LESS: Age/Life Depreciation $0 $0 $0
Adjusted RCN $639,636 $1,903,728 $89,580,364
LESS: Functional Incurable $0 $0 $0
Adjusted RCN $639,636 $1,903,728 $89,580,364
LESS: Economic Obsolescence (External) 0.0% $0 $0 $0
Depreciated RCN $639,636 $1,903,728 $89,580,364
Depreciation Subtotal $0 $0 $0
Total RCN $92,123,728
A-323
Replacement Cost New (Site Improvements)- Parcel E5A


Item Unit Type Area (Units) Cost per Cost New Indirect Adjusted Profit Replacement
Totals $1,674,680 $167,468 $1,842,148 $276,322 $2,118,470


0.0%
Totals $0 $0 $2,118,470 $0 $2,118,470 $0 $2,118,470


Site Area SF (Primary Site) 47,848
Conclusion PSF of Land Area (Primary Site) $44.28
A-324
Conclusion- Parcel E5A

COST APPROACH SUMMARY - (PARCEL E5A)

IMPROVEMENTS (Site)
Cost New $1,674,680

Depreciated Value PSF of GBA $425.89
PLUS: Prospective Land Value Upon Stabilization $9,850,000
SUBTOTAL: Prospective Land Value Upon Stabilization (Excluding Tax Credits) $104,092,198
PLUS: Present Value of Remaining Tax Credit $9,900,000
INDICATED PROSPECTIVE VALUE UPON STABILIZATION $113,992,198
Conclusion PSF of NRA 216,234 psf NRA $527.21
A-325
Cost Approach- Parcel E5B

COST APPROACH SUMMARY - PARCEL E5B
Date Nov-18 May-20
Base SF Cost $200.00 $115.00
ROOST FF&E ($35,000 per unit x 81 units) $22.38 $0.00
Interior Buildout/ Amenities/ LEED $30.00 $20.00
FINAL CALCULATIONS
Adjusted Cost $36,515,883 $882,264
Adjusted Cost $40,167,472 $970,491
PLUS: Entrepreneurial Profit (Structures) 15.0% $6,025,121 $145,574
Total RCN $47,308,657
Per Unit $390,981
A-326
Depreciation (Structures)- Parcel E5B

COST APPROACH SUMMARY - PARCEL E5B

RCN $46,192,593 $1,116,064
Adjusted RCN $46,192,593 $1,116,064
Age/Life Analysis
Adjusted RCN $46,192,593 $1,116,064

Adjusted RCN $46,192,593 $1,116,064
Adjusted RCN $46,192,593 $1,116,064
Depreciated RCN $46,192,593 $1,116,064
Total RCN $47,308,657
A-327
Replacement Cost New (Site Improvements)


Site Improvements SF 17,219 $30.00 $516,570 $51,657 $568,227 $85,234 $653,461
Totals $516,570 $51,657 $568,227 $85,234 $653,461


0.0%
Site Improvements $0 $0 $653,461 15 0 0.00% $0 $653,461 $0 $653,461
Totals $0 $0 $653,461 $0 $653,461 $0 $653,461

SITE IMPROVEMENTS- PARCEL E5B

Cost New (Site Improvements) $516,570
Adjusted Cost $568,227
Site Area SF 17,219
A-328
Conclusion- Parcel E5B

COST APPROACH VALUE SUMMARY- PARCEL E5B

IMPROVEMENTS (Site)
Cost New $516,570


PLUS: Prospective Land Value Upon Stabilization (Chapter 1B)- Parcel E5B $6,850,000
A-329

Date Nov-18 May-20
Base SF Cost $200.00 $115.00
Interior Buildout/ Amenities/ FF&E/ LEED $25.00 $20.00
FINAL CALCULATIONS
Adjusted Cost $72,241,613 $2,453,211
Adjusted Cost $79,465,774 $2,698,532
PLUS: Entrepreneurial Profit (Structures) 15.0% $11,919,866 $404,780
Total RCN $94,488,952
Per Unit $372,004
A-330
Depreciation (Structures)- Parcel E6


RCN $91,385,641 $3,103,312
Adjusted RCN $91,385,641 $3,103,312
Age/Life Analysis
Adjusted RCN $91,385,641 $3,103,312

Adjusted RCN $91,385,641 $3,103,312
Adjusted RCN $91,385,641 $3,103,312
Depreciated RCN $91,385,641 $3,103,312
Total RCN $94,488,952
A-331


Site Improvements SF 65,682 $5.00 $328,410 $32,841 $361,251 $54,188 $415,439
Totals $328,410 $32,841 $361,251 $54,188 $415,439


0.0%
Site Improvements $0 $0 $415,439 15 0 0.00% $0 $415,439 $0 $415,439
Totals $0 $0 $415,439 $0 $415,439 $0 $415,439

SITE IMPROVEMENTS - PARCEL E6

Cost New (Site Improvements) $328,410
Adjusted Cost $361,251
Site Area SF 65,682
A-332
Conclusion- Parcel E6

IMPROVEMENTS (Site)
Cost New $328,410


PLUS: Prospective Land Value Upon Stabilization of Chapter 1B- Parcel E6 $13,600,000
A-333

COST APPROACH SUMMARY- PARCEL E7
DESCRIPTION Retail Office Building
Mixed Retail Centers
Marshall & Swift - Improvement Type with Office Units Office Buildings
Construction Class C A
Quality of Construction Good Excellent
Date May-20 Nov-19
Number of Stories 1 3-7
Base Cost per SF or per Space $118.00 $288.00
Interior Buildout/ Amenities/ FF&E/ LEED $30.00 $45.00
Height per Story 1.000 1.000
FINAL CALCULATIONS
TIMES: SF (or spaces) for Replacement Cost Purposes 44,682 227,824
Adjusted Cost $7,470,640 $83,935,733
PLUS: Indirect Costs 10.0% $747,064 $8,393,573
Adjusted Cost $8,217,704 $92,329,306
PLUS: Entrepreneurial Profit (Structures) 15.0% $1,232,656 $13,849,396
Total RCN $115,629,061
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Depreciation (Structures)
COST APPROACH SUMMARY- PARCEL E7

DESCRIPTION Retail Office Building
RCN $9,450,359 $106,178,702
Adjusted RCN $9,450,359 $106,178,702
Age/Life Analysis
Actual Age (Years) - New Construction 0 0
Effective Age (Years) - Upon Stabilization 0 0
Adjusted RCN $9,450,359 $106,178,702

Adjusted RCN $9,450,359 $106,178,702
Adjusted RCN $9,450,359 $106,178,702
Depreciated RCN $9,450,359 $106,178,702
Total RCN $115,629,061
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Item Unit Type Area (Units) Cost per Cost New Indirect Adjusted Profit Replacement
Totals $1,799,313 $179,931 $1,979,244 $296,887 $2,276,131


0.0%
Totals $0 $0 $2,276,131 $0 $2,276,131 $0 $2,276,131

SITE IMPROVEMENTS- PARCEL E7

Site Area SF (Primary Site) 78,231
Conclusion PSF of Land Area (Primary Site) $29.10
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Conclusion- Parcel E7

IMPROVEMENTS (Site)
Cost New $1,799,313

PLUS: Prospective Land Value Upon Stabilization $13,250,000
SUBTOTAL: Prospective Land Value Upon Stabilization (Excluding Tax Credits) $131,155,192
PLUS: Present Value of Remaining Tax Credit $11,950,000
INDICATED PROSPECTIVE VALUE UPON STABILIZATION $143,105,192
Conclusion PSF of NRA 217,241 psf NRA $658.72
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SALES COMPARISON APPROACH- APARTMENTS
Sales Comparison Approach- Apartments

Methodology
Using the Sales Comparison Approach, we developed an opinion of value by comparing the subject property to
similar, recently sold properties in the surrounding or competing area. This approach relies on the principle of
substitution, which holds that when a property is replaceable in the market, its value tends to be set at the cost of
acquiring an equally desirable substitute property, assuming that no costly delay is encountered in making the
substitution.
By analyzing sales that qualify as arm’s-length transactions between willing and knowledgeable buyers and sellers,
we can identify value and price trends. The basic steps of this approach are:
 Research recent, relevant property sales and current offerings in the competitive area;
 Select and analyze properties that are similar to the subject property, analyzing changes in economic conditions
that may have occurred between the sale date and the date of value, and other physical, functional, or locational
factors;
 Identify sales that include favorable financing and calculate the cash equivalent price;
 Reduce the sale prices to a common unit of comparison such as price per unit or effective gross income
multiplier;
 Make appropriate comparative adjustments to the prices of the comparable properties to relate them to the
subject property; and
 Interpret the adjusted sales data and draw a logical value conclusion.
The most widely used and market-oriented unit of comparison for properties such as the subject is sales
price per unit. All comparable sales were analyzed on this basis. The following contain a summary of the improved
properties that we compared to the subject property, a map showing their locations, and the adjustment process.
Comparable improved sale data sheets are presented in the Addenda of this report. The comparables included
were best comparables we verified in the market for comparison analysis purposes. This methodology provides a
prospective market value upon stabilization (as of the entire Chapter 1B project), including adjustments for the
present value of remaining tax credits, which is presented at the end of this section.
The subject contains three proposed apartment projects including Parcel E1 with 162 units- including 35 affordable
housing units, Parcel E5B with 121 units, of which 81 will be managed as a short-term rental facility, and Parcel E6
with 254 units, of which 54 units will be reserved for affordable housing. For purposes of this analysis, we used the
same sales comparables for each project component and made economic adjustments to account for the economic
characteristics of each project.
The have been no recent comparable sales with similar physical and economic characteristics as proposed for the
subject site. Thus, we expanded our research to comparable submarkets within the greater Baltimore-Washington,
D.C. region, and considered older sales within the subject’s immediate market and made adjustments for changes
in market conditions since the sale as applicable.
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SUMMARY OF IMPROVED APARTMENT SALES

Property Name Year No. of Average Sale

No. Address, City, State Built Units Unit Size Grantor Grantee Date Sale Price $/Unit NOI/Unit OAR Occup. Comments
1 Cosmopolitan at Reston Town 2006 288 982 Cosmopolitan Circle Cherner Residential- Mar-20 $120,000,000 $416,667 $18,125 4.35% 92% This comparable represents the sale of Cosmopolitan at Reston Town Center, a 289-unit high-rise apartment building with
Center Associates, LLC CF Cosmopolitan subterranean parking located in Reston, Virginia. The units contain stainless steel appliances, granite counters, and
1855 St. Francis Street LLC custom wood cabinets. Project amenities include a pool, clubhouse, fitness, business center, lounge, billiards, movie
Reston, VA theater, shuttle service and 24-hr front desk/concierge. The tax assessment at time of sale represented 71 percent of the
sales price. The capitalization rate of 4.35 percent is based on pro forma income.
2 The Dalton 2018 270 772 Braddock Gateway EQR-Dalton LLC Dec-19 $117,750,000 $436,111 $17,881 4.10% 92% This comparable represents the sale of The Dalton, a 270-unit multifamily mid/high-rise property in Old Town Alexandria,
1225 First Street LLC VA. The property was built in 2018 and consists of brick exterior. Community amenities include a swimming pool, 12th floor
Alexandria, VA clubroom, sun deck, grilling, fitness center, yoga studio, and business center. Unit interiors include hardwood flooring
throughout, stainless steel appliances, and quartz countertops. The property also contains 1,500 square feet of retail
space.. The capitalization rate of 4.1 percent is based on trailing annualized income.
3 Bell at Courthouse 2008 220 1,129 Equity Residential Bell Partners, Inc. Dec-19 $120,000,000 $545,455 $22,636 4.15% 97% This was the sale of an 11-story high-rise apartment and townhouse complex. Project amenities include a pool, fitness,
2200 12th Court North business center, lounge, media room, and front desk/concierge. The project contains 17 affordable dwelling units (7%).
Arlington, VA The unit mix includes 4 studio units (627 sf average), 94 1BR/1BA units (801 sf average), 87 2BR/2BA units (1,146 sf
average), 1 2BR/2.5BA unit (1,630 sf), 1 3BR/2.5BA unit (1,295 sf), 26 3BR/3.0BA units (1,841 sf average), and 7
4BR/3.0BA units (2,714 sf average). The average rent at the time of sale was $2.66 psf per month. The OAR is based on
the pro forma NOI.
4 The Thornton 2018 439 735 Thornton SREIT Thornton At Oct-19 $180,200,000 $410,478 $18,472 4.50% 87% This comparable represents the sale of The Thornton, a 439 unit mid/high-rise multifamily property in Alexandria, Virginia.
1199 South Washington Street Residential Holdings Alexandria, LLC The property was built in 2018 and consists of brick exterior. Community amenities include pool, courtyard, fitness center,
Alexandria, VA Title Holder, LLC a game room featuring a billiards table, bicycle storage, a private, rentable entertainment kitchen and dining room and a
library lounge. Unit interiors including fully equipped kitchens with stainless steel appliances and quartz countertops. The
tax assessment at time of sale was 89 percent of the sales price. The OAR was based on pro forma income.
5 Aura Pentagon City 2001 539 835 Warwick House Arlington May-19 $228,000,000 $423,006 $17,343 4.10% 95% This comparable represents the sale of a 539-unit high-rise multifamily property located in the Pentagon City area of
1221 South Eads Street Associates LLC Residential (VA) Arlington, Virginia. The site is located directly across from Amazon's proposed HQ2 campus. The buyer plans to upgrade
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Arlington, VA LLC the units over time making this a value-add purchase opportunity as Amazon is expected to generate a need for more high-
end apartment units. Unit interiors include standard appliance package as well a washer and dryer in-unit. Community
amenities include a swimming pool, business center, car wash, clubhouse, fitness center, and pet play area. The
capitalization rate is based on pro forma income.
6 Union Wharf Apartments 2013 281 899 Union Wharf I & G Direct Real Mar-15 $121,500,000 $432,384 $19,673 4.55% 95% This is the sale of a 5-story mid-rise waterfront apartment complex with 4,327 square feet of retail space and a 4-story
915 S Wolfe Street Apartments LLC Estate 37 LP structured parking garage. The retail space is fully leased to a restaurant operator for a 10-year term at $31.00 psf. Project
Baltimore, MD amenities include a heated outdoor pool, 12,000 square foot clubhouse, fitness center, business center, media room, and
billiards. The units contain high-end interior finishes (hardwood and ceramic flooring, stainless appliances, granite
counters and custom cabinets). The property is subject to a 10-year tax abatement (Brownfield Tax Credit) for completing a
voluntary clean-up program. The estimated value of the tax credits was $8.0 million. The property was nearing stabilization
at the time of sale after an 18 month lease-up period. The overall rate based on in-place net operating income at the time
of sale was 4.55 percent including a $200/unit reserve.
STATISTICS
Low 2001 220 735 Mar-15 $117,750,000 $410,478 $17,343 4.10% 87%
High 2018 539 1,129 Mar-20 $228,000,000 $545,455 $22,636 4.55% 97%
Average 2011 340 892 Jan-19 $147,908,333 $444,017 $19,022 4.29% 93%

IMPROVED APARTMENT SALE LOCATION MAP

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IMPROVED APARTMENT SALE ADJUSTMENT GRID - PARCEL E1

ECONOMIC ADJUSTMENTS (CUMULATIVE) PROPERTY CHARACTERISTIC ADJUSTMENTS (ADDITIVE)
Property No. of Project &
(1)
$/Unit & Rights Conditions Market Per Unit Units Avg. Unit Age, Quality & Unit Retail Adj.
No. Date Conveyed of Sale Financing Conditions Subtotal Location (Size) Size Condition Amenities Space Economics Other $/Unit Overall
1 $416,667 Leased Fee Arm's-Length None Similar $416,667 Superior Similar Similar Inferior Inferior Similar Inferior Similar $458,333 Inferior
3/20 0.0% 0.0% 0.0% 0.0% 0.0% -10.0% 0.0% 0.0% 5.0% 5.0% 0.0% 10.0% 0.0% 10.0%
2 $436,111 Leased Fee Arm's-Length None Inferior $438,567 Superior Similar Similar Similar Inferior Similar Inferior Similar $460,495 Inferior
12/19 0.0% 0.0% 0.0% 0.6% 0.6% -10.0% 0.0% 0.0% 0.0% 5.0% 0.0% 10.0% 0.0% 5.0%
3 $545,455 Leased Fee Arm's-Length None Inferior $548,600 Superior Similar Superior Inferior Similar Similar Similar Similar $466,310 Superior
12/19 0.0% 0.0% 0.0% 0.6% 0.6% -10.0% 0.0% -10.0% 5.0% 0.0% 0.0% 0.0% 0.0% -15.0%
4 $410,478 Leased Fee Arm's-Length None Inferior $414,216 Superior Similar Similar Similar Inferior Similar Inferior Similar $455,638 Inferior
10/19 0.0% 0.0% 0.0% 0.9% 0.9% -10.0% 0.0% 0.0% 0.0% 10.0% 0.0% 10.0% 0.0% 10.0%
5 $423,006 Leased Fee Arm's-Length None Inferior $432,117 Superior Larger Similar Inferior Similar Similar Similar Similar $453,722 Inferior
5/19 0.0% 0.0% 0.0% 2.2% 2.2% -10.0% 10.0% 0.0% 5.0% 0.0% 0.0% 0.0% 0.0% 5.0%
6 $432,384 Leased Fee Arm's-Length None Inferior $489,600 Similar Similar Similar Similar Similar Superior Similar Similar $465,120 Superior
3/15 0.0% 0.0% 0.0% 13.2% 13.2% 0.0% 0.0% 0.0% 0.0% 0.0% -5.0% 0.0% 0.0% -5.0%
STATISTICS
$410,478 - Low Low - $453,722
$545,455 - High High - $466,310
$444,017 - Average Average - $459,937
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(1)
Market Conditions Adjustment
See Variable Growth Rate Assumptions Table


IMPROVED APARTMENT SALE ADJUSTMENT GRID - PARCEL E5B

(1)
$/Unit & Rights Conditions Market Per Unit Units Avg. Unit Age, Quality & Unit Retail Other - Adj.
No. Date Conveyed of Sale Financing Conditions Subtotal Location (Size) Size Condition Amenities Space Economics ROOST $/Unit Overall
1 $416,667 Leased Fee Arm's-Length None Similar $416,667 Superior Similar Similar Inferior Similar Inferior Inferior Inferior $479,167 Inferior
3/20 0.0% 0.0% 0.0% 0.0% 0.0% -10.0% 0.0% 0.0% 5.0% 0.0% 5.0% 5.0% 10.0% 15.0%
2 $436,111 Leased Fee Arm's-Length None Inferior $438,567 Superior Similar Similar Similar Similar Inferior Inferior Inferior $482,423 Inferior
12/19 0.0% 0.0% 0.0% 0.6% 0.6% -10.0% 0.0% 0.0% 0.0% 0.0% 5.0% 5.0% 10.0% 10.0%
3 $545,455 Leased Fee Arm's-Length None Inferior $548,600 Superior Similar Superior Similar Similar Similar Similar Inferior $466,310 Superior
12/19 0.0% 0.0% 0.0% 0.6% 0.6% -10.0% 0.0% -15.0% 0.0% 0.0% 0.0% 0.0% 10.0% -15.0%
4 $410,478 Leased Fee Arm's-Length None Inferior $414,216 Superior Similar Similar Similar Inferior Inferior Inferior Inferior $476,349 Inferior
10/19 0.0% 0.0% 0.0% 0.9% 0.9% -10.0% 0.0% 0.0% 0.0% 5.0% 5.0% 5.0% 10.0% 15.0%
5 $423,006 Leased Fee Arm's-Length None Inferior $432,117 Superior Larger Similar Similar Similar Similar Similar Inferior $475,328 Inferior
5/19 0.0% 0.0% 0.0% 2.2% 2.2% -10.0% 10.0% 0.0% 0.0% 0.0% 0.0% 0.0% 10.0% 10.0%
6 $432,384 Leased Fee Arm's-Length None Inferior $489,600 Similar Similar Similar Similar Superior Similar Similar Inferior $489,600 Similar
3/15 0.0% 0.0% 0.0% 13.2% 13.2% 0.0% 0.0% 0.0% 0.0% -10.0% 0.0% 0.0% 10.0% 0.0%
STATISTICS
$410,478 - Low Low - $466,310
$545,455 - High High - $489,600
$444,017 - Average Average - $478,196
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(1)


IMPROVED APARTMENT SALE ADJUSTMENT GRID - PARCEL E6

(1)
$/Unit & Rights Conditions Market Per Unit Units Avg. Unit Age, Quality & Unit Retail Adj.
No. Date Conveyed of Sale Financing Conditions Subtotal Location (Size) Size Condition Amenities Space Economics Other $/Unit Overall
1 $416,667 Leased Fee Arm's-Length None Similar $416,667 Superior Similar Similar Inferior Similar Inferior Inferior Similar $437,500 Inferior
3/20 0.0% 0.0% 0.0% 0.0% 0.0% -10.0% 0.0% 0.0% 5.0% 0.0% 5.0% 5.0% 0.0% 5.0%
2 $436,111 Leased Fee Arm's-Length None Inferior $438,567 Superior Similar Similar Similar Similar Inferior Inferior Similar $438,567 Similar
12/19 0.0% 0.0% 0.0% 0.6% 0.6% -10.0% 0.0% 0.0% 0.0% 0.0% 5.0% 5.0% 0.0% 0.0%
3 $545,455 Leased Fee Arm's-Length None Inferior $548,600 Superior Similar Superior Similar Similar Similar Similar Similar $411,450 Superior
12/19 0.0% 0.0% 0.0% 0.6% 0.6% -10.0% 0.0% -15.0% 0.0% 0.0% 0.0% 0.0% 0.0% -25.0%
4 $410,478 Leased Fee Arm's-Length None Inferior $414,216 Superior Similar Similar Similar Inferior Inferior Inferior Similar $434,927 Inferior
10/19 0.0% 0.0% 0.0% 0.9% 0.9% -10.0% 0.0% 0.0% 0.0% 5.0% 5.0% 5.0% 0.0% 5.0%
5 $423,006 Leased Fee Arm's-Length None Inferior $432,117 Superior Larger Similar Similar Similar Similar Similar Similar $432,117 Similar
5/19 0.0% 0.0% 0.0% 2.2% 2.2% -10.0% 10.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
6 $432,384 Leased Fee Arm's-Length None Inferior $489,600 Similar Similar Similar Similar Superior Similar Superior Similar $416,160 Superior
3/15 0.0% 0.0% 0.0% 13.2% 13.2% 0.0% 0.0% 0.0% 0.0% -10.0% 0.0% -5.0% 0.0% -15.0%
STATISTICS
$410,478 - Low Low - $411,450
$545,455 - High High - $438,567
$444,017 - Average Average - $428,454
(1)
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Percentage Adjustment Method

Adjustment Process
The sales that we used were the best available comparables to the subject property. The major points of comparison
for this type of analysis include the property rights conveyed, the financial terms incorporated into the transaction,
the conditions or motivations surrounding the sale, changes in market conditions since the sale, the location of the
real estate, its physical traits and the economic characteristics of the property.
The first adjustment made to the market data takes into account differences between the subject property and the
comparable property sales with regard to the legal interest transferred. Advantageous financing terms or atypical
conditions of sale are then adjusted to reflect a normal market transaction. Next, changes in market conditions must
be accounted for, thereby creating a time adjusted price. Lastly, adjustments for location, physical traits and the
economic characteristics of the market data are made in order to generate the final adjusted unit rate for the subject
property.
We made a downward adjustment to those comparables considered superior to the subject and an upward
adjustment to those comparables considered inferior. Where expenditures upon sale exist, we included them in the
sales price.
Property Rights Conveyed
The property rights conveyed in a transaction typically have an impact on the price that is paid. Acquiring the fee
simple interest implies that the buyer is acquiring the full bundle of rights. Acquiring a leased fee interest typically
means that the property being acquired is encumbered by at least one lease, which is a binding agreement
transferring rights of use and occupancy to the tenant. A leasehold interest involves the acquisition of a lease, which
conveys the rights to use and occupy the property to the buyer for a finite period of time. At the end of the lease
term, there is typically no reversionary value to the leasehold interest. Since we are valuing the leased fee interest
as reflected by each of the comparables, an adjustment for property rights is not required.
Conditions of Sale
Adjustments for conditions of sale usually reflect the motivations of the buyer and the seller. In many situations the
conditions of sale may significantly affect transaction prices. However, all sales used in this analysis are considered
to be "arm’s-length" market transactions between both knowledgeable buyers and sellers on the open market.
Therefore, no adjustments are required.
Financial Terms
The financial terms of a transaction can have an impact on the sale price of a property. A buyer who purchases an
asset with favorable financing might pay a higher price, as the reduced cost of debt creates a favorable debt
coverage ratio. A transaction involving above-market debt will typically involve a lower purchase price tied to the
lower equity returns after debt service. We analyzed all of the transactions to account for atypical financing terms.
To the best of our knowledge, all of the sales used in this analysis were accomplished with cash or market-oriented
financing. Therefore, no adjustments are required.
Market Conditions
The sales that are included in this analysis occurred between March 2015 and March 2020. The sales occurred
announcement by the World Health Organization confirming the COVID-19 global pandemic, and no change in
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in values for 24 months from the effective date of value As Is, or through May 31, 2022. We forecast an annual
appreciation rate of 2.5 percent for values from June 1, 2022 through the prospective date upon completion and
stabilization of Chapter 1B (September 30, 2023) as market fundamentals are forecast to recover from the COVID-
19 pandemic.
Location
An adjustment for location is required when the location characteristics of a comparable property differ from those
of the subject property. Based on our analysis, Comparables One, Two and Three require a slight upward
adjustment for inferior submarket location in comparison to each of the subject’s apartment projects.
Physical Traits
Each property has various physical traits that determine its appeal. These traits include size, age, condition, quality,
parking ratio and utility. Each comparable is adjusted accordingly, if applicable.
Size (Number of Units)- Larger apartment complexes sometimes sell on a lower price per unit basis as compared
to smaller complexes due in part to economies of scale. The subject contains 537 total units of which E1
contains 162 units, E5B contains 121 units and E6 includes 254 units. The comparables contain between 220
and 539 units. Comparable Five requires an upward adjustment for much larger project size in comparison to
the each of the subject’s projects.
Average Unit Size- The opposite is true for average unit size, with projects reflecting larger unit sizes generating
greater income and subsequent higher sales prices. The comparables reflect average unit sizes that range
from 735 to 1,129 square feet. Parcel E1 will have an average apartment unit size of 840 square feet. Parcel
E5B will have an average apartment unit size of 776 square feet, and Parcel E6 will have an average unit size
of 856 square feet. Comparable Three requires downward adjustment for much larger average unit size in
comparison to each of the subject’s proposed projects.
Effective Age, Quality & Condition- The subject projects are forecast to be completed and stabilized in 2023 and
will reflect excellent quality and excellent (new construction) condition. The sales, which were built between
2001 and 2018, offer comparable quality and condition. Adjustments were made for comparables that had
material differences in effective age, quality and condition when compared to the subject properties.
Project & Unit Amenities- In terms of property amenities offered, the subject will feature market-standard project
amenities and unit finishes for comparable Class A/ Luxury apartments in the subject’s market. As discussed,
it is assumed each project component will be allocated adequate parking. This adjustment category also
considers other project amenities that generate rental premiums such as waterfront views. Comparable sales
with material differences in project and unit amenities were adjusted accordingly.
Retail Space: Based on discussions with market participants, we considered the additional income attributable to
retail space and other income as a separate adjustment. Based on discussions with market participants, they
typically do not provide a separately value opinion for retail space for improved sales. Each of the subject’s
projects will include retail space including Parcel E1- 25,468 square feet, Parcel E5B- 4,407 square feet and
Parcel E6- 15,460 square feet of net rentable area. Most comparable urban apartment buildings that offer good
visibility and access include street-level retail space. A discussion of the economic characteristics of each of
the subject’s proposed apartment projects is presented in the following Income Capitalization Approach. Based
on our analysis, adjustment for additional income attributable to retail and commercial space in comparison to
the subject properties were made as appropriate.
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Economic Characteristics
This adjustment is used to reflect differences in occupancy levels, operating expense ratios, affordable housing
units, short-term rentals and other items not covered under prior adjustments that would have an economic impact
on the transaction. Separate adjustments for the present value of remaining tax credits is presented at the end of
this section. Varying adjustments between the subject’s three project components are reflective of the economic
characteristics of each, which are presented in the following Income Capitalization section. Comparable sales with
material differences in economic characteristics as compared to our forecast upon stabilization of the subject
properties as presented in the following section, were adjusted accordingly.
Other
Parcel E5B- As discussed, 81 units of this project will be operated by a short-term rental operator, which is expected
to generate higher net operating income as compared to leasing the project under typical market-rate apartment
rental terms. The remaining units will be leased for market-rate apartments. The economic characteristics of
operating the project as a short-term rental facility is discussed in the following section. We found no sales of
comparable short-term apartment rental facilities within the greater Baltimore - DC region. Based on review of
forecast income and discussions with market participants, an upward adjustment was made to each of the
comparables to account for the subject’s forecast short-term rental business.
Summary of Percentage Adjustment Method
We used the Sales Comparison Approach to estimate the Prospective Market Value Upon Stabilization of the
subject property. From that value, we make certain adjustments to derive the prospective market value upon
completion, which is presented on the following page. Prior to adjustments the comparable improved sales reflect
unit prices ranging from $410,478 to $545,455 per unit with an average pre-adjusted price of $444,017 per unit.
After adjustments, the comparable improved sales reflect unit prices for each of the subject’s project components
as follows:
Parcel E1- The adjusted unit prices range from $453,722 to $466,310 per unit with an average adjusted price of
$459,937 per unit.
Parcel E5B- The adjusted unit prices range from $466,310 to $489,600 per unit with an average adjusted price of
$478,196 per unit.
Parcel E6- The adjusted unit prices range from $411,450 to $438,567 per unit with an average adjusted price of
$428,454 per unit.
The degree of adjustment for the sales does not affect their reliability in reconciling a market value opinion of the
subject property by the Sales Comparison Approach. For additional support, we also surveyed local brokers in the
subject’s market for opinions of value and overall capitalization rates, which are presented in the following section.
We relied on the most recent sales.
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The concluded market values upon completion and stabilization of Chapter 1B (as of September 30, 2023), adjusted
for the present value of remaining tax credits, are as follows:
PERCENT ADJUSTMENT METHOD SUMMARY - PARCEL E1

Prospective Market Value Upon Stabilization Per Unit
Indicated Value per Unit $460,000
Num of Units x 162
Preliminary Value $74,520,000
PLUS Present Value of Remaining Tax Credits $6,800,000
Adjusted Value $81,320,000
Rounded to Nearest $50,000 $81,300,000
Per Unit $501,852
PERCENT ADJUSTMENT METHOD SUMMARY - PARCEL E5B

Num of Units x 121
Per Unit $516,942
PERCENT ADJUSTMENT METHOD SUMMARY - PARCEL E6

Num of Units x 254
Per Unit $466,732
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SALES COMPARISON APPROACH- OFFICE BUILDINGS
Sales Comparison Approach- Office Buildings

Methodology
The Sales Comparison Approach was used to determine the prospective market value of the subject’s proposed
office components including Parcel E5A and Parcel E7. The most widely used and market-oriented unit of
comparison for properties such as the subject is the sales price per square foot of net rentable area. All comparable
sales were analyzed on this basis. The proposed net rentable areas of Parcel E5A is 216,234 square feet and
Parcel E7 will contain 236,363 square feet.
The following pages contain a summary of the improved properties that we compared to the subject property, a
map showing their locations, and the adjustment process.
Due to the nature of the subject property and the level of detail available for the comparable data, we elected to
analyze the comparables through the application of a traditional adjustment grid using percentage adjustments.
This methodology is commonly used by participants that buy and sell property similar to the subject property.
Therefore, it is considered the appropriate methodology to use in this assignment.
In the Sales Comparison Approach we have derived the value of the subject property Prospective Market Value
Upon Stabilization of Chapter 1B. Additional adjustments for the present value of the remaining tax credits is
Comparable improved sale data sheets are presented in the Addenda of this report. The selected sales were used
for analysis of both buildings.
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SUMMARY OF IMPROVED OFFICE SALES

Parking
Property Name Year Year Ratio per Sale
No. Address, City, State NRA Built Ren. 1,000 SF Cond. Grantor Grantee Date Sale Price $/SF NOI/SF OAR Occup. Comments
1 Centerstone at Tysons 151,949 2001 2019 3.72 Excellent Rubenstein Partners, Northridge Capital, 11/19 $80,500,000 $529.78 $27.81 5.25% 100% This building is located on the western side of Westbranch Drive near Westpark Drive in the Tysons Corner submarket of
1550 Westbranch Drive L.P. LLC Fairfax County. The building is situated just east of the Tysons Corner Medical Center and approximately one-half mile
McLean, VA northeast of the Tysons Galleria mall. The building was long-term leased in early 2019 through March 2031 to Freddie Mac.
The building was significantly upgraded prior to occupancy with a renovated lobby and the addition of a tenant lounge, fitness
center, and conference room. The starting rent was approximately $28.00 per square foot on a triple net basis, which will
remain flat for two years then escalate at 3.0 percent annually. The transaction resulted in a cap rate indication of 5.25 percent
based on in-place income.
2 Thames Street Wharf 260,651 2010 - 0.19 Excellent KBS Realty Advisors Armada Hoffler 6/19 $101,000,000 $387.49 $29.01 7.49% 100% This was the sale of an 8-story, multi-tenant office building located along the Inner Harbor waterfront in downtown Baltimore.
1300 Thames Street Properties, Inc. The building was completed in 2010 and was the first building improved within the 27-acre Harbor Point planned mixed-use
Baltimore, MD project being developed by the seller, Beatty Development Group. The masonry and glass building is LEED® Gold certified for
Core and Shell. The waterfront office building known as Thames Street Wharf is anchored by Morgan Stanley & Company,
who initially leased about 134,500 square feet of the building upon completion and has since expanded and leased 172,312
square feet at the time of sale on a triple-net basis through June 2025; however, the tenant had a termination option as of
June 30, 2020. The other anchor tenant in the building is Johns Hopkins Medicine, which leases 31,336 square feet through
August 2024. The property was 100% leased at the time of sale by 7 tenants (16 tenant spaces) with an average contract rent
of about $29.00 per square on a net rental basis. The building included one retail tenant (Rosina Gourmet) containing 1,428
square feet leased at $27.57 psf net at the time of sale. The was limited other income from parking and other tenant services.
The property benefited from Enterprise Zone Tax Credits, which expire as of June 30, 2020. The net present value of the
remaining tax credits at the time of sale was about $600,000. The overall rate was based on the seller's forecast Year One pro
forma. The seller's pricing reflected a 6.50% terminal cap rate and 7.50% unleveraged IRR based on a 10-year holding period.
The investment rates were reflective of near-term lease rollover risk of its anchor tenant. The seller had previously acquired
the property in April 2014 for $89 million.
3 One Liberty Center 319,327 2005 - 1.78 Good Carr Properties USAA Real Estate 6/19 $151,200,000 $473.50 $29.07 6.14% 100% One Liberty Center is the June 2019 transfer of a Class A office building located at 875 North Randolph Street in the Ballston
875 N Randolph Street area of Arlington, Virginia. Specifically, the property is located at the southeast quadrant of 9th Street and North Randolph
Arlington, VA Street, and two block southeast of the Ballston Metrorail Station. One Liberty Center was built in 2005 and composed of
319,327 square feet of net rentable area within 13 stories. The building was fully leased, primarily to the Federal Government
for the Office of Naval Research. One liberty Center is an ISC Level IV-secured facility featuring cutting edge innovative
technologies, including direct dark fiber to the Pentagon, 100 percent connectivity throughout the building and SCIF spaces
authorized to hold the highest levels of government meetings. The property has approximately 5,000 square feet of ground
floor retail space. In June 2019, One Liberty Center transferred to USAA Real Estate for $151.2 million or $473.50 per square
foot and an overall capitalization rate of 6.14 percent.
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4 7101 Wisconsin 226,931 1975 2015 2.16 Good Brandywine Wisconsin 7101 Wisconsin 9/17 $105,725,000 $465.89 $27.91 5.99% 97% This transaction involved the sale of a Class A office building situated on a 0.72-acre parcel located at the intersection of
7101 Wisconsin Avenue Avenue, LLC Owner, LLC Wisconsin Avenue and Leland Street in Bethesda, Maryland. It is approximately half of a mile south of the Bethesda Metrorail
Bethesda, MD station, and proximate to an abundant mix of office, retail, and hotel spaces, including the Bethesda Row retail center. The 14-
story, 226,931-square foot office building was constructed in 1975 and underwent a $10.1 million renovation from 2012 to
2015, which encompassed the building's lobby, retail corridor, and conference center, as well as building common areas,
elevator upgrades and a new street level retail facade. At the time of sale, the building was 97.2 percent occupied with an
average contract rent about 5.0 percent below market, with major tenants including The Donohoe Companies, Inc. (45,310
square feet), Miller & Long Co., Inc. (44,128 square feet), and Evidera, Inc. (29,943 square feet). The building was openly
marketed for sale, and purchased by 7101 Wisconsin Owner LLC, for $105,725,000, or $465.89 per square foot and an overall
capitalization rate of 5.99 percent.
5 Legg Mason Tower 612,613 2009 - 1.68 Excellent H&S Properties CBRE Global Investors 3/17 $294,700,000 $481.05 $30.25 6.29% 100% This was the sale of a partial interest (56 percent) in a high-rise trophy office building located within the Harbor East master-
100 International Drive Development Corp. Ltd planned development along Baltimore's Inner Harbor. The property is improved with a 5-level subterranean garage containing
Baltimore, MD ±1,145 parking spaces and ground floor retail space totaling 18,988 square feet. Due to its distinctive exterior design (blue-
tinted transparent glass panels), and large size relative to other projects in Baltimore City, the building is considered a
landmark property in downtown Baltimore City. Legg Mason initially pre-leased 374,598 SF (±61 percent) of the building in
2007, with expansion rights. Legg Mason subsequently subleased space and leased 217,680 square feet of the time of sale.
The master lease expires August 31, 2024, with extension options for an additional 15 years. Legg Mason, Inc. is considered a
credit tenant by market participants and was last rated by Standard and Poors with a rating of BBB (stable). Another large,
long-term tenant is One Main Financial Group, which leases 109,156 square feet. The overall rate was based on estimated in-
place income at the time of sale.
STATISTICS
Low 151,949 1975 2015 0.19 3/17 $80,500,000 $387.49 $27.81 5.25% 97%
High 612,613 2010 2019 3.72 11/19 $294,700,000 $529.78 $30.25 7.49% 100%
Average 314,294 2000 2017 1.91 9/18 $146,625,000 $467.54 $28.81 6.23% 99%

IMPROVED OFFICE SALE LOCATION MAP

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IMPROVED SALE ADJUSTMENT GRID - PARCEL E5A

Property Adj.
Price PSF & Rights Conditions Market (1) Age, Quality Price
No. Date Conveyed of Sale Financing Conditions Subtotal Location Size & Condition Parking Utility (2) Economics Other PSF Overall
1 $529.78 Leased Fee Arm's-Length None Inferior $575.32 Superior Similar Similar Similar Similar Superior Similar $489.03 Superior
11/19 0.0% 0.0% 0.0% 8.6% 8.6% -10.0% 0.0% 0.0% 0.0% 0.0% -5.0% 0.0% -15.0%
2 $387.49 Leased Fee Arm's-Length None Inferior $424.66 Similar Similar Similar Inferior Similar Inferior Similar $488.36 Inferior
6/19 0.0% 0.0% 0.0% 9.6% 9.6% 0.0% 0.0% 0.0% 5.0% 0.0% 10.0% 0.0% 15.0%
3 $473.50 Leased Fee Arm's-Length None Inferior $518.99 Superior Similar Inferior Similar Similar Similar Similar $493.04 Superior
6/19 0.0% 0.0% 0.0% 9.6% 9.6% -10.0% 0.0% 5.0% 0.0% 0.0% 0.0% 0.0% -5.0%
4 $465.89 Leased Fee Arm's-Length None Inferior $533.53 Superior Similar Inferior Superior Similar Similar Similar $480.18 Superior
9/17 0.0% 0.0% 0.0% 14.5% 14.5% -10.0% 0.0% 5.0% -5.0% 0.0% 0.0% 0.0% -10.0%
5 $481.05 Partial Interest Arm's-Length None Inferior $558.29 Similar Larger Similar Superior Superior Superior Similar $474.55 Superior
3/17 0.0% 0.0% 0.0% 16.1% 16.1% 0.0% 5.0% 0.0% -5.0% -5.0% -10.0% 0.0% -15.0%
STATISTICS
$387.49 - Low Low - $474.55 -15.00%
$529.78 - High High - $493.04 15.00%
$467.54 - Average Average - $485.03 -6.00%
(1) Market Conditions Adjustment (2) Utility Footnote
See Variable Growth Rate Assumptions Table Utility includes loss factor, floor plates, premiums, amenities, LEED, etc.
A-351


IMPROVED SALE ADJUSTMENT GRID - PARCEL E7

Property Adj.
Price PSF & Rights Conditions Market (1) Age, Quality Parking Price
No. Date Conveyed of Sale Financing Conditions Subtotal Location Size & Condition Ratio Utility (2) Economics Other PSF Overall
1 $529.78 Leased Fee Arm's-Length None Inferior $534.25 Superior Similar Similar Similar Similar Inferior Similar $560.96 Inferior
11/19 0.0% 0.0% 0.0% 0.8% 0.8% -10.0% 0.0% 0.0% 0.0% 0.0% 15.0% 0.0% 5.0%
2 $387.49 Leased Fee Arm's-Length None Inferior $394.34 Similar Similar Similar Inferior Similar Inferior Similar $552.08 Inferior
6/19 0.0% 0.0% 0.0% 1.8% 1.8% 0.0% 0.0% 0.0% 15.0% 0.0% 25.0% 0.0% 40.0%
3 $473.50 Leased Fee Arm's-Length None Inferior $481.93 Superior Similar Inferior Similar Similar Inferior Similar $554.22 Inferior
6/19 0.0% 0.0% 0.0% 1.8% 1.8% -10.0% 0.0% 10.0% 0.0% 0.0% 15.0% 0.0% 15.0%
4 $465.89 Leased Fee Arm's-Length None Inferior $495.44 Superior Similar Inferior Similar Similar Inferior Similar $569.76 Inferior
9/17 0.0% 0.0% 0.0% 6.3% 6.3% -10.0% 0.0% 10.0% 0.0% 0.0% 15.0% 0.0% 15.0%
5 $481.05 Partial Interest Arm's-Length None Inferior $518.43 Similar Larger Similar Similar Superior Inferior Similar $570.27 Inferior
3/17 0.0% 0.0% 0.0% 7.8% 7.8% 0.0% 5.0% 0.0% 0.0% -5.0% 10.0% 0.0% 10.0%
STATISTICS
$387.49 - Low Low - $552.08 5.00%
$529.78 - High High - $570.27 40.00%
$467.54 - Average Average - $561.46 17.00%
See Variable Growth Rate Assumptions Table Utility includes loss factor, floor plates, premiums, amenities, LEED, etc.
A-352



term, there is typically no reversionary value to the leasehold interest. We are valuing the leased fee interest upon
stabilization as reflected by each of the comparables. Comparable Five was the sale of a partial interest. Based on
discussions with market participants, a separate adjustment for the partial interest transaction is not required.
Conditions of Sale
Financial Terms
Market Conditions
The sales that are included in this analysis occurred between December 2015 and June 2019. The sales occurred
19 pandemic.
Location
Comparables One, Three and Four require downward adjustment for superior submarket location.
Physical Traits
Each property has various physical traits that determine its appeal. These traits include size, age, condition, quality
and utility.
Size: Based on discussions with market participants, Comparable Five requires a slight upward adjustment is for
much larger project size.
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Age, Quality & Condition: The subject properties will represent new, Class A quality construction upon completion
and stabilization. Adjustments were made for comparables that had material differences in effective age, quality
and condition when compared to the subject properties.
Parking: As discussed, Parcel E5A will have one level of street level parking with about 22 spaces. Parcel E7 will
have no on-site parking; however, both projects will have a designated right-of-use easement for an allocated
number of parking spaces within the proposed parking garage to be improved on Parcel E1B. For purposes of this
analysis, we assume the subject’s parcels will be provided adequate parking to support the intended uses.
Comparable Two requires an upward adjustment for inferior parking.
Utility- This adjustment category accounts for building utility including floor plates, waterfront views, etc.
Adjustments for building utility vary slight from each of the proposed projects based on proposed design and
amenities. Downward adjustment is required for Comparable Five for superior building utility in comparison to the
subject, including superior waterfront views.
The economic characteristics of a property include its occupancy levels, operating expense ratios, tenant quality,
amount of street level retail space, miscellaneous revenue and other items not covered under prior adjustments
that would have an economic impact on the transaction in comparison to the subject upon stabilization. We make
a separate adjustment at the end of this section for lease-up costs until the subject achieves stabilization.
Parcel E5A- Upward adjustment is required for Comparable Two, and downward adjustments are required for
Comparables One and Five for superior economic characteristics comparison to the subject.
Parcel E7- Upward adjustments are required for each of the comparables for inferior economic characteristics,
which is reflective of the amount of retail space (38,756 square feet) proposed for the subject property.
Other
This category accounts for any other adjustments not previously discussed. Based on our analysis of these sales,
none require any additional adjustment.
We used the Sales Comparison Approach to estimate the prospective market value of the subject property upon
stabilization and the prospective market value upon completion. After adjustments the comparable improved sales
reflect and range in unit prices per project as follows:
Parcel E5A- The range in adjusted comparable units prices is $474.55 to $493.04 per square foot with an average
adjusted price of $485.03 per square foot. The degree of adjustment for the sales does not affect their reliability in
reconciling a market value opinion of the subject property by the Sales Comparison Approach. For additional
support, we spoke with property owners, brokers and investors regarding current investment sale considerations,
the results of which are presented later in the Income Capitalization Approach.
Parcel E7- The range in adjusted comparable units prices is $552.08 to $570.27 per square foot with an average
adjusted price of $561.46 per square foot. The degree of adjustment for the sales does not affect their reliability in
reconciling a market value opinion of the subject property by the Sales Comparison Approach. For additional
support, we spoke with property owners, brokers and investors regarding current investment sale considerations,
the results of which are presented later in the Income Capitalization Approach.
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Sales Comparison Approach Conclusion

The concluded market values upon completion and stabilization of Chapter 1B (as of September 30, 2023), adjusted
for the present value of remaining tax credits, are as follows:
SALES COMPARISON APPROACH- PARCEL E5A

Prospective Market Value Upon Stabilization
Indicated Value per Square Foot of NRA $485.00
Net Rentable Area in Square Feet x 216,234
PLUS PV of Remaining Tax Credits $9,900,000
Rounded to nearest $50,000 $114,750,000
Per Square Foot $530.68
SALES COMPARISON APPROACH- PARCEL E7

Indicated Value per Square Foot NRA $562.00
Net Rentable Area in Square Feet x 236,363
PLUS PV of Remaining Tax Credits $11,950,000
Per Square Foot $612.62
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PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY SALES COMPARISON APPROACH- GARAGE (E1B)
Sales Comparison Approach- Garage (E1B)

Methodology
The Sales Comparison Approach was used to the determine the market value of the subject’s proposed parking
garage. The most widely used and market-oriented unit of comparison for properties such as the subject is the
sales price per parking space. The subject’s E1B garage is proposed to contain 1,023 parking spaces. All
comparable sales were analyzed on this basis. The following pages contain a summary of the improved properties
that we compared to the subject property, a map showing their locations, and the adjustment process. Comparable
improved sale data sheets are presented in the Addenda of this report.
Due to the nature of the subject property and the level of detail available for the comparable data, we elected to
analyze the comparables through the application of a traditional adjustment grid using percentage adjustments.
Due to the lack of comparable sales within the subject’s market, we researched the sales of parking garages within
comparable urban markets throughout the United States. The selected sales were best transactions available for
comparable analysis that we confirmed.
A-356
SUMMARY OF IMPROVED SALES - PARCEL E1B PARKING GARAGE

Total
Property Name Year Parking Sale
No. Address, City, State Built Spaces Grantor Grantee Date Sale Price $/Space NOI/Space OAR Comments
S Subject Property 2022 1,023
1 Corporate Plaza Garage 2007 922 Delle Donne & Oak Street Real Estate 5/17 $29,000,000 $31,453 $1,730 5.50% This was the sale of a 12-story above-grade masonry parking garage located in downtown Wilmington, DE. The site is
612 W. 11 Street Associates, Inc. Capital located adjacent to proposed mixed-use development approved for up to 1 million square feet of development. The
Wilmington, DE property is also located proximate to the Christiana Care Wilmington Hospital Campus. The property is operated as
public garage with transient and monthly income managed by third-party parking operator. The overall rate was based
on trailing 12-month income at the time of sale.
2 Manger Parking Deck 1974 420 Manger Building, LP Congress Investors, 5/17 $20,100,000 $47,857 $2,968 6.20% This 7-story parking deck is located in the historic district of downtown Savannah, Georgia. The seller reported that the
115 E. Congress Street LLC garage had 420 spaces, a pro forma cap rate of 6.80% and an actual cap rate of 6.20%. The buyer reported that the
Savannah, GA building needed approximately $225,000 in deferred maintenance. It is noted that the seller reported the garage had
375 spaces. The reason for this discrepancy is not known. The sales price per parking space equates to $47,857.
3 InterPark Hilton Garage 1974 1,016 255 Courtland LLC UGP - 255 Courtland 12/16 $34,000,000 $33,465 $2,175 6.50% This was the sale of a 1,016-space parking garage to InterPark. The garage is underground and shared by the Hilton
255 Courtland Street NE Garage, LLC Atlanta and a former office building that was converted to apartments and is now called "The Office." Approximately 600
Atlanta, GA spaces are dedicated to the hotel and approximately 400 spaces are dedicated to the residential piece. The property
was marketed for less than two months and there was significant interest, generally from owner-operators. The sales
price per parking space equates to $33,465.
4 Towson Square Garage 2014 850 Heritage Properties and Baltimore County 10/15 $19,759,000 $23,246 $1,529 6.58% This was the sale of a 3-level, above-grade parking garage totaling 850 spaces, which equates to $22,893 per space.
103 East Joppa Road Cordish Cos. Revenue Authority The garage was structured under a condominium regime to facilitate separate ownership and to share the land and
Towson, MD common areas as part of a retail development known as Towson Square located within downtown Towson. The Towson
Square complex includes a 3,400 seat, 15 screen movie theater on two levels improved above the garage, plus eight
restaurant pad sites. The Baltimore County Revenue Authority, a quasi-governmental agency, agreed to acquire the
parking garage from the developers once all the tenants were secured at Towson Square, making the garage more
financially viable. The purchase agreement was completed prior to construction, about 5 years prior to the sale. The
cinema opened in July 2014 and the retail spaces were fully leased and occupied at the time of sale. The developers
sold the rest of the development to Retail Properties of America, Inc. for $40.5 million November 2015. The overall rate
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was based on the buyer's forecast net operating income at the time of sale.
5 30 Light Street Garage 2009 560 Lexington Realty Trust Corporate Office 8/15 $16,500,000 $29,464 $2,033 6.90% This was the sale of a 10-story above-grade parking garage located at the northwest quadrant of East Lombard Street
30 Light Street Properties Trust and Light Street, in downtown Baltimore City. This property was part of a two-property sale that included the adjacent
Baltimore, MD Transamerica Tower, which is a 35-story office building that separately sold for $104.5 million. This masonry parking
garage was constructed in 2009 and contains 560 parking spaces on nine above grade levels and 11,678 square feet of
ground floor retail space. Approximately 29 percent of the ground floor retail space was leased at the time of sale to
retail tenant Subway. The seller retained the leased fee interest in the property (the leasehold interest was sold). The
underlying land is owned in a joint venture between Lexington Property Trust and the Ethel S Blumenfeld Trust. The
ground lease runs through 2097. The overall rate was based on budgeted year one net operating income at the time of
sale. The unit price equates to $29,464 per parking space.
6 Millennium Garage 1999 595 City of Detroit 450 Associates LLC 7/19 $18,650,000 $31,345 $1,724 5.50% The Millennium Garage is located at 432-450 W. Congress Street in Detroit. This 9-level parking structure was built in
432 West Congress Street 1975 and contains 595 parking spaces. The garage is fully automated but is also equipped with two attendant booths
Detroit, MI along First Street. The property is near the financial district and adjacent to Cobo Hall which recently finished major
renovation work. In July 2019 a private investor purchased the garage for $18,650,000. At the time of sale monthly
parking rates in the immediate area ranged from $150 to $250 per month for unreserved. There is no retail component.
The overall rate is based on the buyer's pro forma NOI.
STATISTICS
Low 1974 420 8/15 $16,500,000 $23,246 $1,529 5.50%
High 2014 1,016 7/19 $34,000,000 $47,857 $2,968 6.90%
Average 1996 727 2/17 $23,001,500 $32,805 $2,027 6.20%

IMPROVED SALE ADJUSTMENT GRID - PARCEL E1B PARKING GARAGE

Price per Property Adj.
(1)
Space & Rights Conditions Market Age, Quality Price
No. Sale Date Conveyed of Sale Financing Conditions Subtotal Location Size & Condition Utility (2) Economics Other Space Overall
1 $31,453 Leased Fee Arm's-Length None Inferior $33,705 Similar Similar Similar Superior Superior Similar $26,964 Superior
5/17 0.0% 0.0% 0.0% 7.2% 7.2% 0.0% 0.0% 0.0% -10.0% -10.0% 0.0% -20.0%
2 $47,857 Leased Fee Arm's-Length None Inferior $51,290 Superior Smaller Inferior Superior Superior Similar $28,209 Superior
5/17 0.0% 0.0% 0.0% 7.2% 7.2% -15.0% -10.0% 5.0% -10.0% -15.0% 0.0% -45.0%
3 $33,465 Fee Simple Arm's-Length None Inferior $36,285 Superior Similar Inferior Similar Superior Similar $27,214 Superior
12/16 0.0% 0.0% 0.0% 8.4% 8.4% -15.0% 0.0% 5.0% 0.0% -15.0% 0.0% -25.0%
4 $23,246 Fee Simple Arm's-Length None Inferior $25,944 Similar Similar Inferior Similar Similar Similar $27,241 Inferior
10/15 0.0% 0.0% 0.0% 11.6% 11.6% 0.0% 0.0% 5.0% 0.0% 0.0% 0.0% 5.0%
5 $29,464 Leasehold Arm's-Length None Inferior $34,671 Similar Smaller Similar Similar Superior Similar $27,737 Superior
8/15 5.0% 0.0% 0.0% 12.1% 17.7% 0.0% -10.0% 0.0% 0.0% -10.0% 0.0% -20.0%
6 $31,345 Fee Simple Arm's-Length None Inferior $31,849 Superior Smaller Similar Similar Similar Similar $27,072 Superior
7/19 0.0% 0.0% 0.0% 1.6% 1.6% -5.0% -10.0% 0.0% 0.0% 0.0% 0.0% -15.0%
STATISTICS
$23,246 - Low Low - $26,964
$47,857 - High High - $28,209
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See Variable Growth Rate Assumptions Table Utility includes site layout, signage, visibility, etc.


IMPROVED GARAGE SALE LOCATION MAP

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term, there is typically no reversionary value to the leasehold interest.
Comparable Five requires upward adjustment for inferior property rights as reflecting the leasehold interest.
Conditions of Sale
Financial Terms
Market Conditions
The sales that are included in this analysis occurred between August 2015 and July 2019. The sales occurred prior
to the recent economic impact of the COVID-19 pandemic. As the market has improved over this time period, we
applied an annual adjustment of 2.5 percent through the inflection point of March 11, 2020, the date of the
19 pandemic..
Location
An adjustment for location is required when the locational characteristics of a comparable property differ from those
of the subject property. Comparables Two, Three and Six require downward adjustment for superior submarket
location.
Physical Traits
Each property has various physical traits that determine its appeal. These traits include size, age, condition, quality,
and utility.
Size: Comparables Two, Five and Six require slight downward adjustment for much smaller project size.
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Age, Quality & Condition: Comparables Two, Three and Four require upward adjustment for inferior effective age.
Utility: The utility of a parking garage includes property layout to maximize the number of spaces, adequate drive
lanes, self-parking equipment, signage and visibility. Comparables One and Two require downward adjustment for
superior building utility.
The economic characteristics of a property include its occupancy levels, operating expense ratios, operator quality,
net operating income per space, and other items not covered under prior adjustments that would have an economic
impact on the transaction. A discussion of the subject’s economic characteristics is presented in the following
Income Capitalization section. Comparables One, Two, Three and Five require downward adjustment for superior
economic characteristics in comparison to the subject forecast upon stabilization.
Other
This category accounts for any other adjustments not previously discussed. Based on our analysis of these sales,
none require any additional adjustment.
We used the Sales Comparison Approach to estimate the prospective market values of the subject property upon
completion and stabilization. After adjustments, the comparable improved sales reflect unit prices ranging from
$26,964 to $28,209 per parking space with an average adjusted price of $27,406 per parking space. The degree of
adjustment for the sales does not affect their reliability in reconciling a market value opinion of the subject property
by the Sales Comparison Approach. For additional support, we spoke with property owners, brokers and investors
regarding current investment sale considerations, the results of which are presented later in the Income
Capitalization Approach.
The concluded market value upon completion and stabilization of Chapter 1B (as of September 30, 2023), adjusted
for the present value of remaining tax credits, is as follows:
APPLICATION TO SUBJECT - PARCEL E1B- GARAGE

Indicated Value per Parking Space $27,250
Number of Parking Spaces x 1,023
Per Parking Space $31,574
$27,876,750
A-361
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY INCOME CAPITALIZATION APPROACH

Introduction
Each of the subject’s components in Chapter 1B, except E1 and E1B, will be subdivided allowing for the potential
to sell the individual project components upon stabilization including the apartments and office buildings. The
developer could also consider selling the entire project to a single buyer. According to discussions with market
participants, investors would analyze each project component separately and then aggregate the individual
components to estimate a market value opinion. There is no market evidence that there would be a portfolio
discount or premium if the project was sold to a single economic entity versus each component being sold
separately. In our opinion, it is appropriate to value each Chapter 1B project component separately and reconcile
a market value of the subject as if sold as a single economic entity upon stabilization (of the entire Chapter 1B),
which is presented at the end of this section per the client’s request.
Methodology
The Income Capitalization Approach determines the value of a property based on the anticipated economic benefits.
The principle of “anticipation” is essential to this approach, which recognizes the relationship between an asset’s
potential future income and its value. To value the anticipated economic benefits of a property, potential income
and expenses must be projected, and the most appropriate capitalization method must be selected.
The most common methods of converting net income into value are Direct Capitalization and Yield Capitalization.
In direct capitalization, net operating income is divided by an overall capitalization rate to indicate an opinion of
market value. In the yield capitalization method, anticipated future cash flows and a reversionary value are
discounted to an opinion of net present value at a chosen yield rate (internal rate of return). Investors acquiring this
type of asset will typically look at year one returns but must also consider long-term strategies. Hence, depending
on certain factors, each of the income approach methods has merit.
The subject property is a proposed mixed-use development that will include office, retail, parking and apartment
components upon completion. The developer has executed three office leases for Parcel E7 as of the effective date
of this appraisal totaling 39,595 square feet. The rental rates achieved are the highest in the market demonstrating
demand for subject’s location and proposed improvements. Nonetheless, pre-leasing represents only about 10
percent of the proposed 404,299 square feet of office space upon completion.
About 47 percent of the project is being developed for apartment use (537 apartment units), which will include short-
term rentals and affordable housing.
Investors typically utilize the Direct Capitalization Approach for stabilized properties. There were few recent
comparable sales that reflected similar physical and economic characteristics of some of the subject property
components, limiting the reliability of the Direct Capitalization Approach. Thus, we relied on the Discounted Cash
Flow (DCF) method to determine the prospective market values of the subject, which is the primary valuation
approach used by market participants for comparable properties. Nonetheless, we also included the Direct
Capitalization Approach in estimating the prospective market value upon stabilization for additional support.
For purposes of this analysis, we provide a separate analysis for the subject’s individual project components
including apartments, followed by commercial space (office, retail) and parking.
For analysis purposes, we forecast pro formas for each project component upon stabilization, as well as upon
stabilization of the entire Chapter 1B project (as of September 30, 2023, with a stabilized cash flow analysis start
date as of October 1, 2023).
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Income Capitalization Approach- Apartments/ Retail (Parcels E1/ E5B/ E6)

Apartment Unit Rental Income Analysis
Parcel E1: Parcel E1 will offer units ranging in size from 460 to 1,185 square feet, with an average size of 840
square feet. The owner’s estimated rents for market-rate units and affordable housing units as reflected by the
following table. The owner reports Parcel E1 will include 35 affordable housing units with rents based on tenants
earning not more than 80 percent of the Area Median Income (AMI), plus a $75 per month utility reimbursement.
UNIT MIX - PARCEL E1

Owner's
Unit Description Asking Rents (2020 $)
Average Average
Total Unit Size Total Average Monthly
No. Plan BR BA Units (SF) (SF) Monthly Rent Rent PSF
1 0A-Market 0 1.0 4 460 1,840 $1,610 $3.50
2 0B-Market 0 1.0 15 538 8,070 $1,883 $3.50
3 1A-Market 1 1.0 1 576 576 $1,811 $3.14
4 1B-Marlet 1 1.0 1 587 587 $1,846 $3.14
5 1C-Market 1 1.0 4 661 2,644 $2,079 $3.14
6 1D-Market 1 1.0 6 664 3,984 $2,088 $3.14
7 1D2- Market 1 1.0 1 761 761 $2,393 $3.14
8 1D3-Market 1 1.0 1 783 783 $2,462 $3.14
9 1E-Market 1 1.0 1 668 668 $2,101 $3.14
10 1F-Market 1 1.0 1 740 740 $2,327 $3.14
11 1F1-Market 1 1.0 5 766 3,830 $2,409 $3.14
12 1F2-Market 1 1.0 1 771 771 $2,387 $3.10
13 1F3-Market 1 1.0 1 764 764 $2,403 $3.14
14 1F4-Market 1 1.0 1 789 789 $2,481 $3.14
15 1F5-Market 1 1.0 1 806 806 $2,535 $3.14
16 1F6-Market 1 1.0 2 819 1,638 $2,576 $3.14
17 1F7-Market 1 1.0 5 849 4,245 $2,670 $3.14
18 1G-Market 1 1.0 1 778 778 $2,447 $3.14
19 1G1-Market 1 1.0 5 784 3,920 $2,465 $3.14
20 1H-Market 1 1.0 6 769 4,614 $2,418 $3.14
21 1J-Market 1 1.0 6 794 4,764 $2,497 $3.14
22 1K-Market 1 1.0 1 812 812 $2,554 $3.14
23 1L-Market 1 1.0 1 921 921 $2,896 $3.14
24 L1-Market 1 1.0 1 940 940 $2,956 $3.14
25 1L2-Market 1 1.0 5 986 4,930 $3,101 $3.14
26 1M-Market 1 1.0 6 940 5,640 $2,956 $3.14
27 1N-Market 1 1.0 6 979 5,874 $3,079 $3.14
28 2B1-Market 2 2.0 2 1,083 2,166 $3,229 $2.98
29 2B2-Market 2 2.0 5 1,123 5,615 $3,348 $2.98
30 2C-Market 2 2.0 11 1,068 11,748 $3,184 $2.98
31 2D-Market 2 2.0 6 1,152 6,912 $3,435 $2.98
32 2E-Market 2 2.0 1 1,119 1,119 $3,337 $2.98
33 2E1-Market 2 2.0 2 1,126 2,252 $3,357 $2.98
34 2E2-Market 2 2.0 5 1,177 5,885 $3,510 $2.98
35 2F-Market 2 2.0 6 1,185 7,110 $3,533 $2.98
36 0A- Affordable 0 1.0 1 460 460 $1,025 $2.23
37 1A- Affordable 1 1.0 5 576 2,880 $1,440 $2.50
38 1B- Affordable 1 1.0 5 587 2,935 $1,440 $2.45
39 1C- Affordable 1 1.0 1 661 661 $1,440 $2.18
40 1D1- Affordable 1 1.0 1 734 734 $1,440 $1.96
41 1D2- Affordable 1 1.0 1 761 761 $1,440 $1.89
42 1D3- Affordable 1 1.0 4 783 3,132 $1,440 $1.84
43 1E- Affordable 1 1.0 4 668 2,672 $1,440 $2.16
44 1F1- Affordable 1 1.0 1 766 766 $1,440 $1.88
45 1F4- Affordable 1 1.0 4 789 3,156 $1,440 $1.83
46 2A- Affordable 2 2.0 6 1,055 6,330 $1,723 $1.63
47 2B- Affordable 2 2.0 1 1,064 1,064 $1,723 $1.62
48 2B- Affordable 2 2.0 1 1,068 1,068 $1,723 $1.61
MINIMUM 460 460 $1,025 $1.61
MAXIMUM 1,185 11,748 $3,533 $3.50
TOTAL/AVG. 162 840 136,115 $2,426 $2.91
Based on owner forecast as of: June 1, 2020
A-363
Forecast quoted rents (in 2020 $) range from $1,025 to $1,723 for affordable housing units. Forecast quoted rents
for market-rate units range from and $1,610 to $3,533 per month for market rate units. Ownership is forecasting
one month of free rent on a new one-year lease for market rate housing and no concessions for affordable housing
during the lease-up period until the project reaches stabilization. Concessions are typical during the lease-up phase
of new projects in the market. Effective rents upon stabilization range from $1.61 to $2.50 per square foot per month
for affordable housing units, and $2.73 to $3.21 per square foot per month for market rate units (in 2020 $). The
following table provides a Unit Mix Summary for the subject’s Parcel E1:
UNIT MIX SUMMARY - PARCEL E1

Average
Studio Units 11.7% 19 522 9,910
Total Units 100.0% 162 840 136,115
Parcel E5B: As reflected by the table below, the subject property will offer units ranging in size from 529 to 1,329
square feet, with an average size of 776 square feet. As reflected by the table below, the owner has included
estimated rents for Market-Rate units and ROOST (short-term rental managed units). The owner reports 81 units
will be managed as short-term rentals and priced on a daily room rate similar to extended-stay hotels. The owner
estimates an average daily occupancy of 88 percent forecast upon stabilization. As will be discussed, our forecast
reflects an average daily occupancy of 70 percent upon stabilization with nightly room rates ranging from $143 a
night for studio units to $429 a night for 3BR/3BA units. Based on data The remaining 40 units will be leased as
market-rate units with forecast asking rental rates of $1,648 to $3,711 per month (2020 $).
Ownership is not forecasting any concessions for this building. Effective rents average $6.80 per square foot per
month for ROOST units, and $3.09 to $3.58 per square foot per month for market-rate units.
The tables on the following page include a unit mix summary for Parcel E5B.
A-364
UNIT MIX - PARCEL E5B

Owner's Asking Market
Unit Description Rents (2020 $)
Quoted Quoted
Average Average Effective Effective
Total Unit Size Total Average Monthly Monthly Monthly Rent
No. Plan BR BA Units (SF) (SF) Monthly Rent Rent PSF Rent PSF
1 Studio- Market 0 1.0 2 461 922 $1,648 $3.58 $1,648 $3.58
2 Studio- Market 0 1.0 2 586 1,172 $2,095 $3.58 $2,095 $3.58
3 1 Bedroom- Market 1 1.0 16 719 11,504 $2,351 $3.27 $2,351 $3.27
4 1 Bedroom- Market 1 1.0 4 626 2,504 $2,047 $3.27 $2,047 $3.27
5 1 Bedroom- Market 1 1.0 2 669 1,338 $2,187 $3.27 $2,187 $3.27
6 1 Bedroom- Market 1 1.0 6 665 3,990 $2,174 $3.27 $2,174 $3.27
7 1 Bedroom- Market 1 1.0 2 878 1,756 $2,871 $3.27 $2,871 $3.27
8 2 Bedroom- Market 2 2.0 4 1,085 4,340 $3,350 $3.09 $3,350 $3.09
9 2 Bedroom- Market 2 2.0 2 1,202 2,404 $3,711 $3.09 $3,711 $3.09
10 Studio- ROOST 0 1.0 3 461 1,383 $3,134 $6.80 $3,134 $6.80
11 Studio- ROOST 0 1.0 3 586 1,758 $3,984 $6.80 $3,984 $6.80
12 1 Bedroom- ROOST 1 1.0 24 719 17,256 $4,889 $6.80 $4,889 $6.80
13 1 Bedroom- ROOST 1 1.0 8 666 5,328 $4,528 $6.80 $4,528 $6.80
14 1 Bedroom- ROOST 1 1.0 6 626 3,756 $4,256 $6.80 $4,256 $6.80
15 1 Bedroom- ROOST 1 1.0 3 669 2,007 $4,549 $6.80 $4,549 $6.80
16 1 Bedroom- ROOST 1 1.0 9 665 5,985 $4,522 $6.80 $4,522 $6.80
17 1 Bedroom- ROOST 1 1.0 2 528 1,056 $3,590 $6.80 $3,590 $6.80
18 1 Bedroom- ROOST 1 1.0 1 661 661 $4,494 $6.80 $4,494 $6.80
19 1 Bedroom- ROOST 1 1.0 3 878 2,634 $5,970 $6.80 $5,970 $6.80
20 2 Bedroom- ROOST 2 2.0 6 1,085 6,510 $7,377 $6.80 $7,377 $6.80
21 2 Bedroom- ROOST 2 2.0 3 1,202 3,606 $8,173 $6.80 $8,173 $6.80
22 2 Bedroom- ROOST 2 2.0 5 1,171 5,855 $7,962 $6.80 $7,962 $6.80
23 2 Bedroom- ROOST 2 2.0 3 1,153 3,459 $7,840 $6.80 $7,840 $6.80
24 3 Bedroom- ROOST 3 2.0 1 1,397 1,397 $9,499 $6.80 $9,499 $6.80
25 3 Bedroom- ROOST 3 2.0 1 1,285 1,285 $8,737 $6.80 $8,737 $6.80
MINIMUM 461 661 $1,648 $3.09 $1,648 $3.09
MAXIMUM 1,397 17,256 $9,499 $6.80 $9,499 $6.80
TOTAL/AVG. 121 776 93,866 $4,397 $5.63 $4,397 $5.67
UNIT MIX SUMMARY - PARCEL E5B
Type % Total No. of Units Average Unit (SF) NRA (SF)

Studio Units 8.3% 10 529 5,293
Total Market-Rate Units 16.5% 20 746 14,911
Total ROOST Units 83.5% 101 782 79,032
Total Units 100.0% 121 1,430 172,975
A-365
UNIT MIX - PARCEL E6

Owner's
Unit Description Asking Rents (2020 $)
Average Average
Total Unit Size Total Average Monthly
No. Plan BR BA Units (SF) (SF) Monthly Rent Rent PSF
1 ST - Market 0 1.0 22 542 11,924 $1,943 $3.59
2 JR 1A - Market 1 1.0 16 637 10,195 $2,082 $3.27
3 JR 1B - 2 - Market 1 1.0 1 706 706 $2,306 $3.27
4 1A - Market 1 1.0 40 734 29,360 $2,398 $3.27
5 1A-1 - Market 1 1.0 3 734 2,202 $2,398 $3.27
6 1B - Market 1 1.0 29 805 23,345 $2,630 $3.27
7 1B - 1 - Market 1 1.0 4 851 3,402 $2,779 $3.27
8 1B - 2 - Market 1 1.0 1 877 877 $2,865 $3.27
9 1B - 3 - Market 1 1.0 3 737 2,210 $2,407 $3.27
10 1C - Market 1 1.0 5 748 3,740 $2,444 $3.27
11 1D - Market 1 1.0 6 698 4,188 $2,280 $3.27
12 1E - Market 1 1.0 6 845 5,070 $2,760 $3.27
13 1F - Market 1 1.0 1 894 894 $2,920 $3.27
14 1F - 1 - Market 1 1.0 1 879 879 $2,871 $3.27
15 1G + D - Market 1 1.0 5 1,025 5,125 $3,348 $3.27
16 1H + D - Market 1 1.0 5 1,055 5,275 $3,446 $3.27
17 1J + D - Market 1 1.0 1 979 979 $3,198 $3.27
18 2A - Market 2 2.0 6 1,126 6,756 $3,239 $2.88
19 2B - Market 2 2.0 4 1,007 4,028 $2,897 $2.88
20 2C - Market 2 2.0 4 1,265 5,058 $3,638 $2.88
21 2D - Market 2 2.0 12 1,265 15,180 $3,639 $2.88
22 2E - Market 2 2.0 6 1,310 7,860 $3,768 $2.88
23 2F - Market 2 2.0 6 1,026 6,156 $2,951 $2.88
24 2G - Market 2 2.0 2 1,182 2,364 $3,400 $2.88
25 2H - Market 2 2.0 3 1,344 4,032 $3,866 $2.88
26 2J - Market 2 2.0 3 1,557 4,671 $4,479 $2.88
27 2J - 1 - Market 2 2.0 1 1,542 1,542 $4,435 $2.88
28 2K - Market 2 2.0 1 1,168 1,168 $3,360 $2.88
29 2L - Market 2 2.0 1 1,001 1,001 $2,879 $2.88
30 3A - Market 3 2.0 2 1,793 3,585 $5,109 $2.85
31 ST-2 - Affordable 0 1.0 2 581 1,162 $863 $1.49
32 JR 1A - Affordable 1 1.0 17 637 10,832 $925 $1.45
33 JR 1A-1 - Affordable 1 1.0 6 618 3,708 $925 $1.50
34 JR 1B - Affordable 1 1.0 1 638 638 $925 $1.45
35 JR 1B -1 - Affordable 1 1.0 1 631 631 $925 $1.47
36 JR 1C - Affordable 1 1.0 1 667 667 $925 $1.39
37 1A-1 - Affordable 1 1.0 3 734 2,202 $925 $1.26
38 1B - Affordable 1 1.0 10 805 8,050 $925 $1.15
39 2A - Affordable 2 2.0 4 1,126 4,504 $1,102 $0.98
40 2A - 1 - Affordable 2 2.0 2 1,046 2,092 $1,102 $1.05
41 2B - Affordable 2 2.0 2 1,007 2,014 $1,102 $1.09
42 2G - Affordable 2 2.0 3 1,182 3,546 $1,102 $0.93
43 3A - Affordable 3 2.0 2 1,793 3,585 $1,260 $0.70
MINIMUM 542 631 $863 $0.70
MAXIMUM 1,793 29,360 $5,109 $3.59
TOTAL/AVG. 254 856 217,405 $2,359 $2.79
UNIT MIX SUMMARY- PARCEL E6

Average
Studio Units 8.7% 22 542 11,924
Total Units 100.0% 254 856 217,405
A-366
Parcel E6- As reflected on the tables on the priory page, the subject’s proposed Parcel E6 will offer apartment units
ranging in size from 542 to 1,793 square feet, with an average size of 856 square feet. The owner has included
estimated rents for Market-Rate units and affordable housing units. The owner reports 54 affordable housing units
will be included within Parcel E6 with rents based on tenants earning not more than 50 percent of the AMI, plus a
monthly utility reimbursement. Forecast quoted rents (in 2020 $) range from $925 to $1,102 per month for
affordable housing units, and $1,943 to $5,109 per month for market rate units. Ownership is forecasting one month
of free rent on a new one-year lease for market rate housing during the lease-up period until stabilization and no
concessions for affordable housing. Effective rents after accounting for concessions range from $0.70 to $1.50 per
square foot per month for affordable housing units, and range from $2.85 to $3.59 per square foot per month for
market rate units.
In order to ascertain if the subject’s quoted apartment rents and concessions are market oriented, we will analyze
rent levels at competing apartment complexes.
Establishing Market Rental Rates
In an effort to estimate the current market rent achievable for the subject's units, we surveyed several competitive
apartment complexes. The competitive properties are presented on the following page, which is copied from the
Market Analysis section.
A-367
COMPETITIVE APARTMENT PROJECTS

PROPERTY INFORMATION
QUOTED QUOTED
UNIT RENT RENT
NO. NET AVG. OCC. SIZE PER $/SF/
PROPERTY NAME OF BLDG UNIT YEAR NO. OF NO. OF RATE (SF) MONTH MONTH
No. ADDRESS, CITY, STATE UNITS AREA SIZE BUILT BLDGS STORIES (%) BEDS/BATHS AVG. AVG. AVG. RENT INCLUSIONS CONCESSIONS
1 1901 South Charles 193 162,487 842 2012 1 4 92.0% Studio 475 $1,255 $2.64 Trash removal Limited concessions
(0.8% of asking
1901 South Charles Street 1BR/1BA 525 $1,450 $2.76
rents)
Baltimore, MD 1BR/1BA 710 $1,451 $2.04
1BR/1BA 763 $1,672 $2.19
1BR/1BA 900 $1,755 $1.95
2BR/2BA 1,020 $1,925 $1.89
2BR/2BA 1,052 $2,000 $1.90
2BR/2BA 1,169 $1,972 $1.69
2BR/2BA 1,275 $2,043 $1.60
2 2 East Wells 153 127,449 833 2015 1 5 92.0% Studio 556 $1,463 $2.63 Water, sewer and Limited concessions
trash removal (0.8% of asking
2 E Wells Street Studio 684 $1,589 $2.32
rents)
Baltimore, MD Studio 702 $1,670 $2.38
Studio 829 $1,444 $1.74
1BR/1BA 795 $1,806 $2.27
1BR/1BA 1,009 $1,938 $1.92
2BR/2BA 1,214 $1,907 $1.57
3 McHenry Row 250 127,500 810 2011 2 6 93.0% Studio 498 $1,572 $3.16 Trash removal Limited concessions
(8% of asking rents)
1500 Whetstone Way 1BR/1BA 673 $1,497 $2.22
Baltimore, MD 2BR/2BA 1,088 $2,102 $1.93
4 Porter Street Apartments 223 157,304 705 2017 1 7 88.0% Studio 489 $1,595 $3.26 All utilities and LImited concessions
parking (1.0% of asking
1401 Porter Street Studio 497 $1,900 $3.82
rents)
Baltimore, MD 1BR/1BA 616 $2,010 $3.26
1BR/1BA 652 $2,150 $3.30
1BR/1BA 663 $2,111 $3.18
1BR/1BA 681 $2,060 $3.02
1BR/1BA 776 $2,281 $2.94
2BR/1BA 887 $2,487 $2.80
2BR/2BA 823 $2,220 $2.70
2BR/2BA 992 $2,946 $2.97
2BR/2BA 993 $2,918 $2.94
2BR/2BA 1,007 $2,885 $2.86
2BR/2BA 1,040 $3,085 $2.97
5 Anthem House 346 257,252 881 2017 2 8 92.0% Studio 516 $1,647 $3.19 Trash removal Limited concessions
(0.9% of asking
900 E Fort Avenue 1BR/1BA 765 $2,009 $2.63
rents)
6 Hanover Cross Street 299 267,904 896 2017 1 5 95.0% Studio 573 $1,532 $2.67 Water, sewer and Limited concessions
trash removal (0.6% of asking
101 W Cross Street 1BR/1BA 766 $1,662 $2.17
rents)
7 1405 Point 289 216,637 750 2018 1 17 91.0% Studio 485 $1,768 $3.65 None Limited concessions
on select units
1405 Point Street 1BR/1BA 661 $1,899 $2.87
(average 1.0% of
Baltimore, MD 2BR/2BA 960 $2,622 $2.73 asking rents)
3BR/2BA 1,136 $3,372 $2.97
8 Union Wharf Apartments 281 252,633 901 2013 1 5 99.0% Studio 687 $1,770 $2.58 Trash removal None
915 S Wolfe Street 1BR/1BA 820 $2,036 $2.48
STATISTICS (Excluding Subject)

Low: 153 127,449 705 2011 1 4 88.0% Studio Units 583 $1,600 $2.84
High: 346 267,904 901 2018 2 17 99.0% One Bedroom Unit 736 $1,862 $2.58
Average: 254 196,146 771 2015 1 7 92.8% Two Bedroom Unit 1,057 $2,390 $2.30
Totals: 2,034 1,569,166 16120 10 Three Bedroom Un 1,136 $3,372 $2.97
Four Bedroom Un
The competitive apartments surveyed contain 2,034 units. The comparable projects were constructed between
2011 and 2018 and range in size from 153 to 346 units. The comparables exhibit occupancy levels ranging from
88.0 percent to 99.0 percent, with an unweighted average of 92.8 percent.
A-368
Analysis by Unit Type

In order to estimate the market rents for the various floor plans, the subject unit types have been compared with
similar units in the comparable projects. The following is a discussion of each unit type.
Analysis of Studio Units
The quoted rents, concessions and effective rents for studio units in the marketplace are depicted in the following
table:
COMPETITIVE RENTAL SUMMARY

Studio Units
Quoted Rents Effective Rents
Avg. Avg. Avg. Avg.
Avg. Quoted Quoted Effective Effective
Beds/ Unit Rent Rent Per Rent Rent Per
Name Baths Size (Month) SF/Month (month) SF/Month
1901 South Charles STUDIO 475 $1,255 $2.64 $1,255 $2.64
2 East Wells STUDIO 556 $1,463 $2.63 $1,463 $2.63
McHenry Row STUDIO 498 $1,572 $3.16 $1,572 $3.16
Porter Street Apartments STUDIO 489 $1,595 $3.26 $1,595 $3.26
Porter Street Apartments STUDIO 497 $1,900 $3.82 $1,900 $3.82
Anthem House STUDIO 516 $1,647 $3.19 $1,647 $3.19
Hanover Cross Street STUDIO 573 $1,532 $2.67 $1,532 $2.67
1405 Point STUDIO 485 $1,768 $3.65 $1,768 $3.65
Low 475 $1,255 $1.74 $1,255 $1.74
High 829 $1,900 $3.82 $1,900 $3.82
Average 573 $1,585 $2.86 $1,585 $2.86
The comparable studio units range in size from 475 to 829 square feet. Quoted asking rents range from $1,255 to
$1,900 per month. Concessions are not typical at this time. Effective rents range from $1.74 to $3.82 per square
foot per month, with an average of $2.86 per square foot per month.
A-369
Analysis of One Bedroom Units
The quoted rents, concessions and effective rents for one bedroom units in the marketplace are depicted in the
following table:

One Bedroom Units
Avg. Avg. Avg. Avg.
1901 South Charles 1BR/1BA 525 $1,450 $2.76 $1,450 $2.76
2 East Wells 1BR/1BA 795 $1,806 $2.27 $1,806 $2.27
2 East Wells 1BR/1BA 1,009 $1,938 $1.92 $1,938 $1.92
McHenry Row 1BR/1BA 673 $1,497 $2.22 $1,497 $2.22
Porter Street Apartments 1BR/1BA 616 $2,010 $3.26 $2,010 $3.26
Anthem House 1BR/1BA 765 $2,009 $2.63 $2,009 $2.63
Hanover Cross Street 1BR/1BA 766 $1,662 $2.17 $1,662 $2.17
1405 Point 1BR/1BA 661 $1,899 $2.87 $1,899 $2.87
Union Wharf Apartments 1BR/1BA 820 $2,036 $2.48 $2,036 $2.48
Low 525 $1,450 $1.92 $1,450 $1.92
High 1,009 $2,281 $3.30 $2,281 $3.30
Average 736 $1,862 $2.58 $1,862 $2.58
The comparable one bedroom units range in size from 525 to 1,009 square feet. Quoted asking rents range from
$1,450 to $2,281 per month. Concessions are not typical at this time. Effective rents range from $1.92 to $3.30 per
square foot per month, with an average of $2.58 per square foot per month.
A-370
Analysis of Two Bedroom Units
The quoted rents for two bedroom units in the marketplace are depicted in the following table:

Two Bedroom Units
Avg. Avg. Avg. Avg.
1901 South Charles 2BR/2BA 1,020 $1,925 $1.89 $1,925 $1.89
2 East Wells 2BR/2BA 1,214 $1,907 $1.57 $1,907 $1.57
McHenry Row 2BR/2BA 1,088 $2,102 $1.93 $2,102 $1.93
Porter Street Apartments 2BR/2BA 1,007 $2,885 $2.86 $2,885 $2.86
Porter Street Apartments 2BR/2BA 1,040 $3,085 $2.97 $3,085 $2.97
Anthem House 2BR/2BA 1,133 $2,159 $1.91 $2,159 $1.91
Hanover Cross Street 2BR/2BA 1,125 $2,277 $2.02 $2,277 $2.02
1405 Point 2BR/2BA 960 $2,622 $2.73 $2,622 $2.73
Union Wharf Apartments 2BR/2BA 1,140 $2,697 $2.37 $2,697 $2.37
Low 823 $1,907 $1.57 $1,907 $1.57
High 1,275 $3,085 $2.97 $3,085 $2.97
Average 1,057 $2,390 $2.30 $2,390 $2.30
The comparable two bedroom units range in size from 823 to 1,275 square feet. Quoted asking rents range from
$1,907 to $3,085 per month. Concessions are not typical at this time. Effective rents range from $1.57 to $2.97 per
square foot per month, with an average of $2.30 per square foot per month.
Analysis of Three Bedroom Units
There are a limited number of three bedroom units available the marketplace. Based on our of competitive projects,
only 1405 Point has market-rate three bedroom units (3BR/2BA) available for lease, which average 1,136 square
feet with a currently effective monthly asking rent of $3,372 per unit, or $2.97 per square foot per month.
Analysis of ROOST Units
We based on our estimate daily room rates and occupancy on a review of comparable data for extended stay
facilities as presented in the Market Analysis section. It appears the developer’s estimate room rates are generally
in line with the market; however, the estimated average daily occupancy appears to be above market based in
historical occupancy of comparable projects in the market. We estimated an average daily occupancy rate of 70
percent upon stabilization. We considered the upside potential of increased occupancy levels once the short-term
lease operator is well established, with our select of investment rates presented later in this section.
Affordable Housing Units
Based on review of the AMI and demographics data presented in the Market Analysis section of the report, it
appears the developer’s estimated apartment rents attributable to the affordable housing units are reasonable,
which we utilized in our analysis.
A-371
Market Rent Conclusions- Apartments- Parcel E1/ E6/ E5B
After analyzing the quoted rents and concessions forecast by the owner and the comparables presented in this
section, we are able to estimate an effective market rent for each unit type. We estimated an effective market rent
for each of the subject’s unit types as follows per proposed project, which is in line with the owner’s forecast
excluding concessions, which are presented later in this section.
Parcel E1: Our forecast of market rent is in line with the owner’s estimate, which appears reasonable based on
comparable data presented in this report.
Market Rent Estimate - PARCEL E1

Owner's Asking
Unit Description Rents (2020 $) C&W Market Rent (2020 $) Rent Comparison
Average Monthly
Unit Size Average Monthly Market Rent Owner Forecast Rent as
Plan (SF) Monthly Rent Market Rent PSF Percent of Market Rent
0A-Market 460 $1,610 $1,610 $3.50 0.00% at market
0B-Market 538 $1,883 $1,883 $3.50 0.00% at market
1A-Market 576 $1,811 $1,811 $3.14 0.00% at market
1B-Marlet 587 $1,846 $1,846 $3.14 0.00% at market
1C-Market 661 $2,079 $2,079 $3.14 0.00% at market
1D-Market 664 $2,088 $2,088 $3.14 0.00% at market
1D2- Market 761 $2,393 $2,393 $3.14 0.00% at market
1D3-Market 783 $2,462 $2,462 $3.14 0.00% at market
1E-Market 668 $2,101 $2,101 $3.14 0.00% at market
1F-Market 740 $2,327 $2,327 $3.14 0.00% at market
1F1-Market 766 $2,409 $2,409 $3.14 0.00% at market
1G-Market 778 $2,447 $2,447 $3.14 0.00% at market
1G1-Market 784 $2,465 $2,465 $3.14 0.00% at market
1H-Market 769 $2,418 $2,418 $3.14 0.00% at market
1J-Market 794 $2,497 $2,497 $3.14 0.00% at market
1K-Market 812 $2,554 $2,554 $3.14 0.00% at market
1L-Market 921 $2,896 $2,896 $3.14 0.00% at market
L1-Market 940 $2,956 $2,956 $3.14 0.00% at market
1L2-Market 986 $3,101 $3,101 $3.14 0.00% at market
1M-Market 940 $2,956 $2,956 $3.14 0.00% at market
1N-Market 979 $3,079 $3,079 $3.14 0.00% at market
2B1-Market 1,083 $3,229 $3,229 $2.98 0.00% at market
2B2-Market 1,123 $3,348 $3,348 $2.98 0.00% at market
2C-Market 1,068 $3,184 $3,184 $2.98 0.00% at market
2D-Market 1,152 $3,435 $3,435 $2.98 0.00% at market
2E-Market 1,119 $3,337 $3,337 $2.98 0.00% at market
2E1-Market 1,126 $3,357 $3,357 $2.98 0.00% at market
2E2-Market 1,177 $3,510 $3,510 $2.98 0.00% at market
2F-Market 1,185 $3,533 $3,533 $2.98 0.00% at market
0A- Affordable 460 $1,025 $1,025 $2.23 0.00% at market
1A- Affordable 576 $1,440 $1,440 $2.50 0.00% at market
1B- Affordable 587 $1,440 $1,440 $2.45 0.00% at market
1C- Affordable 661 $1,440 $1,440 $2.18 0.00% at market
1D1- Affordable 734 $1,440 $1,440 $1.96 0.00% at market
1E- Affordable 668 $1,440 $1,440 $2.16 0.00% at market
1F1- Affordable 766 $1,440 $1,440 $1.88 0.00% at market
1F4- Affordable 789 $1,440 $1,440 $1.83 0.00% at market
2A- Affordable 1,055 $1,723 $1,723 $1.63 0.00% at market
2B- Affordable 1,064 $1,723 $1,723 $1.62 0.00% at market
2B- Affordable 1,068 $1,723 $1,723 $1.61 0.00% at market
TOTAL/AVG. 840 $2,426 $2,426 $2.89 0.00% at market
A-372
Parcel E5B: As exhibited, the owner’s estimated average quoted rental rate is 3.58 percent above market, which is
reflective of the forecast occupancy rate of an 88 percent, as compared to our forecast of 70 percent. Due to the
short-term nature of apartment leases, projects with near-term leases that are below or above market, can adjust
market rents at lease turnover without limited revenue impact. Additional risks associated with forecasting short-
term rental rates in the current market environment was considered in our selection of investment rates (overall rate
and IRR) presented later in this section.
Market Rent Estimate - PARCEL E5B

Owner's Asking C&W Est. Room Rates - C&W Market Rent
Unit Description Rents (2020 $) ROOST Units (2020 $) Rent Comparison
Average Average Average Avg. Daily Average Monthly Monthly

Unit Size Monthly Monthly Room Rate Daily Market Market Owner Forecast Rent as
Plan (SF) Rent Rent PSF (30 days/ mo) Occupancy Rent Rent PSF Percent of Market Rent
Studio- Market 461 $1,648 $3.58 - - $1,614 $3.50 2.14% above market
Studio- Market 586 $2,095 $3.58 - - $2,051 $3.50 2.14% above market
1 Bedroom- Market 719 $2,351 $3.27 - - $2,337 $3.25 0.61% above market
2 Bedroom- Market 1,085 $3,350 $3.09 - - $3,255 $3.00 2.92% above market
2 Bedroom- Market 1,202 $3,711 $3.09 - - $3,606 $3.00 2.92% above market
Studio- ROOST 461 $3,134 $6.80 $143 70.0% $2,997 $6.50 4.61% above market
Studio- ROOST 586 $3,984 $6.80 $181 70.0% $3,809 $6.50 4.61% above market
1 Bedroom- ROOST 719 $4,889 $6.80 $223 70.0% $4,674 $6.50 4.61% above market
2 Bedroom- ROOST 1,085 $7,377 $6.80 $333 70.0% $7,000 $6.50 5.39% above market
TOTAL/AVG. 776 $4,638 $5.54 70.0% $4,245 $5.45 3.58% above market
A-373
Parcel E6: As exhibited below, the owner’s estimated average quoted rental rate is 0.71 percent above market, or
essentially at market.
Market Rent Estimate - PARCEL E6

Owner's Asking
Unit Description Rents (2020 $) C&W Market Rent (2020 $) Rent Comparison
Average Average Average Monthly

Unit Size Monthly Monthly Monthly Market Rent Owner Forecast Rent as
Plan (SF) Rent Rent PSF Market Rent PSF Percent of Market Rent
ST - Market 542 $1,943 $3.59 $1,897 $3.50 2.44% above market
JR 1A - Market 637 $2,082 $3.27 $2,071 $3.25 0.52% above market
JR 1B - 2 - Market 706 $2,306 $3.27 $2,295 $3.25 0.52% above market
1A - Market 734 $2,398 $3.27 $2,386 $3.25 0.52% above market
1A-1 - Market 734 $2,398 $3.27 $2,386 $3.25 0.52% above market
1B - Market 805 $2,630 $3.27 $2,616 $3.25 0.52% above market
1B - 1 - Market 851 $2,779 $3.27 $2,764 $3.25 0.52% above market
1C - Market 748 $2,444 $3.27 $2,431 $3.25 0.52% above market
1D - Market 698 $2,280 $3.27 $2,269 $3.25 0.52% above market
1E - Market 845 $2,760 $3.27 $2,746 $3.25 0.52% above market
1F - Market 894 $2,920 $3.27 $2,906 $3.25 0.52% above market
1F - 1 - Market 879 $2,871 $3.27 $2,857 $3.25 0.52% above market
1G + D - Market 1,025 $3,348 $3.27 $3,331 $3.25 0.52% above market
1H + D - Market 1,055 $3,446 $3.27 $3,429 $3.25 0.52% above market
1J + D - Market 979 $3,198 $3.27 $3,182 $3.25 0.52% above market
2A - Market 1,126 $3,239 $2.88 $3,209 $2.85 0.93% above market
2B - Market 1,007 $2,897 $2.88 $2,870 $2.85 0.93% above market
2C - Market 1,265 $3,638 $2.88 $3,604 $2.85 0.93% above market
2D - Market 1,265 $3,639 $2.88 $3,605 $2.85 0.93% above market
2E - Market 1,310 $3,768 $2.88 $3,734 $2.85 0.93% above market
2F - Market 1,026 $2,951 $2.88 $2,924 $2.85 0.93% above market
2G - Market 1,182 $3,400 $2.88 $3,369 $2.85 0.93% above market
2H - Market 1,344 $3,866 $2.88 $3,830 $2.85 0.93% above market
2J - Market 1,557 $4,479 $2.88 $4,437 $2.85 0.93% above market
2J - 1 - Market 1,542 $4,435 $2.88 $4,395 $2.85 0.93% above market
2K - Market 1,168 $3,360 $2.88 $3,329 $2.85 0.93% above market
2L - Market 1,001 $2,879 $2.88 $2,853 $2.85 0.93% above market
3A - Market 1,793 $5,109 $2.85 $5,109 $2.85 0.00% at market
ST-2 - Affordable 581 $863 $1.49 $863 $1.49 0.00% at market
JR 1A - Affordable 637 $925 $1.45 $925 $1.45 0.00% at market
JR 1A-1 - Affordable 618 $925 $1.50 $925 $1.50 0.00% at market
JR 1B - Affordable 638 $925 $1.45 $925 $1.45 0.00% at market
JR 1B -1 - Affordable 631 $925 $1.47 $925 $1.47 0.00% at market
JR 1C - Affordable 667 $925 $1.39 $925 $1.39 0.00% at market
1A-1 - Affordable 734 $925 $1.26 $925 $1.26 0.00% at market
1B - Affordable 805 $925 $1.15 $925 $1.15 0.00% at market
2A - Affordable 1,126 $1,102 $0.98 $1,102 $0.98 0.00% at market
2A - 1 - Affordable 1,046 $1,102 $1.05 $1,102 $1.05 0.00% at market
2B - Affordable 1,007 $1,102 $1.09 $1,102 $1.09 0.00% at market
2G - Affordable 1,182 $1,102 $0.93 $1,102 $0.93 0.00% at market
3A - Affordable 1,793 $1,260 $0.70 $1,260 $0.70 0.00% at market
TOTAL/AVG. 856 $2,459 $2.54 $2,342 $2.74 0.71% above market
A-374
Potential Gross Income Estimate- Apartments
Potential Gross Income Estimate - PARCEL E1
Unit Description Potential Rent at Market

Total
Average Monthly Annual
Unit Size Rent at Monthly Income At
Plan (SF) Market Rent $/SF Market
0A-Market 460 $6,440 $3.50 $77,280
0B-Market 538 $28,245 $3.50 $338,940
1A-Market 576 $1,811 $3.14 $21,736
1B-Marlet 587 $1,846 $3.14 $22,151
1C-Market 661 $8,315 $3.14 $99,776
1D-Market 664 $12,529 $3.14 $150,343
1D2- Market 761 $2,393 $3.14 $28,718
1D3-Market 783 $2,462 $3.14 $29,548
1E-Market 668 $2,101 $3.14 $25,208
1F-Market 740 $2,327 $3.14 $27,925
1F1-Market 766 $12,044 $3.14 $144,531
1F2-Market 771 $2,387 $3.10 $28,642
1F3-Market 764 $2,403 $3.14 $28,831
1F4-Market 789 $2,481 $3.14 $29,774
1F5-Market 806 $2,535 $3.14 $30,416
1F6-Market 819 $5,151 $3.14 $61,813
1F7-Market 849 $13,349 $3.14 $160,192
1G-Market 778 $2,447 $3.14 $29,359
1G1-Market 784 $12,327 $3.14 $147,928
1H-Market 769 $14,510 $3.14 $174,117
1J-Market 794 $14,981 $3.14 $179,778
1K-Market 812 $2,554 $3.14 $30,642
1L-Market 921 $2,896 $3.14 $34,755
L1-Market 940 $2,956 $3.14 $35,472
1L2-Market 986 $15,503 $3.14 $186,042
1M-Market 940 $17,736 $3.14 $212,835
1N-Market 979 $18,472 $3.14 $221,665
2B1-Market 1,083 $6,458 $2.98 $77,501
2B2-Market 1,123 $16,742 $2.98 $200,909
2C-Market 1,068 $35,029 $2.98 $420,353
2D-Market 1,152 $20,610 $2.98 $247,317
2E-Market 1,119 $3,337 $2.98 $40,039
2E1-Market 1,126 $6,715 $2.98 $80,578
2E2-Market 1,177 $17,548 $2.98 $210,570
2F-Market 1,185 $21,200 $2.98 $254,402
0A- Affordable 460 $1,025 $2.23 $12,300
1A- Affordable 576 $7,200 $2.50 $86,400
1B- Affordable 587 $7,200 $2.45 $86,400
1C- Affordable 661 $1,440 $2.18 $17,280
1D1- Affordable 734 $1,440 $1.96 $17,280
1D2- Affordable 761 $1,440 $1.89 $17,280
1D3- Affordable 783 $5,760 $1.84 $69,120
1E- Affordable 668 $5,760 $2.16 $69,120
1F1- Affordable 766 $1,440 $1.88 $17,280
1F4- Affordable 789 $5,760 $1.83 $69,120
2A- Affordable 1,055 $10,338 $1.63 $124,056
2B- Affordable 1,064 $1,723 $1.62 $20,676
2B- Affordable 1,068 $1,723 $1.61 $20,676
TOTAL/AVG. 840 $393,090 $2.89 $4,717,076
A-375
Potential Gross Income Estimate - PARCEL E6

Total
ST - Market 542 $41,734 $3.50 $500,808
JR 1A - Market 637 $33,134 $3.25 $397,613
JR 1B - 2 - Market 706 $2,295 $3.25 $27,534
1A - Market 734 $95,420 $3.25 $1,145,040
1A-1 - Market 734 $7,157 $3.25 $85,878
1B - Market 805 $75,871 $3.25 $910,455
1B - 1 - Market 851 $11,058 $3.25 $132,694
1B - 2 - Market 877 $2,850 $3.25 $34,203
1B - 3 - Market 737 $7,183 $3.25 $86,190
1C - Market 748 $12,155 $3.25 $145,860
1D - Market 698 $13,611 $3.25 $163,332
1E - Market 845 $16,478 $3.25 $197,730
1F - Market 894 $2,906 $3.25 $34,866
1F - 1 - Market 879 $2,857 $3.25 $34,281
1G + D - Market 1,025 $16,656 $3.25 $199,875
1H + D - Market 1,055 $17,144 $3.25 $205,725
1J + D - Market 979 $3,182 $3.25 $38,181
2A - Market 1,126 $19,255 $2.85 $231,055
2B - Market 1,007 $11,480 $2.85 $137,758
2C - Market 1,265 $14,416 $2.85 $172,997
2D - Market 1,265 $43,263 $2.85 $519,156
2E - Market 1,310 $22,401 $2.85 $268,812
2F - Market 1,026 $17,545 $2.85 $210,535
2G - Market 1,182 $6,737 $2.85 $80,849
2H - Market 1,344 $11,491 $2.85 $137,894
2J - Market 1,557 $13,312 $2.85 $159,748
2J - 1 - Market 1,542 $4,395 $2.85 $52,736
2K - Market 1,168 $3,329 $2.85 $39,946
2L - Market 1,001 $2,853 $2.85 $34,234
3A - Market 1,793 $10,218 $2.85 $122,614
ST-2 - Affordable 581 $1,726 $1.49 $20,712
JR 1A - Affordable 637 $15,725 $1.45 $188,700
JR 1A-1 - Affordable 618 $5,550 $1.50 $66,600
JR 1B - Affordable 638 $925 $1.45 $11,100
JR 1B -1 - Affordable 631 $925 $1.47 $11,100
JR 1C - Affordable 667 $925 $1.39 $11,100
1A-1 - Affordable 734 $2,775 $1.26 $33,300
1B - Affordable 805 $9,250 $1.15 $111,000
2A - Affordable 1,126 $4,408 $0.98 $52,896
2A - 1 - Affordable 1,046 $2,204 $1.05 $26,448
2B - Affordable 1,007 $2,204 $1.09 $26,448
2G - Affordable 1,182 $3,306 $0.93 $39,672
3A - Affordable 1,793 $2,520 $0.70 $30,240
TOTAL/AVG. 856 $594,826 $2.74 $7,137,915
A-376
Potential Gross Income Estimate - PARCEL E5B

Total
Studio- Market 529 $3,705 $3.50 $44,461
1 Bedroom- Market 697 $33,973 $3.25 $407,670
2 Bedroom- Market 1,133 $10,878 $3.20 $130,532
Studio- ROOST 529 $28,800 $6.80 $345,600
1 Bedroom- ROOST 697 $298,200 $6.03 $3,578,400
2 Bedroom- ROOST 1,133 $132,000 $5.82 $1,584,000
3 Bedroom- ROOST 1,329 $16,800 $6.32 $201,600
TOTAL/AVG. 776 $524,355 $5.58 $6,292,263
Our potential gross income estimate is for each project component as previously presented is based on market
data presented in this section and earlier in the Market Analysis section. Included in these figures are rents for non-
revenue units, so we can fully account for all potential revenue. Our gross potential income conclusion for each
project is summarized by the prior tables
Parcel E1: The potential gross rental revenue for Parcel E1 units leased at market rent levels (in 2020 $) is projected
to be $4,717,076, which equates to an average monthly rent of $2,426 per unit, or $2.89 per square foot per month.
Parcel E5B: The potential gross rental revenue for Parcel E5B units leased at market rent levels (in 2020 $) is
projected to be $6,163,392, which equates to an average monthly rent of $4,245 per unit, or $5.45 per square foot
per month.
Parcel E6: The potential gross rental revenue for Parcel E6 units leased at market rent levels (in 2020 $) is projected
to be $7,137,915, which equates to an average monthly rent of $2,444 per unit, or $2.74 per square foot per month.
Concessions
Rental concessions are defined as a discount or other benefit offered by a landlord to induce a prospective tenant
to enter into a lease. Rental concessions are typically of slow rental markets and tend to disappear as the market
tightens. As indicated in the analysis of quoted rents and concessions for the subject and comparable properties
as previously discussed, where concessions exist it is necessary to deduct the concessions from the full market
rents to arrive at an effective market rent.
Our survey of competitive properties in the subject’s market as previously presented indicates concessions are
prevalent within the market for new projects until they achieve stabilization. Concessions are averaging about one
month of free rent, or about 8.3 percent of face rents. This level of concession will likely decrease as recently
delivered projects, which spiked in the region in 2018, are stabilized. Some projects in the subject’s market utilize
the Yieldstar, or LRO rent management systems, which allows for daily revisions of asking rents reducing the need
for rent concessions. Some property managers indicated they offer limited rent concessions for referrals and to
maintain occupancy of existing tenants at lease expiration. Concessions are also seasonal in the subject’s market
with concessions offered during low traffic periods during the winter months. Based on review of market data, we
have forecast concessions for market-rate units during the lease-up period until the projects achieve stabilization.
No concessions are forecast upon stabilization and through the projection period. In addition, no concessions are
reflected for affordable housing units or short-term rentals.
A-377
Non-Revenue Units
Non-revenue units can include model units, and employee units, and units currently out of service. Non-revenue
units are typical for larger projects over 300 units in the size. Smaller projects typically only reflect model units
during the initial lease-up and may offer limited rent concessions to on-site property managers and engineers.
Based on the quality and size of the subject’s proposed projects, we did not reflect non-revenue units within the
projects upon stabilization.
Forecast Rental Revenue – Apartment Units

The following tables summarize the potential gross rental revenue from apartment rentals anticipated in the first
stabilized year of each proposed project in 2020 dollars. A presentation of cash flows upon stabilization of the entire
Chapter 1B is presented later in this section.
FORECAST RENTAL REVENUE - APARTMENT UNITS - PARCEL E1

Rental Revenue and Adjustments Annual Rent
Potential Gross Rental Revenue - Market-Rate Rent $4,090,088
Potential Gross Rental Revenue - Affordable Rent $626,988
Total Potential Gross Apt. Rental Revenue $4,717,076
FORECAST RENTAL REVENUE - APARTMENT UNITS - PARCEL E5B

Potential Gross Rental Revenue - ROOST Rent $5,010,072
FORECAST RENTAL REVENUE - APARTMENT UNITS - PARCEL E6

Potential Gross Rental Revenue - Affordable Rent $286,704
A-378
Forecast Rental Revenue – Retail Space

Each of the apartment Parcels will include street-level retail space totaling 45,335 square feet as reflected by the
following table.
PORT COVINGTON- CHAPTER 1B- APARTMENT/RETAIL PARCELS

Retail
Master Plan Bldg.
Parcel # Proposed Use/ Tenancy NRA SF
Parcel E1/E1B Apts.- Mixed-Income, Retail Inline, Grocery, Garage 25,468
Parcel E5B Apts.- Short-Term Rental, Retail Inline 4,407
Parcel E6 Apts.- Mixed-Income, Retail Inline 15,460
Totals: 45,335
Parcel E1: The owner intends to demise the 25,468 square feet of street-level retail space within the proposed
Parcel E1 building to allow for a grocery store tenant totaling 20,344 square feet, and one inline space totaling
5,123 square feet. The proposed space is of adequate size to accommodate various grocery store chains including
Trader Joes, Lidl and Sprouts Farmer’s Market. Comparable grocery store and inline rental comps are presented
on the following page.
Parcel E5B: This building will include a 4,407 square foot inline retail space.
Parcel E6: This building is proposed to contain 15,460 square feet of inline retail space, which can be demised for
up to six tenant spaces ranging in size from 1,185 square feet to 5,944 square feet.
The subject’s retail space to be included with the subject’s two office buildings is discussed later in this section.
Retail rent comparables are presented on the following pages.
A-379
Analysis of Comparable Retail Rents

The following table summarizes rental activity for comparable space in similar properties in the market.
RETAIL RENT COMPARABLES - GROCERY STORES

PROPERTY INFORMATION LEASE INFORMATION
CENTER GLA
RENOVATED
LEASE TYPE
YEAR BUILT
TERM (yrs.)
SIZE (NRA)
SUB-TYPE
MONTHS
RENT/SF
TENANT
INITIAL
LEASE
STEPS
NAME
YEAR
RENT
DATE
FREE
Property Name
TI/SF
NO. Address, City, State COMMENTS
1 The Mall in Columbia Super Regional 1,425,929 1971 2003 Lidl 8/20 26,170 15 $18.00 10% bumps Net 0 N/A Tenant to lease first level of former Sears store in The Mall
10300 Little Patuxent Parkway Mall every 5 years in Columbia, with exterior access only. Lease contains 3 5-
Columbia , MD year renewal options. Tenant will pay est. $4.75 psf in
reimbursements year one. Landlord work includes demising
walls, interior and exterior cap ex.
2 Pasadena Crossroads Shopping Community 312,107 1973 1990 Sprouts Farmers Market 11/19 30,000 15 $17.80 $0.50 psf Net 0 $53 Tenant received $1.6 million to buildout the space, which
Center Center bumps years included costs of demising walls and interior finish over
8036 Ritchie Highway 2, 3, 6, 10 shell.
Pasadena, MD
3 The Collective at Canton Mixed-Use 251,846 2Q-2021 N/A Confidential (Grocery 3/19 29,896 15 $19.25 $1.00 psf Net 0 N/A Grocery store pre-leased space within a proposed mixed-
1200 South Haven Street Store) bump every 5 use development that will include 575 apt units, 61,046 sf
Baltimore, MD years retail, 100,000 sf office and a 145 unit hotel. Lease includes
four 5-year remewal options with $1.50 psf bumps every
five years. Intial estimated NNN costs- $4.61 psf. Required
delivery date June 15, 2020.
A-380
4 Tollgate Marketplace Power Center 390,746 1977 2016 Sprouts Farmer Market 4/19 33,069 15 $16.50 10% Bump Net 0 $10 Direct lease within power center.
615 Bel Air Road every 5 years
Bel Air, MD
5 Yard 56 Mixed-Use 81,475 2018 N/A Street Market 5/18 20,450 10 $17.00 Fixed bump Net 0 $129 New construction, four 5-year renewal options
5601 Eastern Avenue Year 3, 3.0%
Baltimore, MD Year 6 &
thereafter
6 Grand York Center Neighborhood 58,924 1975 2018 Aldi Foods 6/18 22,991 15 $16.50 10% Bump Net 0 $15 Direct lease within neighborhood center fronting York Road.
1811 York Road Center every 5 years
Timonium, MD
7 St. Johns Plaza Neighborhood 97,964 1970 2004 Sprouts Farmer Market 4/18 29,804 20 $12.25 10% Bump Net 0 $10 Direct lease within neighborhood center fronting U.S. Route
9150 Baltimore National Pike Center Year 6 40
Ellicott City, MD
8 Arundel Mills Marketplace Community 101,357 2002 N/A Aldi Foods 1/18 32,849 15 $15.00 $0.25 psf Net 0 $15 Direct lease with community center located adjacent to
7667 Arundel Mills Boulevard Center bumps every 5 Arundel Mills Mall
Hanover, MD years
STATISTICS
Low 58,924 1970 1990 1/18 20,450 10 $12.25 0 $10
High 1,425,929 2018 2018 8/20 33,069 20 $19.25 0 $129
Average 340,044 1984 2006 12/18 28,154 15 $16.54 0 $39

RETAIL RENT COMPARABLES - INLINE SPACE

LOCATION LEASE INFORMATION
RENOVATED
LEASE TYPE
YEAR BUILT
TERM (yrs.)
SIZE (NRA)
SUB-TYPE
RENT/SF
TENANT
INITIAL
LEASE
STEPS
NAME
YEAR
RENT
DATE
TI/SF
Property Name
1 Brown's Wharf Office/Retail 1868 2018 Confidential 12/19 12,272 5.42 $36.50 3.0% Net of $58 Retail space fronting Thames Street in Fells Point
1637 Thames Street Utilities
Baltimore, MD
2a 414 Light Street Apartments 2018 N/A Confidential 7/19 4,530 10 $45.00 3.00% Net $100 Street-level retail space fronting Light Street,
Baltimore, MD (restaurant) directly across from the Inner Harbor. Net
expenses- $15.00 psf, plus increases of $5.00
psf stop on RET.
2b 414 Light Street Apartments 2018 N/A Confidential 5/19 2,071 10 $42.50 3.00% Net $85 Street-level retail space fronting Light Street,
Baltimore, MD (restaurant) directly across from the Inner Harbor. Net
expenses- $15.00 psf, plus increases of $5.00
psf stop on RET.
3a The Collective at Canton- Convenience/ 2021 N/A Confidential 9/19 1,943 10 $42.00 2.50% Net $60 Street-level space within a planned 5-story
Wheelhouse Building (3A) Strip Center building with 75 coliving apartment units.
1200 S. Haven Street
Baltimore, MD
3b The Collective at Canton- Convenience/ 2021 N/A Confidential 9/19 4,200 7 $40.00 2.0% Net $25 Street-level space within a planned 5-story building
Wheelhouse Building (3A) Strip Center with 75 coliving apartment units.
1200 S. Haven Street
A-381
Baltimore, MD
4 Canton Crossing Shopping 2013 N/A Confidential 1/19 3,000 10 $43.00 10% every 5 Net Vanilla Direct lease. This is a retail strip building within a
3731 Boston Street Center years Shell 462,093 sf lifestyle center.
Baltimore, MD
5 Nelson Kohl Apts Apartments 2018 N/A Confidential 12/18 1,900 5 $40.00 3.0% Net $0 Street-level space with exterior access within new
20 E. Lanvale Street Nelson Kohl Apartment building across from Penn
Baltimore, MD Station. The space was provided to the tenant as cold
dark shell space.
6 The Collective at Canton Mixed-Use 2Q-2020 N/A Confidential 10/18 6,000 10 $26.75 2.5% beginning Net $40 Pre-leased space within a proposed mixed-use
1200 South Haven Street Year 3 development that will include 575 apt units, 61,046 sf
Baltimore, MD retail, 100,000 sf office and a 145 unit hotel. Lease
includes two 5-year options. NNN costs estimated at
$10 81 psf
7a Harbor Point- 1405 Point Apartments 2018 N/A Confidential 6/18 3,659 10 $45.00 12% Bump Net $65 Street-level retail lease within a 17-story apartment
1405 Point Street Year 6 building that contains 289 apartment units, 17,717
Baltimore, MD square feet of street-level retail space.
7b Harbor Point- 1405 Point Apartments 2018 N/A Confidential 5/18 2,438 10 $37.74 2.5% Net $100 Street-level retail lease within a 17-story apartment
1405 Point Street building that contains 289 apartment units, 17,717
Baltimore, MD square feet of street-level retail space. Free rent
included 5 months in year one and 50 percent rent for
fo r monts in ear t o
STATISTICS
Low 1868 2018 5/18 1,900 10 $26.75 $0
High 2021 2018 12/19 12,272 10 $45.00 $100
Average 2001 2018 2/19 4,201 10 $39.85 $59

RETAIL RENT COMPARABLES - FITNESS CENTERS

LOCATION LEASE INFORMATION
RENOVATED
LEASE TYPE
YEAR BUILT
TERM (yrs.)
SIZE (NRA)
SUB-TYPE
RENT/SF
TENANT
INITIAL
LEASE
STEPS
NAME
YEAR
DATE
RENT
TI/SF
Property Name
1 Loch Raven Shopping Center Community Center 1962 2018 YouFit 12/18 25,485 10 $12.50 3.0% Net $18 Portion of former Mars Supermarket leased to
1700 E. Northern Parkway fitness center. Owner provided $18.00 psf in TI,
Baltimore, MD plus costs of demising space.
2 Centre at Glen Burnie Community Center 1962 2018 LA Fitness 7/18 28,788 15.5 $20.00 $1.00 psf bump every Net $85 New lease within community center.
6711 Ritchie Highway 5 years Leased former Hhgregg vacated space. Net
Glen Burnie, MD taxes ($3.00 psf) and CAM ($4.00 psf, with
3% annual cap).
3 Yard 56 Community Center 2018 N/A LA Fitness 5/18 34,000 15 $23.50 10% Every 5 years Net $175 New lease. 3 5-year renewal options.
5601 Eastern Avenue Tenant will build building and landlord with
Baltimore, MD reimburse tenant for construction costs.
4 Herdon Centre Community Center 1985 N/A LA Fitness 7/17 39,806 15 $26.50 CPI or $2.00 psf Net $0 Rent will be abated by 100% for the first 3
358 Elden Street every 5 years months, 50% for months 4-9. Tenant will have
Herndon, VA three, 5-year renewals.
5 The Rotunda Mixed Use 2016 N/A Brick Bodies 5/17 20,000 15 $15.30 Fixed bumps- Net N/A Three 5-year renewal options. New lease witin
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711 W 40th Street Year 3: $16.25 psf mixed-use office/ retail and apartment complex
Baltimore, MD Year 6: $17.20 psf
Year 8: $18.15 psf
Year 10: $20.14 psf
STATISTICS
Low 1962 2018 5/17 20,000 10 $12.50 $0
High 2018 2018 12/18 39,806 16 $26.50 $175
Average 1989 2018 2/18 29,616 14 $19.56 $70

Retail Rent Comparables Summary
Grocery Stores: Comparable sized grocery stores leases under 40,000 square feet reflect rental rates ranging from
$12.50 to $26.50 per square foot, with an average of $19.56 per square foot. Leases are structured on a net rental
basis with typical rental bumps of 10 percent every five years of the lease term. Comparable Three is a new grocery
store that will be located within a proposed mixed-use development in Canton, which is located in a periphery
waterfront community similar to the subject site. This lease recent lease reflects a base rental rate of $19.25 per
square foot on a net rental basis.
Inline Space: Rental rates for inline space within the subject’s market ranges widely based on location, size and
tenancy. Rental comps range reflect a range in base rents of $26.75 to $45.00 per square foot (psf), with an average
of $39.85 per square foot on a net rental basis. The higher end of the range reflects smaller units and retail spaces
offering excellent frontage, visibility and location within comparable high-density projects. Most of the leases range
from $35.00/SF to $45.00 psf. Retail stores fronting the Inner Harbor along the Pratt Street Corridor and in Harbor
Point reflect the highest rental rates. Tenant improvement allowance ranges widely over shell construction from
$25.00/SF to $100.00 psf. The wide range in tenant improvement allowance is reflective in part to of the condition
of the space and lease terms. Rental escalations range from 3.0 percent per year to fixed bumps every five years
of the lease term.
Fitness Centers: A fitness center is proposed within the subject office project components. Each of the subject’s
apartment buildings will offer their own fitness center amenity according to the owner, which is typical within the
subject’s market for comparable projects. Chain fitness centers would also be interested in the subject’s project
given size and tenancy, including office tenancy and adjacent Under Armour headquarters. Fitness center leases
in the greater Baltimore region have ranges from $12.50 per square foot to $26.50 per square foot on a net rental
basis as reflected by comparables presented on the prior page.
Retail Asking Rents
The owner has hired JLL to market the subject’s office and retail space. Asking rents for the subject’s retail space
are expected to range from $30.00 to $45.00 per square foot on a net rental basis depending on the tenant size,
lease term, tenant improvement package and location within the project.
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Conclusion of Market Rent For Retail Tenant Types
Based on and our analysis of the comparables, we concluded at the market rents shown in the Market Rent
Synopsis tables presented on the following pages.
LEASING ASSUMPTIONS - APARTMENT PARCELS- RETAIL SPACE

PARCEL: PARCEL E1 PARCEL E5B PARCEL E6
Retail- Grocer- Retail- Inline Retail- Inline Retail- $33.00-
TENANT CATEGORY $18.00 psf NNN $38.00 psf NNN $35.00 psf NNN $35.00 psf NNN
WEIGHTED ITEMS
Renewal Probability 75.00% 75.00% 75.00% 75.00%
Market Rent $18.00 $38.00 $35.00 $33.00 - $35.00
Months Vacant 9.00 6.00 6.00 6.00
Tenant Improvements
New Leases $10.00 $25.00 $25.00 $25.00
Renewal Leases $1.00 $10.00 $10.00 $10.00
First Generation (Shell) $100.00 $75.00 $75.00 $100.00
Leasing Commissions (1)
New Leases 6.00% 6.00% 6.00% 6.00%
Renewal Leases 3.00% 3.00% 3.00% 3.00%
Free Rent (months free)
New Leases (Initial Vacancy) 3 3 3 3
Renewal Leases 0 0 0 0
NON-WEIGHTED ITEMS
Lease Term (Years) 10 10 10 10
Lease Type (Reimbursements) Net Net Net Net
Contract Rent Increase Projection 10% Year 6 10% Year 6 10% Year 6 10% Year 6
The range in market rents for the subject’s units reflects unit size, location and amount of tenant improvement
allowance. It is anticipated that smaller units will reflect higher rents and requiring additional tenant improvement
allowance per square foot. (1) A discussion of leasing commissions is presented later in this section.
Retail Absorption Forecast
The owner reports they are in discussions with prospective tenants, but there are no pending leases for the subject’s
retail space. The following tables provides a summary of forecast absorption of the subject’s retail space.
ABSORPTION SCHEDULE - PARCEL E1

Tenant Market
Space Name Suite GLA Date Category Rent (1) Annual
Spec Tenant- Grocery Store A 20,344 Apr-23 Retail- $18.00/SF Net $18.00 $366,192
Spec Tenan- Retail Inline B 5,123 Apr-23 Retail- $38.00/SF Net $38.00 $194,674
Total 25,467 $22.02 $560,866
(1) Reflects current market rent, which will grow at our forecasted growth rate discussed herein.
ABSORPTION STATISTICS
Analysis Start Date (Construction Completion) 08/01/22
Absorption Completion 04/01/23
A-384
We have forecast absorption of the subject’s one inline space at Parcel E5B totaling 4,407 square feet within four
months of completion at a base rental rate of $35.00 per square foot on a net rental basis. In addition, we have
assumed each retail tenant will receive at least three months of free rent at the beginning of lease term, which is
typical in the market. Based on lease-up of comparable projects within Baltimore City, retail leasing activity typically
increases once the office and apartment projects have leased-up and stabilized.
The following table reflects the forecast absorption schedule for Parcel E6.

Tenant Market
Space Name Suite GLA Date Category Rent (1) Annual
Spec Tenant- Retail Inline A 5,944 Apr-23 Retail- $35.00/SF Net $35.00 $208,040
Spec Tenant- Retail Inline B 2,395 Jan-23 Retail- $35.00/SF Net $35.00 $83,825
Spec Tenant- Retail Inline C 1,185 Jun-23 Retail- $35.00/SF Net $35.00 $41,475
Spec Tenant- Retail Inline D 1,878 Apr-23 Retail- $35.00/SF Net $35.00 $65,730
Spec Tenant- Retail Inline E 1,935 Jan-23 Retail- $35.00/SF Net $35.00 $67,725
Spec Tenant- Retail Inline F 2,123 Jun-23 Retail- $35.00/SF Net $35.00 $74,305
Total 15,460 $35.00 $541,100
Analysis Start Date (Construction Completion) 08/01/22
Revenue & Expense Analysis

We developed an opinion of the property’s annual income and operating expenses after reviewing operating
performance of similar projects we have appraised in the market and review of the developer’s pro formas. We
analyzed each item of expense and developed an opinion regarding what an informed investor would consider
typical.
An operating history for the property was not available since the subject reflects proposed construction. The owner’s
pro forma upon stabilization our opinion of future income and expenses are presented by the tables on the following
pages, followed by an analysis of subject property’s forecast revenue and expenses.
Cushman & Wakefield recognizes the standards defined by the CRE Finance Council as the definitive standards
by which operating expense data should be analyzed. Budgeted expense information provided by ownership has
been recast to reflect these categories. In forecasting expenses, we relied on the owner’s budgets and analyzed
expense levels at comparable properties we have appraised in the subject’s market. Our expense forecast is
presented in the following tables, followed by a discussion of each expense line item. Expense comparables are
This appraisal estimates the prospective value upon stabilization of the entire Chapter 1B, which is forecast as of
September 30, 2023 as will be discussed in this section. For analysis purposes, we estimated market rent and
expenses in current dollars (2020 $) and then forecast the pro forma as of September 30, 2023. In forecasting the
individual project pro formas, upon review of market data and discussions with market participants, we reflect 2.5
percent annual growth rates in revenue and expenses until the prospective date of stabilization for Chapter 1B, and
through the projection period beginning October 1, 2023 as presented later in this section.
A-385
REVENUE AND EXPENSE ANALYSIS PARCEL E1 - APARTMENT/ RETAIL
Owner's Pro Forma- C&W Forecast C&W Forecast-

(1) (2)
As Stabilized (2023 $) As Stabilized (2020 $) As Stabilized (2023 $)
REVENUE Total Per Unit Total Per Unit Total Per Unit
Base Rental Revenue
Potential Rent at Market- Apts $0 $0 $4,717,076 $29,118 $5,121,407 $31,614
Commercial Rent $0 $0 $470,579 $2,905 $510,915 $3,154
Total Potential Gross Rental Revenue $5,649,402 $34,873 $5,187,655 $32,023 $5,632,322 $34,767
Expense Reimbursements $289,650 $1,788 $276,315 $1,706 $300,000 $1,852

Other Income $213,795 $1,320 $198,026 $1,222 $215,000 $1,327
POTENTIAL GROSS REVENUE $6,152,847 $37,981 $5,661,996 $34,951 $6,147,322 $37,946
Vacancy & Credit Loss- Apts. $0 $0 ($235,854) ($1,456) ($256,070) ($1,581)
Vacancy & Credit Loss- Retail $0 $0 ($47,028) ($290) ($51,059) ($315)
Total Vacancy and Collection Loss ($307,562) ($1,899) ($282,882) ($1,746) ($307,129) ($1,896)
EFFECTIVE GROSS REVENUE $5,845,285 $36,082 $5,379,114 $33,204 $5,840,193 $36,051

OPERATING EXPENSES
Property Insurance $46,038 $284 $44,550 $275 $48,369 $299
Utilities $349,298 $2,156 $315,900 $1,950 $342,978 $2,117
Repairs & Maintenance/ CAM $250,784 $1,548 $230,850 $1,425 $250,638 $1,547
Management Fees $188,758 $1,165 $161,373 $996 $175,206 $1,082
Payroll & Benefits $338,764 $2,091 $307,800 $1,900 $334,184 $2,063
Advertising & Marketing $87,603 $541 $81,000 $500 $87,943 $543
General & Administrative $114,413 $706 $105,300 $650 $114,326 $706
Other Expenses $86,521 $534 $81,000 $500 $87,943 $543
Replacement Reserves $0 $0 $24,300 $150 $26,383 $163
Total Operating Expenses $1,462,179 $9,026 $1,352,073 $8,346 $1,467,968 $9,062
Real Estate Taxes $354,086 $2,186 $1,129,246 $6,971 $1,226,041 $7,568
TOTAL EXPENSES $1,816,265 $11,212 $2,481,320 $15,317 $2,694,010 $16,630
NET OPERATING INCOME $4,029,020 $24,870 $2,897,794 $17,888 $3,146,183 $19,421
Notes: Owner's Real Estate Taxes is net tax credits; C&W Real Estate Taxes excludes tax credits, which is valued separately
Owner did not provide breakout of potential gross rental revenue by use.
(1) Forecast As If Stabilized 6/1/2020 (2020 $)
(2) Entire Chapter 1B- Stabilized Year Beginning: 10/1/2023
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REVENUE AND EXPENSE ANALYSIS PARCEL E5B - APARTMENT-ROOST/ RETAIL
Owner's Pro Forma- C&W Forecast C&W Forecast

As Stabilized (2023 $) As Stabilized (2020 $) (1) As Stabilized (2023 $) (2)
Base Rental Revenue
Potential Rent at Market $7,259,711 $59,998 $6,163,392 $50,937 $6,692,155 $57,165
Commercial Rent (Net) $0 $0 $142,058 $1,174 $154,245 $1,634
Expense Reimbursements $49,446 $409 $46,049 $381 $50,000 $413

Other Income $60,034 $496 $55,259 $457 $60,000 $496
Total Vacancy & Credit Loss- Apts./ ROOST $0 $0 ($616,339) ($5,094) ($691,696) $0
Total Vacancy & Credit Loss- Retail $0 $0 ($7,103) ($59) ($9,887) ($82)
OPERATING EXPENSES
Utilities $343,729 $2,841 $312,031 $2,579 $338,800 $2,800
Management Fees $239,101 $1,976 $202,416 $1,673 $218,919 $1,809
Advertising & Marketing $484,266 $4,002 $445,758 $3,684 $484,000 $4,000
General & Administrative $136,333 $1,127 $125,369 $1,036 $136,125 $1,125
Other Expenses $301,523 $2,492 $278,599 $2,302 $302,500 $2,500
Real Estate Taxes $258,281 $2,135 $773,318 $6,391 $839,661 $6,939
TOTAL EXPENSES $2,646,854 $21,875 $2,984,431 $24,665 $3,239,605 $26,774
Note: Owner's Real Estate Taxes is net tax credits - C&W Real Estate Taxes excludes tax credits valued separately
A-387
REVENUE AND EXPENSE ANALYSIS PARCEL E6 - APARTMENT/ RETAIL

Owner's Pro Forma- C&W Forecast- C&W Forecast-
(1) (1)
As Stabilized (2023 $) As Stabilized (2020 $) As Stabilized (2023 $)
Base Rental Revenue
Potential Rent at Market $0 $0 $7,137,915 $28,102 $7,749,752 $30,511
Commercial Rent (Net) $0 $0 $498,224 $1,962 $540,930 $2,130
Expense Reimbursements $803,918 $3,165 $736,841 $2,901 $800,000 $3,150

Other Income $264,326 $1,041 $244,078 $961 $265,000 $1,043
Vacancy & Credit Loss- Apts. $0 $0 ($405,942) ($1,598) ($387,488) ($1,526)
Vacancy & Credit Loss- Retail $0 $0 ($24,911) ($98) ($41,123) ($162)

OPERATING EXPENSES
Utilities $398,913 $1,571 $368,300 $1,450 $399,869 $1,574
Management Fees $255,262 $1,005 $238,264 $938 $267,812 $1,054
Advertising & Marketing $89,234 $351 $76,200 $300 $82,732 $326
General & Administrative $164,754 $649 $152,400 $600 $165,463 $651
Other Expenses $76,837 $303 $63,500 $250 $68,943 $271
Real Estate Taxes $505,106 $1,989 $1,643,029 $6,469 $1,783,864 $7,023

TOTAL EXPENSES $2,534,568 $9,979 $3,475,143 $13,682 $3,782,145 $14,890
Note: Owner's Real Estate Taxes is net tax credits - C&W Real Estate Taxes excludes tax credits valued separately
Discussion of Revenue Items

Potential Gross Rental Revenue: Potential Gross Rental Revenue is generated by vacant space/ units as it is
absorbed, as well as rent that is lost/generated for leases expiring in the first year, weighted by our rollover
assumptions. Generally our forecast of potential gross rental revenue for the subject’s apartment projects are in
line with the owner’s pro forma forecast as of the date of stabilization. Our estimate slightly lower for Parcel E5B
due to our forecast of lower average daily occupancy for the ROOST component.
Expense Reimbursements: Expense reimbursement revenue will be generated by retail leases, which will be
structured on a net rental basis. In addition, residential tenants may reimburse the owner for various expenses such
as utilities based on a RUBS system, which is typical in the market. Our forecast of reimbursement revenue is
generally in line with the developers pro forma for each project.
Other Income: Other revenue will be generated from pet rent, storage rent and other miscellaneous fees and tenant
services. We relied on the owner’s pro forma and reviewed of comparable projects we have appraised for analysis
purposes. Our forecast of Other Income is in line with the owner’s pro forma, which appears reasonable.
A-388
Vacancy and Collection Loss (E1, E5B, E6)

Vacancy and collection loss is a function of the interrelationship between absorption, lease expiration, renewal
probability, estimated downtime between leases, and a collection loss factor based on the relative stability and
credit of the subject’s tenant base.
Apartments (E1, E6): Based on the current vacancy in the market, and our perception of future market vacancy, we
projected a global stabilized vacancy rate of 4.5 percent. We deducted a collection loss of 0.5 percent. After
accounting for all factors, the total vacancy and collection loss is calculated as 5.0 percent. Vacancy and collection
loss is applied against potential apartment revenues.
Apartments/ ROOST Units (E5B): Based on review of market data presented in the earlier in this report, including
occupancy rates of comparable extended stay facilities, we reflected an average overall vacancy and credit loss
rate of 10.0 percent for the subject’s E5B project, including apartments and short-term rentals. The owner did not
provide a breakout of forecast vacancy attributed to apartment and ROOST apartment units, which are combined
on the following exhibits.
Retail Space: Each of the subject’s apartment project components will include street-level retail space. For the
subject’s inline retail space within the subject’s proposed multifamily buildings (E1, E5B, E6), we reflect a vacancy
and credit loss factor range of 5.0 to 10.0 percent based on the project and planned space. This range is reflective
of proposed unit sizes, tenancy and location within the project. A slightly higher vacancy and credit loss factor is
reflected for the subject’s retail space proposed within the subject’s office/ retail buildings (E5A, E7) based in part
of the size of the spaces, proposed tenancy, location within the project and discussions with market participants.
Discussion of Expenses
We analyzed each expense item in making our forecast, with our conclusions summarized on the previous table.
In most cases, our forecast is well supported by the historical or budget information. However, in some cases,
further clarification is provided in the following tables:
Property Insurance
Property insurance expenses include coverage for general liability and loss or damage to the property caused by
fire, lightning, vandalism malicious mischief, additional perils fire, extended coverage and owner’s liability
coverage. Insurance costs are modeled in-line with other comparable properties. Our forecast of insurance
expense is in line with the owner’s pro forma for each project component, and within the range of comparables
expenses as presented at the end of this section.
Utilities
This expense category includes expenses for fuel, gas, electricity, water and sewer, trash removal and other
utilities. Utilities are generally property specific and vary considerably from property to property in the subject’s
market based on the utilities paid by the tenant and the owner, and the efficiency of the HVAC systems. This
expense is also a variable expense based on occupancy. Therefore, we considered on the owner’s budget and
review of comparable expenses presented at the end of this section. It appears the owner’s pro forma for utility
expenses is at the high-end of the range.
A-389
Repairs & Maintenance/ CAM
This expense category includes all expenses incurred for general repairs and maintenance, including HVAC,
electrical, plumbing, safety systems, roads and grounds, and pest control/exterminating. This expense category
also typically includes all outside maintenance service contracts and the cost of maintenance and repairs
supplies, as well as turnover costs associated with marking the units available for leasing as leases expire. The
subject’s forecast for this expense is generally in line with the owner’s budget and comparable expenses
Management Fees
Management expenses typically include the costs paid for professional management services. Management
services may be contracted for or provided by the property owner. Management expenses typically include the
costs paid for professional management services. Management services may be contracted for or provided by
the property owner. Management fees for this type of property typically range from 2.00 to 4.00 percent of
effective gross income. We utilized a management fee of 3.0 percent of effective gross income, which is market
oriented given the size of each project.
Payroll & Benefits
This expense category includes total payroll costs for on-site management and maintenance personnel including
employee salaries, bonuses, payroll taxes, insurance and other benefits. Our forecast is generally in line with the
owner’s
Advertising & Marketing
This expense category includes expenses related to advertising, promotion, sales, and publicity and all related
printing, stationary, artwork, magazine space, internet/web site, broadcasting, and postage related to marketing.
Typically these costs are greater in the initial years until the project is stabilized. Our forecast is in line with the
owner’s budget, and within the range of comparables presented at the end of this section.
General & Administrative
This expense category includes general and administrative expenses. Our forecast for this expense is in line with
the owner’s budget and within the range of comparables.
Other Expenses
This expense category includes other expenses and services needed to operate the property, such as non-
reimbursable, legal, audit and accounting, and other miscellaneous expenses, not already included in any of the
above expense line items. Our forecast for this expense is in line with the owner’s budget and within the range
of comparables.
Replacement Reserves
This is an allowance that provides for the periodic replacement of building components that wear out more rapidly
than the building itself and must be replaced during the building’s economic life. The owner did not include an
estimate of reserves in their budgets. Our estimate for replacement reserves is based on review of comparable
projects we have appraised in the market and discussions with market participants.
A-390
Real Estate Taxes
A complete discussion of taxes for the subject property is included in the Real Property Taxes and Assessments
section of this report. As noted, our forecast of this expense excludes tax credits, which are valued separately
adjusted. The owner’s pro formas reflects estimated real estate taxes after tax credits.
Operating Expense Conclusion

We thoroughly analyzed the owner’s budgets and expense comparables to make our projections. We forecast total
operating expenses for the subject property excluding real estate taxes to be $150 per unit. The operating expense
excluding real estate taxes projected for the subject’s parcels reflect operating expense ratios at stabilization
ranging that are within the market range of rates. The following tables provide a summary of revenue and expense
metrics:
REVENUE AND EXPENSE METRICS - PARCEL E1
Owner's Pro Forma- C&W Forecast C&W Forecast-

1 As Stabilized (2023 $) As Stabilized (2020 $) (1) As Stabilized (2023 $) (2)
1 $ Per Unit $ Per Unit $ Per Unit
Effective Gross Income (EGI*) $36,082 $33,204 $36,051
Total Expenses $11,212 $15,317 $16,630
Net Operating Income (NOI*) $24,870 $17,888 $19,421
1 Ratio Ratio Ratio

OER* (Total Expense Excluding Real EstateTaxes
as % of EGI) 25.01% 25.14% 25.14%
Mgt. Fee (% of EGI) 3.23% 3.00% 3.00%

*EGI = Effective Gross Income OER = Operating Expense Ratio NOI = Net Operating Income
REVENUE AND EXPENSE METRICS - E5B
Owner's Pro Forma- C&W Forecast C&W Forecast

Total Expenses $21,875 $24,665 $26,774
1 Ratio Ratio Ratio

OER* (Total Expense Excluding Real EstateTaxes
as % of EGI) 36.43% 38.23% 38.37%

A-391
REVENUE AND EXPENSE METRICS - PARCEL E6
Owner's Pro Forma- C&W Forecast- C&W Forecast-

Total Expenses $9,979 $13,682 $14,890
1 Ratio Ratio Ratio

OER* (Total Expense Excluding Real
EstateTaxes as % of EGI) 24.08% 23.07% 22.38%
Mgt. Fee (% of EGI) 3.03% 3.00% 3.37%

A-392
Operating Expense Comparables

The following table illustrates detailed expense levels for the buildings that have varying degrees of similarity with the subject property in terms of age, size, tenancy
and quality. The six expense comparables reflect operating expenses (excluding real estate taxes) ranging from $7,535 to $10,189 with an average of $8,854 per
unit. Upon review of expense comparables, the owner’s budgets and discussions with market participants, our judgment, the reconciled expense figures presented
in this section are reasonable for the subject properties considering their effective age as new construction and project size.
APARTMENT COMPARABLE REVENUE AND EXPENSES

Property Name Confidential Confidential Confidential Confidential Confidential Confidential
Property City Baltimore Baltimore Baltimore Baltimore Baltimore Baltimore
Year Built 2010s 2010s New Construction 2010s 2010s 2010s
Number of Stories Mid-rise High-rise High-Rise Mid-Rise Mid-Rise High-Rise
Confidential I&E Record (Y/N) Yes Yes Yes Yes Yes Yes
Year of Record 2020-1Q T-12 2020-1Q T-12 2021 (Stabilized) 2019 2019 2019
Actual/Budget/Annualized Budget Budget Owner's Pro Forma Actual Actual Actual
Comp1 Comp2 Comp3 Comp 4 Comp 5 Comp 6 Min Max Average

Per Unit % EGI Per Unit % EGI Per Unit % EGI Per Unit % EGI Per Unit % EGI Per Unit % EGI Per Unit Per Unit Per Unit
EFFECTIVE GROSS REVENUE $38,750 100.00% $39,885 100.00% $27,012 100.00% $43,752 100.00% $37,025 100.00% $42,150 100.00% $27,012 $43,752 $38,096
A-393
OPERATING EXPENSES
Property Insurance $300 0.77% $325 0.81% $310 1.15% $275 0.63% $259 0.70% $310 0.74% $259 $325 $297
Utilities $1,903 4.91% $1,940 4.86% $1,326 4.91% $1,852 4.23% $1,902 5.14% $2,090 4.96% $1,326 $2,090 $1,836
Repairs & Maintenance/ CAM $2,652 6.84% $1,355 3.40% $1,411 5.22% $2,659 6.08% $1,395 3.77% $1,475 3.50% $1,355 $2,659 $1,825
Management Fees $1,163 3.00% $1,197 3.00% $675 2.50% $1,094 2.50% $926 2.50% $1,265 3.00% $675 $1,265 $1,053
Payroll & Benefits $1,850 4.77% $1,925 4.83% $2,445 9.05% $1,750 4.00% $1,652 4.46% $1,425 3.38% $1,425 $2,445 $1,841
Advertising & Marketing $525 1.35% $475 1.19% $452 1.67% $495 1.13% $500 1.35% $495 1.17% $452 $525 $490
General & Administrative $625 1.61% $710 1.78% $616 2.28% $850 1.94% $850 2.30% $700 1.66% $616 $850 $725
Other Expenses $450 1.16% $150 0.38% $100 0.37% $400 0.91% $250 0.68% $250 0.59% $100 $450 $267
Replacement Reserves $150 0.39% $150 0.38% $200 0.74% $250 0.57% $150 0.41% $200 0.47% $150 $250 $183
Total Operating Expenses $9,618 24.82% $8,227 20.63% $7,535 27.90% $9,625 22.00% $7,884 21.29% $8,210 19.48% $7,535 $9,625 $8,516
Real Estate Taxes $6,952 17.94% $7,005 17.56% $9,380 34.73% $6,995 15.99% $6,589 17.80% $6,802 16.14% $6,589 $9,380 $7,287
TOTAL EXPENSES $16,570 42.76% $15,232 38.19% $16,915 62.62% $16,620 37.99% $14,473 39.09% $15,012 35.61% $14,473 $16,915 $15,803
Notes: Real Estate Taxes exclude tax credits

Income and Expense Pro Forma

The following tables summarizes our opinion of income and expenses as of the stabilized year for the subject’s
proposed apartment projects within Chapter 1B.
SUMMARY OF REVENUE AND EXPENSES - PARCEL E1 (APARTMENT/ RETAIL)

Stabilized Year For Direct Capitalization: Year One 9/30/2023
REVENUE Annual $/Per Unit % of EGI
Potential Rent at Market- Apts $5,121,407 $31,614
Commercial Rent (Net) $510,915 $3,154
Total Base Rental Revenue $5,632,322 $34,767
Expense Reimbursements $300,000 $1,852

Other Income $215,000 $1,327
POTENTIAL GROSS REVENUE $6,147,322 $37,946
Vacancy & Credit Loss- Apts. ($256,070) ($1,581)
Vacancy & Credit Loss- Retail ($51,059) ($315)
EFFECTIVE GROSS REVENUE $5,840,193 $36,051 100.00%
OPERATING EXPENSES 0
Property Insurance $48,369 $299 0.83%
Utilities $342,978 $2,117 5.87%
Repairs & Maintenance/ CAM $250,638 $1,547 4.29%
Management Fees $175,206 $1,082 3.00%
Payroll & Benefits $334,184 $2,063 5.72%
Advertising & Marketing $87,943 $543 1.51%
General & Administrative $114,326 $706 1.96%
Other Expenses $87,943 $543 1.51%
Replacement Reserves $26,383 $163 0.45%
Total Operating Expenses $1,467,968 $9,062 25.14%
Real Estate Taxes $1,226,041 $7,568 20.99%
TOTAL EXPENSES $2,694,010 $16,630 46.13%
NET OPERATING INCOME $3,146,183 $19,421 53.87%
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SUMMARY OF REVENUE AND EXPENSES - PARCEL E5B (APARTMENT-ROOST/ RETAIL)

Base Rental Revenue
Potential Rent at Market $6,692,155 $55,307
Expense Reimbursements $50,000 $413
Other Income $60,000 $496
Vacancy & Credit Loss- ROOST/ Apts. ($691,696) ($5,716)
Total Vacancy & Credit Loss- Retail ($9,887) ($82)
Utilities $338,800 $2,800 5.42%
Management Fees $218,919 $1,809 3.50%
Advertising & Marketing $484,000 $4,000 7.74%
General & Administrative $136,125 $1,125 2.18%
Other Expenses $302,500 $2,500 4.84%
Real Estate Taxes $839,661 $6,939 13.42%
TOTAL EXPENSES $3,239,605 $26,774 51.79%
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SUMMARY OF REVENUE AND EXPENSES - PARCEL E6 (APARTMENT/ RETAIL)

Base Rental Revenue
Potential Rent at Market $7,749,752 $30,511
Expense Reimbursements $800,000 $3,150
Other Income $265,000 $1,043
Vacancy & Credit Loss- Apts. ($387,488) ($1,526)
Vacancy & Credit Loss- Retail ($41,123) ($162)
Utilities $399,869 $1,574 4.48%
Management Fees $267,812 $1,054 3.00%
Advertising & Marketing $82,732 $326 0.93%
General & Administrative $165,463 $651 1.85%
Other Expenses $68,943 $271 0.77%
Real Estate Taxes $1,783,864 $7,023 19.98%
TOTAL EXPENSES $3,782,145 $14,890 42.37%
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Investment Considerations
Before determining the appropriate risk rates (capitalization rates and internal rates of return) to apply to the subject
properties, a review of recent market conditions, particularly in the financial markets, is warranted. The following
subsections provide a review of these trends, ending with a summary of the investment considerations impacting
the subject property, based upon the appraiser’s market research, discussions with participants in the market, and
the relative position of the subject property within its market.
Overview
rate hit a 50-year low at 3.5%. In March 2020, circumstances changed drastically with the rapid spread of COVID-
19 that caused people around the globe to start quarantining and practicing social distancing. This led to many
businesses closing, either temporarily or permanently, and has pushed the U.S. economy, as well as most other
economies around the world, into a deep recession.
In the first quarter of 2020, the U.S. GDP declined at an annual rate of 5%, the largest decline since fourth quarter
2008. While that drop is significant, it is likely that the second quarter will see one of the largest, if not the largest,
economic contractions in history. There were more than 22 million jobs lost in March and April, so it is no surprise
that the Moody’s Analytics/CNBC survey forecasts a 39.4% annually rated decline in GDP for the second quarter
(the previous record was 10%). While there are some positive signs, such as the unexpected 2.5 million increase
in payroll employment in May, the speed of the recovery will depend on the path and severity of the COVID-19
virus, and how rapidly a treatment/vaccine regimen can be developed and distributed.
A major factor that will help drive the economy out of this crisis, may be the government stimulus. The U.S.
Government and the Federal Reserve have already rolled out a massive set of stimulus policies that include tax
rebates and small business loan guarantees that aid specific sectors such as health care and airlines. Along with
the stimulus, the Federal Reserve has lowered interest rates and is pumping liquidity into the economy at least as
much as it did during the Great Financial Crisis. The unprecedented size of the stimulus and the speed at which
the policies have been implemented are almost certainly the reason that employment rose in May, coupled with
markets beginning to reopen. Congress and the Trump administration are negotiating a second stimulus that could
be passed in the second half of the year that would provide an additional boost to an economy that should already
be in recovery by that point.
While the speed of the recovery remains uncertain, most signs point to the recovery being underway by the third
quarter. As states and localities unwind restrictions on activities, all eyes remain on what happens with the infection
and hospitalizations. The key to how rapidly the economy recovers will be business and consumer confidence. If
businesses and households are confident that they can engage in normal activities without facing the threat of
infection, growth will accelerate. But if concerns remain elevated, it will take longer for the economy to fully recover.
Further considerations include:
 Consumer Confidence rose unexpectedly in May, as the U.S. economy slowly began to restart. The index now
stands at 86.6, up from 85.7 in April 2020. The U.S. Consumer Confidence board attributes better short-term
expectations from Consumers as the gradual reopening of the economy helped improve consumers’ spirits.
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 U.S. retail sales jumped by a record 17.7% from April to May, with spending partially rebounding after the
coronavirus had shut down businesses, flattened the economy and paralyzed consumers during the previous
two months. This came on the heels of record-setting month-to-month plunges of negative 8.3% (March) and
negative 14.7% (April). Still, the pandemic’s damage to retail sales remains severe, with purchases still being
down 6.1% from year ago. At the same time, personal income rose by 10.5%, mostly lifted by the government
stimulus. With this influx of cash and nowhere to spend it, personal savings rose by 33%; the highest level since
the government started tracking this data in 1959.
 All major U.S. Indices dropped considerably during first quarter 2020, with the S&P 500 dropping by 19.6%, the
Dow Jones Industrial dropping by 22.3%, the NASDAQ dropping by almost 14%, and the S&P 500 declining
by 14.5%. Energy stocks were the worst performing sector, but banks were much healthier entering this
downturn than they were going into the 2008/2009 financial crisis. In May and into June, stocks have rallied,
sparked by states re-opening in various phases, support from the Feds, and reported progress on a COVID-19
vaccine.
 U.S. commercial real estate investment activity was generally down during 2019, as transaction volume sat 2%
below 2018’s year-end total. For the first quarter 2020, transaction volume was down 7% in a year-over-year
comparison, ending the quarter with $125.6 billion in activity, according to Real Capital Analytics (RCA). In April
2020, transaction volume totaled slightly over $11 billion, falling by 70.6% in a year-over-year comparison.
Entering 2020 on a stable, if not strong economic footing, the novel coronavirus has clearly had a severe impact on
the economy. Keeping in mind that a majority of the information in this report contains the latest concrete data
available (typically as of fourth quarter 2019), events have been changing rapidly, and the latest statistical
information available has been provided, as available. Some further thoughts on recent events:
 The commercial real estate sector is not the stock market. It is often slower moving and the leasing
fundamentals do not swing wildly from day-to-day. While the virus is having a sustained and material impact
on the broader economy, we expect it to have feed through impacts on property in the near-term as well.
 At first, COVID-19 was expected to be largely contained by the first half of 2020. Now, most experts expect the
effects to linger and to alter our way of life until there is a treatment or a vaccine. We are now anticipating a U-
shaped recovery, as the economy reopens in phases that will vary from state-to-state as well as between
various business sectors.
 The outbreak has prompted a flight to quality, driving investors into the bond markets, where lower rates are
creating more attractive debt/refinance options.
Economic Conditions
Leading up to the current economic turbulence, the current U.S. economic expansion cycle was over a decade old
and was, by general consent, a strong economy and getting stronger. Despite this, interest rates, which help
determine the cost of borrowing money for investments, had lingered near historic lows since the 2008 recession.
Interest rates went unchanged through December 2015, when the Federal Reserve increased the rate for the first
time in almost a decade. Following more tariffs being implemented on trade and inventories, the Federal Reserve
Chairman Jerome Powell had shown an openness to cutting rates based on how the economy responded to the
new trade deals made during the past year. In turn, the Federal Reserve reduced interest rates for a third time in
2019 to combat the trade war and boost the economy. The benchmark interest rate was reduced to a range of 1.5%
to 1.75%. As of fourth quarter, the central bank did not see a recession coming in the near-term and the reduced
rate looked to offer additional protection from global slowdown and uncertainty. The Federal Reserve spent much
of 2019 providing the American economy with insurance through interest rate cuts.
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In addition, the U.S.-China trade war appears to have come to halt, as the two sides reached agreement on a deal
that will see the U.S. reduce tariffs on $120 billion in Chinese products from 15% to 7.5%. China has agreed to
purchase $200 billion worth of U.S. products over the next two years as part of the deal. The deal is a huge win for
the U.S. as total exports to China would increase to approximately $260 billion in 2020 and almost $310 billion in
2021.
On March 11, 2020, the World Health Organization (WHO) declared the novel coronavirus (COVID-19) outbreak a
global pandemic. Economies around the world faced significant headwinds as seen by the severe drop in demand
for some services (such as travel, hospitality and entertainment). Further reduced economic activity resulted from
increasing social distance measures, including quarantines or lockdowns, throughout Europe and North America,
as governments have taken unprecedented actions to stop the spread of the virus. The stock market became
extremely volatile as financial markets struggled to quantify the effects of these events. In the last couple of months,
the stock market has rebounded, but still experiences some volatility. As of early summer, 2020, many states and
countries are beginning to open in various stages, but CRE participants are still trying to understand market impacts;
accurately assessing risk remains difficult. Proceeding through these uncertain times, the reader is asked to
consider some key events that affect the uncertainty:
 In March 2020, the Coronavirus Aid Relief and Economic Security, or CARES Act, was passed by Congress
and signed by President Trump. The bill was intended to provide emergency assistance and health care for
individuals, families and businesses affected by the COVID-19 pandemic. Totaling $2 trillion, the bill is
unprecedented in size and scope, dwarfing the $831 billion stimulus act passed in 2009, and amounting to 10%
of total 2019 US GDP.
 In May 2020, many believed that even more action was needed, and, in response, the House of
Representatives introduced a new stimulus bill called the Health and Economic Recovery Omnibus Emergency
Solutions Act, or HEROES Act. At $3 trillion, the proposal would be the largest stimulus bill in American history,
far surpassing the $2 trillion CARES Act, and would provide a new stimulus check, funding for state and local
governments, hazard pay for essential workers, funding for coronavirus testing, rent and mortgage assistance,
an extension of the $600 weekly unemployment expansion, additional funding for small businesses, emergency
relief for the U.S. Postal Service, and provisions for election safety and facilitating voting by mail. As of mid-
June 2020, the bill has yet to pass in the Senate and faces strong Republican opposition.
 While 21 million people remain out of work, the unemployment rate in May dropped for the first time since the
coronavirus sent the economy into a tailspin. Last month, the economy gained 2.5 million jobs, dropping to
13.3% from 14.7%, as hundreds of thousands of workers flooded back to jobs in restaurants, health care and
construction with the reopening of several states.
 The country is in various stages of reopening, with some states much further ahead than others. Some of the
states that have reopened early are now seeing a rise in coronavirus cases, which is causing other states to
take their next phases more cautiously. On top of this, many health experts are warning that the protests and
mass gatherings may accelerate the spread or cause a rebound of coronavirus cases. In mid-June, the USA
surpassed two million confirmed COVID-19 cases with over 110,000 deaths.
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In recent times, the CRE market has been driven by investor demand and strong liquidity. Asset values can fall
significantly in short periods of time if either of these two factors, often in conjunction with many others, change
significantly. While Cushman & Wakefield is closely monitoring the latest developments resulting from the COVID-
19 pandemic, and will continue to provide updates as events unfold, the reader is cautioned to consider that values
and incomes are likely to change more rapidly and significantly than during standard market conditions.
Furthermore, the reader should be cautioned and reminded that any conclusions presented in this appraisal report
apply only as of the effective date(s) indicated. The appraiser makes no representation as to the effect on the
subject property(ies) of this event, or any event, subsequent to the effective date of the appraisal.
The U.S. entered a recession in first quarter 2020, with GDP expected to decline more than 30% in second quarter
2020. While initial thoughts pointed to a quick V-shaped recovery in the second half of the year, most economists
are now forecasting a longer U-shaped recovery, with a full recovery not expected until the end of 2021 or 2022.
The following graph displays historical and projected U.S. real GDP percentage change (annualized on a quarterly
basis) from first quarter 2013 through fourth quarter 2021:
Further points regarding current economic conditions are as follows:

 Through first quarter 2020, GDP dropped 5% in response to the global pandemic as the economy slowed in
the month of March. Moody’s baseline forecasts a 32.7% drop in GDP for second quarter 2020, followed by a
sharp increase of 16.8% in the third quarter. By fourth quarter 2020, Moody’s is expecting the economy to level
off, rising by 0.6%, as we move out of the bottleneck and then maintain healthy growth rates through the end
of 2021.
 Gross domestic product decreased by an annualized rate of 5% in the first quarter 2020, according to the
“second” estimate released by the Bureau of Economic Analysis. Prior to the current disruption, economists
had forecast continued economic expansion through 2021. The National Association for Business Economics
had anticipated a 1.8% growth in GDP for 2020, while the Urban Land Institute’s annual forecast survey
expected the economy to grow 1.9% in 2021.
 Commercial and multifamily mortgage loan originations decreased 2% in first quarter 2020 (latest data
available) when compared to the first quarter of 2019, according to the Mortgage Bankers Association's
Quarterly Survey of Commercial/Multifamily Mortgage Banker. Loan origination in the first three months of 2020
were 40% lower than fourth quarter 2019. The coronavirus has disrupted what was expected to be a strong
year of borrowing and lending.
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 Commercial mortgage-backed securities (CMBS) have been spurred by measured investment sales activity
and stable credit spreads. Commercial Mortgage Alert data indicates that U.S. CMBS issuance in first quarter
2020 was at $22.9 billion, or 38.5% higher when compared to CMBS issuance during the same period in 2019.
As of June 2020, Commercial Mortgage Alert data indicates that U.S. CMBS issuance sits at $27.9 billion, but
is expected to slow significantly as the year progresses.
U.S. Real Estate Market Implications

The commercial real estate market’s sales volume totaled roughly $158.4 billion through May 2020 and dropped
by 21% from May 2019. Additionally, in first quarter 2020 pricing for commercial real estate sits at $175 per square
foot. During May 2020, all property types continued to see decreases to transaction volume in a year-over-year
comparison due the impact of the COVID-19 crisis. Deals have increasingly fallen out of contract and collapsed
transactions account for 3% of closed deals through May 2020. Transaction volume totaled $9.8 billion in May 2020
falling by 79% in a year-over-year comparison. The hotel sector saw the largest decrease in transaction volume in
May 2020 over May 2019, falling by 95%. Retail transaction activity was down 83% in May 2020 from May 2019,
according to Real Capital Analytics. The apartment sector remained the largest investment market through May
2020, with sales of approximately $48.6 billion, while the office sector totaled $37.3 billion in activity over the same
time period. The industrial sector sales volume fell by 70% in a year-over-year comparison and totaled roughly $2.1
billion in transaction volume in May 2020.
The following graph compares national transaction volume by property from 2010 through May 2020:
According to PricewaterhouseCoopers (PwC) Real Estate Investor Survey average cap rates for all property types
increased in 26 survey markets, decreased in three, and held steady in five over second quarter 2020. For the year,
more than half of the market averages are higher today than they were a year ago with 17 markets posting double-
digit increases. Given current market conditions, we expect that cap rates may move upward in certain markets
and for certain property types during the third quarter.
The chart on the following page displays overall cap rate analysis of five distinct property classes during second
quarter 2020:
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Notable points for the U.S. real estate market include:
 Annual price growth in the six major metro areas rose 6.9% in first quarter of 2020 according to RCA, while
annual price growth in the non-major metros rose by 10.1% in a year-over-year comparison.
 Most participants in the PwC Real Estate Investor Survey believe that current market conditions favor buyers
in the national net lease market (100%) due to the increased competition in the market by investors. With that
said, the market is becoming increasingly bifurcated by location and category so investors remain unsure how
buying opportunities will fair as compared to 2019.
 The national regional mall market records the largest quarterly cap rate shift at 72 basis points, as well as the
highest year-over-year increase, climbing 87 basis points. At 7.8%, the Chicago office market improved by five
basis points from the previous quarter and is still the highest, while Manhattan office market, at 5.2%, remains
as the lowest cap rate but improved from first quarter 2020. Over the next six months, most surveyed investors
foresee overall cap rates holding steady in most markets but expect cap rate increases in 13 markets. For April
2020 transaction volume totaled slightly over $11 billion, falling by 70.6% in a year-over-year comparison.
Conclusions
The U.S. economy entered 2020 in solid shape, although the pace of growth appeared to be slowing. With the
emergence of the global coronavirus pandemic in March 2020, the U.S. entered a recession. Right now, things
appear to be at their bleakest with an anticipated GDP decline of 30% for second quarter 2020. While, it is widely
anticipated that the U.S. economy will begin to expand again in the second half of the year, growth may be mild
and economic activity may not recover to pre-coronavirus levels until well into 2021, or possibly as late as 2022.
Much of the economic recovery will depend on the path and the severity of the coronavirus, potential future
outbreaks, the ability to open up various sectors of the economy, and ultimately, a treatment or vaccine.
Below are notes regarding the outlook for the U.S. national real estate market in 2020 and beyond:
 Investment activity is slowing across the globe. Many investors have “pushed the pause button” waiting for
more clarity on economic conditions before determining their strategy. Investors are still flush with cash and will
look for opportunity as the environment evolves.
 Monetary policy has been aggressively loosened across the board as global central banks lower interest rates
and announce plans to purchase securities and take other actions to increase liquidity.
 Overall, the outlook for the U.S. economy is clouded with uncertainty, but due to the high unemployment rate
projected GDP declines, and other high frequency data trends which are similarly bleak. As of now, the
expectation is that in the second half of the year, the tailwinds of the stimulus and pent-up demand will likely
lead to the start of a rebound that will extend throughout 2021 at a tepid pace.
 After considering the above, the factors listed in the following table have been considered in the valuation of
the subject property and have an impact on the selection of all investor rates.
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Investor Survey Trends- Apartments

Historic trends in real estate investment help us understand the current and future direction of the market. Investors’
return requirements are a benchmark by which real estate assets are bought and sold. The following graph shows
the historic trends for the subject’s asset class spanning a period of four years as reported in the PwC Real Estate
Investor Survey published by PricewaterhouseCoopers.
INVESTOR SURVEY HISTORICAL RESULTS

Survey: PwC End Quarter:
Property Type: NATIONAL APARTMENT 2Q 20

Quarter 3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 1Q 19 2Q 19 3Q 19 4Q 19 1Q 20 2Q 20
OAR (average) 5.25% 5.26% 5.33% 5.40% 5.35% 5.32% 5.33% 5.26% 5.23% 5.16% 5.03% 5.14% 5.10% 5.15% 5.14% 5.19%
Terminal OAR (average) 5.74% 5.71% 5.75% 5.82% 5.79% 5.74% 5.66% 5.61% 5.57% 5.53% 5.39% 5.47% 5.50% 5.49% 5.51% 5.64%
IRR (average) 7.25% 7.30% 7.24% 7.28% 7.28% 7.26% 7.23% 7.20% 7.20% 7.15% 7.11% 7.11% 7.09% 7.10% 7.04% 6.89%
OAR (average) Terminal OAR (average) IRR (average)
7.50%
7.25%
7.00%
6.75%
6.50%
6.25%
RATES
6.00%
5.75%
5.50%
5.25%
5.00%
4.75%
4.50%
3Q 16 4Q 16 1Q 17 2Q 17 3Q 17 4Q 17 1Q 18 2Q 18 3Q 18 4Q 18 1Q 19 2Q 19 3Q 19 4Q 19 1Q 20 2Q 20
ANALYSIS PERIOD
Source: PwC Real Estate Investor Survey
Capitalization Rate Analysis

On the following pages we discuss the process of how we determine an appropriate overall capitalization rate to
apply to the subject’s forecast net income.
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Capitalization Rate from Investor Surveys

We considered data extracted from the Investor Survey for institutional grade assets. Earlier in the report, we
presented historical capitalization rates for the prior four-year period. The most recent information from this survey
is listed in the following table:
CAPITALIZATION RATES
Survey Date Range Average
PwC Institutional Third Quarter 2019 3.75% - 7.00% 5.10%
PwC Institutional - Refers to National Apartment market regardless of class or occupancy
Market Participants Survey

C&W Investor Survey: We interviewed regional and local investors of comparable properties, as well as other
market participants including investment sales brokers and comparable property owners, for their opinion on overall
capitalization rates for comparable apartment projects. The respondent’s opinions are reflected as follows:
 Regional investor/owner - 4.00% to 4.75%
 Regional owner/developer – 4.25% to 5.25%
 Regional investment sales broker – 4.50% to 5.50%
 Local investment group representative - 4.00% to 4.50%
 Regional sales broker - 4.25% to 5.25%
Capitalization Rate Conclusion

We considered all aspects of the subject property that would influence the overall rate. The subject’s proposed
apartment projects will be investment-grade assets as defined by market participants. We considered OARs
indicated by sales of comparable properties, national investor surveys, and the opinions of brokers, owners, and
prospective purchasers within the subject’s market. The indications from these various sources are:
CAPITALIZATION RATE SUMMARY - APARTMENTS

Cap Rate Source Range Average
Comparable Sales 4.10% to 4.55% 4.29%
PwC Institutional 3.50% to 8.00% 5.19%
C&W Market Participant Survey 4.00% to 5.50% 4.75%
Conclusion - E1 4.25%
Conclusion - E6 4.75%
Conclusion- E5B (ROOST) 5.25%
We believe that data derived from our discussions with market participants most clearly reflects current market
parameters. Given the property attributes and prevailing market return rates, we conclude that a 4.25 percent OAR
is applicable to the subject NOI forecast for Parcel E1, 4.75 percent for E6, and 5.25 percent for E5B (ROOST
Building). The selected rates are within the range of investor survey data and the recent comparables sales.
We valued each project component as a single economic entity, which is reflected in the selected overall rates. We
found no market support for bifurcating cap rates based on investor surveys, sales data and our appraisals of
comparable properties. The overall rate for each project component is reflective of the proposed uses (apartment,
retail and ROOST units), as well as the amount of affordable housing units included in each project.
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Value Adjustments
Present Value of Remaining Tax Credits As-Is: As presented in the Real Estate Taxes and Assessment section,
the subject properties will benefit from real estate tax credits upon stabilization. The remaining tax credits for each
project component is added to the value opinions determined by the Income Capitalization Approach.
Direct Capitalization Method Conclusion – Parcels E1/ E5B/ E6

In the Direct Capitalization Method, we developed an opinion of market value by dividing the first stabilized year of
net operating income for the entire Chapter 1B project, forecast as of September 30, 2023, by our selected overall
capitalization rates. We valued each project component as a single economic entity as requested. The selected
overall rates are reflective of the proposed uses for each project component. Our value conclusions using the Direct
Capitalization Method, inclusive of adjustments for the present value of remaining tax credits, are as follows:
DIRECT CAPITALIZATION METHOD - PARCEL E1 (APARTMENT/ RETAIL)

NET OPERATING INCOME $3,146,183 $19,421
Sensitivity Analysis (0.25% OAR Spread) Value $/Per Unit
Based on Low-Range of 4.00% $78,654,581 $485,522
Based on Most Probable Range of 4.25% $74,027,841 $456,962
Based on High-Range of 4.50% $69,915,183 $431,575
Preliminary Value $74,027,841 $456,962
PLUS Present Value of Remaining Tax Credits $6,800,000 $41,975
Adjusted Value $80,827,841 $498,937
Rounded to nearest $50,000 $80,850,000 $499,074
DIRECT CAPITALIZATION METHOD - PARCEL E5B (APARTMENT-ROOST/ RETAIL)

Adjusted Value $62,132,624 $513,493
DIRECT CAPITALIZATION METHOD - PARCEL E6 (APARTMENT/ RETAIL)

Adjusted Value $118,014,233 $464,623
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Yield Capitalization Method- Apartments

In the Yield Capitalization Method, we modeled the income characteristics of the subject’s apartment projects and
to make a variety of cash flow assumptions. We attempted to reflect the most likely investment assumptions of
typical buyers and sellers in this market segment.
General Cash Flow Assumptions - Apartments

The Yield Capitalization analysis incorporates a forecast period of 11 years, and a holding period of 10 years from
the prospective date of stabilization. Based on discussions with market participants, Yield Capitalization
methodology is an appropriate valuation approach for valuation of mixed-use projects. The Yield Capitalization
methodology was used only in determining the Prospective market Value Upon Stabilization of the subject’s
apartment projects as of forecast date the entire Chapter 1B will be stabilized (September 30, 2023).
The following tables outlines the assumptions used in the Yield Capitalization analysis for each of the subject’s
apartment projects.
DISCOUNTED CASH FLOW MODELING ASSUMPTIONS - PARCEL E1

VALUATION SCENARIO: Prospective Market Value Upon Stabilization
GENERAL CASH FLOW ASSUMPTIONS GROWTH RATES
Cash Flow Software: CW Excel Model Market Rent: 2.50%
Cash Flow Start Date: September 30, 2023 Consumer Price Index (CPI): 2.00%
Calendar or Fiscal Analysis: Fiscal Expenses: 2.50%
Investment Holding Period: 10 Years Real Estate Taxes: 2.50%
Analysis Projection Period: 11 Years
RATES OF RETURN
VACANCY & COLLECTION LOSS Internal Rate of Return (Cash Flow): 6.00%
Global Vacancy: 4.50% Internal Rate of Return (Reversion): 6.00%
Global Collection Loss: 0.50%
Total Vacancy & Collection Loss: 5.00% Terminal Capitalization Rate: 4.75%
Reversionary Sales Cost: 2.00%
CAPITAL EXPENDITURES Basis Point Spread (OARout vs. OARin): 50 pts
Replacement Reserves (Per Unit): $163
VALUATION
Prospective Market Value Upon Stabilization: $74,288,172
Present Value of Remaining Tax Credits $6,800,000
Adjusted Value: $81,088,172
Rounded to nearest $100,000: $81,100,000
Value $/Per Unit: $500,617
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DISCOUNTED CASH FLOW MODELING ASSUMPTIONS - PARCEL E5B

Cash Flow Start Date: October 1, 2023 Consumer Price Index (CPI): 2.00%
RATES OF RETURN
Global Vacancy (Apts.): 9.50% Internal Rate of Return (Reversion): 7.00%
Global Collection Loss (Apts.): 0.50%
Total V & C Loss (Retail): 5.00% Reversionary Sales Cost: 2.00%
Basis Point Spread (OARout vs. OARin): 50 pts
CAPITAL EXPENDITURES
Replacement Reserves (Per Unit): $300 VALUATION
DISCOUNTED CASH FLOW MODELING ASSUMPTIONS - PARCEL E6

RATES OF RETURN
Global Vacancy: 4.50% Internal Rate of Return (Reversion): 6.25%
Global Collection Loss: 0.50%
CAPITAL EXPENDITURES Basis Point Spread (OARout vs. OARin): 25 pts
Replacement Reserves (Per Unit): $163
Capital Reserves (per SF of GBA): $0.00 VALUATION
The following information was extracted from the PwC Investor Survey and was used to help determine our growth
rate assumptions.
OTHER INVESTOR SURVEY INFORMATION

Survey Data Range Average
PwC Institutional Second Quarter 2020 Rent Change Rate -5.00% - 3.50% 0.58%
Expense Change Rate 0.00% - 8.00% 2.69%
A-407
Financial Assumptions
The financial assumptions used in the Yield Capitalization process are discussed in the following commentary.
Terminal Capitalization Rate Selection
A terminal capitalization rate was used to develop an opinion of the market value of the property at the end of the
assumed investment holding period. The rate is applied to the net operating income following year 10 before making
deductions for leasing commissions, tenant improvement allowances and reserves for replacement. We developed
an opinion of an appropriate terminal capitalization rate based on rates in current investor surveys.
TERMINAL CAPITALIZATION RATES (OARout)

PwC Institutional Second Quarter 2020 4.00% - 8.50% 5.64%
Investors will typically use a slightly more conservative overall rate when exiting an investment versus the rate that
would be used going into the investment. This accounts both for the aging associated with the improvements over
the course of the holding period, and for any unforeseen risks that might arise over that time period. As a result, we
applied a terminal rate of 4.75 percent in our analysis of Parcels E1 and E6, and 5.75 percent for Parcel E5B
(ROOST) based on investor survey data.
Reversionary Sales Costs
We estimated the cost of sale at the time of reversion to be 2.00 percent, which is in keeping with local market
practice.
Discount Rate Selection
We developed an opinion of future cash flows, including property value at reversion, and discounted that income
stream at an internal rate of return (IRR) currently required by investors for similar-quality real property. The IRR
(also known as yield) is the single rate that discounts all future equity benefits (cash flows and equity reversion) to
an opinion of net present value. The PwC Investor survey indicates the following internal rates of return for
competitive properties:
DISCOUNT RATES (IRR)

The above table summarizes the investment parameters of some of the most prominent investors currently
acquiring similar investment properties in the United States. We realize that this type of survey reflects target rather
than transactional rates. Transactional rates are usually difficult to obtain in the verification process and are actually
only target rates of the buyer at the time of sale. The property’s performance will ultimately determine the actual
yield at the time of sale after a specific holding period. We previously discussed all factors that would influence our
selection of a discount rate for the subject property. Given all of these factors, we discounted the cash flow and
reversionary value projections at an internal rate of returns upon stabilization as previously presented.
Yield Capitalization Method Conclusions: The assumptions and cash flow for each project is presented on the
following pages. The cash flows reflect the commencement date as of the prospective date of stabilization as of the
prospective date of stabilization for the enter Chapter 1B as of September 30, 2023 (cash flow analysis beginning
October 1, 2023).
A-408
ANNUAL CASH FLOW REPORT Stabilized Annual

Port Covington- Parcel E1 Year UPON STABILIZATION- ENTIRE PROJECT- 9/30/2023 Growth
1 2 3 4 5 6 7 8 9 10 11 Year 1 -
For the Years Beginning Oct-23 Oct-24 Oct-25 Oct-26 Oct-27 Oct-28 Oct-29 Oct-30 Oct-31 Oct-32 Oct-33
For the Years Ending Sep-24 Sep-25 Sep-26 Sep-27 Sep-28 Sep-29 Sep-30 Sep-31 Sep-32 Sep-33 Sep-34 Year 10
TOTAL REVENUE
Potential Rent at Market- Apts $5,121,407 $5,249,443 $5,380,679 $5,515,196 $5,653,075 $5,794,402 $5,939,262 $6,087,744 $6,239,938 $6,395,936 $6,555,834 2.50%
Commercial Rent $510,915 $510,003 $509,445 $508,967 $534,814 $560,917 $560,304 $559,681 $558,218 ($16,919) $636,659 2.22%
Total Potential Gross Rental Revenue $5,632,322 $5,759,446 $5,890,124 $6,024,163 $6,187,889 $6,355,319 $6,499,566 $6,647,425 $6,798,156 $6,379,017 $7,192,493 2.48%
Base Rent Adjustments
Absorption & Turnover Vacancy (Retail) $0 $0 $0 $0 $0 $0 $0 $0 $0 ($116,744) $0 0.00%
Adjusted Rental Revenue $5,632,322 $5,759,446 $5,890,124 $6,024,163 $6,187,889 $6,355,319 $6,499,566 $6,647,425 $6,798,156 $6,262,273 $7,192,493 2.48%
Expense Reimbursements $300,000 $307,500 $315,188 $323,067 $331,144 $339,422 $347,908 $356,606 $365,521 $374,659 $384,025 2.50%
Other Income $215,000 $220,375 $225,884 $231,531 $237,320 $243,253 $249,334 $255,567 $261,957 $268,506 $275,218 2.50%
TOTAL POTENTIAL GROSS REVENUE $6,147,322 $6,287,321 $6,431,195 $6,578,761 $6,756,353 $6,937,995 $7,096,809 $7,259,598 $7,425,633 $6,905,437 $7,851,737 2.48%
Vacancy & Credit Loss- Apts. ($256,070) ($262,472) ($269,034) ($275,760) ($282,654) ($289,720) ($296,963) ($304,387) ($311,997) ($319,797) ($327,792) 2.50%
Vacancy & Credit Loss- Retail ($51,059) ($51,613) ($52,190) ($54,920) ($56,250) ($56,863) ($57,488) ($58,093) ($56,654) ($64,908) ($65,604) 2.54%
EFFECTIVE GROSS REVENUE $5,840,193 $5,973,235 $6,109,972 $6,248,081 $6,417,449 $6,591,411 $6,742,357 $6,897,118 $7,056,982 $6,520,733 $7,458,341 2.48%
OPERATING EXPENSES
Real Estate Taxes $1,226,041 $1,333,734 $1,367,078 $1,401,254 $1,436,286 $1,472,193 $1,508,998 $1,546,723 $1,585,391 $1,625,026 $1,241,479 0.13%
Property Insurance $48,369 $49,578 $50,817 $52,088 $53,390 $54,725 $56,093 $57,495 $58,933 $60,406 $61,916 2.50%
Utilities $342,978 $351,552 $360,341 $369,350 $378,583 $388,048 $397,749 $407,693 $417,885 $428,332 $439,041 2.50%
A-409
Repairs & Maintenance/ CAM $250,638 $256,904 $263,326 $269,909 $276,657 $283,573 $290,663 $297,929 $305,378 $313,012 $320,837 2.50%
Management Fees $175,206 $179,197 $183,299 $187,442 $192,523 $197,742 $202,271 $206,914 $211,709 $195,622 $223,750 2.48%
Payroll & Benefits $334,184 $342,538 $351,102 $359,879 $368,876 $378,098 $387,550 $397,239 $407,170 $417,349 $427,783 2.50%
Advertising & Marketing $87,943 $90,142 $92,395 $94,705 $97,073 $99,499 $101,987 $104,537 $107,150 $109,829 $112,575 2.50%
General & Administrative $114,326 $117,184 $120,114 $123,117 $126,194 $129,349 $132,583 $135,898 $139,295 $142,777 $146,347 2.50%
Other Expenses $87,943 $90,142 $92,395 $94,705 $97,073 $99,499 $101,987 $104,537 $107,150 $109,829 $112,575 2.50%
Replacement Reserves $26,383 $24,908 $25,530 $26,168 $26,823 $27,493 $28,181 $28,885 $29,607 $30,347 $31,106 1.66%
TOTAL EXPENSES $2,694,010 $2,835,878 $2,906,397 $2,978,618 $3,053,478 $3,130,221 $3,208,061 $3,287,849 $3,369,668 $3,432,530 $3,117,409 1.47%
NET OPERATING INCOME $3,146,183 $3,137,357 $3,203,575 $3,269,464 $3,363,971 $3,461,191 $3,534,296 $3,609,269 $3,687,314 $3,088,203 $4,340,933 3.27%
Tenant Improvements- Retail $0 $0 $0 $0 $0 $0 $0 $0 $0 $105,954 $0

Leasing Commissions- Retail $0 $0 $0 $0 $0 $0 $0 $0 $0 $319,168 $0
TOTAL CAPITAL COSTS $0 $0 $0 $0 $0 $0 $0 $0 $0 $425,122 $0
CASH FLOW BEFORE DEBT SERVICE $3,146,183 $3,137,357 $3,203,575 $3,269,464 $3,363,971 $3,461,191 $3,534,296 $3,609,269 $3,687,314 $2,663,081 $4,340,933 3.27%
Implied Overall Rate 4.24% 4.22% 4.31% 4.40% 4.53% 4.66% 4.76% 4.86% 4.96% 4.16% 5.84%
Cash on Cash Return 4.24% 4.22% 4.31% 4.40% 4.53% 4.66% 4.76% 4.86% 4.96% 3.58% 5.84%


Port Covington- Parcel E5B Year UPON STABILIZATION ENTIRE PROJECT - 9/30/2023 Growth
1 2 3 4 5 6 7 8 9 10 11 Year 1 -
TOTAL REVENUE
Potential Rent at Market $6,692,155 $6,859,459 $7,030,946 $7,206,719 $7,386,887 $7,571,559 $7,760,848 $7,954,870 $8,153,741 $8,357,585 $8,566,525 2.50%
Commercial Rent $154,245 $154,245 $154,245 $154,245 $154,245 $169,670 $169,670 $169,670 $169,670 $169,670 $174,760 1.26%
Expense Reimbursements $50,000 $51,250 $52,531 $53,845 $55,191 $56,570 $57,985 $59,434 $60,920 $62,443 $64,004 2.50%
Other Income $60,000 $61,500 $63,038 $64,613 $66,229 $67,884 $69,582 $71,321 $73,104 $74,932 $76,805 2.50%
Total Vacancy & Credit Loss- Apts./ ROOST ($669,216) ($685,946) ($703,095) ($720,672) ($738,689) ($757,156) ($776,085) ($795,487) ($815,374) ($835,758) ($856,652) 2.50%
Total Vacancy & Credit Loss- Retail ($7,712) ($7,712) ($7,712) ($7,712) ($7,712) ($8,483) ($8,483) ($8,483) ($8,483) ($8,483) ($8,738) 1.26%
OPERATING EXPENSES
Real Estate Taxes $839,661 $852,460 $933,831 $957,176 $981,106 $1,005,634 $1,030,774 $1,056,544 $1,082,957 $1,110,031 $944,217 1.18%
Utilities $338,800 $347,270 $355,952 $364,851 $373,972 $383,321 $392,904 $402,727 $412,795 $423,115 $433,693 2.50%
Management Fees $218,919 $225,148 $230,648 $236,286 $242,065 $248,502 $254,573 $260,796 $267,175 $273,714 $280,585 2.51%
A-410
Other Expenses $302,500 $310,063 $317,814 $325,759 $333,903 $342,251 $350,807 $359,577 $368,567 $377,781 $387,226 2.50%
TOTAL EXPENSES $3,239,605 $3,313,158 $3,455,918 $3,542,188 $3,630,615 $3,721,765 $3,814,668 $3,909,893 $4,007,500 $4,107,546 $4,016,698 2.17%



Port Covington- Parcel E6 Year UPON STABILIZATION- ENTIRE PROJECT- 9/30/2023 Growth
1 2 3 4 5 6 7 8 9 10 11 Year 1 -
TOTAL REVENUE
Potential Rent at Market $7,749,752 $7,943,496 $8,142,083 $8,345,635 $8,554,276 $8,768,133 $8,987,337 $9,212,020 $9,442,320 $9,678,378 $9,920,338 2.50%
Commercial Rent (Net) $540,930 $541,096 $541,107 $541,191 $569,925 $595,208 $595,217 $595,216 $594,478 $104,645 $696,387 2.56%
Base Rent Adjustments
Absorption & Turnover Vacancy (Retail) $0 $0 $0 $0 $0 $0 $0 $0 $0 ($115,443) $0
Adjusted Rental Revenue $7,636,139 $8,484,592 $8,683,190 $8,886,826 $9,124,201 $9,363,341 $9,582,554 $9,807,236 $10,036,798 $9,667,580 $10,616,725 3.35%
Expense Reimbursements $800,000 $820,000 $840,500 $861,513 $883,050 $905,127 $927,755 $950,949 $974,722 $999,090 $1,024,068 2.50%
Other Income $265,000 $271,625 $278,416 $285,376 $292,510 $299,823 $307,319 $315,002 $322,877 $330,949 $339,222 2.50%
Vacancy & Credit Loss- Apts. ($387,488) ($397,175) ($407,104) ($417,282) ($427,714) ($438,407) ($449,367) ($460,601) ($472,116) ($483,919) ($496,017) 2.50%
Vacancy & Credit Loss- Retail ($41,123) ($41,463) ($41,806) ($42,159) ($43,989) ($45,650) ($46,038) ($46,426) ($46,814) ($45,837) ($53,027) 2.57%
OPERATING EXPENSES
Real Estate Taxes $1,783,864 $1,940,555 $1,989,069 $2,038,795 $2,089,765 $2,142,009 $2,195,560 $2,250,449 $2,306,710 $2,364,378 $2,426,498 3.12%
Utilities $399,869 $409,866 $420,113 $430,616 $441,381 $452,415 $463,726 $475,319 $487,202 $499,382 $511,867 2.50%
A-411
Management Fees $267,812 $274,127 $280,596 $287,228 $294,842 $302,527 $309,667 $316,985 $324,464 $314,036 $342,929 2.50%
Other Expenses $68,943 $70,667 $72,433 $74,244 $76,100 $78,003 $79,953 $81,952 $84,000 $86,100 $88,253 2.50%
TOTAL EXPENSES $3,782,145 $3,988,413 $4,087,739 $4,189,550 $4,294,721 $4,402,404 $4,512,040 $4,624,418 $4,739,583 $4,839,532 $4,984,574 2.80%


Yield Capitalization Method Conclusions- Apartments
The results of the Yield Capitalization analysis are presented below:
PRICING MATRIX - Prospective Market Value Upon Stabilization - Parcel E1

Terminal Discount Rate
Cap Rates 5.50% 5.75% 6.00% 6.25% 6.50%
4.25% $ 83,469,979 $ 81,800,576 $ 80,171,702 $ 78,582,255 $ 77,031,167
4.50% $ 80,214,439 $ 78,621,186 $ 77,066,506 $ 75,549,353 $ 74,068,713
4.75% $ 77,301,587 $ 75,776,467 $ 74,288,172 $ 72,835,705 $ 71,418,096
5.00% $ 74,680,020 $ 73,216,221 $ 71,787,672 $ 70,393,421 $ 69,032,541
5.25% $ 72,308,126 $ 70,899,808 $ 69,525,315 $ 68,183,735 $ 66,874,182
Cost of Sale at Reversion: 2.00%
Percent Residual: 67.32%
Plus Present Value of Remaining Tax Credits: $6,800,000
PRICING MATRIX - Prospective Market Value Upon Stabilization - Parcel E5B

Cap Rates 6.50% 6.75% 7.00% 7.25% 7.50%
5.25% $ 63,335,039 $ 62,132,450 $ 60,958,309 $ 59,811,859 $ 58,692,363
5.50% $ 61,526,998 $ 60,366,307 $ 59,233,001 $ 58,126,348 $ 57,045,642
5.75% $ 59,876,177 $ 58,753,742 $ 57,657,719 $ 56,587,404 $ 55,542,115
6.00% $ 58,362,924 $ 57,275,558 $ 56,213,711 $ 55,176,704 $ 54,163,881
6.25% $ 56,970,732 $ 55,915,628 $ 54,885,223 $ 53,878,861 $ 52,895,906
PRICING MATRIX - Prospective Market Value Upon Stabilization - Parcel E6

Cap Rates 5.75% 6.00% 6.25% 6.50% 6.75%
4.50% $ 121,115,315 $ 118,748,746 $ 116,439,025 $ 114,184,616 $ 111,984,034
4.75% $ 116,890,835 $ 114,622,849 $ 112,409,186 $ 110,248,382 $ 108,139,017
5.00% $ 113,088,803 $ 110,909,542 $ 108,782,331 $ 106,705,771 $ 104,678,502
5.25% $ 109,648,869 $ 107,549,883 $ 105,500,891 $ 103,500,551 $ 101,547,561
5.50% $ 106,521,657 $ 104,495,648 $ 102,517,764 $ 100,586,716 $ 98,701,250
A-412
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY INCOME CAPITALIZATION APPROACH- OFFICE/ RETAIL (PARCELS E5A/ E7)
Income Capitalization Approach- Office/ Retail (Parcels E5A/ E7)

Methodology
We used both Yield and Direct capitalization methods in determining the prospective market value upon completion
and stabilization of the subject’s two proposed office/ retail projects. Market participants rely on the Yield
Capitalization (Discounted Cash Flow analysis) in valuing comparable assets as proposed for the subject. Thus,
we relied on the Discounted Cash Flow in our reconciliation of prospective values for the subject.
Potential Gross Income

Potential gross income is generated by a number of distinct elements:
 Minimum rent determined by the lease agreement

 Reimbursement of certain expenses incurred in the ownership and operation of the real estate
 Other miscellaneous revenues
Minimum base rent is a legal contract between landlord and tenant establishing a return to investors in the real
estate. The lease terms also dictate specific expense reimbursement charges that can be billed to the tenant.
Finally, miscellaneous income can be generated from a variety of sources. The first step in this approach is to
analyze all potential gross income, starting with an analysis of the subject’s tenancy.
Subject Tenancy
The subject properties will be demised for multi-tenant occupancy upon completion. On the following pages we will
discuss the subject's pre-leasing activity, proposed lease structure and forecast rent levels, and present comparable
rental data.
Proposed Space Summary & Pre-Lease Status
PROJECT SUMMARY- PORT COVINGTON- CHAPTER 1B- PARCELS E5A / E7

Total NRA
Retail Office Bldg. SF Office/
No. of No. of Bldg. Bldg. Excl. Retail
Parcel Proposed Use/ Tenancy Bldgs. Stories NRA SF NRA SF Garage Suites
Parcel E5A Office, Retail Inline 1 7 9,542 206,692 216,242 9
Parcel E7 Office, Retail- Inline, Fitness Center 3 2-7 38,756 197,607 236,366 13
Totals (Office Projects) 4 48,298 404,299 452,608 22
PROJECT SUMMARY- PORT COVINGTON- CHAPTER 1B- PARCELS E5A / E7

Construction Start Construction
Parcel Proposed Use/ Tenancy Date Completion Date Stabilization Date
Parcel E5A Office, Retail Inline September 1, 2020 January 31, 2022 January 31, 2023
Parcel E7 Office, Retail- Inline, Fitness Center September 1, 2020 April 30, 2022 September 30, 2023
Total Projects with Chapter 1B: September 1, 2020 July 31, 2022 September 30, 2023
The subject’s two proposed office/ retail buildings will contain 452,608 square feet upon completion. The projects
will include inter-connected buildings and street-level retail space totaling 48,298 square feet. The owner’s
proposed floor plans reflect 22 demised office and retail tenant spaces.
A-413
Pre-Leasing: The developer has executed three office leases for Parcel E7 as of the effective date of this appraisal
totaling 39,595 square feet. A summary of these leases are as follows:
Confidential (Suite D-3-1)- This tenant has leased 12,098 square feet for a 10 year term, which is expected to
commence upon completion of the project. The base lease rate is $33.00 per square foot on a triple-net rental basis
with 3.0 percent annual escalations over the lease term. The tenant will receive four months of free rent at the
beginning of the lease term and “turnkey” buildout.
Confidential (Suite D-4-2)- This tenant has leased 15,000 square feet for a 10 year term, which is expected to
commence upon completion of the project. The base lease rate is $41.50 per square foot on modified rental basis.
The tenant will be responsible for directly paying for their own utility expense. The rent will escalate annually over
the lease term at a rate of 3.75 percent. The higher escalation rate is in lieu of paying increases in operating
expenses and taxes over the lease term. The tenant will receive seven months of free rent at the beginning of the
lease term and “turnkey” buildout.
Confidential (Suite D 700)- This tenant has leased 12,500 square feet for a 10 year term, which is expected to
commence upon completion of the project. The base lease rate is $43.50 per square foot on modified rental basis.
The tenant will be responsible for directly paying for their own utility expense. The rent will escalate annually over
the lease term at a rate of 3.75 percent. The higher escalation rate is in lieu of paying increases in operating
expenses and taxes over the lease term. The tenant will receive eight months of free rent at the beginning of the
lease term and “turnkey” buildout.
Lease Structure
Local Market Lease Structure
In the subject’s market, office leases are typically written on a modified gross basis, with the tenants responsible
for increases in real estate taxes and operating expenses over a base amount (normally costs in the initial year of
occupancy). This lease structure is referred to as a full service lease in the subject’s market. Lease terms are
typically between 5 and 10 years in length for first generation space with annual escalations ranging from 2.0 to
3.0 percent. Some office leases are structured such that the tenant(s) are responsible for an electricity charge via
direct billing, sub meter or direct meter. This lease structure is referred to as a full service- net of electric lease.
Office space in a few trophy-class office buildings and single-tenant building are also leased on net rental basis,
with the tenant responsible for a pro rata share of all expenses and metered utilities.
In the subject’s market, retail leases are typically written on a net basis, whereby the tenants are responsible for
their pro-rata share of all operating expenses including real estate taxes, insurance, common area maintenance
(CAM) and management. First generation lease terms are typical 10 year terms with a fixed bump in Year 6, or 2.0
to 3.0 percent annual escalations.
Subject’s Asking Rents / Lease Structure
The subject’s leasing representative indicated vacant space available office space for lease will reflect asking rental
rate of $33.00 to $37.00 per square foot on a net rental basis and retail space will range from $30.00 to $45.00 per
square foot on a net rental basis for retail space. The asking rents will range based on the size of the space and
amount of tenant improvement allowance and other concessions offered.
Comparable Rentals
Office lease comparables are presented on the following page. Retail lease comparables were presented earlier in
the report.
A-414
Analysis of Comparable Office Rents
OFFICE RENT COMPARABLES

PROPERTY INFORMATION LEASE INFORMATION
RENOVATED
LEASE TYPE
YEAR BUILT
TERM (yrs.)
SIZE (NRA)
SIZE (NRA)
STORIES
MONTHS
RENT/SF
TENANT
INITIAL
CLASS
LEASE
STEPS
NAME
YEAR
DATE
RENT
FREE
TI/SF
Property Name
1 Stadium Square A 75,000 2017 N/A 6 Confidential 6/18 2,660 5.3 $29.00 3.00% Net of 3 $40.00 Direct lease in new building. TI over vanilla
145 W Ostend Street Electric & shell. Net electric and janitorial lease
Baltimore, MD Janitorial structure
2a Legg Mason Tower A 612,613 2009 N/A 24 Confidential 12/17 3,650 5.3 $40.00 3.00% Modified 3 $25.00 Direct lease, Occupancy 7/1/2018
100 International Drive
Baltimore, MD
2b Legg Mason Tower A 612,613 2009 N/A 24 Confidential 11/16 1,853 5.0 $32.50 3.00% Net 5 $0.00 Expansion
Baltimore, MD
2c Legg Mason Tower A 612,613 2009 N/A 24 Confidential 8/16 48,737 8.0 $26.00 3.00% Net 5 $60.00 Renewal and Expansion
Baltimore, MD
2d Legg Mason Tower A 612,613 2009 N/A 24 Confidential 8/16 6,246 7.6 $32.00 3.00% Net 7 $60.00 Direct, new lease. This tenant subleases
100 International Drive an additional two floors from Legg Mason
A-415
Baltimore, MD totaling 50,794 SF.

3a Harbor East A 243,540 2007 N/A 12 Confidential 10/16 38,225 5.3 $32.00 2.50% Net of 3 N/A Direct Lease, rent commencement
650 Exeter Street Electric 7/1/2017. Utility Costs: $3.75 psf
Baltimore, MD
3b Harbor East A 243,540 2007 N/A 12 Confidential 10/16 103,335 10.0 $30.50 3.50% Net of 0 $10.00 Renewal, rent commencement 7/1/2017
650 Exeter Street Electric
Baltimore, MD
4 Thames Street Wharf A 252,443 2010 N/A 7 Confidential 2/19 1,700 1.1 $34.00 4.00% Net 0 N/A Sublease
1300 Thames Street
Baltimore, MD
5 500 East Pratt Street A 279,712 2004 N/A 13 Confidential 2/18 920 3.0 $34.00 3.00% Net 0 $6.50 Direct lease
Baltimore, MD
6 100 E. Pratt Street A 662,708 1975 1991 28 Confidential 2/19 2,562 3.0 $40.00 3.00% Modified 0 $0.00 Direct lease, renewal, full service lease
Baltimore, MD structure, lease renewal begins 12/1/2019
7 Harborplace Tower A 265,957 1988 N/A 28 Confidential 12/19 6,055 7.5 $30.00 4.00% Modified 6 $45.00 Direct lease
111 South Calvert Street
Baltimore, MD
STATISTICS
Low 75,000 1975 1991 6 8/16 920 1.1 $26.00 0 $0.00
High 662,708 2017 1991 28 12/19 103,335 10.0 $40.00 7 $60.00
Average 406,668 2004 1991 18 11/17 19,631 5.5 $32.73 3 $27.39

COMPARABLE OFFICE RENTAL LOCATION MAP

A-416

Discussion of Comparable Office Rents

We analyzed recent leases negotiated in competitive buildings in the marketplace. These are all located in buildings
similar in class to the subject and in the subject’s competitive market. The comparables exhibit a range in lease
structures, with a majority of the leases on a net rental basis. The range in rates on an equivalent net lease structure
range from $26.00 to $34.00 per square foot. The lease terms reflect annual escalations ranging from 2.5 to 4.0
percent per year.
Free rent concessions ranged from 0 to 7 months, which ranges based on lease term and tenant size. Tenant
improvement allowances range widely depending on the lease term, whether it is a new lease or lease renewal,
and if it is a first-generation lease of shell space or relet space. First generation space includes additional costs to
buildout the space over cold dark shell. Based on recent leasing activity at the subject property and our analysis
of the comparables, we concluded at the market rents shown in the Market Rent Synopsis table presented at the
end of this section. It should be noted that forecast rental rates per proposed tenant space (office, retail) is presented
within the Absorption Schedule section presented on the following pages.
Market Rent Conclusions

Based on the existing lease at the subject property and our analysis of the comparables, we concluded at a market
rent for the various tenant types at the subject as follows.
LEASING ASSUMPTIONS - OFFICE/RETAIL SPACE

PARCEL: PARCEL E5A PARCEL E7
Office- $27.50- Retail- $30.00- Office- $27.50- Retail- $30.00-
TENANT CATEGORY $32.00 psf NNN $35.00 psf NNN $32.00 psf NNN $35.00 psf NNN
WEIGHTED ITEMS
Renewal Probability 75.00% 75.00% 75.00% 75.00%
Market Rent $32.00 $30.00 $32.00 $30.00
Months Vacant 9.00 6.00 9.00 6.00
Tenant Improvements
New Leases $30.00 $25.00 $30.00 $25.00
Renewal Leases $10.00 $10.00 $10.00 $10.00
First Generation (Shell) $65.00 $75.00 $65.00 $75.00
Leasing Commissions (1)
New Leases 6.00% 6.00% 6.00% 6.00%
Renewal Leases 3.00% 3.00% 3.00% 3.00%
Free Rent (months free)
New Leases (Initial Vacancy) 6 3 6 3
Renewal Leases 0 0 0 0
NON-WEIGHTED ITEMS
Lease Term (Years) 10 10 10 10
Lease Type (Reimbursements) Net Net Net Net
Contract Rent Increase Projection 3.00% 10% Year 6 3.00% 10% Year 6
Leasing Commissions
Leasing commissions have been modeled in accordance with local market standards. The standard leasing
commission for new leases totals 6.0 percent of the scheduled rental income for the lease term, of which 4.0 percent
is paid to the tenant broker and 2.0 percent is paid to the landlord broker. On renewing leases, the standard leasing
commission is 3.0 percent, of which 2.0 percent is paid to the tenant broker and 1.0 percent is paid to the landlord
broker. We have incorporated these standard assumptions in our cash flow projection.
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The selected market rents are for new space. The initial market rent for first generation tenants assumes an average
lease term of 10 years with $65.00 per square foot in a tenant improvement allowance package for office space
provided over shell space, plus six months of free rent for new tenants. The market rent for retail space assumes
the owner provides $75.00 per square foot in tenant improvement allowance for a 10-year term with three months
of free rent for first generation tenants. The range in office market rents is reflect of lease size. The following
absorption schedules reflect the tenant rental categories.
Space Summary and Absorption Schedule of Vacant Space

SPACE SUMMARY & OCCUPANCY STATUS - PARCEL E5A
SPACE SUMMARY SPACE COUNT
Tenant Category Occ. SF Vct. SF Total SF Occupancy Occupied Vacant Total
Office- $32.00 psf NNN - 63,895 63,895 0.0% 0 2 2
Office- $30.50 psf NNN - 66,484 66,484 0.0% 0 3 3
Office- $29.00 psf NNN - 66,315 66,315 0.0% 0 3 3
Office- $27.50 psf NNN - 9,998 9,998 0.0% 0 1 1
Retail- $35.00 psf NNN - 9,542 9,542 0.0% 0 2 2
Total - 216,234 216,234 0.0% 0 11 11
ABSORPTION SCHEDULE - PARCEL E5A

Square Tenant Market
Vacant Space Name Suite Feet Date Category Rent (1) Annual
Spec Office 700 30,653 Feb-22 Office- $32.00 psf NNN $32.00 $980,896
Spec Office 600 33,242 Feb-22 Office- $32.00 psf NNN $32.00 $1,063,744
Spec Office 500 33,242 May-22 Office- $30.50 psf NNN $30.50 $1,013,881
Spec Office 410 16,621 May-22 Office- $30.50 psf NNN $30.50 $506,941
Spec Office 400 16,621 May-22 Office- $30.50 psf NNN $30.50 $506,941
Spec Office 310 15,000 Aug-22 Office- $29.00 psf NNN $29.00 $435,000
Spec Retail 001 4,771 Nov-22 Retail- $35.00 psf NNN $35.00 $166,985
Spec Retail 002 4,771 Nov-22 Retail- $35.00 psf NNN $35.00 $166,985
Total 216,234 $30.54 $6,604,452
Analysis Start Date 10/01/23
Absorption Commencement 02/01/22
A-418
SPACE SUMMARY & OCCUPANCY STATUS - PARCEL E7

SPACE SUMMARY SPACE COUNT
Tenant Category Occ. SF Vct. SF Total SF Occupancy Occupied Vacant Total
Office- $33.00 psf NNN 39,598 157,513 197,111 20.1% 3 10 13
Retail- $42.00 psf NNN - 39,252 39,252 0.0% 0 13 13
Total 39,598 196,765 236,363 16.8% 3 23 26

Tenant Market
Vacant Space Suite NRA Date Category Rent (1) Annual
Spec Office D-5-1 34,091 Apr-23 Office- $33.00 psf NNN $33.00 $1,125,003
Spec Office C-4-1 28,433 Apr-23 Office- $33.00 psf NNN $33.00 $938,289
Spec Office D-7-1 16,043 Apr-23 Office- $33.00 psf NNN $33.00 $529,419
Spec Office B-2-1 13,087 Apr-23 Office- $33.00 psf NNN $33.00 $431,871
Spec Office C-3-1 12,882 Apr-23 Office- $33.00 psf NNN $33.00 $425,106
Spec Office D-7-3 10,078 Oct-22 Office- $33.00 psf NNN $33.00 $332,574
Spec Retail R-01 9,940 Dec-22 Retail- $42.00 psf NNN $40.00 $397,600
Spec Office A-2-1 8,448 Apr-23 Office- $33.00 psf NNN $33.00 $278,784
Spec Retail R-11 3,867 Oct-22 Retail- $42.00 psf NNN $40.00 $154,680
Total 196,765 $34.40 $6,768,009
Analysis Start Date 06/01/22
Absorption Commencement 10/01/22
Our forecast absorption period averages ten months from completion, plus three months (retail space) to six months
(office space) of free rent at the provided at the start of the lease term. The market rent noted in the chart reflects
a current market rent estimate. The absorption estimate is based primarily on discussions with the subject’s
representative and on-going pending leasing activity at competitive properties, and discussions with market
participants including Cushman & Wakefield leasing brokers who manage comparable buildings within the subject’s
market.
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As will be discussed, market rent growth is forecast at 2.50 percent annum. Market rent has continued to escalate
within the subject’s market over the past three years as evidenced by lease comparables previously presented and
recent leases. Additional information regarding market rent growth assumption is presented later in this section.

An opinion of the subject’s annual income and operating expenses forecast upon stabilization of Chapter 1B (as of
September 30, 2023) were developed after reviewing the operating performance of comparable buildings we have
appraised and review of the owner’s pro formas. The owner’s pro formas and our opinion of future income and
expenses for each project upon stabilization of Chapter 1B is presented on the following tables. Our expense
forecast is presented in the following table.
REVENUE AND EXPENSE ANALYSIS PARCEL E5A

Owner Stabilized Pro Appraisal Forecast
(1)
Forma Stabilized Year
REVENUE Total PSF Total PSF
Base Rental Revenue $6,544,844 $30.27 $6,872,118 $31.78
Base Rent Abatements $0 $0.00 $0 $0.00
Total Reimbursement Revenue $2,990,167 $13.83 $3,879,370 $17.94
Parking Income Net $42,864 $0.20 $62,525 $0.29
Other Income $241,898 $1.12 $234,468 $1.08
POTENTIAL GROSS REVENUE $9,819,774 $45.41 $11,048,481 $51.10
Vacancy and Collection Loss ($500,153) ($2.31) ($687,214) ($3.18)
EFFECTIVE GROSS REVENUE $9,319,621 $43.10 $10,361,267 $47.92
OPERATING EXPENSES $0 $0.00
Insurance $39,954 $0.18 $45,066 $0.21
Utilities $669,358 $3.10 $667,711 $3.09
Repairs & Maintenance/ CAM $1,243,522 $5.75 $1,295,669 $5.99
Management Fees $252,919 $1.17 $259,030 $1.20
General & Administrative $137,679 $0.64 $146,469 $0.68
Other Expenses $230,929 $1.07 $225,334 $1.04
Total Operating Expenses $2,574,361 $11.91 $2,639,279 $12.21
Real Estate Taxes $546,865 $2.53 $1,494,440 $6.91

TOTAL EXPENSES $3,121,226 $14.43 $4,133,719 $19.12
NET OPERATING INCOME $6,198,395 $28.67 $6,227,548 $28.80
Note: Owner Pro Forma Real Estate Taxes is net tax credits
Stabilized Year- Entire Chapter 1B - 10/1/2023
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REVENUE AND EXPENSE ANALYSIS PARCEL E7

Owner Stabilized Pro Appraisal Forecast
(1)
Forma Stabilized Year
REVENUE Total PSF Total PSF
Base Rental Revenue $7,953,483 $33.65 $8,526,967 $36.08
Total Reimbursement Revenue $3,326,354 $14.07 $4,068,198 $17.21
Other Income $314,119 $1.33 $326,239 $1.38
POTENTIAL GROSS REVENUE $11,593,956 $49.05 $12,921,404 $54.67
Vacancy and Collection Loss ($621,215) ($2.63) ($852,697) ($3.61)
EFFECTIVE GROSS REVENUE $10,972,741 $46.42 $12,068,707 $51.06
OPERATING EXPENSES $0 $0.00
Insurance $54,599 $0.23 $61,200 $0.26
Utilities $751,185 $3.18 $714,501 $3.02
Repairs & Maintenance/ CAM $1,271,575 $5.38 $1,432,054 $6.06
Management Fees $347,608 $1.47 $301,718 $1.28
General & Administrative $139,813 $0.59 $159,117 $0.67
Other Expenses $394,444 $1.67 $61,200 $0.26
Total Operating Expenses $2,959,224 $12.52 $2,729,790 $11.55
Real Estate Taxes $591,284 $2.50 $2,078,621 $8.79

TOTAL EXPENSES $3,550,508 $15.02 $4,808,411 $20.34
NET OPERATING INCOME $7,422,233 $31.40 $7,260,296 $30.72
Note: Owner Pro Forma Real Estate Taxes is net tax credits
(1) Stabilized Year- Entire Chapter 1B - 10/1/2023
Discussion of Revenue Items

We analyzed each revenue item in making our forecast, with our conclusions summarized on the previous table.
Base Rental Revenue: The projected base rental revenue for year one and the first stabilized year of our analysis
is an amalgamation of various factors including contractual rents and increases, base rent that is generated by
vacant space as it is absorbed. Our forecast of base rental revenue for each project is general in line with the
owner’s pro formas as previously presented.
Expense Reimbursements: The contractual lease obligations of the tenants specify that certain operating expenses
are reimbursed to the landlord. The expense reimbursements that we forecast for the subject property are discussed
above. The contractual lease obligations of the tenants specify that certain operating expenses are reimbursed to
the landlord. The subject’s office and retail leases are forecast to be structured on a net rental basis with the tenants
responsible for a pro rata share of real estate taxes and operating expenses (CAM) and sub-metered utilities.
Parking Income (Net): Parcel E5A will contain about 22 parking spaces within a street-level garage. Based on
review of the parking survey data as presented in this report, we have estimated year one annual parking income
of $60,000 from the prospective date of completion (January 31, 2022) through stabilization (January 31, 2023),
with a slight increase for inflation by the prospective date upon stabilization of the entire Chapter 1B as of September
30, 2023. Additional parking revenue from office tenants that lease spaces within the E1B parking garage are
reflected separately with the E1B cash flow analysis presented in this report. No parking is located within E7.
Other Income- The owner has forecast other revenue from various tenant services and miscellaneous fees for both
buildings, which are typical for comparable projects we have appraised. We forecast other income in line with the
owner’s pro forma, which appears reasonable.
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Vacancy and Collection Loss (E5A, E7)

Based on the current vacancy in the market, and our perception of future market vacancy, we projected a global
stabilized vacancy rate of 9.00 percent. We also deducted a collection loss of 1.00 percent. Total vacancy and
collection loss is equal to 10.00 percent. The indicated vacancy and credit loss factor was assessed to both office
and retail space.
As previously noted, each of the subject’s project components will include retail space. We reflected a global
vacancy and credit loss factor for the subject’s retail space within the subject’s proposed office/ retail buildings
(E5A, E7) at a slightly higher rate of 10.0 percent than the subject’s multifamily project components at 5.0 percent
based in part of the size of the spaces and proposed tenancy and discussions with market participants. The
indicated vacancy and credit loss, for both office and retail space, is offset by absorption and turnover vacancy
during the project period. Thus, vacancy and credit loss attributable to office and retail space will vary annually
based on lease-up and rollover assumptions for each demised space.
We analyzed each expense item in making our forecast, with our conclusions summarized on the previous table.
In most cases, our forecast is well supported by the historical or budget information. However, in some cases,
further clarification is provided as follows:
Property Insurance
Property insurance expenses include coverage for general liability and loss or damage to the property caused by
fire, lightning, vandalism malicious mischief, additional perils fire, extended coverage and owner’s liability
coverage. Insurance costs are modeled in-line with other comparable properties. Our forecast for this expense
in line with comparable expenses presented at the end of this section and is in line with the owner’s pro forma.
Utilities
This expense category includes expenses for fuel, gas, electricity, water and sewer, trash removal and other
utilities. Utilities are generally property specific and vary considerably from property to property in the subject’s
market based on the utilities paid by the tenant and the owner, and the efficiency of the HVAC systems. In
addition, utilities are a variable expense based in part on occupancy. It should be noted that the utility expenses
are reflective of the development with utility efficiencies to meet LEED requirements. In addition, retail tenants
will directly pay for their own utility expenses. Our forecast for this expense in line with comparable expenses
presented at the end of this section and is in line with the owner’s pro forma.
Repairs & Maintenance/ CAM/ CAM
This expense category includes all expenses incurred for general repairs and maintenance, including HVAC,
electrical, plumbing, safety systems, roads and grounds, and pest control/exterminating. This expense category
also typically includes all outside maintenance service contracts and the cost of maintenance and repairs supplies
and also includes payroll costs for on-site engineers. This expense category also included other common area
maintenance cost including janitorial expenses. Our forecast for this expense in line with comparable expenses
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Management Fees
Management expenses typically include the costs paid for professional management services. Management
services may be contracted for or provided by the property owner. Management fees for this type of property
typically range from 2.00 to 4.00 percent of effective gross income. We utilized a management fee of 2.50 percent
of effective gross income, which we consider to be market oriented.
General & Administrative
This expense category includes general administrative expenses and services needed to operate the property,
such as telephone, legal, audit and accounting, and other miscellaneous office supplies and expenses. This
expense category also included security costs. Our forecast for this expense in line with comparable expenses
Real Estate Taxes
A complete discussion of taxes for the subject property is included in the Real Property Taxes and Assessments
section of this report. Real estate taxes also include the following community taxes:
Business Improvement District Charge (Upon Completion): The owner indicates that the Port Covington District
will be part of a designated Business Improvement District (BID) similar to those established for the City’s Central
Business District and Inner Harbor Waterfront. The BID will provide supplemental “clean and safe” services in
addition to those provided by the City’s Police Department and Department of Public Works. The BID will also
manage much of the planned open space and parks within the Port Covington District. The BID will be funded by
a property tax surcharge that will be collected from the building owner, which will be partially passed-through to
office and retail tenants within the project. Based on review of comparable BID costs, we have estimated this
initial expense at $0.25 per square foot of net rentable area.
Community Benefits Charge (Upon Completion): Port Covington has entered into an agreement to provide
benefits to six (6) surrounding communities and the City as a whole. Community benefits will be funded, in part,
with an annual charge to $0.25 per square foot of leased space by for-profit users of commercial office or retail
space in the project, which will be collected from for-profit commercial office and retail tenants.
Other Expenses
This expense Category includes various non-reimbursable expenses paid by the owner. Our forecast of this
expense is in line with comparables presented at the end of this section and the owner’s pro forma.
Operating Expense Conclusion

We relied on discussions with the owner and market participants, and expense comparables to make our expense
projections. The operating expenses (excluding real estate taxes) projected for the subject property reflect an
operating expense ratio at stabilization for each of the projects, which is in line with comparable projects of similar
quality and multi-tenancy. The operating expense comparisons presented in the operating expense analysis table
in the following section support our opinion of operating expenses for the subject property. The following table
provides a summary of the subject’s operating expenses and comparables excluding real estate taxes.
A-423
Operating Expense Comparables

The following table illustrates detailed expense levels for comparable buildings as proposed for the subject property in terms of size, tenancy and quality. In our
judgment, a reconciled expense figures presented in this section for the subject property. Our forecast expenses for each project are mostly in line with the owner’s
budgeted expense figures, which appear reasonable.
OFFICE COMPARABLES REVENUE AND EXPENSE ANALYSIS

Property Address Confidential Confidential Confidential Confidential Confidential
Year of Record 2020-1Q T-12 2020-1Q T-12 2020-1Q- T-12 2019 2019
Actual/Budget/Annualized Actual Actual Actual Actual Actual
Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Min Max Average

REVENUE PSF % EGI PSF % EGI PSF % EGI PSF % EGI PSF % EGI PSF PSF PSF
EFFECTIVE GROSS REVENUE $43.25 100.00% $42.35 100.00% $46.02 100.00% $46.50 100.00% $42.79 100.00% $42.35 $46.50 $44.18
OPERATING EXPENSES
Insurance $0.20 0.46% $0.19 0.45% $0.23 0.50% $0.25 0.54% $0.20 0.47% $0.19 $0.25 $0.21
Utilities $3.00 6.94% $3.15 7.44% $2.95 6.41% $3.20 6.88% $3.50 8.18% $2.95 $3.50 $3.16
Repairs & Maintenance/ CAM $5.50 12.72% $6.02 14.21% $6.75 14.67% $5.88 12.65% $4.75 11.10% $4.75 $6.75 $5.78
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Management Fees $1.30 3.00% $1.06 2.50% $1.15 2.50% $1.16 2.50% $1.28 3.00% $1.06 $1.30 $1.19
General & Administrative $0.65 1.50% $0.75 1.77% $1.00 2.17% $0.50 1.08% $0.55 1.29% $0.50 $1.00 $0.69
Other Expenses $1.00 2.31% $0.75 1.77% $1.15 2.50% $1.25 2.69% $0.60 1.40% $0.60 $1.25 $0.95
Total Operating Expenses $11.65 26.93% $11.92 28.14% $13.23 28.75% $12.24 26.33% $10.88 25.44% $10.88 $13.23 $11.98
Real Estate Taxes $6.35 14.68% $6.80 16.06% $6.94 15.08% $7.02 15.10% $5.95 13.91% $5.95 $7.02 $6.61
TOTAL EXPENSES $18.00 41.61% $18.72 44.20% $20.17 43.83% $19.26 41.42% $16.83 39.34% $16.83 $20.17 $18.60
Note: Expense comparables reflect 2020 $ and exclude tax credits

Income and Expense Pro Forma

The following tables summarize our opinion of income and expenses for the first stabilized year in this analysis
(Year Two after completion) for the subject’s office projects.
SUMMARY OF REVENUE AND EXPENSES - PARCEL E5A

REVENUE Annual $/SF % of EGI
Base Rental Revenue $6,872,118 $31.78
Total Reimbursement Revenue $3,879,370 $17.94
Parking Income Net $62,525 $0.29
Other Income $234,468 $1.08
POTENTIAL GROSS REVENUE $11,048,481 $51.10
Vacancy and Collection Loss ($687,214) ($3.18)
EFFECTIVE GROSS REVENUE $10,361,267 $47.92 100.00%
Insurance $45,066 $0.21 0.43%
Utilities $667,711 $3.09 6.44%
Repairs & Maintenance/ CAM $1,295,669 $5.99 12.50%
Management Fees $259,030 $1.20 2.50%
General & Administrative $146,469 $0.68 1.41%
Other Expenses $225,334 $1.04 2.17%
Total Operating Expenses $2,639,279 $12.21 25.47%
Real Estate Taxes $1,494,440 $6.91 14.42%
TOTAL EXPENSES $4,133,719 $19.12 39.90%
NET OPERATING INCOME $6,227,548 $28.80 60.10%
SUMMARY OF REVENUE AND EXPENSES - PARCEL E7

REVENUE Annual $/SF % of EGI
Base Rental Revenue $8,526,967 $36.08
Total Reimbursement Revenue $4,068,198 $17.21
Other Income $326,239 $1.38
POTENTIAL GROSS REVENUE $12,921,404 $54.67
Vacancy and Collection Loss ($852,697) ($3.61)
EFFECTIVE GROSS REVENUE $12,068,707 $51.06 100.00%
Insurance $61,200 $0.26 0.51%
Utilities $714,501 $3.02 5.92%
Repairs & Maintenance/ CAM $1,432,054 $6.06 11.87%
Management Fees $301,718 $1.28 2.50%
General & Administrative $159,117 $0.67 1.32%
Other Expenses $61,200 $0.26 0.51%
Total Operating Expenses $2,729,790 $11.55 22.62%
Real Estate Taxes $2,078,621 $8.79 17.22%
TOTAL EXPENSES $4,808,411 $20.34 39.84%
NET OPERATING INCOME $7,260,296 $30.72 60.16%
A-425
Investor Survey Trends


Property Type: NATIONAL CBD OFFICE 2Q 20

OAR (average) 5.57% 5.57% 5.55% 5.68% 5.66% 5.73% 5.48% 5.47% 5.44% 5.44% 5.48% 5.39% 5.52% 5.52% 5.45% 5.55%
IRR (average) 7.23% 7.16% 7.09% 7.05% 7.13% 7.05% 6.95% 6.91% 6.89% 6.89% 6.95% 6.82% 6.86% 6.88% 6.88% 7.16%
7.25%
7.00%
6.75%
6.50%
RATES
6.25%
6.00%
5.75%
5.50%
5.25%
5.00%
ANALYSIS PERIOD
Overall investment returns recently stabilized as capital has been drawn to higher yield opportunities in secondary
markets, as compared to core markets.

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Capitalization Rate from Comparable Sales
CAPITALIZATION RATE SUMMARY - OFFICE

Capitalization
No. Name and Location Sale Date Rate
1 Centerstone at Tysons 11/2019 5.25%
1550 Westbranch Drive
McLean, VA
2 Thames Street Wharf 6/2019 7.49%

1300 Thames Street
Baltimore, MD
3 One Liberty Center 6/2019 6.14%
875 N Randolph Street
Arlington, VA
4 7101 Wisconsin 9/2017 5.99%
7101 Wisconsin Avenue
Bethesda, MD
5 Legg Mason Tower 3/2017 6.29%
Baltimore, MD
STATISTICS
Sample Size 5 5
Low 3/2017 5.25%
High 11/2019 7.49%
Median 6/2019 6.14%
Average 9/2018 6.23%
Market Participant Surveys

We also interviewed national and regional investors of comparable properties, as well as other market participants
including investment sales brokers for their opinion on overall capitalization rates. The respondent’s opinions are
reflected as follows-
1) Regional investor/owner- 5.50% to 6.00%

2) Regional owner/developer- 5.75% to 6.25%
3) National institutional owner- 5.00% to 5.75%
4) Regional investment sales broker- 6.00% to 6.50%

PwC Institutional - Refers to National CBD Office market regardless of class or occupancy
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We considered OARs indicated by sales of comparable properties, national investor surveys, and the opinions of
brokers, owners, and prospective purchasers. The indications from these various sources are:
CAPITALIZATION RATE SUMMARY

Comparable Sales 5.25% To 7.49% 6.23%
PwC Institutional 3.75% To 7.50% 5.55%
Market Participants 5.00% To 6.50% 5.75%
Conclusion (Parcels E5A) 6.00%
Conclusion (Parcels E7) 5.50%
parameters. In selecting the overall rates for each mixed-use project as a single economic entity, we considered
the intended space uses and forecast tenancy of each building (amount of office and retail space, demised space
sizes, etc.). We found no market support for bifurcating cap rates based on investor surveys, sales data and our
appraisals of comparable properties. Given the property attributes for each project component and prevailing
market return rates, we concluded to an overall rate of 6.00 percent for Parcel E5A and 5.50 percent for E7, which
is applicable to the stabilized NOI forecast for each project. The variance in overall rates is reflective the varying
amount of proposed office and retail space within each project.
Direct Capitalization Method Conclusion

In the Direct Capitalization Method, we developed an opinion of market value by dividing forecast net operating
income as of the date of stabilization for Chapter 1B (September 30, 2023) by our selected overall capitalization
rate. Our conclusion using the Direct Capitalization Method, with adjustments for the present value of remaining tax
credits, is as follows:
DIRECT CAPITALIZATION METHOD - PARCEL E5A

NET OPERATING INCOME $6,227,548 $28.80
Sensitivity Analysis (0.25% OAR Spread) Value $/SF NRA
Based on Low-Range of 5.75% $108,305,183 $500.87
Based on Most Probable Range of 6.00% $103,792,467 $480.00
Based on High-Range of 6.25% $99,640,768 $460.80
Preliminary Value $103,792,467 $480.00
PLUS Present Value of Tax Credits $9,900,000 $45.78
Indicated Prospective Value Upon Stabilization $113,692,467 $525.78
Rounded to nearest $50,000 $113,700,000 $525.82
DIRECT CAPITALIZATION METHOD - PARCEL E7

NET OPERATING INCOME $7,260,296 $30.72
Sensitivity Analysis (0.25% OAR Spread) Value $/SF NRA
Based on Low-Range of 5.25% $138,291,352 $585.08
Based on Most Probable Range of 5.50% $132,005,382 $558.49
Based on High-Range of 5.75% $126,266,017 $534.20
Preliminary Value $132,005,382 $558.49
PLUS Present Value of Tax Credits $11,950,000 $50.56
Indicated Prospective Value Upon Stabilization $143,955,382 $609.04
$132,005,382
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Yield Capitalization Method – Parcels E5A / E7

In the Yield Capitalization Method, we employed ARGUS software to model the income characteristics of the
property and to make a variety of cash flow assumptions. We attempted to reflect the most likely investment
assumptions of typical buyers and sellers in this market segment.
General Cash Flow Assumptions

The start date of the Yield Capitalization analysis is October 01, 2023. We performed this analysis on a fiscal year
basis. The analysis incorporates a typical forecast period of 11 years, and a holding period of 10 years.
The following table outlines the assumptions used in the Yield Capitalization analysis.
DISCOUNTED CASH FLOW MODELING ASSUMPTIONS
VALUATION SCENARIO: Prospective Market Value Upon Stabilization- Chapter 1B- E5A
Cash Flow Software: ARGUS Market Rent: 2.50%
Investment Holding Period: 10 Years Tenant Improvements: 2.50%
Analysis Projection Period: 11 Years Real Estate Taxes (After First Phase-In Cycle): 2.50%
VACANCY & COLLECTION LOSS RATES OF RETURN

Global Vacancy: 9.00% Internal Rate of Return (Cash Flow): 7.25%
Global Collection Loss: 1.00% Internal Rate of Return (Reversion): 7.25%
Credit Tenant Override Rate (Vacancy): 0.00% Basis Point Spread (OARout vs. OARin): 25 pts
Credit Tenant Override Rate (Collection Loss): 0.00%
VALUATION
CAPITAL EXPENDITURES Prospective Market Value Upon Stabilization: $104,913,044
Reserves for Replacement ($/SF): $0.20 Plus Present Value of Remaining Tax Credits: $9,900,000
Other Deductions ($): Adjusted Value: $114,813,044
Value $/SF: $530.91
DISCOUNTED MODELING ASSUMPTIONS

VALUATION SCENARIO: Prospective Market Value Upon Stabilization- Chapter 1B- Parcel E7
Cash Flow_1 Software: ARGUS Market Rent: 2.50%
Cash Flow_1 Start Date: October 1, 2023 Consumer Price Index (CPI): 2.00%
Analysis Projection Period: 11 Years Real Estate Taxes (After First Phase-In Cycle):

Global Vacancy: 9.00% Internal Rate of Return (Cash Flow): 7.00%
Global Collection Loss: 1.00% Internal Rate of Return (Reversion): 7.00%
Credit Tenant Override Rate (Vacancy): 0.00% Basis Point Spread (OARout vs. OARin): 50 pts
Credit Tenant Override Rate (Collection Loss): 0.00%
VALUATION
CAPITAL EXPENDITURES Prospective Market Value Upon Stabilization: $132,774,146
Reserves for Replacement ($/SF): $0.20 Plus Present Value of Remaining Tax Credits: $11,950,000
Other Deductions ($): Adjusted Value: $144,724,146
Value $/SF: $612.19
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The following information was extracted from the PwC Investor Survey and was used to help determine our growth
rate assumptions.
OTHER INVESTOR SURVEY INFORMATION

Survey Data Range Average
PwC Institutional Second Rent Change Rate -10.00% - 3.00% -0.50%
Quarter 2020 Expense Change Rate 2.00% - 3.00% 2.77%

Investors will typically use a slightly more conservative overall rate when exiting an investment versus the rate that
would be used going into the investment. This accounts both for the aging associated with the improvements over
the course of the holding period, and for any unforeseen risks that might arise over that time period.
As a result, we applied a terminal rate ranging from 6.00 to 6.25 percent in our analysis. These rates are 25 to 50
basis points above the overall rate going into the investments, which is considered reasonable.
We estimated the cost of sale at the time of reversion to be 2.0 percent, which is in keeping with local market
practice.
We developed an opinion of future cash flows, including property value at reversion, and discounted that income
an opinion of net present value.
The PwC Investor survey indicates the following internal rates of return for competitive properties:

A-430
yield at the time of sale after a specific holding period.
We previously discussed all factors that would influence our selection of a discount rate for the subject property.
Given all of these factors, we discounted our cash flow and reversionary value projections at an internal rate of
return Upon Stabilization of Chapter 1B of 7.25 percent for Parcel E7 and 7.00 percent for E5A. The selected IRRs
and terminal caps are reflective of the physical and economic characteristics of each project, including the amount
of retail space in each project.
The Argus cash flow projections for each project component is presented on the following pages beginning from
the forecast stabilization of Chapter 1B (September 30, 2023).
Our cash flow projection and valuation matrix are presented at the end of this section.
Yield Capitalization Method Conclusion – Prospective Value Upon Stabilization – E5A
The following table summarizes the parameters used to determine the prospective value of the subject property
upon stabilization of Chapter 1B. The value conclusion is also presented in the following table:
The value matrix correlating to this valuation is presented in the following table:
PRICING MATRIX - Market Value As-Is

Terminal Discount Rate (IRR) for Cash Flow
Cap Rates 6.75% 7.00% 7.25% 7.50% 7.75%
5.75% $ 114,459,839 $ 112,348,162 $ 110,285,885 $ 108,271,698 $ 106,304,329
6.00% $ 111,527,617 $ 109,483,733 $ 107,487,530 $ 105,537,744 $ 103,633,149
6.25% $ 108,829,972 $ 106,848,459 $ 104,913,044 $ 103,022,507 $ 101,175,665
6.50% $ 106,339,838 $ 104,415,898 $ 102,536,595 $ 100,700,749 $ 98,907,217
6.75% $ 104,034,158 $ 102,163,527 $ 100,336,179 $ 98,550,974 $ 96,806,803
IRR Reversion 6.75% 7.00% 7.25% 7.50% 7.75%

Adjustments to Value: $9,900,000
The indicated prospective market value upon stabilization of Chapter 1B- Parcel E5A equates to $114,800,000,
rounded, inclusive of the present value of remaining tax credits.
A-431
ANNUAL CASH FLOW REPORT Annual

Port Covington- Parcel E5A UPON STABILIZATION ENTIRE PROJECT- 10/1/23 Growth
1 2 3 4 5 6 7 8 9 10 11 Year 1 -
Base Rental Revenue $ 6,872,118 $ 7,068,254 $ 7,270,287 $ 7,478,375 $ 7,723,324 $ 7,946,870 $ 8,174,249 $ 8,408,462 $ 8,485,369 $ 8,507,972 $ 8,755,549 2.40%
Absorption & Turnover Vacancy 0 0 0 0 0 0 0 0 (1,337,791) (71,252) $ -
Base Rent Abatements 0 0 0 0 0 0 0 0 0 0 0
Scheduled Base Rental Revenue $ 6,872,118 $ 7,068,254 $ 7,270,287 $ 7,478,375 $ 7,723,324 $ 7,946,870 $ 8,174,249 $ 8,408,462 $ 7,147,578 $ 8,436,720 $ 8,755,549 2.31%
Total Reimbursement Revenue $ 3,879,370 $ 4,096,118 $ 4,237,356 $ 4,344,031 $ 4,453,703 $ 4,565,881 $ 4,680,716 $ 4,802,901 $ 4,033,417 $ 4,946,770 $ 5,168,440 2.74%
Parking Income Net 62,525 64,088 65,690 67,333 69,015 70,742 72,510 74,322 76,181 78,085 80,037 2.50%
Other Income 234,468 240,332 246,337 252,499 258,809 265,280 271,911 278,710 285,678 292,819 300,140 2.50%
TOTAL GROSS REVENUE $ 11,048,481 $ 11,468,792 $ 11,819,670 $ 12,142,238 $ 12,504,851 $ 12,848,773 $ 13,199,386 $ 13,564,395 $ 11,542,854 $ 13,754,394 $ 14,304,166 2.46%
General Vacancy (618,492) (636,143) (654,325) (673,054) (695,099) (715,219) (735,682) (756,762) 0 (694,464) (788,000) 1.30%
Collection Loss (68,722) (70,681) (72,704) (74,783) (77,232) (79,469) (81,743) (84,084) (71,476) (84,368) (87,555) 2.31%
EFFECTIVE GROSS REVENUE $ 10,361,267 $ 10,761,968 $ 11,092,641 $ 11,394,401 $ 11,732,520 $ 12,054,085 $ 12,381,961 $ 12,723,549 $ 11,471,378 $ 12,975,562 $ 13,428,611 2.53%
Insurance 45,066 46,194 47,348 48,531 49,746 50,990 52,263 53,571 54,908 56,284 57,689 2.50%
Utilities 667,711 684,402 701,513 719,050 737,026 755,453 774,339 793,698 676,838 833,878 854,726 2.50%
Repairs & Maintenance/ CAM 1,295,669 1,328,063 1,361,262 1,395,295 1,430,176 1,465,932 1,502,579 1,540,144 1,578,648 1,618,113 1,658,568 2.50%
Management Fees 259,030 269,050 277,315 284,861 293,313 301,352 309,548 318,089 286,785 324,389 335,716 2.53%
General & Administrative 146,469 150,128 153,882 157,729 161,671 165,715 169,857 174,103 178,454 182,918 187,490 2.50%
A-432
Real Estate Taxes 1,494,440 1,655,028 1,726,933 1,770,104 1,814,358 1,859,716 1,906,207 1,953,862 2,002,713 2,052,780 2,111,307 3.59%
Other Expenses 225,334 230,967 236,741 242,660 248,726 254,946 261,317 267,852 274,546 281,412 288,446 2.50%
TOTAL OPERATING EXPENSES $ 4,133,719 $ 4,363,832 $ 4,504,994 $ 4,618,230 $ 4,735,016 $ 4,854,104 $ 4,976,110 $ 5,101,319 $ 5,052,892 $ 5,349,774 $ 5,493,942 2.91%
NET OPERATING INCOME $ 6,227,548 $ 6,398,136 $ 6,587,647 $ 6,776,171 $ 6,997,504 $ 7,199,981 $ 7,405,851 $ 7,622,230 $ 6,418,486 $ 7,625,788 $ 7,934,669 2.28%
Capital Reserves 45,066 46,194 47,348 48,531 49,746 50,990 52,263 53,571 54,908 56,284 57,689 2.50%
Tenant Improvements 0 0 0 0 0 0 0 0 3,968,749 167,950
Leasing Commissions 0 0 0 0 0 0 0 0 3,450,664 168,332
TOTAL LEASING & CAPITAL COSTS $ 45,066 $ 46,194 $ 47,348 $ 48,531 $ 49,746 $ 50,990 $ 52,263 $ 53,571 $ 7,474,321 $ 392,566 $ 57,689 27.19%
CASH FLOW BEFORE DEBT SERVICE $ 6,182,482 $ 6,351,942 $ 6,540,299 $ 6,727,640 $ 6,947,758 $ 7,148,991 $ 7,353,588 $ 7,568,659 $ (1,055,835) $ 7,233,222 $ 7,876,980 1.76%
Implied Overall Rate 5.42% 5.57% 5.74% 5.90% 6.10% 6.27% 6.45% 6.64% 5.59% 6.64%
Cash on Cash Return 5.39% 5.53% 5.70% 5.86% 6.05% 6.23% 6.41% 6.59% -0.92% 6.30%


Port Covington- Parcel E7 UPON STABILIZATION ENTIRE PROJECT- 10/1/2023 Growth
1 2 3 4 5 6 7 8 9 10 11 Year 1 -
Base Rental Revenue $ 8,526,967 $ 8,780,041 $ 9,040,838 $ 9,309,585 $ 9,586,492 $ 9,871,845 $ 10,165,910 $ 10,468,942 $ 10,552,444 $ 10,464,259 $ 10,629,643 2.30%
Absorption & Turnover Vacancy 0 0 0 0 0 0 0 0 (278,789) (1,456,913)
Scheduled Base Rental Revenue $ 8,526,967 $ 8,780,041 $ 9,040,838 $ 9,309,585 $ 9,586,492 $ 9,871,845 $ 10,165,910 $ 10,468,942 $ 10,273,655 $ 9,007,346 $ 10,629,643 0.61%
Total Reimbursement Revenue $ 4,068,198 $ 4,199,467 $ 4,305,969 $ 4,414,847 $ 4,525,083 $ 4,639,047 $ 4,755,961 $ 4,877,118 $ 5,072,105 $ 4,920,651 $ 5,905,211 2.14%
Other Income 326,239 334,393 342,755 351,323 360,107 369,108 378,336 387,796 397,489 407,427 417,612 2.50%
General Vacancy (767,427) (790,203) (813,676) (837,864) (862,784) (888,466) (914,930) (942,205) (670,932) 0 (956,667) -100.00%
Collection Loss (85,270) (87,800) (90,408) (93,096) (95,865) (98,718) (101,659) (104,689) (102,736) (90,074) (70,865) 0.61%
Insurance 61,200 62,729 64,296 65,904 67,553 69,240 70,973 72,746 74,564 76,429 78,340 2.50%
Utilities 714,501 732,365 750,673 769,440 788,677 808,392 828,605 849,317 840,983 773,321 914,623 0.88%
Repairs & Maintenance/ CAM 1,432,054 1,467,858 1,504,552 1,542,167 1,580,721 1,620,239 1,660,745 1,702,263 1,744,819 1,788,441 1,833,151 2.50%
Management Fees 301,718 310,898 319,636 328,620 337,826 347,321 357,090 367,173 374,240 356,133 397,238 1.86%
General & Administrative 159,117 163,096 167,172 171,352 175,636 180,027 184,527 189,139 193,870 198,716 203,684 2.50%
Real Estate Taxes 2,078,621 2,129,837 2,183,800 2,239,099 2,293,603 2,350,942 2,409,719 2,469,557 2,535,289 2,598,674 2,663,639 2.51%
A-433
Other Expenses 61,200 62,729 64,296 65,904 67,553 69,240 70,973 72,746 74,564 76,429 78,340 2.50%
Tenant Improvements 0 0 0 0 0 0 0 0 760,332 3,786,104
Leasing Commissions 0 0 0 0 0 0 0 0 719,099 3,718,741
TOTAL LEASING & CAPITAL COSTS $ 48,959 $ 50,182 $ 51,437 $ 52,724 $ 54,042 $ 55,394 $ 56,777 $ 58,197 $ 1,539,083 $ 7,565,989 $ 41,479 --
CASH FLOW BEFORE DEBT SERVICE $ 7,211,337 $ 7,456,204 $ 7,679,616 $ 7,909,585 $ 8,147,422 $ 8,392,021 $ 8,644,209 $ 8,905,824 $ 7,592,169 $ 811,218 $ 9,657,816 -21.55%
Cash on Cash Return 4.98% 5.15% 5.31% 5.47% 5.63% 5.80% 5.97% 6.15% 5.25% 0.56%

Yield Capitalization Method Conclusion – Prospective Value Upon Stabilization – E7
The following table summarizes the parameters used to determine the prospective value of the subject property
upon stabilization. The value conclusion is also presented in the following table:
The value matrix correlating to this valuation is presented in the following table:

Cap Rates 6.50% 6.75% 7.00% 7.25% 7.50%
5.50% $ 145,501,167 $ 142,774,209 $ 140,111,381 $ 137,510,977 $ 134,971,343
5.75% $ 141,489,475 $ 138,855,484 $ 136,283,258 $ 133,771,158 $ 131,317,592
6.00% $ 137,812,092 $ 135,263,320 $ 132,774,146 $ 130,342,991 $ 127,968,320
6.25% $ 134,428,899 $ 131,958,529 $ 129,545,763 $ 127,189,077 $ 124,886,990
6.50% $ 131,305,952 $ 128,907,953 $ 126,565,717 $ 124,277,772 $ 122,042,686
IRR Reversion 6.50% 6.75% 7.00% 7.25% 7.50%

Plus Present Value of Remaining Tax Credits: $11,950,000
Based on the rates selected, the value via the Yield Capitalization analysis is estimated at $144,700,000 rounded,
inclusive of $11,950,000 for the present value of remaining tax credits.
As will be presented in the Reconciliation section, the Discounted Cash Flow Method is preferred by investors over
the Direct Capitalization Method for comparable proposed projects. Thus, we have placed reliance on the
Discounted Cash Flow Method as will be discussed.
A-434
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY INCOME CAPITALIZATION APPROACH- PARKING GARAGE (PARCEL E1B)
Income Capitalization Approach- Parking Garage (Parcel E1B)

Introduction
The subject property will be improved with a 1,023-space above-grade structured parking garage. As previously
noted, Parcel E1, including apartments and retail space will be improved around the perimeter of the garage,
including a grocery tenant. The owner did not advise whether the project would manage by a third-party operator,
or self-managed. The garage is forecast to be completed by July 31, 2022, and stabilized by July 31, 2023 (12
months). The owner reports a majority of the planned parking garage income will be generated from monthly rentals
from the adjacent office and apartment tenants within the project. Secondary demand will come from transient users
visiting the retail and project amenities and future buildout in Port Covington.
Parking Market Rent
An important factor impacting an investment in a parking facility is how the rental rates compare to the market. I
compare the subject’s typical terms and rent level to the market.
The following table summarizes rental activity for competing parking facilities in the market. There are several
downtown parking garages and parking lots throughout Baltimore City. Parking garages and parking lots are
sometimes attached to office and hotel buildings as will be reflected by the subject property. We surveyed select
parking garages and a lot near the subject. These facilities total 5,660 spaces as summarized in the following table.
COMPETITIVE PARKING SURVEY

RATES
Capacity Evening Monthly
No. Property Name/ Location Operator Description Hours (Spaces) 1st Hour Daily Max Early Bird Rate (Unreserved)
PRIMARY COMPETITION
1 Harbor Park Garage Central Parking Garage 24/7 1,300 $10.00 $10.00 $9.00 N/A $180
55 Market Place Self park & valet
Baltimore
2 414 Water Street - Custom House Central Parking Garage 24/7 1,007 $9.00 $21.00 $11.00 N/A $150
414 Water Street Self park
Baltimore
3 One Light LAZ Parking Garage 24/7 646 $18.00 $31.00 N/A N/A $135
1 Light Street Self park
Baltimore
4 Pier V Garage Towne Park & Garage 24/7 650 $16.00 $30.00 N/A $15.00 $220
711 East Pratt Street The Cordish Co. Self park
Baltimore
5 300 E. Lombard Street LAZ Parking Limited Garage 24/7 165 $16.00 $29.00 $14.00 $10.00 $200
300 E. Lombard Street Self park
Baltimore
6 30 Light Street Garage Parkway Corporate Garage 24/7 522 $10.00 $25.00 $14.00 N/A $110
30 Light Street Self park & valet
Baltimore
7 West Baltimore Street Garage Arrow Parking Garage 24/7 574 $8.00 $16.00 $10.00 $10.00 $179
210 W. Baltimore Street
Baltimore
8 Down Under Garage LAZ Parking Subterranean 24/7 796 $25.00 $32.00 N/A $17.00 N/A
110 W. Lombard Street Garage
Baltimore Self Park
Survey Average 708 $14.00 $24.25 $11.60 $13.00 $168
Survey Minimum 165 $8.00 $10.00 $9.00 $10.00 $110
Survey Maximum 1,300 $25.00 $32.00 $14.00 $17.00 $220
Survey Total Spaces 5,660
The subject owner’s forecast asking rents appear to be within the market range of rates.
A-435

We developed an opinion of the property’s annual income and operating expenses after reviewing the owner’s pro
forma and operating performance of similar parking garages we have appraised in downtown Baltimore. We
analyzed each item of expense and developed an opinion regarding what an informed investor would consider
typical. Estimated future revenue and expenses and comparable operating data are presented on the following
chart.
REVENUE AND EXPENSE ANALYSIS SUBJECT PARKING GARAGE - E1B
Owner Pro Forma C&W Forecast-

As Stable As Stabilized (2023 $) (1)
REVENUE Total Per Space Total Per Space
Gross Parking Revenue $2,635,534 $2,576 $2,639,340 $2,580
Other Income $0 $0 $71,500 $70
POTENTIAL GROSS REVENUE $2,635,534 $2,576 $2,710,840 $2,650
Vacancy and Collection Loss ($263,553) ($258) ($135,542) ($132)
EFFECTIVE GROSS REVENUE $2,371,981 $2,319 $2,575,298 $2,517
OPERATING EXPENSES $0 $0
Management Fees $47,440 $46 $64,382 $63
Payroll & Benefits $0 $0 $257,530 $252
Other Expenses $369,159 $361 $51,506 $50
Total Operating Expenses $416,599 $407 $373,418 $365
Real Estate Taxes $0 $0 $646,551 $632
TOTAL EXPENSES $416,599 $407 $1,019,969 $997
NET OPERATING INCOME $1,955,382 $1,911 $1,555,329 $1,520
Notes: Owner's Real Estate Taxes is net tax credits;
C&W Real Estate Taxes excludes tax credits
Parking Rental Revenue

Forecast base rental revenue is comprised mostly monthly parking revenue as well as other parking revenue
(events, etc.). The owner has not forecast significant transient parking revenue (daily parking income). Based on
review of comparable apartment projects we have appraised in downtown Baltimore, it appears the owner’s budget
is reasonable. The owner’s estimate anticipates there will be pent-up demand for the subject’s parking spaces from
the as the subject’s project components are completed and stabilized. Our estimate assumes vacancy in year 1
after completion as of July 31, 2022 as the subject’s apartment complex and office/retail components are stabilized.
Thus, the first stabilized year is forecast for Year 2, in line with the subject’s office and apartment component as of
October 1, 2023.
Other Income- Other income attributable to the market garage includes various revenue sources including vehicle
storage from adjacent properties, validations and e-commerce-related parking revenue. Based on the owner’s pro
forma and review of other income from other parking garage properties we have appraised in the subject’s market,
we estimate Other Income in the first stabilized year to be $71,500, or $70 per space.
Potential Gross Revenue (Net Parking Revenue)- The resulting estimated net parking revenue for the first stabilized
year of the analysis equates to $2,710,840, or $2,650 per space.
A-436
Vacancy and Collection Loss – E1B

The inputs for the subject’s income from the monthly and daily parking have been adjusted for a vacancy and
collection loss based on comparable data. Based on discussions with market participants, they typically underwrite
parking garage income based on actual in-place trailing 12-month revenue for garages with stabilized occupancy.
A survey of market participants and investors indicate they also take vacancy risk into account in their investment
rate requirements (overall rate and IRR). We also considered risks associated with future vacancy and collection
loss in the selection of investment rates presented later in this section. We included a vacancy and collection loss
adjustment of 5.0 percent over the analysis period.
I analyzed each expense item in making my forecast, with my conclusions summarized on the previous table. A
discussion of each expense item is provided below:
Management Fees This expense includes the costs paid for professional management services.
Management services may be contracted for or provided by the property owner.
Management fees for this type of property typically range from 1.50 to 3.00 percent of
effective gross income. We utilized a management fee of 2.0 percent of effective gross
income, which we consider to be market oriented. The owner did not reflect a separate
management expense.
Payroll This expense category includes total payroll costs for on-site management and
maintenance personnel including employee salaries, bonuses, payroll taxes, insurance
and other benefits.
Other Operating This expense includes additional operating expense items involved in running a parking
Expenses garage.
Real Estate Taxes A complete discussion of taxes for the subject is included in the Real Property Taxes and
Assessments section of this report. Our analysis includes the total attributable real estate
taxes allocated to the market garage, with a separate adjustment for tax credits as
previously discussed. The owner’s pro forma real estate taxes are net tax credits.
Operating Expense Conclusions- Parking Garage

The total operating expenses for the subject property (including real estate taxes) are forecast to be $1,019,969,
equating to $997 per space as of the stabilized year of Chapter 1B. Based on review of confidential expense data
from appraisals of other parking garages Cushman & Wakefield has completed in the market, our forecast of total
expenses appears reasonable and within the market range of rates.
A-437
Income and Expense Pro Forma – Parking Garage

The following chart summarizes our opinion of income and expenses for the first stabilized year of Chapter 1B as
of September 30, 2023.
SUMMARY OF REVENUE AND EXPENSES - PARKING GARAGE

REVENUE Assumptions Annual $/Space % of EGI
Gross Parking Revenue $2,639,340 $2,580
Other Income $71,500 $70
Vacancy and Collection Loss 5.0% ($135,542) ($132)
OPERATING EXPENSES
Management Fees 2.5% $64,382 $63 2.50%
Payroll & Benefits $257,530 $252 10.00%
Other Expenses $51,506 $50 2.00%
Total Operating Expenses $373,418 $365 14.50%
Real Estate Taxes (Excluding Tax Abatement) Forecast $646,551 $632 25.11%
TOTAL EXPENSES $1,019,969 $997 39.61%
A-438
Investor Survey Trends


Property Type: NATIONAL NET LEASE 2Q 20

OAR (average) 6.85% 6.75% 6.75% 6.88% 6.71% 6.80% 6.60% 6.60% 6.67% 6.71% 6.77% 6.60% 6.50% 6.19% 6.16% 6.22%
IRR (average) 8.20% 8.00% 8.00% 8.00% 7.81% 7.92% 8.13% 8.44% 8.15% 8.40% 7.52% 7.50% 7.38% 7.10% 7.10% 7.10%
8.50%
8.25%
8.00%
7.75%
7.50%
RATES
7.25%
7.00%
6.75%
6.50%
6.25%
6.00%
ANALYSIS PERIOD
A-439

Capitalization Rate from Comparable Sales
CAPITALIZATION RATE SUMMARY - GARAGES

Capitalization
No. Name and Location Sale Date Rate
1 Corporate Plaza Garage 5/2017 5.50%
612 W. 11 Street
Wilmington, DE
2 Manger Parking Deck 5/2017 6.20%
115 E. Congress Street
Savannah, GA
3 InterPark Hilton Garage 12/2016 6.50%
255 Courtland Street NE
Atlanta, GA
4 Towson Square Garage 10/2015 6.58%
103 East Joppa Road
Towson, MD
5 30 Light Street Garage 8/2015 6.90%
30 Light Street
Baltimore, MD
6 Millennium Garage 7/2019 5.50%
432 West Congress Street
Detroit, MI
STATISTICS
Sample Size 6 6
Low 8/2015 5.50%
High 7/2019 6.90%
Median 2/2017 6.35%
Average 2/2017 6.20%
Comparable sales reflect overall capitalization rates ranging from 5.50 to 6.90 percent, with an average of 6.20
percent. Market Participant Surveys
We also interviewed national and regional investors of comparable properties, as well as other market participants
including investment sales brokers for their opinion on overall capitalization rates. The respondent’s opinions are
reflected as follows-
1) Regional investor/owner- 5.0% to 6.0%

2) Regional owner/developer- 5.75% to 6.25%
3) National institutional owner- 6.0% to 6.25%
A-440

PwC Institutional- National Net Lease Second Quarter 2020 4.00% - 8.00% 6.22%
PwC Institutional - Refers to National Net Lease market regardless of class or occupancy

We considered OARs indicated by sales of comparable properties, national investor surveys, and the opinions of
brokers, owners, and prospective purchasers. The indications from these various sources are:
CAPITALIZATION RATE SUMMARY

Comparable Sales 5.50% to 6.90% 6.20%
PwC Institutional 4.00% to 8.00% 6.22%
Market Participants 5.00% to 6.25% 5.50%
Conclusion 5.50%
parameters. Given the property attributes and prevailing market return rates, we conclude that a 5.50 percent OAR
is applicable to the subject NOI forecast.
Direct Capitalization Method Conclusion

In the Direct Capitalization Method, we developed an opinion of market value by dividing first year net operating
income by our selected overall capitalization rate. Our conclusion using the Direct Capitalization Method, with
adjustments for the present value of remaining tax credits, is as follows:
DIRECT CAPITALIZATION METHOD

Prospective Market Value Upon Stabilization PARCEL E1B
Sensitivity Analysis (0.25% OAR Spread) Value $/Space
Indicated Value $28,278,709 $27,643
Indicated Value $32,678,709 $31,944
A-441
Yield Capitalization Method- Parking Garage

In the Yield Capitalization Method, we employed ARGUS software to model the income characteristics of the
property and to make a variety of cash flow assumptions. We attempted to reflect the most likely investment
assumptions of typical buyers and sellers in this market segment.
General Cash Flow Assumptions

The following table outlines the assumptions used in the Yield Capitalization analysis.
DISCOUNTED CASH FLOW MODELING ASSUMPTIONS - PARKING GARAGE - PARCEL E1B

VALUATION SCENARIO: Prospective Market Value Upon Stabilzation
Cash Flow Software: ARGUS Market Rent: 2.50%
Analysis Projection Period: 11 Years Real Estate Taxes: 2.50%
Global Vacancy and Collection Loss: 5.00% Internal Rate of Return: (Cash Flow) 6.50%
Internal Rate of Return: (Reversion) 6.50%
VALUATION
CAPITAL EXPENDITURES Indicated Value: $27,874,862
Reserves for Replacement ($100/ space): $102,300 Present Value of Tax Credits: $4,400,000
Value $/space: $31,525

We applied a terminal rate of 6.00 percent in our analysis, which is at the low end of the indicated range of the PwC
investor survey for the National Net Lease market as previously referenced. The subject property upon stabilization
represents new construction, which reduces investor risk over the analysis period related to capital improvements
and physical depreciation. We also considered the forecast net operating income growth from the first stabilized
year through analysis period.
A-442
I estimated the cost of sale at the time of reversion to be 2.00 percent, which is in keeping with local market practice.
I developed an opinion of future cash flows, including property value at reversion, and discounted that income
an opinion of net present value.
The PwC Investor survey indicates the following internal rates of return for competitive properties:

yield at the time of sale after a specific holding period.
We previously discussed all factors that would influence our selection of a discount rate for the subject property.
Given all of these factors, we discounted our cash flow and reversionary value projections at an internal rate of
return of 6.50 percent upon stabilization.
Yield Capitalization Method Conclusion
Our cash flow projection and valuation matrix are presented at the end of this section.
A-443

Parcel E1B- GARAGE UPON STABILIZATION - ENTIRE PROJECT (10/1/2023) Growth
1 2 3 4 5 6 7 8 9 10 11 Year 1 -
Monthly Parking Revenue 2,639,340 2,705,323 2,772,957 2,842,281 2,913,338 2,986,171 3,060,825 3,137,346 3,215,780 3,296,174 3,378,578 2.50%
Other Parking Income 71,500 73,287 75,120 76,998 78,923 80,896 82,918 84,991 87,116 89,294 91,526 2.50%
General Vacancy (135,542) (138,931) (142,404) (145,964) (149,613) (153,353) (157,187) (161,117) (165,145) (169,273) (173,505) 2.50%
Management Fees 64,382 65,992 67,642 69,333 71,066 72,843 74,664 76,531 78,444 80,405 82,415 2.50%
Payroll 257,530 263,968 270,567 277,332 284,265 291,371 298,656 306,122 313,775 321,620 329,660 2.50%
Other Operating Expenses 51,506 52,794 54,113 55,466 56,853 58,274 59,731 61,224 62,755 64,324 65,932 2.50%
Real Estate Taxes 646,551 703,344 720,927 738,954 757,428 776,361 795,768 815,664 836,049 858,015 899,105 3.19%
TOTAL LEASING & CAPITAL COSTS $ 102,300 $ 104,858 $ 107,479 $ 110,166 $ 112,920 $ 115,743 $ 118,637 $ 121,603 $ 124,643 $ 127,759 $ 130,953 2.50%
CASH FLOW BEFORE DEBT SERVICE $ 1,440,153 $ 1,435,525 $ 1,471,416 $ 1,508,197 $ 1,545,903 $ 1,584,553 $ 1,624,167 $ 1,664,769 $ 1,706,396 $ 1,747,991 $ 1,772,051 2.18%
A-444
Cash on Cash Return 4.46% 4.44% 4.56% 4.67% 4.79% 4.91% 5.03% 5.15% 5.28% 5.41%

Yield Capitalization Method Conclusion –Market Value Upon Stabilization – Parking Garage
The results of the Yield Capitalization analysis are presented below:

Cap Rates 6.00% 6.25% 6.50% 6.75% 7.00%
5.50% $ 30,547,377 $ 29,963,349 $ 29,393,209 $ 28,836,585 $ 28,293,114
5.75% $ 29,717,025 $ 29,152,330 $ 28,601,028 $ 28,062,761 $ 27,537,182
6.00% $ 28,955,870 $ 28,408,895 $ 27,874,862 $ 27,353,423 $ 26,844,244
6.25% $ 28,255,606 $ 27,724,935 $ 27,206,789 $ 26,700,832 $ 26,206,741
6.50% $ 27,609,210 $ 27,093,588 $ 26,590,106 $ 26,098,440 $ 25,618,276
IRR Reversion 6.00% 6.25% 6.50% 6.75% 7.00%

Present Value of Tax Credits: $4,400,000
Rounded to nearest $50,000: $32,250,000 $31,525
Based on the rates selected, the value via the Yield Capitalization analysis is estimated, inclusive of $4,400,000 for
the present value of the remaining tax credits, at $32,250,000, rounded.
A-445
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY RECONCILIATION AND FINAL VALUE OPINION
Reconciliation and Final Value Opinion

Valuation Methodology Review and Reconciliation
This appraisal employs all three typical approaches to value: the Cost Approach, the Sales Comparison Approach
and the Income Capitalization Approach. Based on our analysis and knowledge of the subject property type and
relevant investor profiles, it is our opinion that all approaches would be considered meaningful and applicable in
developing a credible value conclusion. The tables on the following pages reflects the determined values per
valuation approach.

No. of Units/ (Land Value) Public Improvements Stabilization
Value Date: GBA SF June 1, 2020 April 30, 2022 September 30, 2023
Land Value- Multifamily (Apts. Mixed-Income) 162 units $8,100,000 $8,100,000 $8,350,000
Land Value- Retail (Grocery, Inline) 40,403 sf $2,400,000 $2,400,000 $2,500,000
Total Land Value $10,500,000 $10,500,000 $10,850,000
Parcel E5A
Land Value- Office 211,739 sf $9,550,000 $9,550,000 $9,850,000
Land Value- Retail (Inline) 9,542 sf $550,000 $550,000 $600,000
Total Land Value $10,100,000 $10,100,000 $10,450,000
Parcel E5B
Land Value- Multifamily (Apts. Short-Term) 121 units $6,300,000 $6,300,000 $6,500,000
Land Value- Retail (Inline) 5,780 sf $350,000 $350,000 $350,000
Total Land Value $6,650,000 $6,650,000 $6,850,000
Parcel E6
Land Value- Multifamily (Apts. Mixed-Income) 254 units $12,200,000 $12,200,000 $12,600,000
Land Value- Retail (Inline) 15,835 sf $950,000 $950,000 $1,000,000
Total Land Value $13,150,000 $13,150,000 $13,600,000
Parcel E7
Land Value- Office 227,824 sf $10,250,000 $10,250,000 $10,500,000
Land Value- Retail (Inline, Fitness Center) 44,682 sf $2,700,000 $2,700,000 $2,750,000
Total Land Value $12,950,000 $12,950,000 $13,250,000
A-446

Years 6-10: 14.5%
Years 11-15: 15.0%
Years 16-20: 15.5%
AFP Parcels (W9)

Retail: 20,860 sf
Total Land Value: $3,421,903 $4,433,259 $5,372,527
Rounded: $3,400,000 $4,450,000 $5,350,000
Retail: 176,775 sf
Hotel: 235 keys
Land Value- Hotel: $1,477,994 $1,914,821 $2,320,511
Total Land Value: $72,806,535 $94,757,020 $115,226,126
Rounded: $72,800,000 $94,750,000 $115,250,000
Retail: 12,300 sf
Office: 89,670 sf
Total Land Value: $2,338,124 $3,029,166 $3,670,950
Rounded: $2,350,000 $3,050,000 $3,650,000
Total Land Value: $23,868,802 $31,007,245 $37,653,013
Rounded: $23,850,000 $31,000,000 $37,650,000
A-447
VALUATION INDICES
PARCEL E1 (Apartments- Mixed-Income, Retail)

Land Value- Multifamily (Apts. Mixed-Income): $8,100,000 $8,100,000 $8,350,000
Land Value- Retail (Grocery, Inline): $2,400,000 $2,400,000 $2,500,000
Total Land Value: $10,500,000 $10,500,000 $10,850,000
Land Value Adjusted for Parking Garage Allocation: $7,350,000 $7,350,000 $7,600,000
Note: about 30% of Total Parcel E1 Land Value is attributable to the parking garage

VALUE CONCLUSIONS (PARCEL E1) $7,350,000 $7,350,000 $81,100,000
PARCEL E1B- Garage (1,023 spaces)

VALUE CONCLUSIONS (PARCEL E1B- Garage) $3,150,000 $3,150,000 $32,250,000
A-448
VALUATION INDICES
PARCEL E5A
VALUE CONCLUSIONS (PARCEL E5A): $10,100,000 $10,100,000 $114,800,000
PARCEL E5B
Land Value- Multifamily (Apts. Short-Term) $6,300,000 $6,300,000 $6,500,000
VALUE CONCLUSIONS (PARCEL E5B): $6,650,000 $6,650,000 $62,350,000
A-449
VALUATION INDICES - CHAPTER 1B

PARCEL E6
Land Value- Multifamily (Apts. Mixed-Income) $12,200,000 $12,200,000 $12,600,000
Land Value- Retail (Inline) $950,000 $950,000 $1,000,000
Total Land Value Parcel E6 (Rounded): $13,150,000 $13,150,000 $13,600,000
PARCEL E7
Land Value- Retail (Inline) $2,700,000 $2,700,000 $2,750,000
Direct Capitalization Method
Total Present Value of Remaining Tax Credits

VALUE CONCLUSIONS: N/A N/A $47,450,000
TOTAL TO-BE-DEVELOPED PARCELS- CHAPTER 1B

TOTAL UNDEVELOPED PARCELS

TOTAL VALUE CONCLUSIONS - AGGREGATE

A-450
Cost Approach
The Cost Approach lends support to the market values derived from the Income Capitalization and Sales
Comparison Approaches when there are adequate comparable land sales, comparable construction costs are
available, and the subject property represents new or proposed improvements. Investors typically do not rely on
the Cost Approach when acquiring comparable properties as the subject; however, investors do use the Cost
Approach as a metric in determining whether they can acquire the property below replacement costs. For additional
support, we have utilized the Cost Approach to derive a market value opinion of subject property, including an
opinion of the subject’s Land Value by use of the Sales Comparison Approach.
Sales Comparison Approach

Our research indicated several applicable transactions that have occurred in the marketplace. The Sales
Comparison Approach compares available sales data of like property and adjustments are made to arrive at a unit
cost for the subject property. We analyzed transactions of comparable properties acquired for rental income. The
comparable property sales generally represented leased fee interests and offer a reasonable view of the true value
of the subject. Overall, the Sales Comparison Approach usually can establish an overall range of value or price
parameters within a market. The estimate of value by the Sales Comparison Approach considered a price per unit
method. Adequate sales and income data were available to develop this approach.

The Income Capitalization Approach is predicated upon the principle of anticipation, which assumes that value is
determined by the future income one can expect to receive from the real estate. In this approach, we estimated
future net operating income from operations and utilization a market-derived capitalization rate to estimate market
value. Income properties like the subject are generally bought and sold based upon their ability to produce income,
if leased. Thus, the prices being paid for comparable properties are less indicative of the subject's value than the
value derived by the Income Capitalization Approach. Therefore, we primarily relied on this valuation approach for
the subject’s Chapter 1B (proposed vertical development).
Reconciliation
We concluded the appraisal process by reviewing each of the approaches to value. We believe the most meaningful
value indicator for the subject’s proposed Chapter 1B development is the Income Capitalization Approach because
this mirrors the methodology used by purchasers of this property type. We relied on the Sales Comparison
Approach for determining land value (Market Value As-Is).
Based on the agreed-to Scope of Work as outlined in this report, the value opinions presented on the following
page were determined.
A-451
Market Value Conclusions
Real Property Value

Market Value As-Is- To Be Developed Parcels- Chapter 1B Fee Simple June 1, 2020 $53,350,000
Market Value As-Is- Undeveloped Parcels (Aggregate) Fee Simple June 1, 2020 $102,400,000
Market Value As-Is- To Be Developed and Undeveloped Parcels Fee Simple June 1, 2020 $155,750,000
Prospective Market Value: Assuming upon completion of Public Improvements

Prospective Market Value- To Be Developed Parcels- Chapter 1B Fee Simple April 30, 2022 $53,350,000
Prospective Market Value- Undeveloped Parcels (Aggregate) Fee Simple April 30, 2022 $133,250,000
Prospective Market Value- To Be Developed and Undeveloped Parcels Fee Simple April 30, 2022 $186,600,000
Prospective Market Value Upon Completion and Stabilization: Assuming upon completion of Public Improvements as well as
upon completion and stabilization of the To Be Developed Parcels
Prospective Market Value (E1B - Garage) Leased Fee September 30, 2023 $32,250,000
Prospective Market Value (E5A) Leased Fee September 30, 2023 $114,800,000
Prospective Market Value (E5B) Leased Fee September 30, 2023 $62,350,000
Prospective Market Value- To Be Developed Parcels- Chapter 1B (Aggregate) Leased Fee September 30, 2023 $553,700,000
Prospective Market Value- Undeveloped Parcels (Aggregate) Fee Simple September 30, 2023 $161,900,000
Prospective Market Value- To Be Developed and Undeveloped Parcels Leased Fee September 30, 2023 $715,600,000
In addition, the client has requested two hypothetical value opinions as follows:
Real Property Value


The following is a summary of the aggregate Assessed Values of the Redevelopment Parcels and Developed
Parcels determined by the Maryland Department of Assessment and Taxation as previously presented:
Assessed Values Summary
Real Property Date of Last Assessment

Assessed Values Interest Assessment Conclusion
Assessed Value- Redevelopment Parcels (Aggregate) Fee Simple January 1, 2018 $34,886,700
Assessed Value- Developed Parcels (Aggregate) Fee Simple January 1, 2018 $91,840,000
Assessed Value- Redevelopment and Developed Parcels (Aggregate) Fee Simple January 1, 2018 $126,726,700
A-452
Extraordinary Assumptions
Extraordinary Assumptions are presented on the following page. A definition of Extraordinary Assumptions please
see the Glossary of Terms & Definitions.
The prospective market value opinions presented in this report are based upon market participant attitudes and
perceptions existing as of the effective date of our appraisal (June 1, 2020), and assumes the subject's proposed
project components are completed and achieve stabilization as of our forecast prospective dates. We assume no
material change in the physical characteristics and condition of the subject property, or in overall market conditions
between the effective date of Value As-Is and the forecast prospective dates of value, except for those identified
within this report.
We assume that the project will be completed within the timeframes, for the costs and in the manner presented in
this report. If the scope of construction and timing substantially changes from that represented by ownership and
presented herein, the value conclusions may change.
We assume approved Tax Increment Financing (TIF) through the issuance of public bonds will adequately fund
public infrastructure (roads, utilities, etc.) needed to support the subject's proposed development. We assume
future real estate taxes upon completion and stabilization of the proposed improvements will adequately fund the
TIF debt service over the analysis period.
We assume 81 units of the proposed 121-unit apartment component of Parcel E5B will be operated as a short-term
rental facility by a third-party operator. For purposes of this appraisal, we assume the management agreement, or
partnership in lieu of a lease structure with the third-party operator, is completed for the terms as described by the
developer and presented in this appraisal.
The owner reports they are entitled to Enterprise Zone Tax Credits from Baltimore City and Brownfield Property
Tax Credits from the State of Maryland. The owner believes they will be successful in securing the tax credits.
Eligibility for the Enterprise Zone Tax Credits and Brownfield Property Tax Credits is expected by the time the
project components are completed. Based on our analysis, it appears reasonable to assume the developer will
receive the tax credits, which we have included in the valuation of the subject property (Chapter 1B).
For a definition of Hypothetical Conditions please see the Glossary of Terms & Definitions. The use of hypothetical
conditions, if any, might have affected the assignment results.
The hypothetical market value of the Property as of the date of the appraisal (June 1, 2020) assumes completion
of the Public Improvements.
The hypothetical market value of the Property, excluding the To Be Developed Parcels (Chapter 1B), as of the date
of the appraisal (June 1, 2020) assumes completion of the Public Improvements.
Exposure Time and Marketing Time

Based on our review of national investor surveys, discussions with market participants and information gathered
during the sales verification process, a reasonable exposure time for the subject property at the value concluded
within this report would have been approximately six (6) months. This assumes an active and professional
marketing plan would have been employed by the current owner. We believe, based on the assumptions employed
in our analysis, as well as our selection of investment parameters for the subject, that our value conclusion
represents a price achievable within nine (9) months.
A-453
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY ASSUMPTIONS AND LIMITING CONDITIONS
Assumptions and Limiting Conditions

"Report" means the appraisal or consulting report and conclusions stated therein, to which these Assumptions and Limiting
Conditions are annexed.
"Property" means the subject of the Report.
"Cushman & Wakefield" means Cushman & Wakefield, Inc. or its subsidiary that issued the Report.
"Appraiser(s)" means the employee(s) of Cushman & Wakefield who prepared and signed the Report.
The Report has been made subject to the following assumptions and limiting conditions:
 No opinion is intended to be expressed and no responsibility is assumed for the legal description or for any matters that are
legal in nature or require legal expertise or specialized knowledge beyond that of a real estate appraiser. Title to the Property
is assumed to be good and marketable and the Property is assumed to be free and clear of all liens unless otherwise stated.
No survey of the Property was undertaken.
 The information contained in the Report or upon which the Report is based has been gathered from sources the Appraiser
assumes to be reliable and accurate. The owner of the Property may have provided some of such information. Neither the
Appraiser nor Cushman & Wakefield shall be responsible for the accuracy or completeness of such information, including
the correctness of estimates, opinions, dimensions, sketches, exhibits and factual matters. Any authorized user of the
Report is obligated to bring to the attention of Cushman & Wakefield any inaccuracies or errors that it believes are contained
in the Report.
 The opinions are only as of the date stated in the Report. Changes since that date in external and market factors or in the
Property itself can significantly affect the conclusions in the Report.
 The Report is to be used in whole and not in part. No part of the Report shall be used in conjunction with any other analyses.
Publication of the Report or any portion thereof without the prior written consent of Cushman & Wakefield is prohibited.
Reference to the Appraisal Institute or to the MAI designation is prohibited. Except as may be otherwise stated in the letter
of engagement, the Report may not be used by any person(s) other than the party(ies) to whom it is addressed or for
purposes other than that for which it was prepared. No part of the Report shall be conveyed to the public through advertising,
or used in any sales, promotion, offering or SEC material without Cushman & Wakefield's prior written consent. Any
authorized user(s) of this Report who provides a copy to, or permits reliance thereon by, any person or entity not authorized
by Cushman & Wakefield in writing to use or rely thereon, hereby agrees to indemnify and hold Cushman & Wakefield, its
affiliates and their respective shareholders, directors, officers and employees, harmless from and against all damages,
expenses, claims and costs, including attorneys' fees, incurred in investigating and defending any claim arising from or in
any way connected to the use of, or reliance upon, the Report by any such unauthorized person(s) or entity(ies).
 Except as may be otherwise stated in the letter of engagement, the Appraiser shall not be required to give testimony in any
court or administrative proceeding relating to the Property or the Appraisal.
 The Report assumes (a) responsible ownership and competent management of the Property; (b) there are no hidden or
unapparent conditions of the Property, subsoil or structures that render the Property more or less valuable (no responsibility
is assumed for such conditions or for arranging for engineering studies that may be required to discover them); (c) full
compliance with all applicable federal, state and local zoning and environmental regulations and laws, unless
noncompliance is stated, defined and considered in the Report; and (d) all required licenses, certificates of occupancy and
other governmental consents have been or can be obtained and renewed for any use on which the value opinion contained
in the Report is based.
 The physical condition of the improvements considered by the Report is based on visual inspection by the Appraiser or
other person identified in the Report. Cushman & Wakefield assumes no responsibility for the soundness of structural
components or for the condition of mechanical equipment, plumbing or electrical components.
 The forecasted potential gross income referred to in the Report may be based on lease summaries provided by the owner
or third parties. The Report assumes no responsibility for the authenticity or completeness of lease information provided by
others. Cushman & Wakefield recommends that legal advice be obtained regarding the interpretation of lease provisions
and the contractual rights of parties.
A-454
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY ASSUMPTIONS AND LIMITING CONDITIONS
 The forecasts of income and expenses are not predictions of the future. Rather, they are the Appraiser's best opinions of
current market thinking on future income and expenses. The Appraiser and Cushman & Wakefield make no warranty or
representation that these forecasts will materialize. The real estate market is constantly fluctuating and changing. It is not
the Appraiser's task to predict or in any way warrant the conditions of a future real estate market; the Appraiser can only
reflect what the investment community, as of the date of the Report, envisages for the future in terms of rental rates,
expenses, and supply and demand.
 Unless otherwise stated in the Report, the existence of potentially hazardous or toxic materials that may have been used
in the construction or maintenance of the improvements or may be located at or about the Property was not considered in
arriving at the opinion of value. These materials (such as formaldehyde foam insulation, asbestos insulation and other
potentially hazardous materials) may adversely affect the value of the Property. The Appraisers are not qualified to detect
such substances. Cushman & Wakefield recommends that an environmental expert be employed to determine the impact
of these matters on the opinion of value.
 Unless otherwise stated in the Report, compliance with the requirements of the Americans with Disabilities Act of 1990
(ADA) has not been considered in arriving at the opinion of value. Failure to comply with the requirements of the ADA may
adversely affect the value of the Property. Cushman & Wakefield recommends that an expert in this field be employed to
determine the compliance of the Property with the requirements of the ADA and the impact of these matters on the opinion
of value.
 If the Report is submitted to a lender or investor with the prior approval of Cushman & Wakefield, such party should consider
this Report as only one factor, together with its independent investment considerations and underwriting criteria, in its overall
investment decision. Such lender or investor is specifically cautioned to understand all Extraordinary Assumptions and
Hypothetical Conditions and the Assumptions and Limiting Conditions incorporated in this Report.
 In the event of a claim against Cushman & Wakefield or its affiliates or their respective officers or employees or the
Appraisers in connection with or in any way relating to this Report or this engagement, the maximum damages recoverable
shall be the amount of the monies actually collected by Cushman & Wakefield or its affiliates for this Report and under no
circumstances shall any claim for consequential damages be made.
 If the Report is referred to or included in any offering material or prospectus, the Report shall be deemed referred to or
included for informational purposes only and Cushman & Wakefield, its employees and the Appraiser have no liability to
such recipients. Cushman & Wakefield disclaims any and all liability to any party other than the party that retained Cushman
& Wakefield to prepare the Report.
 Unless otherwise noted, we were not given a soil report to review. However, we assume that the soil’s load-bearing capacity
is sufficient to support existing and/or proposed structure(s). We did not observe any evidence to the contrary during our
physical inspection of the property. Drainage appears to be adequate.
 Unless otherwise noted, we were not given a title report to review. We do not know of any easements, encroachments, or
restrictions that would adversely affect the site’s use. However, we recommend a title search to determine whether any
adverse conditions exist.
 Unless otherwise noted, we were not given a wetlands survey to review. If subsequent engineering data reveal the presence
of regulated wetlands, it could materially affect property value. We recommend a wetlands survey by a professional engineer
with expertise in this field.
 Unless otherwise noted, we observed no evidence of toxic or hazardous substances during our inspection of the site.
However, we are not trained to perform technical environmental inspections and recommend the hiring of a professional
engineer with expertise in this field.
 Unless otherwise noted, we did not inspect the roof nor did we make a detailed inspection of the mechanical systems. The
appraisers are not qualified to render an opinion regarding the adequacy or condition of these components. The client is
urged to retain an expert in this field if detailed information is needed.
 By use of this Report each party that uses this Report agrees to be bound by all of the Assumptions and Limiting Conditions,
Hypothetical Conditions and Extraordinary Assumptions stated herein.
A-455
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY CERTIFICATION
Certification
I certify that, to the best of our knowledge and belief:
 The statements of fact contained in this report are true and correct.
 The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and
are our personal, impartial, and unbiased professional analyses, opinions, and conclusions.
 I have no present or prospective interest in the property that is the subject of this report, and no personal interest with
respect to the parties involved.
 I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.
 My engagement in this assignment was not contingent upon developing or reporting predetermined results.
 My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined
value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated
result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.
 The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with
the requirements of the Code of Professional Ethics & Standards of Professional Practice of the Appraisal Institute, which
include the Uniform Standards of Professional Appraisal Practice.
 The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized
representatives.
 David J. Masters, MAI, FRICS did make a personal inspection of the property that is the subject of this report.
 David J. Masters, MAI, FRICS has provided prior services within the three-year period immediately preceding acceptance
of this assignment, which included a previous appraisal, but has provided no other services as an appraiser or in any other
capacity.
 No one provided significant real property appraisal assistance to the persons signing this report.
 As of the date of this report, David J. Masters, MAI, FRICS has completed the continuing education program for Designated
Members of the Appraisal Institute.
This letter is invalid as an opinion of value if detached from the report, which contains the text, exhibits, and
Addenda.
Respectfully submitted,
David J. Masters, MAI, FRICS

Executive Director, Valuation & Advisory
MD Certified General Appraiser
License No. 1512
(410) 752-4285 Office Direct
A-456
PORT COVINGTON SPECIAL TAXING DISTRICT- PRIVATE PROPERTY ADDENDA CONTENTS
Addenda Contents
Addendum A: Glossary of Terms & Definitions
Addendum B: Engagement Letter
Addendum C: Last Recorded Deed
Addendum D: Comparable Land Sale Data Sheets- Apartment Land
Addendum E: Comparable Land Sale Data Sheets- Office Land
Addendum F: Land Sales Data Sheets- Retail Land
Addendum G: Land Sales Data Sheets- Hotel Land
Addendum H: Comparable Improved Sale Data Sheets- Apartments
Addendum I: Comparable Improved Sale Data Sheets- Office Buildings
Addendum J: Comparable Apartment Rentals
Addendum K: Comparable Improved Data Sheets- Garages
Addendum L: Cushman & Wakefield Research Report- Short-Term Rentals
Addendum M: Cushman & Wakefield Research Report- Opportunity Zones
Addendum N: Qualifications of the Appraiser
A-457
Addendum A:
Glossary of Terms & Definitions
The following definitions of pertinent terms are taken from The Dictionary of Real Estate Appraisal, Sixth Edition (2015), published by the Appraisal Institute, Chicago,
IL, as well as other sources.
As Is Market Value
The estimate of the market value of real property in its current physical condition, use, and zoning as of the appraisal date. (Proposed Interagency Appraisal and
Evaluation Guidelines, OCC-4810-33-P 20%)
Cash Equivalency
An analytical process in which the sale price of a transaction with nonmarket financing or financing with unusual conditions or incentives is converted into a price
expressed in terms of cash.
Depreciation
1. In appraising, a loss in property value from any cause; the difference between the cost of an improvement on the effective date of the appraisal and the market
value of the improvement on the same date. 2. In accounting, an allowance made against the loss in value of an asset for a defined purpose and computed using a
specified method.
Exposure Time
1. The time a property remains on the market. 2. The estimated length of time the property interest being appraised would have been offered on the market prior to
the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming
a competitive and open market. See also marketing time.
Extraordinary Assumption
An assignment-specific assumption, as of the effective date regarding uncertain information used in an analysis, which, if found to be false, could alter the appraiser’s
opinions or conclusions.
Comment: Uncertain information might include physical, legal, or economic characteristics of the subject property; or conditions external to the property, such as
market conditions or trends; or the integrity of data used in an analysis.
Fee Simple Estate

Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain,
police power, and escheat.
Highest and Best Use

The reasonably probable use of property that results in the highest value. The four criteria that the highest and best use must meet are legal permissibility, physical
possibility, financial feasibility, and maximum productivity.
Highest and Best Use of Property as Improved

The use that should be made of a property as it exists. An existing improvement should be renovated or retained as is so long as it continues to contribute to the
total market value of the property, or until the return from a new improvement would more than offset the cost of demolishing the existing building and constructing
a new one.
A condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but
is used for the purpose of analysis.
Comment: Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property; or about conditions external
to the property, such as market conditions or trends; or about the integrity of data used in an analysis.
Intended Use
The use or uses of an appraiser’s reported appraisal, appraisal review, or appraisal consulting assignment opinions and conclusions, as identified by the appraiser
based on communication with the client at the time of the assignment.
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Intended User
The client and any other party as identified, by name or type, as users of the appraisal, appraisal review, or appraisal consulting report by the appraiser on the basis
of communication with the client at the time of the assignment.
Leased Fee Interest

A freehold (ownership interest) where the possessory interest has been granted to another party by creation of a contractual landlord-tenant relationship (i.e., a
lease).
Leasehold Interest
The tenant’s possessory interest created by a lease. See also negative leasehold; positive leasehold.
Market Rent
The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, including
permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements (TIs).
Market Value
As defined in the Agencies’ appraisal regulations, the most probable price which a property should bring in a competitive and open market under all conditions
requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:
 Buyer and seller are typically motivated;

 Both parties are well informed or well advised, and acting in what they consider their own best interests;
 A reasonable time is allowed for exposure in the open market;
 Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and
 The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone
associated with the sale.1
Marketing Time
An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the
effective date of an appraisal. Marketing time differs from exposure time, which is always presumed to precede the effective date of an appraisal. (Advisory Opinion
7 of the Appraisal Standards Board of The Appraisal Foundation and Statement on Appraisal Standards No. 6, “Reasonable Exposure Time in Real Property and
Personal Property Market Value Opinions” address the determination of reasonable exposure and marketing time.) See also exposure time.
Mortgage-Equity Analysis
Capitalization and investment analysis procedures that recognize how mortgage terms and equity requirements affect the value of income-producing property.
Prospective Opinion of Value

A value opinion effective as of a specified future date. The term does not define a type of value. Instead, it identifies a value opinion as being effective at some
specific future date. An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed, under construction, or under
conversion to a new use, or those that have not yet achieved sellout or a stabilized level of long-term occupancy.
Prospective Value upon Reaching Stabilized Occupancy

The value of a property as of a point in time when all improvements have been physically constructed and the property has been leased to its optimum level of long-
term occupancy. At such point, all capital outlays for tenant improvements, leasing commissions, marketing costs and other carrying charges are assumed to have
been incurred.
Special, Unusual, or Extraordinary Assumptions

Before completing the acquisition of a property, a prudent purchaser in the market typically exercises due diligence by making customary enquiries about the
property. It is normal for a Valuer to make assumptions as to the most likely outcome of this due diligence process and to rely on actual information regarding such
matters as provided by the client. Special, unusual, or extraordinary assumptions may be any additional assumptions relating to matters covered in the due diligence
process, or may relate to other issues, such as the identity of the purchaser, the physical state of the property, the presence of environmental pollutants (e.g., ground
water contamination), or the ability to redevelop the property.
1
“Interagency Appraisal and Evaluation Guidelines.” Federal Register 75:237 (December 10, 2010) p. 77472.
CUSHMAN & WAKEFIELD
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Addendum B:
Engagement Letter
CUSHMAN & WAKEFIELD
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A-468
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Addendum C:
Last Recorded Deed
CUSHMAN & WAKEFIELD
A-481
BALTIMORE CITY CIRCUIT COURT (Land Records) FMC 16793, p. 0406, MSA_CE164_25948. Date available 12/30/2014. Printed 09/04/2019.
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Addendum D:
Comparable Land Sale Data Sheets- Apartment Land
CUSHMAN & WAKEFIELD
A-489
LAND SALE COMPARABLE 1
Property Name: The Caroline Apartment Site
Address: 520 South Caroline Street
City,State,Zip: Baltimore MD 21231
Jurisdiction: Baltimore City
MSA: Baltimore
Submarket: Baltimore-Central Baltimore City MF
Property Type: Land
Property Subtype: Residential (Multi-Family) For Rent
Classification: N/A
ID: 530108
Tax Number(s): 03-070-1443-030
Site Area (Acres): 0.1776 Public Utilities: All Available
Site Area (Sq.Ft.): 7,736 Electricity: Yes
Zoning: I-MU Water: Yes
Utility: Good Sewer: Yes
Access: Good Gas: Yes
Frontage: Good Proposed Use: Residential-Multi-Family
Visibility: Good Maximum FAR: 3.88
Shape: Rectangular Potential Building Area: 30,000
Topography: Level Potential Units: 31
Entitlements: No
SALE INFORMATION
Status: Recorded Sale OAR: N/A
Deed Reference: 21868/ 0186 NOI: N/A
Sale Date: 1/2020 Price per Sq.Ft.: $242.37
Sale Price: $1,875,000 Price per Acre: $10,557,432
Value Interest: Fee Simple Price per Potential Building Area: $62.50
Grantor: AMK Holdings and KT Homes Price per Potential Units: $60,484
Grantee: Chasen Construction and Development
Financing: N/A
Condition of Sale: Arm's Length
VERIFICATION COMMENTS
Buyer, Public Records
COMMENTS
This was the sale of the former Tutti Frutti ice cream factory located in the Fells Point neighborhood in Baltimore City. The site is located mid-block along
the west side of S Caroline Street, just north of Fleet Street and is proposed for redevelopment with a 5-story, 31-unit apartment building containing
19,330 square feet of net rentable area and a 1,850 square foot ground level retail space. There will be garage parking provided via an agreement with
the adjacent property owned the Parking Authority of Baltimore City. The buyer reported they bought everything "shovel ready" with development
approvals in-place at the time of sale. Construction was scheduled to begin in January 2020 with completion scheduled for July 2021. Upon completion,
the $7.5 million project will be known as The Caroline, with one and two-bedroom apartments and amenities including a courtyard, roof deck and bike
storage. The buyer reports the purchase price was $1.6 million, plus estimated costs to raze the existing building improvements and clear the site for the
proposed development will total $275,000. The total land costs, inclusive of demolition costs, equates to $1,875,000, or $60,484 per unit.
VALUATION & ADVISORY

A-490
Property Name: The Collective at Canton Site
Address: 1200 South Haven Street
MSA: Baltimore
Submarket: Baltimore-Southeast
Property Type: Land
Classification: N/A
ID: 481815
Tax Number(s): 26-02-6498A-001
Zoning: C-2 Water: Yes
Shape: Irregular Potential Building Area: 400,000
Entitlements: No
SALE INFORMATION
Status: In-Contract OAR: N/A
Sale Listing Date: 8/2019 NOI: N/A
Sale Price: $20,000,000 Price per Sq.Ft.: $118.33
Value Interest: Fee Simple Price per Acre: $5,154,639
Grantor: Refinery Canton, LLC c/o 28 Walker Development Price per Potential Building Area: $50.00
Grantee: Confidential Price per Potential Units: $40,000
Financing: All-Cash
Condition of Sale: N/A
Seller
COMMENTS
This is the pending sale of apartment land within a planned mixed-use development to be known as The Collective in Canton, located in the historic
community of Canton in the eastern section of Baltimore City. The owner reported the site was not actively marketed for sale. The owner selected the
buyer due to certainty of the sale and quality of the development. The contract purchaser originally planned to take down the 500-unit project in phases,
but subsequently decided to acquire the entire site in bulk. The sale is expected to close upon project approval and completion of site improvements
estimated by the third week of August, 2020. The site is part of an 11.8 acre project, which is proposed to be subdivided into five parcels and improved
with a 500-unit apartment complex with first floor parking and roof-top amenities; a 5-story apartment building with 75 co-living units and 12,000 sf of
street-level retail space; a retail parcel with a 29,896 sf grocery store, 16,000 sf of in-line retail space and a freestanding branch bank; a 145-room hotel
with a Marriott flag; and a 100,000 sf office building. The proposed project is located within a designated U.S. Opportunity Zone, and will also benefit
from various real estate tax credit programs from Baltimore City including Brownfield and Enterprise Zone Tax Credits. The site was historically used
from the 1800s to 1957 for a petroleum bulk storage tank field and petroleum storage in support of Exxon's Baltimore Main Terminal. The storage tanks
had been removed from the site and a portion of the site is undergoing environmental remediation.

A-491
Property Name: Della Notte Site
Address: 801 Eastern Avenue
502 Albemarle Street
MSA: Baltimore
Property Type: Land
Classification: N/A
ID: 387405
Tax Number(s): 03-06-1439-001,03-06-1439-003
Zoning: C-5-DC Water: Yes
Entitlements: No
SALE INFORMATION
Deed Reference: 19631-0199 NOI: N/A
Grantor: WorkShop Development Price per Potential Units: $32,895
Grantee: AvalonBay Communities, Inc.
Financing: N/A
Public Records, Reliable Third Party
COMMENTS
This was the sale of the former Della Notte site in the Little Italy neighborhood in downtown Baltimore City. The site is proposed for development of a 23-
story, 380 unit apartment building with 8,000 square feet of street-level retail space. The site is bounded by Eastern Avenue and President and Fleet
Streets, and is adjacent to the planned Harbor East development. The seller had been the sole developer of the proposed project, but it brought in
AvalonBay as a partner in the planned $130 million development. The developer sold the land, but retained a development management agreement
interest in the project.

A-492
Property Name: Federal Hill Apts Site
Address: 1100 Key Highway
City,State,Zip: Baltimore MD
MSA: Baltimore
Property Type: Land
Classification: N/A
ID: 468947
Tax Number(s): 24-13-1920-003, 24-13-1920-029,
24-13-1920-053, 24-13-1920-054,
24-13-1920-055, 24..
Zoning: OR-2 Water: Yes
Utility: Average Sewer: Yes
Topography: Gently Sloping Potential Units: 224
Entitlements: No
SALE INFORMATION
Grantor: Harborview Limited Partnership Price per Potential Units: $46,317
Grantee: The Bainbridge Companies
Financing: Webster Bank- $39.9 million acquisition-
COMMENTS
This was the sale of a narrow parcel of land located along the west side of Key Highway within the community of Federal Hill, which was acquired for
apartment development. This was an off-market transaction, a direct deal between the buyer and seller. The contract period was under a year. The
property was zoned for the project and the buyer had obtained development approvals prior to the sale. The buyer began site work for the proposed 224
unit apartment building within a month of closing.

A-493
Property Name: Wheelhouse Site
Address: 1100 South Charles Street
MSA: Baltimore
Property Type: Land
Classification: N/A
ID: 552734
Tax Number(s): 23-04-0949-017
Zoning: C-1 Water: Yes
Visibility: Good Maximum FAR: N/A
Shape: Rectangular Potential Building Area: N/A
Entitlements: Yes
SALE INFORMATION
Value Interest: Fee Simple Price per Potential Building Area: N/A
Grantor: The Berg Corporation Price per Potential Units: $62,500
Grantee: 28 Walker Development
Financing: Conventional- $1.8 million
Public Records, Buyer
COMMENTS
This was the sale of a parcel of land located at the southwest corner of S. Charles Street and Cross Street, directly across from the Cross Street Market,
within the historic neighborhood of Federal Hill in southern Baltimore. The site was acquired for development of a mixed-use project known as the
Wheelhouse, which includes a co-living building with 32 apartment units (90 beds) and about 5,500 square feet of ground floor retail space. The property
was improved with a 4,000 square foot retail building that was razed after the sale. The property was acquired with entitlements approved for the
proposed development.

A-494
Property Name: Hanover Cross Street Apts Site
Address: 101 West Cross Street
1112 Race Street
City,State,Zip: Baltimore MD 21230-3605
MSA: Baltimore
Property Type: Land
Classification: N/A
ID: 322908
Tax Number(s): 23-07-0947-001, 003, 012, 013, 014, 015, 016
, 030, 039, 043
Zoning: M-2-2 Water: Yes
Entitlements: No
SALE INFORMATION
Grantor: Caves Valley Partners Price per Potential Units: $55,000
Grantee: The Hanover Company
Financing: N/A
Condition of Sale: None
COMMENTS
This was the purchase of two parcels of land located at the southwest quadrant of W. Cross Street and Race Street within the South Baltimore
neighborhood of Sharp-Leadenhall. The site is located just east of the Interstate 395 overpass and M&T Bank Ravens Stadium. The assembled parcels
were partially improved with industrial buildings at time of sale, which were razed for development of a 6-story, 299-unit mid-rise apartment building with
street level retail space and a structured parking garage. The purchase agreement was signed in December 2014, which was contingent on the buyer
receiving entitlement approval from Baltimore City to develop the proposed project. Pricing was based on $55,000 per apartment unit. The retail space is
forecast to generate about 10 percent of the net operating income upon stabilization. The project broke ground during the 2Q-2016 and was completed in
September 2017.

A-495
Addendum E:
Comparable Land Sale Data Sheets- Office Land
CUSHMAN & WAKEFIELD
A-496
Property Name: Kaiser Timonium Site
Address: 2323 Greenspring Drive
City,State,Zip: Lutherville Timonium MD 21093
Jurisdiction: Baltimore
MSA: Baltimore
Submarket: Baltimore-Route 83 South
Property Type: Land
Property Subtype: Office
Classification: N/A
ID: 434365
Tax Number(s): 08-2500015260
Zoning: ML-IM Water: Yes
Frontage: Good Proposed Use: Office
Topography: Level Potential Units: N/A
Entitlements: No
SALE INFORMATION
Status: In-Contract OAR: N/A
Sale Date: 8/2018 NOI: N/A
Sale Price: $7,350,000 Price per Sq.Ft.: $33.22
Value Interest: Fee Simple Price per Acre: $1,447,135
Grantor: Baltimore County, Maryland Government Price per Potential Building Area: $42.00
Grantee: Kaiser Permanente Price per Potential Units: N/A
Financing: N/A
Buyer
COMMENTS
This is the contract sale of the northern portion of the surface parking lot located adjacent to the Timonium Light Rail station. The site is located along the
east side of Greenspring Drive, just north of an interchange with Interstate 83 and W. Timonium Road, in the north-central section of Baltimore County.
Approximately 5.000 acres of the 9.6175-acre parcel are planned to be subdivided to allow for development of a medical office facility containing a
minimum of 175,000 square feet of gross building area. The remaining land area will be retained by Baltimore County and support a relocated bus loop/
drop-off and 400 parking spaces supporting the adjacent Metropolitan Transit Administration (MTA) Light-Rail stop. Kaiser sub-ground leased the site for
a 99-year term from a land developer (TLR), which was approved by the Baltimore County Council on April 16, 2018. The Baltimore County Board of
Public Works approved the Consent Agreement to transfer the property to surplus land in June 2018, which will allow the local jurisdiction to sell the land.
The parcel will go through an estimated 2-year process to be declared surplus land by Baltimore County (estimated by May 2020), at which point the
ground lessor will have the option to purchase the parcel based on a fair market price determined by an appraisal, which was priced at $7,350,000 as of
August 2018. Kaiser Permanente will have the option to have the ground lease assigned to them after 13 months. If the site is declared surplus land by
Baltimore County, Kaiser Permanente would then either purchase the land (fee simple), or remain on the ground lease. The ground lease terms
reportedly include an annual ground lease rate of $2.42 per square foot of gross building area (minimum 175,000 square feet), which equates to
$423,500. Upon Surplus Designation by Baltimore County, Kaiser Permanente would pay the Ground Lessor $7,350,000 for the subject property in fee
simple.

A-497
Property Name: Columbia Gateway- Parcel T-8
Address: 8201 John McAdam
City,State,Zip: Columbia MD 21046
Jurisdiction: Howard
MSA: Baltimore
Submarket: Baltimore-Columbia South
Property Type: Land
Classification: N/A
ID: 387403
Tax Number(s): 06-563104
Zoning: TOD Water: Yes
Access: Good Gas: N/A
Entitlements: No
SALE INFORMATION
Grantor: The Howard Research and Development Corp. Price per Potential Units: N/A
Grantee: Kaiser Foundation
Financing: All-Cash Transaction
Seller, Buyer, Broker, Public Records
COMMENTS
This was the sale of a vacant parcel of land located within Columbia Gateway, a 630-acre corporate business park located at the southwest quadrant of
MD Route 175 and Interstate 95 in eastern Howard County, Maryland. The site is centrally located within the Baltimore-Washington Corridor. The
property consists of a 10.287 acre +/- parcel of finished vacant land approved for commercial development with an allowable building potential of up to
157,000 square feet +/-. The subject site had been cleared, graded and filled and had direct roadway access from John McAdam Drive at the time of
sale. John McAdam is a secondary roadway within the Columbia Gateway development, which ends at a cul-de-sac fronting the parcel. The site also
benefits from direct frontage and visibility, but no access from MD Route 175, which is a heavily traveled commuter roadway that has an interchange with
Interstate 95 directly east of the site. The buyer was an owner-user which intends to development the site with a medical office and healthcare-services
facility. According to the seller and buyer broker, the sales price was based on a unit price of $1 million per acre.

A-498
Property Name: Junction Crossing
Address: 10170 Junction Drive
City,State,Zip: Annapolis Junction MD 20701
MSA: Baltimore
Submarket: Baltimore-Rt 1/BWI Howard
Property Type: Land
Classification: N/A
ID: 180950
Zoning: TOD Water: Yes
Entitlements: No
SALE INFORMATION
Grantor: Somerset Construction Company Price per Potential Units: N/A
Grantee: St. John Properties
Financing: N/A
Public Records, Buyer
COMMENTS
This was the sale of a vacant parcel located within the planned Annapolis Junction Town Center project, which is a mixed-use, transit oriented
development located adjacent to the Savage MARC rail station in Annapolis Junction, Maryland. The property is centrally located within the Baltimore-
Washington Corridor proximate to an interchange of MD Route 32. The property was acquired for development of a speculative 4-story, Class A office
building containing +/- 101,200 square feet. The site was considered finished and all entitlements were approved at the time of sale. The recorded
purchase price of $13,791,334 was for acquisition of a speculative office building in shell condition (no tenant improvement allowance), or about $136 per
square foot of building area. The indicated allocated land value was $4,000,000, or $39.53 per square foot of building area.

A-499
Property Name: Columbia Gateway Office Site
Address: 7005 Columbia Gateway Drive
City,State,Zip: Columbia MD 21046-2289
MSA: Baltimore
Submarket: Baltimore-Columbia South
Property Type: Land
Classification: N/A
ID: 48731
Tax Number(s): 06-583989,Tax ID: 06-583989; Tax Map: 43,Gri
d: 1,Parcel: 671,Gateway Lot: T-24
Zoning: M-1 Water: Yes
Entitlements: No
SALE INFORMATION
Sale Price: $3,000,000 Price per Acre: $666,667
Grantor: Merkle, Inc. Price per Potential Units: N/A
Grantee: Corporate Office Properties Trust
Financing: N/A
COMMENTS
This was the sale of a finished parcel of land located within the Columbia Gateway business park, centrally located within the Baltimore-Washington
Corridor. The site was excess land that the seller had previously acquired as part of their build-to-suit office/data center located adjacent to the property.
The seller had approvals to expand their facility on this site with up to 70,000 square feet. The buyer, COPT, owns adjacent office properties within
Columbia Gateway including low-rise and mid-rise office buildings.

A-500
Property Name: Annapolis Junction Business Park
Address: 8201 Dorsey Run Road
City,State,Zip: Annapolis Junction MD 20701-1219
Jurisdiction: Anne Arundel
MSA: Baltimore
Submarket: Baltimore-BWI/Anne Arundel
Property Type: Land
Classification: N/A
ID: 310931
Tax Number(s): 04-000-90221373
Zoning: W2 Water: Yes
Entitlements: No
SALE INFORMATION
Grantor: Konterra Limited Partnership Price per Potential Units: N/A
Grantee: Boston Properties/ Konterra Realty JV
Financing: N/A
Public Records, Seller
COMMENTS
This was the sale of a finished parcel of land located within the Annapolis Junction Business Park, which is centrally located within the Baltimore-
Washington Corridor. The business park is located at the southwest quadrant of MD Routes 32 and 295 and is within three miles of Fort Meade and NSA.
The buyer, a joint venture of Boston Properties and Konterra Realty, acquired the finished site for development of a +/-129,000 square foot, four-story
office building. The site is located proximate to the Savage MARC Train Station.

A-501
Property Name: Harbor Point Parcel
Address: 1000 Wills Street
Land Unit 2 at Harbor Point
City,State,Zip: Baltimore MD 21231-2808
MSA: Baltimore
Property Type: Land
Classification: N/A
ID: 48226
Tax Number(s): Harbor Point PUD- Land Unit 2 (Ward: 3, Sect
ion: 07, Block: 1815, Lot: 002)
Zoning: PUD Water: Yes
Utility: Excellent Sewer: Yes
Frontage: Good Proposed Use: Mixed Use
Entitlements: No
SALE INFORMATION
Grantor: Honeywell International, Inc. Price per Potential Units: N/A
Grantee: Beatty Development Group, LLC
Financing: N/A
Public Records, Confidential
COMMENTS
This is the land acquisition costs associated with development of a mixed-use development within the Harbor Point planned unit development located
along the Inner Harbor in downtown Baltimore City. The site was approved at the time of sale for development of a mixed-use 21-story tower, which will
include 477,182 square feet of office space, 38,497 square feet of retail space, 103 apartment units (120,442 square feet) and a 750 space parking
garage.

A-502
Addendum F:
Land Sales Data Sheets- Retail Land
CUSHMAN & WAKEFIELD
A-503
Property Name: Lidl Grocery Store Site
Address: 7500 Mission Drive
City,State,Zip: Glenn Dale MD 20769
Jurisdiction: Prince Georges
MSA: Washington
Submarket: Suburban Maryland-Greenbelt
Property Type: Land
Property Subtype: Retail
Classification: N/A
ID: 390933
Zoning: MXT Water: Yes
Frontage: Good Proposed Use: Retail-Commercial
Topography: Level Potential Units:: N/A
Entitlements: No
SALE INFORMATION
Grantor: Douglas Development Corporation Price per Potential Units: N/A
Grantee: Lidl US LLC
Financing: All Cash
Public Records, Third Party
COMMENTS
This was the sale of a vacant parcel of land located at the northwest quadrant of Greenbelt Road (MD Route 193) and Mission Drive, within the
community of Glenn Dale in northeast Prince George's County, Maryland. The site is located along a heavily-traveled major thoroughfare, which provides
linkage to Capital Beltway (I-495) approximately two miles west of the site. The site was cleared, graded and filled at the time of sale. The site was
acquired by Lidl, a German discount grocery chain for development of a freestanding grocery store. Though the acreage is a bit large for a Lidl store, the
site has some unusual features including a narrow width along the north side of the site, which limited the full utility of the site for alternative use other
than supporting parking. The seller, Doug Jemal, has revamped the former adjacent Greentec office park, razing some buildings and spurring new
residential development in a project known as Glenn Dale Commons, which attracted Lidl to the site.

A-504
Address: 623 S. Philadelphia Boulevard
City,State,Zip: Aberdeen MD 21001
Jurisdiction: Harford
MSA: Baltimore
Submarket: Baltimore-Harford County
Property Type: Land
Classification: N/A
ID: 394096
Zoning: B3/M3 Water: Yes
Frontage: N/A Proposed Use: Retail-Commercial
Entitlements: No
SALE INFORMATION
Deed Reference: Confirmed NOI: N/A
Grantor: Catoctin Ventures, Inc. Price per Potential Units: N/A
Grantee: Lidl US Operations, LLC
Financing: All cash to seller
Confirmed, Public Records, Costar and Reis
COMMENTS
Lidl acquired the property to redevelop with one of their grocery stores. The structure on the parcel was demolished following this transaction and the new
Lidl store was anticipated to open in 2018. As of July 2019, construction had not yet begun. The store is now scheduled to open in 2020. Lidl, a
German-based grocery chain, is planning to open a store at the site of the former Short Stop Beverage Barn. They have proposed a 36,000 square foot
store on the parcel. The proposed development was approved prior to the sale in 2016. The planned store will be oriented perpendicular to South
Philadelphia Boulevard, which was largely driven by stormwater management accommodations. The 2018 traffic count was 29,200 VPD.

A-505
Property Name: Olney Center Parcel
Address: 3410 Olney-Laytonsville Road
City,State,Zip: Olney MD 20832
Jurisdiction: Montgomery
MSA: Washington
Submarket: Suburban Maryland
Property Type: Land
Classification: N/A
ID: 405779
Tax Number(s): 08-00710300
Zoning: CRT Water: Yes
Frontage: Good Proposed Use: Shopping Center
Topography: Irregular Potential Units:: N/A
Entitlements: No
SALE INFORMATION
Grantor: Kahlil Natirboff Price per Potential Units: N/A
Grantee: Saul Centers, Inc.
Financing: All Cash
Public Records; No brokers were involved in the sale and seller was advised by law firm Linder & Associates.
COMMENTS
This was the sale of the land under an existing shopping center, which had been separately owned and ground leased to the developer of the shopping
center. The shopping center owner acquired the land in fee simple. The property is located at the southwest quadrant of Georgia Avenue and Olney-
Laytonsville Road in the community of Olney in northern Montgomery County, a Suburban Maryland bedroom community of Washington, D.C.

A-506
Address: 7200 Marlboro Pike
City,State,Zip: District Heights MD 20747
MSA: Washington
Submarket:
Property Type: Land
Classification: N/A
ID: 391045
Zoning: C-S-C Water: Yes
Frontage: Good Proposed Use: Retail-Commercial
Entitlements: No
SALE INFORMATION
Grantor: Doral Land LLC c/o Tomas Rosenthal Price per Potential Units: N/A
Grantee: Lidl U.S. Operations, LLC
Financing: All Cash
COMMENTS
This was the sale of a vacant unimproved parcel of land purchased for development of a freestanding Lidl grocery store. The site is located along the
north side of Marlboro Pike, directly across from the Penn Mar Shopping Center, which is a 180,000 square foot community center. The site was mostly
cleared and at-grade with Marlboro Pike, which is a heavily-traveled major thoroughfare.

A-507
Property Name: Woodmore Towne Centre - Retail
Address: 2700 N Campus Way
2701 N Campus Way
City,State,Zip: Glenarden MD 20706-0000
MSA: Washington
Submarket: Suburban Maryland-Landover/Lanham
Property Type: Land
Classification: N/A
ID: 247506
Tax Number(s): 13-4018289 13-4018297
Zoning: M-X-T Water: Yes
Utility: Excellent Sewer: Yes
Frontage: Good Proposed Use: Shopping Center
Entitlements: No
SALE INFORMATION
Deed Reference: NOI: N/A
Grantor: DR Horton Inc. Price per Potential Units: N/A
Grantee: Woodmore Retail, LLC
Financing: N/A
Seller, Public Record 38343/590
COMMENTS
This was the sale of two parcels in the Woodmore Towne Centre that are part of the larger, 140-acre mixed-use development. The retail component is
anchored by Wegmans, Costco, JC Penney, Best Buy and Petco, It's located at the interchange of I-495 and Landover Road (Rte. 202). The sites were
sold off for retail use and will be utilized as a 30,000 square foot Nordstrom Rack store, development of which is underway. The sites are graded and
have infrastructure (utilities, paved streets) from the surrounding subdivision.

A-508
Addendum G: Land Sales Data Sheets- Hotel Land
CUSHMAN & WAKEFIELD
A-509
Hotel Site
6321 Golden Triangle Drive
Greenbelt MD 20770
MSA: Washington
Prince Georges County
Submarket: -Suburban Maryland - Greenbelt
Property Type: Land
Property Subtype: Hospitality
Classification: N/A
ID: 470459
Zoning: CO Water: Yes
Frontage: Good Proposed Use: Hospitality
Shape: Irregular Potential Building Area: N/A
SALE INFORMATION
Status: Recorded Sale Price per Sq.Ft.: $15.83
Deed Reference: 41452-0214 Price per Acre: $689,406
Sale Date: 10/2018 Sale Price per Potential Building Area: N/A
Sale Price: $3,050,000 Price per Potential Units: $20,333.00
Value Interest: Fee Simple
Grantor: Cuz Real Estate Management LLC
Grantee: Kline Scott Visco Commercial
Financing: N/A
COMMENTS
This was the sale of a vacant parcel of land located within the Golden Triangle development, which is located at the interchange of three primary
highways including Interstate 495 (The Capital Beltway) and MD Routes 201 and 193 within Greenbelt, Maryland. The suburban Maryland location is
proximate to Washington, D.C. and the University of Maryland at College Park. The site is proposed for development with a 150-key hotel. The site was
unimproved, but had utilities to the property line and direct visibility and frontage along heavily-traveled Greenbelt Road.

A-510
Hotel Site
10007 Willowdale Road
Lanham MD 20706-4321
MSA: Washington
Prince Georges County
Submarket: -Suburban Maryland - Landover/Lanham
Property Type: Land
Classification: N/A
ID: 435015
Zoning: I-2 Water: Yes
Shape: L Potential Building Area: N/A
SALE INFORMATION
Grantor: Perseus Realty LLC
Grantee: InSuite Hotels
Financing: Cash
Knowledgeable Third Party, Public Records
COMMENTS
This was the sale of 3.01 acres of land along Martin Luther King Jr. Highway in Lanham, Maryland. The property was zoned I-2, Heavy Industrial, and
located within the Washington Business Park. The purchaser, InSuite Hotels, intended to develop a 128-room UpTown Suites hotel on the site after
winning approval from the District Council. The site was unimproved at the time of sale.

A-511
Hotel Site
7478 New Ridge Road
at Dorsey Road
Hanover MD 21076-3128
MSA: Baltimore
Anne Arundel County
Submarket: -Baltimore - BWI/Anne Arundel
Property Type: Land
Classification: N/A
ID: 470450
Tax Number(s): 5-000-15535800; Tax Map: 8, Grid: 15, Parcel: 118
Zoning: W-1, C-3 Water: Yes
Frontage: N/A Proposed Use: Hospitality
SALE INFORMATION
Sale Date: 5/2017 Sale Price per Potential Building Area: $19.98
Grantor: JPB Real Estate Services, LLC
Grantee: Tharaldson Hospitality Management
Financing: N/A
Public Records, Seller and Buyer contacts
COMMENTS
This was the sale of an unimproved parcel of land located at the northeast quadrant of New Ridge Road and Dorsey Road (MD Route 713), just north of
an interchange with MD Route 100 within Hanover. The site is centrally located within the Baltimore-Washington Corridor and about two miles southwest
of the BWIP Airport. The site was acquired for development of two four-story hotels including a Homewood Suites with 102 rooms and 85,250 square
feet of building area, and a Hilton Garden with 100 rooms and 67,930 square feet of building area. The buyer advised the parcel was raw at the time of
sale, with utilities to the property line. An undisclosed percentage of the parcel is wetlands due to a small stream running through the property. The
buyer estimated the site contains about 7.0 acres of usable land area, which was adequate to support the proposed development.

A-512
Hotel Site
6110 Greenleigh Avenue
Middle River MD 21220
MSA: Baltimore
Baltimore County
Submarket: -Baltimore - Baltimore County East
Property Type: Land
Classification: N/A
ID: 470476
Tax Number(s): 15-2500013976
Zoning: N/A Water: Yes
Shape: Irregular Potential Building Area: N/A
SALE INFORMATION
Grantor: BC Area 2 Lot 1, LLC c/o St. John Properties
Grantee: Middle River Hotel Partners, LP
Financing: N/A
Public Records, Seller
COMMENTS
This was the sale of a finished parcel of land located within the Greenleigh @ Crossroads planned development along MD Route 43 in Middle River.
The large mixed-use project is located proximate to an interchange with Interstate 95. The site was acquired for development of a 128 room SpringHill
Suites hotel.

A-513
Hotel Site
6571 Eastern Avenue
Baltimore MD 21224
MSA: Baltimore
Baltimore City County
Submarket:
Property Type: Land
Classification: N/A
ID: 470470
Tax Number(s): 26-01-6703-005A, 26-01-6703-005C
Zoning: C Water: Yes
SALE INFORMATION
Sale Date: 1/2016 Sale Price per Potential Building Area: $22.22
Grantor: Eastside Site, LLC
Grantee: Bayview Hotel Partners, LLC
Financing: N/A
Buyer, Public Records
COMMENTS
This was the sale of a vacant parcel of land located at the southeast quadrant of Eastern Avenue and Kane Street, in the eastern section of Baltimore.
The site located is proximate to an interchange with Interstate 95 and the Johns Hopkins Bayview Campus hospital. The site was acquired for
development of a 115-room, 5-story Hampton Inn hotel. The property was under contract for a period of one year. The buyer noted there were multiple
caveats to the sale, including the City of Baltimore approving the sale and future use of the site. The buyer considers the purchase price below market
based upon the complications of the land closing and the purchase process. The site was considered unfinished at the time of sale and has public utility
access.

A-514
Addendum H:
Comparable Improved Sale Data Sheets- Apartments
CUSHMAN & WAKEFIELD
A-515
IMPROVED SALE COMPARABLE 1
Property Name: Cosmopolitan at Reston Town Center
Address: 1855 St. Francis Street
City, State, Zip: Reston VA
MSA: Washington
Jurisdiction: Fairfax
Submarket: Northern Virginia-Reston/Herndon
Property Type: Multi-Family
Property Subtype: Mid/ High-Rise
Classification: N/A
ID: 191798
Tax Number(s): 0171-16-0018B4
Site Area (Acres): 2.19 Number of Units: 288
Site Area (Sq.Ft.): 95,396 Average Unit Size: 978
Gross Bldg Area: 261,000 Number of Buildings: 1
Net Bldg Area: 282,717 Number of Stories: 21
Year Built: 2006 Class: A
Last Renovation: N/A Number of Parking Spaces: 477
Quality: Good Parking Ratio: 1.66:1,000
Condition: Good Resident Type: Market Rate
Density (Units/Acre): N/A
COMMON AMENITIES
Common Amenities: rooftop swimming pool, pet area, fitness center, business center, gym, resident lounge with kitchen and 24-hour front
desk/concierge
UNIT AMENITIES
Unit Amenities: Stainless appliance package, gas range/oven, refrigerator, garbage disposal, dishwasher, and built-in microwave. Additionally,
each unit features wood cabinets with granite/quartz countertops. Washer/dryer in each unit. Select units include a private patio
or balcony area.
SALE INFORMATION
Status: Recorded Sale OAR: 4.35%
Deed Reference: 26125-2122 Cap Rate Type: Pro Forma
Sale Date: 3/2020 NOI: $5,220,000
Sale Price: $120,000,000 NOI per Sq.Ft.: $20.00
Price per Unit: $416,667 NOI per Unit: $18,125
Value Interest: Leased Fee Occupancy: 91.70%
Grantor: Cosmopolitan Circle Associates, LLC Expense Ratio: 39.50%
Grantee: Cherner Residential-CF Cosmopolitan LLC EGIM: 14.10
Financing: N/A
Public Record, Buyer, Broker
COMMENTS
This comparable represents the sale of Cosmopolitan at Reston Town Center, a 289-unit high-rise apartment building with subterranean parking
located in Reston, Virginia. The units contain stainless steel appliances, granite counters, and custom wood cabinets. Project amenities include a
pool, clubhouse, fitness, business center, lounge, billiards, movie theater, shuttle service and 24-hr front desk/concierge. The tax assessment at time
of sale represented 71 percent of the sales price. The capitalization rate of 4.35 percent is based on pro forma income.

A-516
Property Name: The Dalton
Address: 1225 First Street
City, State, Zip: Alexandria VA 22314
MSA: Washington
Jurisdiction: Alexandria City
Submarket: Northern Virginia-Old Town
Classification: N/A
ID: 535223
Tax Number(s): 054.01-02-04,054.01-02-04
Last Renovation: N/A Number of Parking Spaces: N/A
Density (Units/Acre): 270.00
COMMON AMENITIES
Common Amenities: Swimming pool, 12th floor clubroom, sun deck, grilling, fitness center, yoga studio, and business center
UNIT AMENITIES
Unit Amenities: Hardwood flooring throughout, stainless steel appliances, and quartz countertops
SALE INFORMATION
Deed Reference: 190018022 Cap Rate Type: Trailing
Sale Date: 12/2019 NOI: $4,827,750
Grantor: Braddock Gateway LLC Expense Ratio: N/A
Grantee: EQR-Dalton LLC EGIM: N/A
Financing: N/A
Public Record, CoStar Group, Broker
COMMENTS
This comparable represents the sale of The Dalton, a 270-unit multifamily mid/high-rise property in Old Town Alexandria, VA. The property was built in
2018 and consists of brick exterior. Community amenities include a swimming pool, 12th floor clubroom, sun deck, grilling, fitness center, yoga studio,
and business center. Unit interiors include hardwood flooring throughout, stainless steel appliances, and quartz countertops. The property also
contains 1,500 square feet of retail space.. The capitalization rate of 4.1 percent is based on trailing annualized income.

A-517
Property Name: Bell at Courthouse
Address: 2200 12th Court North
City, State, Zip: Arlington VA 22201
MSA: Washington
Jurisdiction: Arlington
Submarket: Northern Virginia-Arlington Metro
Classification: N/A
ID: 528251
Tax Number(s): 18003533
Site Area (Sq.Ft.): 88,427 Average Unit Size: 1,128
COMMON AMENITIES
Common Amenities: Project amenities include an outdoor pool, fitness, business center, lounge, media room, and front desk/concierge.
UNIT AMENITIES
Unit Amenities: Fully equipped kitchens with granite countertops, washer/dryers, hardwood floors, balconies, and walk-in closets.
SALE INFORMATION
Deed Reference: 20190100023980 Cap Rate Type: Pro Forma
Sale Date: 12/2019 NOI: $4,980,000
Grantor: Equity Residential Expense Ratio: N/A
Grantee: Bell Partners, Inc. EGIM: N/A
Financing: Private Lender: $78 million, market term
COMMENTS
This was the sale of an 11-story high-rise apartment and townhouse complex. Project amenities include a pool, fitness, business center, lounge,
media room, and front desk/concierge. The project contains 17 affordable dwelling units (7%). The unit mix includes 4 studio units (627 sf average),
94 1BR/1BA units (801 sf average), 87 2BR/2BA units (1,146 sf average), 1 2BR/2.5BA unit (1,630 sf), 1 3BR/2.5BA unit (1,295 sf), 26 3BR/3.0BA
units (1,841 sf average), and 7 4BR/3.0BA units (2,714 sf average). The average rent at the time of sale was $2.66 psf per month. The OAR is based
on the pro forma NOI.

A-518
Property Name: The Thornton
Address: 1199 South Washington Street
City, State, Zip: Alexandria VA 22314
MSA: Washington
Jurisdiction: Alexandria City
Submarket: Northern Virginia-Old Town
Classification: N/A
ID: 535224
Tax Number(s): 083.01-01-11
Last Renovation: N/A Number of Parking Spaces: N/A
COMMON AMENITIES
Common Amenities: Pool, courtyard, fitness center, a game room featuring a billiards table, bicycle storage, a private, rentable entertainment kitchen
and dining room and a library lounge
UNIT AMENITIES
Unit Amenities: Fully equipped kitchens with stainless steel appliances and quartz countertops
SALE INFORMATION
Sale Date: 10/2019 NOI: $8,109,000
Grantor: Thornton Residential Holdings Title Holder, LLC Expense Ratio: N/A
Grantee: SREIT Thornton At Alexandria, LLC EGIM: N/A
Financing: N/A
Public Record, CoStar Group
COMMENTS
This comparable represents the sale of The Thornton, a 439 unit mid/high-rise multifamily property in Alexandria, Virginia. The property was built in
2018 and consists of brick exterior. Community amenities include pool, courtyard, fitness center, a game room featuring a billiards table, bicycle
storage, a private, rentable entertainment kitchen and dining room and a library lounge. Unit interiors including fully equipped kitchens with stainless
steel appliances and quartz countertops. The tax assessment at time of sale was 89 percent of the sales price. The OAR was based on pro forma
income.

A-519
Property Name: Aura Pentagon City
Address: 1221 South Eads Street
MSA: Washington
Jurisdiction: Arlington
Submarket: Northern Virginia-Crystal City/Pentagon City
Classification: N/A
ID: 465975
Tax Number(s): 35-001-376,35-001-374
COMMON AMENITIES
Common Amenities: Community amenities include a swimming pool, business center, car wash, clubhouse, fitness center, and pet play area.
UNIT AMENITIES
Unit Amenities: Unit interiors include standard appliance package as well a washer and dryer in-unit.
SALE INFORMATION
Sale Date: 5/2019 NOI: $9,348,000
Grantor: Warwick House Associates LLC Expense Ratio: N/A
Grantee: Arlington Residential (VA) LLC EGIM: N/A
Financing: Assumed outstanding debt, New Loan- MetL
CoStar Group, Broker, Public Record
COMMENTS
This comparable represents the sale of a 539-unit high-rise multifamily property located in the Pentagon City area of Arlington, Virginia. The site is
located directly across from Amazon's proposed HQ2 campus. The buyer plans to upgrade the units over time making this a value-add purchase
opportunity as Amazon is expected to generate a need for more high-end apartment units. Unit interiors include standard appliance package as well a
washer and dryer in-unit. Community amenities include a swimming pool, business center, car wash, clubhouse, fitness center, and pet play area. The
capitalization rate is based on pro forma income.

A-520
Property Name: Union Wharf Apartments
Address: 915 S Wolfe Street
City, State, Zip: Baltimore MD 21231
MSA: Baltimore
Classification: N/A
ID: 327718
Tax Number(s): 02-06-1875-002-Land Unit 2,02-06-1875-002
Condition: Excellent Resident Type: Market Rate
COMMON AMENITIES
Common Amenities: N/A
UNIT AMENITIES
Unit Amenities: N/A
SALE INFORMATION
Deed Reference: 17003-0039 Cap Rate Type: Trailing
Sale Date: 3/2015 NOI: $5,528,250
Grantor: Union Wharf Apartments LLC Expense Ratio: 27.61%
Grantee: I & G Direct Real Estate 37 LP EGIM: 13.78
Financing: N/A
Broker, Public Records
COMMENTS
This is the sale of a 5-story mid-rise waterfront apartment complex with 4,327 square feet of retail space and a 4-story structured parking garage. The
retail space is fully leased to a restaurant operator for a 10-year term at $31.00 psf. Project amenities include a heated outdoor pool, 12,000 square
foot clubhouse, fitness center, business center, media room, and billiards. The units contain high-end interior finishes (hardwood and ceramic flooring,
stainless appliances, granite counters and custom cabinets). The property is subject to a 10-year tax abatement (Brownfield Tax Credit) for completing
a voluntary clean-up program. The estimated value of the tax credits was $8.0 million. The property was nearing stabilization at the time of sale after
an 18 month lease-up period. The overall rate based on in-place net operating income at the time of sale was 4.55 percent including a $200/unit
reserve.

A-521
Addendum I:
Comparable Improved Sale Data Sheets- Office Buildings
CUSHMAN & WAKEFIELD
A-522
Property Name: Centerstone at Tysons
Address: 1550 Westbranch Drive
City, State, Zip: McLean VA 22102-3202
MSA: Washington
County: Fairfax County
Submarket:
Property Type: Office
Property Subtype: Office Building
Classification: Mid-Rise
ID: 503423
Tax Number(s): 29-4-7-1-A1
Site Area (Acres): 5.40 Number of Buildings: 1
Site Area (Sq.Ft.): 235,072 Number of Stories: 8
Gross Bldg Area: 151,949 Class: A
Net Rentable Area: 151,949 Number of Parking Spaces: 565
Year Built: 2001 Parking Ratio: 3.72:1,000
Last Renovation: 2019 Tenancy Type: Single-Tenant
Quality: Excellent
Condition: Excellent
SALE INFORMATION
Status: Closed Sale OAR: 5.25%
Sale Date: 11/2019 NOI: $4,226,250
Price per Sq.Ft. $529.78 Occupancy: 100.00%
Value Interest: Leased Fee Expense Ratio: N/A
Grantor: Rubenstein Partners, L.P. EGIM: N/A
Grantee: Northridge Capital, LLC Buying Entity: N/A
Financing: Market No. of Years Remaining on Primary Lease: 12.0
Condition of Sale: Arm's Length Investment Grade Credit: Yes
Investment Grade Credit Rating: N/A
Knowledgeable party
COMMENTS
This building is located on the western side of Westbranch Drive near Westpark Drive in the Tysons Corner submarket of Fairfax County. The building is
situated just east of the Tysons Corner Medical Center and approximately one-half mile northeast of the Tysons Galleria mall. The building was long-
term leased in early 2019 through March 2031 to Freddie Mac. The building was significantly upgraded prior to occupancy with a renovated lobby and
the addition of a tenant lounge, fitness center, and conference room. The starting rent was approximately $28.00 per square foot on a triple net basis,
which will remain flat for two years then escalate at 3.0 percent annually. The transaction resulted in a cap rate indication of 5.25 percent based on in-
place income.

A-523
Property Name: Thames Street Wharf
Address: 1300 Thames Street
City, State, Zip: Baltimore MD 21231
MSA: Baltimore
County: Baltimore City County
ID: 485555
Tax Number(s): 03-07-1825-001 03-07-1825-002
Last Renovation: N/A Tenancy Type: Multi-Tenant
Quality: Excellent
SALE INFORMATION
Deed Reference: 21236-0294 NOI: $7,561,180
Sale Date: 6/2019 NOI per Sq.Ft.: $29.01
Sale Price: $101,000,000 Occupancy: 100.00%
Price per Sq.Ft. $387.49 Expense Ratio: 41.08%
Value Interest: Leased Fee EGIM: 7.87
Grantor: KBS Realty Advisors Buying Entity: Investor
Grantee: Armada Hoffler Properties, Inc. No. of Years Remaining on Primary Lease: N/A
Financing: N/A Investment Grade Credit: N/A
Condition of Sale: Arm's Length Investment Grade Credit Rating: N/A
Listing Broker, Seller, Public Records
COMMENTS
This was the sale of an 8-story, multi-tenant office building located along the Inner Harbor waterfront in downtown Baltimore. The building was
completed in 2010 and was the first building improved within the 27-acre Harbor Point planned mixed-use project being developed by the seller, Beatty
Development Group. The masonry and glass building is LEED® Gold certified for Core and Shell. The waterfront office building known as Thames
Street Wharf is anchored by Morgan Stanley & Company, who initially leased about 134,500 square feet of the building upon completion and has since
expanded and leased 172,312 square feet at the time of sale on a triple-net basis through June 2025; however, the tenant had a termination option as
of June 30, 2020. The other anchor tenant in the building is Johns Hopkins Medicine, which leases 31,336 square feet through August 2024. The
property was 100% leased at the time of sale by 7 tenants (16 tenant spaces) with an average contract rent of about $29.00 per square on a net rental
basis. The building included one retail tenant (Rosina Gourmet) containing 1,428 square feet leased at $27.57 psf net at the time of sale. The was
limited other income from parking and other tenant services. The property benefited from Enterprise Zone Tax Credits, which expire as of June 30,
2020. The net present value of the remaining tax credits at the time of sale was about $600,000. The overall rate was based on the seller's forecast
Year One pro forma. The seller's pricing reflected a 6.50% terminal cap rate and 7.50% unleveraged IRR based on a 10-year holding period. The
investment rates were reflective of near-term lease rollover risk of its anchor tenant. The seller had previously acquired the property in April 2014 for
$89 million.

A-524
Property Name: One Liberty Center
Address: 875 N Randolph Street
MSA: Washington
County: Arlington County
Submarket: Northern VA-Ballston
ID: 494561
Tax Number(s): N/A
Quality: Good
Condition: Good
SALE INFORMATION
Status: Closed Sale OAR: 6.14%
Sale Date: 6/2019 NOI: $9,283,680
Price per Sq.Ft. $473.50 Occupancy: 100.00%
Value Interest: Leased Fee Expense Ratio: N/A
Grantor: Carr Properties EGIM: N/A
Grantee: USAA Real Estate Buying Entity: Investor
Financing: N/A No. of Years Remaining on Primary Lease: N/A
Condition of Sale: Arm's Length Investment Grade Credit: N/A
Investment Grade Credit Rating: N/A
Knowledgeable Third Party, Broker's Press Release, Public Record
COMMENTS
One Liberty Center is the June 2019 transfer of a Class A office building located at 875 North Randolph Street in the Ballston area of Arlington, Virginia.
Specifically, the property is located at the southeast quadrant of 9th Street and North Randolph Street, and two block southeast of the Ballston Metrorail
Station. One Liberty Center was built in 2005 and composed of 319,327 square feet of net rentable area within 13 stories. The building was fully
leased, primarily to the Federal Government for the Office of Naval Research. One liberty Center is an ISC Level IV-secured facility featuring cutting
edge innovative technologies, including direct dark fiber to the Pentagon, 100 percent connectivity throughout the building and SCIF spaces authorized
to hold the highest levels of government meetings. The property has approximately 5,000 square feet of ground floor retail space. In June 2019, One
Liberty Center transferred to USAA Real Estate for $151.2 million or $473.50 per square foot and an overall capitalization rate of 6.14 percent.

A-525
Property Name: 7101 Wisconsin
Address: 7101 Wisconsin Avenue
City, State, Zip: Bethesda MD 20814
MSA: Washington
County: Montgomery County
Submarket: Suburban MD-Bethesda/Chevy Chase
Classification: High-Rise
ID: 378325
Tax Number(s): 07-00417400
Last Renovation: 2015 Tenancy Type: Multi-Tenant
Quality: Good
Condition: Good
SALE INFORMATION
Price per Sq.Ft. $465.89 Expense Ratio: N/A
Value Interest: Leased Fee EGIM: N/A
Grantor: Brandywine Wisconsin Avenue, LLC Buying Entity: Investor
Grantee: 7101 Wisconsin Owner, LLC No. of Years Remaining on Primary Lease: N/A
Financing: Principal Life Insurance; $44.6M Investment Grade Credit: N/A
Condition of Sale: Arm's Length Investment Grade Credit Rating: N/A
CW Research; Knowledgeable Third Party, Public Record
COMMENTS
This transaction involved the sale of a Class A office building situated on a 0.72-acre parcel located at the intersection of Wisconsin Avenue and Leland
Street in Bethesda, Maryland. It is approximately half of a mile south of the Bethesda Metrorail station, and proximate to an abundant mix of office,
retail, and hotel spaces, including the Bethesda Row retail center. The 14-story, 226,931-square foot office building was constructed in 1975 and
underwent a $10.1 million renovation from 2012 to 2015, which encompassed the building's lobby, retail corridor, and conference center, as well as
building common areas, elevator upgrades and a new street level retail facade. At the time of sale, the building was 97.2 percent occupied with an
average contract rent about 5.0 percent below market, with major tenants including The Donohoe Companies, Inc. (45,310 square feet), Miller & Long
Co., Inc. (44,128 square feet), and Evidera, Inc. (29,943 square feet). The building was openly marketed for sale, and purchased by 7101 Wisconsin
Owner LLC, for $105,725,000, or $465.89 per square foot and an overall capitalization rate of 5.99 percent.

A-526
Property Name: Legg Mason Tower
Address: 100 International Drive
701 Aliceanna Street
City, State, Zip: Baltimore MD 21202-4673
MSA: Baltimore
County: Baltimore City County
Classification: High-Rise
ID: 41281
Tax Number(s): Ward: 03,Section: 060,Block: 1800,Lot: 001 (
Garage),Lot: 003 - Unit R-2 (Reta..
Net Rentable Area: 612,613 Number of Parking Spaces: 1,145
Quality: Excellent
SALE INFORMATION
Deed Reference: NOI: $18,531,543
Price per Sq.Ft. $481.05 Expense Ratio: N/A
Value Interest: Partial Interest EGIM: N/A
Grantor: H&S Properties Development Corp. Buying Entity: Investor
Grantee: CBRE Global Investors Ltd No. of Years Remaining on Primary Lease: N/A
Financing: N/A Investment Grade Credit: N/A
Condition of Sale: None Investment Grade Credit Rating: N/A
Listing Broker- CBRE
COMMENTS
This was the sale of a partial interest (56 percent) in a high-rise trophy office building located within the Harbor East master-planned development along
Baltimore's Inner Harbor. The property is improved with a 5-level subterranean garage containing ±1,145 parking spaces and ground floor retail space
totaling 18,988 square feet. Due to its distinctive exterior design (blue-tinted transparent glass panels), and large size relative to other projects in
Baltimore City, the building is considered a landmark property in downtown Baltimore City. Legg Mason initially pre-leased 374,598 SF (±61 percent) of
the building in 2007, with expansion rights. Legg Mason subsequently subleased space and leased 217,680 square feet of the time of sale. The master
lease expires August 31, 2024, with extension options for an additional 15 years. Legg Mason, Inc. is considered a credit tenant by market participants
and was last rated by Standard and Poors with a rating of BBB (stable). Another large, long-term tenant is One Main Financial Group, which leases
109,156 square feet. The overall rate was based on estimated in-place income at the time of sale.

A-527
Addendum J: Comparable Apartment Rentals
CUSHMAN & WAKEFIELD
A-528
RENTAL SURVEY 1
Property Name: 1901 South Charles
Address: 1901 South Charles Street
City, State, Zip: Baltimore, MD 21230
Survey Date: 6/15/2020
ID: 553345
Number of Units: 193 Density (Units/Acre): 79.42 Occupancy Rate: 92.2% Year Built: 2012
Net Building Area: 162,487 Number of Buildings: 1 Class: A Year Renovated: N/A
Average Unit Size: 842 Number of Stories: 4 Quality: Good Condition: Good
Site Area (Acres): 2.43 Parking Type: Structure Construction: Wood frame
PROJECT AMENITIES
A parking garage, controlled building access, a fitness center and yoga studio, recreational lounge, courtyard, on-site management office, bike storage,
concierge and package service, elevator, trash disposal chutes and planned social activities
UNIT AMENITIES
Kitchens with breakfast bar and granite countertops, full-size washer and dryers in most units, walk-in closets, mini-blinds, high-speed internet access,
vaulted ceilings and balconies
QUOTED MONTHLY RENT & CONCESSIONS
AVG. QUOTED RENT AVG. QUOTED RENT AVG. QUOTED RENT
UNIT TYPE BEDROOMS BATHROOMS AVG. SIZE (Sq. Ft.) PER MONTH $/Sq.Ft./MONTH $/Sq.Ft./YEAR
Studio 0.0 1.0 475 $1,255.00 $2.64 $31.71
1BR/1BA 1.0 1.0 525 $1,450.00 $2.76 $33.14
1BR/1BA 1.0 1.0 710 $1,451.00 $2.04 $24.52
1BR/1BA 1.0 1.0 763 $1,672.00 $2.19 $26.30
1BR/1BA 1.0 1.0 900 $1,755.00 $1.95 $23.40
2BR/2BA 2.0 2.0 1,020 $1,925.00 $1.89 $22.65
2BR/2BA 2.0 2.0 1,052 $2,000.00 $1.90 $22.81
2BR/2BA 2.0 2.0 1,169 $1,972.00 $1.69 $20.24
2BR/2BA 2.0 2.0 1,275 $2,043.00 $1.60 $19.23
COMMENTS
Rent Inclusions: Trash removal
Concessions: Limited concessions (0.8% of asking rents)
Management: Lincoln Property Company
Verification: Leasing Agent, CoStar, C&W Appraisal
Comments: This is a Class-A mid-rise apartment building located at the southeast corner of South Charles Street and E. Wells Street
within the Riverside Submarket in South Baltimore. The property fronts the I-95 overpass. Parking is provided by a
central 4.5-story structured parking garage 290 spaces. Residents receive one parking space free of charge with a 12
month lease. Additional parking is available for lease by apartment residents at a rate of $100/month per space.

A-529
RENTAL SURVEY 2
Property Name: 2 East Wells
Address: 2 E Wells Street
ID: 553061
Site Area (Acres): 1.44 Parking Type: Structured garage Construction: Brick
PROJECT AMENITIES
Lounge with coffee bar, fireplace, big screen TVs and free Wi-Fi, roof-top decks, fitness center, courtyard with garden and grilling area, parking garage
with direct access to each floor, controlled access, bicycle storage room, guest suite, concierge services, 24-hour maintenance and a management/
leasing office
UNIT AMENITIES
Energy Star and stainless steel appliances, microwave, dishwasher, granite countertops, breakfast bar and garbage disposal, walk-in closets, high-speed
internet, 9-foot ceilings, wall-to-wall carpet and balconies
Studio 0.0 1.0 556 $1,463.00 $2.63 $31.58
Studio 0.0 1.0 684 $1,589.00 $2.32 $27.88
Studio 0.0 1.0 702 $1,670.00 $2.38 $28.55
Studio 0.0 1.0 829 $1,444.00 $1.74 $20.90
1BR/1BA 1.0 1.0 795 $1,806.00 $2.27 $27.26
1BR/1BA 1.0 1.0 1,009 $1,938.00 $1.92 $23.05
2BR/2BA 2.0 2.0 1,214 $1,907.00 $1.57 $18.85
COMMENTS
Rent Inclusions: Water, sewer and trash removal
Management: Lincoln Property Company
Verification: CoStar, Property manager
Comments: The property located at the northeast quadrant of East Wells Street and South Charles Street in the Riverside submarket
in South Baltimore. The property is improved with a Class-A, mid-rise apartment building and adjacent 5-level parking
garage containing 247 spaces. The building is also improved with two street-level retail spaces.

A-530
RENTAL SURVEY 3
Property Name: McHenry Row
Address: 1500 Whetstone Way
ID: 553348
Site Area (Acres): 9.00 Parking Type: Structured and Construction: Wood frame
PROJECT AMENITIES Surface
Concierge, fitness center with yoga, business center, media room, fireside lounge and party room, game room with billiards and poker table, rooftop
terrace and lounge, parking
UNIT AMENITIES
Balconies, ceiling fans, dishwasher, granite countertops, loft in select units, stainless steel appliances, vaulted ceilings, walk-in closets, washer/dryers,
wet bar, Wi-Fi
Studio 0.0 1.0 498 $1,572.00 $3.16 $37.88
1BR/1BA 1.0 1.0 673 $1,497.00 $2.22 $26.69
2BR/2BA 2.0 2.0 1,088 $2,102.00 $1.93 $23.18
COMMENTS
Management: Cresa Baltimore
Verification: Property manager, CoStar
Comments: The subject property is located at the southeast quadrant of Key Highway and East Fort Avenue, within the Locust Point
neighborhood of Baltimore City. The property is located directly north of the interchange of Key Highway and Interstate
95 in South Baltimore, and about one mile south of Baltimore's Inner Harbor and Downtown districts. The subject
property is part of an urban mixed-use project known as McHenry Row, which includes a mix of office, inline and grocery
(Harris Teeter) retail, apartment and hotel. The project includes a parking garage with fees of $125 per month for
assigned spaces.

A-531
RENTAL SURVEY 4
Property Name: Porter Street Apartments
Address: 1401 Porter Street
ID: 553358
Site Area (Acres): 2.96 Parking Type: Structured garage Construction: Wood frame
PROJECT AMENITIES
A courtyard with swimming pool, sundeck, lounge areas, clubhouse, concierge service, storage, business center with conference room, pet wash station,
bike storage, fitness center and parking garage
UNIT AMENITIES
Fully equipped kitchens with Energy Star and stainless steel appliances, microwave, dishwasher, quartz countertops, walk-in closets, high-speed internet,
9-foot ceilings, washer/dryers, private patio/balcony in select units
Studio 0.0 1.0 489 $1,595.00 $3.26 $39.14
Studio 0.0 1.0 497 $1,900.00 $3.82 $45.88
1BR/1BA 1.0 1.0 616 $2,010.00 $3.26 $39.16
1BR/1BA 1.0 1.0 652 $2,150.00 $3.30 $39.57
1BR/1BA 1.0 1.0 663 $2,111.00 $3.18 $38.21
1BR/1BA 1.0 1.0 681 $2,060.00 $3.02 $36.30
1BR/1BA 1.0 1.0 776 $2,281.00 $2.94 $35.27
2BR/1BA 2.0 1.0 887 $2,487.00 $2.80 $33.65
2BR/2BA 2.0 2.0 823 $2,220.00 $2.70 $32.37
2BR/2BA 2.0 2.0 992 $2,946.00 $2.97 $35.64
2BR/2BA 2.0 2.0 993 $2,918.00 $2.94 $35.26
2BR/2BA 2.0 2.0 1,007 $2,885.00 $2.86 $34.38
2BR/2BA 2.0 2.0 1,040 $3,085.00 $2.97 $35.60
COMMENTS
Rent Inclusions: All utilities and parking
Concessions: LImited concessions (1.0% of asking rents)
Management: Greystar
Comments: The subject’s improvements include a seven-story building of masonry and steel construction and a five-story section that
is wood frame construction improved above a concrete podium foundation. The subject is located within the McHenry
Row mixed-use development located at the southeast quadrant of Key Highway and East Fort Avenue within the Locust
Point neighborhood of Baltimore City. The subject's location is proximate to the interchange of Key Highway and
Interstate 95 in South Baltimore, and about one mile south of Baltimore's Inner Harbor and Downtown districts.

A-532
RENTAL SURVEY 5
Property Name: Anthem House
Address: 900 E Fort Avenue
ID: 553362
Site Area (Acres): 1.99 Parking Type: Garage Construction: Steel and masonry
PROJECT AMENITIES
Business Center, Clubhouse, Concierge, Courtyard, key Fob entry, Cyber Café, Fitness Center, Heated Infinity Pool, pet-run, Pet Washing Station,
Planned Social Events, Parking garage
UNIT AMENITIES
Full washer and dryer, stainless steel with gas appliances, quartz countertops, balconies, and kitchen islands
Studio 0.0 1.0 516 $1,647.00 $3.19 $38.30
1BR/1BA 1.0 1.0 765 $2,009.00 $2.63 $31.51
2BR/2BA 2.0 2.0 1,133 $2,159.00 $1.91 $22.87
COMMENTS
Management: Bozzuto
Comments: Mid-rise, Class-A project located along E. Fort Avenue in Locust Point section of South Baltimore. Parking fees are $50
per month (unreserved).

A-533
RENTAL SURVEY 6
Property Name: Hanover Cross Street
Address: 101 W Cross Street
City, State, Zip: Baltimore, MD 21230-3649
ID: 553058
Site Area (Acres): 2.30 Parking Type: Structured garage Construction: Steel and masonry
PROJECT AMENITIES
Business center, clubhouse, concierge, controlled access, courtyard, fitness center, walk-in closets, pet washing station, media room, community grilling,
cyber café, heated infinity pool, pet run, planned social events, parking, on-site retail.
UNIT AMENITIES
Stainless steel appliances, granite countertops, washer and dryers, walk-in closets
Studio 0.0 1.0 573 $1,532.00 $2.67 $32.08
1BR/1BA 1.0 1.0 766 $1,662.00 $2.17 $26.04
2BR/2BA 2.0 2.0 1,125 $2,277.00 $2.02 $24.29
COMMENTS
Rent Inclusions: Water, sewer and trash removal
Management: The Hanover Company
Verification: CoStar, Property Manager
Comments: Class-A mid-rise apartment building located within the Federal Hill section of South Baltimore. Parking fees are $50 per
month (unreserved). $100 per month premium for waterfront views. Opened in May 2017. Tenancy includes a mix of
household types include young professionals, college students and residencies at Johns Hopkins. Manager reports
limited families and a few roommates.

A-534
RENTAL SURVEY 7
Property Name: 1405 Point
Address: 1405 Point Street
ID: 460451
Average Unit Size: 750 Number of Stories: 17 Quality: Excellent Condition: Excellent
Site Area (Acres): 0.97 Parking Type: Garage Construction: Steel and masonry
PROJECT AMENITIES
Rooftop swimming pool, 24-hour fitness center, resident lounge, water views, 24-hour concierge, controlled access, on-site retail
UNIT AMENITIES
9' ceilings, wood plank flooring, water views, floor-to-ceiling windows, modern cabinetry, quartz countertops, stainless steel appliances, in-unit
washer/dryer
Studio 0.0 1.0 485 $1,768.00 $3.65 $43.74
1BR/1BA 1.0 1.0 661 $1,899.00 $2.87 $34.48
2BR/2BA 2.0 2.0 960 $2,622.00 $2.73 $32.78
3BR/2BA 3.0 2.0 1,136 $3,372.00 $2.97 $35.62
COMMENTS
Rent Inclusions: None
Concessions: Limited concessions on select units (average 1.0% of asking rents)
Management: Kettler
Verification: Leasing Agent, C&W Appraisal
Comments: The property is part of the Harbor Point planned unit development located in downtown Baltimore City along the Inner
Harbor waterfront between Harbor East and the historic community of Fells Point. Harbor Point is an urban mixed-use
community proposed to be developed with over three million square feet on 27 acres +/- fronting the Inner Harbor. The
subject property, referred to as 1405 Point, is a 17-story (plus one below-grade level) apartment building that contains
289 apartment units, 17,717 square feet of street-level retail space and a shared parking garage improved on a 0.97-
acre +/- parcel. The subject property also has easement rights and direct linkage to an adjacent central plaza parking
garage containing 276 parking spaces. The project opened for tenant occupancy on March 18, 2018 and was
subsequently completed in June 2018. Parking fees are $165 per month unreserved and $250 per month reserved.

A-535
RENTAL SURVEY 8
Property Name: Union Wharf Apartments
Address: 915 S Wolfe Street
ID: 553366
Site Area (Acres): 3.73 Parking Type: Structured Construction: Steel and masonry
PROJECT AMENITIES
On-site leasing-management office, controlled access entrances and garage, a heated outdoor swimming pool and sun deck, three private courtyards
(one with a fireplace), fitness center, 12,000 sf clubhouse, business center/ e-lounge, a movie screening room, bar and billiards room and a waterfront
location adjacent to a public promenade.
UNIT AMENITIES
Kitchens with stainless steel appliances, full size washer and dryer, walk-in closets, mini-blinds, high-speed internet access, 9' ceilings (12' ceilings on first
floor), patios and balconies with waterfront views
Studio 0.0 1.0 687 $1,770.00 $2.58 $30.92
1BR/1BA 1.0 1.0 820 $2,036.00 $2.48 $29.80
2BR/2BA 2.0 2.0 1,140 $2,697.00 $2.37 $28.39
COMMENTS
Concessions: None
Management: Bozzuto
Comments: This Class A apartment building is located along the east side of S. Wolfe Street within the historic waterfront community
of Fells Point in downtown Baltimore City. The apartment building includes a 4-story wood-framed structure with a brick
masonry façade improved above a ground-level concrete podium. The apartment building is improved around a seven
level, above-grade, concrete parking garage containing 472 parking spaces. The property has direct frontage along the
Inner Harbor basin of the Patapsco River, which is improved with a 20-foot wide brick-paved public promenade. Parking
fees are $125 per month unreserved and $175 per month reserved. The property includes 1.73 acres of riparian rights.

A-536
Addendum K:
Comparable Improved Data Sheets- Garages
CUSHMAN & WAKEFIELD
A-537
Property Name: Corporate Plaza Garage
Address: 612 W. 11 Street
City, State, Zip: Wilmington DE 19801
MSA: Wilmington-Newark
County: New Castle
Submarket: Delaware-New Castle CBD (Wilmington)
Property Type: Retail-Commercial
Property Subtype: Parking Facility - Garage
Classification: N/A
ID: 483692
Tax Number(s): 26-028.30-231
Gross Bldg Area: 201,276 Number of Parking 922
Gross Leasable Area: 201,276 Spaces: Ratio:
Parking 4.58:1,000
Year Built: 2007 L:B Ratio: 0.13:1
Quality: Good
Condition: Good
SALE INFORMATION
Sale Date: 5/2017 NOI per Space: $1,808.57
Price per Space: $31,453 Buying Entity: Investor
Value Interest: Leased Fee No. of Years Remaining on Primary Lease: N/A
Grantor: Delle Donne & Associates, Inc. InvestmentGradeCredit: N/A
Grantee: Oak Street Real Estate Capital InvestmentGradeCreditRating: N/A
Financing: Conventional- Citizens Bank- $20.4
Condition of Sale: milli
Arm's Length
COMMENTS
This was the sale of a 12-story above-grade masonry parking garage located in downtown Wilmington, DE. The site is located adjacent to proposed
mixed-use development approved for up to 1 million square feet of development. The property is also located proximate to the Christiana Care
Wilmington Hospital Campus. The property is operated as public garage with transient and monthly income managed by third-party parking operator.
The overall rate was based on trailing 12-month income at the time of sale.

A-538
Property Name: Manger Parking Deck
Address: 115 E. Congress Street
City, State, Zip: Savannah GA 31401
MSA: Savannah
County: Chatham
Submarket:
Classification: N/A
ID: 371499
Tax Number(s): N/A
Parking 2.80:1,000
Last Renovation: N/A Tenancy Type: N/A
Quality: Average
Condition: Average
SALE INFORMATION
Sale Price: $20,100,000 Occupancy: N/A
Value Interest: Leased Fee No. of Years Remaining on Primary Lease: N/A
Grantor: Manger Building, LP InvestmentGradeCredit: N/A
Grantee: Congress Investors, LLC InvestmentGradeCreditRating: N/A
Financing: N/A
CoStar, Public Records
COMMENTS
This 7-story parking deck is located in the historic district of downtown Savannah, Georgia. The seller reported that the garage had 420 spaces, a pro
forma cap rate of 6.80% and an actual cap rate of 6.20%. The buyer reported that the building needed approximately $225,000 in deferred
maintenance. It is noted that the seller reported the garage had 375 spaces. The reason for this discrepancy is not known. The sales price per parking
space equates to $47,857.

A-539
Property Name: InterPark Hilton Garage
Address: 255 Courtland Street NE
City, State, Zip: Atlanta GA 30303-1265
MSA: Atlanta
County: Fulton
Submarket: Atlanta-OFFDowntown
Classification: N/A
ID: 234040
Tax Number(s): 14-0051-0002-091, 14-0051-0002-091-6
Site Area (Sq.Ft.): 209,524 Number of Stories: N/A
Gross Bldg Area: N/A Number of Parking 1,016
Gross Leasable Area: N/A Spaces: Ratio:
Parking 0.00:1,000
Quality: Average
Condition: Average
SALE INFORMATION
Value Interest: Fee Simple No. of Years Remaining on Primary Lease: N/A
Grantor: 255 Courtland LLC InvestmentGradeCredit: N/A
Grantee: UGP - 255 Courtland Garage, LLC InvestmentGradeCreditRating: N/A
Financing: Assumed all cash to seller
Listing broker (Scott Cullen with JLL), Public Records
COMMENTS
This was the sale of a 1,016-space parking garage to InterPark. The garage is underground and shared by the Hilton Atlanta and a former office
building that was converted to apartments and is now called "The Office." Approximately 600 spaces are dedicated to the hotel and approximately 400
spaces are dedicated to the residential piece. The property was marketed for less than two months and there was significant interest, generally from
owner-operators. The sales price per parking space equates to $33,465.

A-540
Property Name: Towson Square Garage
Address: 103 East Joppa Road
City, State, Zip: Towson MD 21286-3104
MSA: Baltimore
County: Baltimore
Submarket: Baltimore-Towson
Classification: N/A
ID: 240799
Tax Number(s): 09-2500013052; Baltimore County Tax Map: 70A
, Grid: 18, Parcel: 57
Parking 3.51:1,000
Quality: Good
Condition: Good
SALE INFORMATION
Deed Reference: NOI: $1,300,000
Grantor: Heritage Properties and Cordish Cos. InvestmentGradeCredit: N/A
Grantee: Baltimore County Revenue Authority InvestmentGradeCreditRating: N/A
Financing: N/A
Public Records, Seller, Buyer
COMMENTS
This was the sale of a 3-level, above-grade parking garage totaling 850 spaces, which equates to $22,893 per space. The garage was structured under
a condominium regime to facilitate separate ownership and to share the land and common areas as part of a retail development known as Towson
Square located within downtown Towson. The Towson Square complex includes a 3,400 seat, 15 screen movie theater on two levels improved above
the garage, plus eight restaurant pad sites. The Baltimore County Revenue Authority, a quasi-governmental agency, agreed to acquire the parking
garage from the developers once all the tenants were secured at Towson Square, making the garage more financially viable. The purchase agreement
was completed prior to construction, about 5 years prior to the sale. The cinema opened in July 2014 and the retail spaces were fully leased and
occupied at the time of sale. The developers sold the rest of the development to Retail Properties of America, Inc. for $40.5 million November 2015.
The overall rate was based on the buyer's forecast net operating income at the time of sale.

A-541
Property Name: 30 Light Street Garage
Address: 30 Light Street
City, State, Zip: Baltimore MD 21202-1007
MSA: Baltimore
County: Baltimore City
Submarket:
Classification: N/A
ID: 78301
Ground Lease: Yes
Tax Number(s): Ward: 4, Section: 11, Block: 0660, Lot: 006.
Parking 2.14:1,000
Last Renovation: N/A Tenancy Type: N/A
Quality: Good
Condition: Good
SALE INFORMATION
Value Interest: Leasehold No. of Years Remaining on Primary Lease: N/A
Grantor: Lexington Realty Trust InvestmentGradeCredit: N/A
Grantee: Corporate Office Properties Trust InvestmentGradeCreditRating: N/A
Financing: N/A
Public Records, Listing Broker- DTZ, Buyer
COMMENTS
This was the sale of a 10-story above-grade parking garage located at the northwest quadrant of East Lombard Street and Light Street, in downtown
Baltimore City. This property was part of a two-property sale that included the adjacent Transamerica Tower, which is a 35-story office building that
separately sold for $104.5 million. This masonry parking garage was constructed in 2009 and contains 560 parking spaces on nine above grade levels
and 11,678 square feet of ground floor retail space. Approximately 29 percent of the ground floor retail space was leased at the time of sale to retail
tenant Subway. The seller retained the leased fee interest in the property (the leasehold interest was sold). The underlying land is owned in a joint
venture between Lexington Property Trust and the Ethel S Blumenfeld Trust. The ground lease runs through 2097. The overall rate was based on
budgeted year one net operating income at the time of sale. The unit price equates to $29,464 per parking space.

A-542
Property Name: Millennium Garage
Address: 432 West Congress Street
450 West Congress Street
City, State, Zip: Detroit MI 48226
MSA: Detroit
County: Wayne
Submarket:
Classification: N/A
ID: 501326
Tax Number(s): 02000153
Parking 1.17:1,000
Quality: Good
Condition: Good
SALE INFORMATION
Deed Reference: 551570316 NOI: $1,025,750
Grantor: City of Detroit InvestmentGradeCredit: N/A
Grantee: 450 Associates LLC InvestmentGradeCreditRating: N/A
Financing: Cash to a new loan
Summit Commercial
COMMENTS
The Millennium Garage is located at 432-450 W. Congress Street in Detroit. This 9-level parking structure was built in 1975 and contains 595 parking
spaces. The garage is fully automated but is also equipped with two attendant booths along First Street. The property is near the financial district and
adjacent to Cobo Hall which recently finished major renovation work. In July 2019 a private investor purchased the garage for $18,650,000. At the time
of sale monthly parking rates in the immediate area ranged from $150 to $250 per month for unreserved. There is no retail component. The overall rate
is based on the buyer's pro forma NOI.

A-543
Addendum L:
Cushman & Wakefield Research Report- Short-Term Rentals
CUSHMAN & WAKEFIELD
A-544
AS HOMESHARE PLATFORMS HAVE TAKEN OVER THE
HOSPITALITY SECTOR, NEW PLAYERS HAVE SCALED THE CONCEPT
TO INSTITUTIONAL INVESTMENT-GRADE MULTIFAMILY ASSET
Multifamily has become an increasingly diversified sector - with

WHAT MAKES THIS
niche asset classes such as student housing, senior housing, coliving
and micro units garnering major investor interest. DIFFERENT FROM A HOTEL?
• Units are furnished with complete apartment-grade
Short Term Rentals Are The Next Niche In Multifamily in-unit amenities - often including full kitchen, full
bath and in-unit washer/dryer
The concept has existed in a limited format for decades - with small
local operations and corporate housing outfits dotting the nation. • An operational platform that is streamlined to provide
Homeshare platforms like Airbnb and VRBO then revolutionized a frictionless interface for guest booking, access,
the market, steadily becoming a primary means of travel lodging nurture, and event planning
for the common consumer - attaining over 500,000 average stays
per night by 2018. At the same time, the 2010s real estate cycle saw
a wave of new Class A apartment buildings delivered largely around WHAT MAKES THIS DIFFERENT
downtown submarkets nationwide. Given the valuable locations FROM TRADITIONAL MULTIFAMILY?
and amenity sets of these apartment buildings, an underground
market arose on homeshare platforms for these particular units. A • Guests pay on a nightly basis, often staying for only a
new crop of startups arose to legitimize and streamline this market, few nights
with the most successful among them creating independent • All apartments come fully furnished with furniture,
national platforms with hundreds of branded, furnished apartments. kitchenware and basic necessities
Many of these platforms first began by partnering with existing
multifamily properties to deploy a small sample set of units. For
example, WhyHotel targeted newly delivered multifamily assets in HOW DOES INCORPORATING SHORT
lease-up - offering to fill the rooms until full term leases could be TERM RENTALS IMPROVE A
signed for all units. Several other platforms decided to begin on a MULTIFAMILY ASSET?
smaller scale, ownership-based model. These operators focused on
• Reduces vacancy by diversifying customer base to fill
purchasing smaller three-flat and garden-style apartments,
empty units
converting them to short term rentals as proof of concept.
• Boost NOI through multi-year leases with guaranteed
In 2019, many of these operators now exist on a national scale,
market rents
master leasing entire buildings for short term rentals. StayAlfred
has established operations providing over 2,000 units in 32 cities • Provide additional amenities to full-time residents,
across the country. Lyric has received funding from Airbnb for its including discounts and event planning
portfolio of assets across 13 markets. WhyHotel has announced a
new subdivision called Hospitality Living that will be dedicated to
building ground-up short term rental developments.
A-545
2
OVER THE PAST DECADE, SEVERAL DEMOGRAPHIC

FACTORS HAVE PRIMED US MARKETS FOR
THE SHORT TERM RENTAL SURGE
1. APARTMENT-GRADE EXPECTATIONS:
Travelers increasingly want to stay in places that have the complete set of amenities they’ve come to expect from the apartments they
live in.
TOP FACTORS AFFECTING LODGING DECISION
42% 50% 41%
HALF OF ALL MILLENNIAL

TRAVELERS EXPECT LODGING STAY IN AN FEEL AT HOME STAY IN LOCAL
TO FEEL LIKE A HOME UNSUAL PLACE AWAY FROM HOME NEIGHBORHOOD
AWAY FROM HOME
Source: Data from Conde Nast Traveler
2. DESTIGMATIZATION OF SHORT TERM RENTALS

The National Multifamily Housing Council has conducted annual surveys showing that over 60% of renters either have a positive or neu-
tral view of sharing their building with short term renters, with the highest approving age group skewing towards those under 25.
100%
80%
60%
HOW WOULD KNOWING THAT SHORT
TERM RENTALS ARE ALLOWED IN 40%
COMMUNITY AFFECT YOUR OPINION? 20%
0%
Under 25 25-34 35-44 45-54 55-64 65+
Percent saying positive or no impact (by age)
Source: National Multifamily Housing Council (NMHC) 2017 Renter Preferences Survey
3. SHORT TERM RENTALS FOR THE BUSINESS TRAVELER

Business travelers made up 15% of Airbnb bookings, with the homeshare platform looking to expand to 30% by the end of 2020. The
global business travel industry is estimated to be over $1T. Over 700,000 companies have already utilized Airbnb for employee travel
lodging. Short term platforms that can provide consistent, guaranteed accommodations with high proximity to downtown offices will
be the premier choice for business travelers.
OF HOMESHARE BOOKINGS NUMBER OF COMPANIES SIZE OF GLOBAL BUSINESS

WILL BE FOR BUSINESS USING AIRBNB FOR TRAVEL LODGING
STAYS BY 2020 TRAVEL LODGING INDUSTRY
Source: AirDNA, Curbed, McKinsey, Airbnb
A-546
3
MAJOR SHORT TERM RENTAL OPTIONS NATIONWIDE
Seattle
Spokane
Portland
Montreal
Boise
Minneapolis Boston
Pittsburgh
New York
Chicago Cleveland
San Francisco Philadelphia
Indianapolis Baltimore
Denver
Columbus Washington D.C.
Cincinnatti
Chattanooga
Nashville
Phoenix Charlotte
Scottsdale
San Diego Memphis
Tempe
Atlanta
Fort Worth Dallas

Savannah
THE GUILD Austin
New Orleans
LYRIC San Antonio
Houston
STAY ALFRED Tampa
SONDER Miami
WHYHOTEL
Current Beds Estimated Markets Present Venture Funding

The Guild 300+ 4 $9M
Lyric 400+ 7 $99M
Stay Alfred 2,000+ 32 $62M
Sonder 2,200+ 18 $135M
WhyHotel 400+ 2 $14M
TOTAL 5,300+ 63 $319M
LARGE-SCALE SHORT TERM RENTAL OPERATORS MANAGE

OVER 5,000 BEDS NATIONALLY, WITH A FIRM SUCH AS
STAY ALFRED OFFERING OVER 2,000 BEDS IN 33 CITIES
Source: Crunchbase, The Guild, Lyric, Stay Alfred, Sonder, WhyHotel
A-547
4
SHORT TERM RENTAL OPERATORS HAVE ALREADY RAISED

ALMOST $320M IN VENTURE FUNDING AND ARE POISED TO BE
THE NEXT NICHE ASSET CLASSES ON INVESTORS’ RADAR
THE HUNT FOR NICHE ASSETS

Niche Asset Investment Sales Volumes
Rolling 4Q, Dollars in Billions
80
70
60
50
40
30
20
10
0
DEC-01
DEC-02
DEC-03
DEC-04
DEC-05
DEC-06
DEC-07
DEC-08
DEC-09
DEC-10
DEC-11
DEC-12
DEC-13
DEC-14
DEC-15
DEC-16
DEC-17
DEC-18
Medical Office Datacenter Cold Storage Age-Restricted Student Housing Affordable Housing Senior Housing
Source: RCA, Cushman & Wakefield Research
RISE OF NICHE ASSET CLASSES INTENSIVE COMPETITION FOR ASSETS

Post-Recession, niche real estate classes such as age restricted
and affordable housing, coworking, data centers, as well as self
and cold storage have soared as solid investments. Over time,
investors have taken notice and many of these niche classes now 2%
4%
make an appearance in the most prestigious portfolios. In Price
Waterhouse Cooper's annual 2018 Emerging Trends in Real Estate,
32%
age restricted housing reached nearly $14B in year-over-year 30%
transactions. In the same report, Price Waterhouse Coopers found
that Medical Office was the strongest prospect among office sub-
AMOUNT OF CAPITAL
sectors for the third year in a row. More emergent niche areas
FUND MANAGERS PLAN TO
have also seen signs of promise. Data centers held another banner
DEPLOY IN REAL ESTATE
year in 2018, absorbing over 474 megawatt users and pre-leasing ASSETS IN THE NEXT 12
more than 55% of all new developments. Coworking office space MONTHS COMPARED WITH
reached a record 51 million square feet globally in 2018. Cushman THE PAST 12 MONTHS
& Wakefield investor surveys found that many were comfortable
with up to 30% of a building devoted to coworking.
Short term rentals follow in the footsteps of these niche asset

classes that began with a small footprint but have been making a 32%
large impact in investor portfolios.
Significantly More Capital Slightly More Capital

Same Amount of Capital Slightly Less Capital Significantly Less Capital
Source: Preqin Fund Manager Survey, Nov 2017
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5
SHORT TERM RENTAL PLATFORMS BEGAN BY PARTNERING WITH EXISTING

MULTIFAMILY BUILDINGS TO LEASE EMPTY UNITS & DIVERSIFY REVENUE STREAMS
TIMELINE WHAT’S NEXT

The short term rental space has evolved tremendously over the
past decade. What began as small-time owners sharing space
2008
in their homes has morphed into a global industry where Airbnb
alone is worth an estimated $31B. Travelers initially were drawn
to homeshares for price discounts and the added authenticity &
Airbnb is founded community these offered over traditional hotels. Now, travelers
have reevaluated what they’re looking for in travel accommoda-
tions entirely - seeking more of a home in the location they desire
than just a ‘place to stay’.
Travelers for vacation, business, medical or education have all

been moving towards homeshare platforms. However, these
2011
platforms alone do not provide the quality and consistency that
many travelers expect when it comes to in-unit furnishing, building
amenities, service or location. This is where short term platforms
Stay Alfred is founded that utilize traditional multifamily assets come in. Not only have
these found success in limited trials, but full-scale buildings built
on this model are mere months away.
STR TRENDS GOING FORWARD:
2012
Airbnb hits 10 million bookings
and 4 million + guests
BUILD-TO-SPEC SHORT TERM

RENTAL DEVELOPMENTS
WILL PROLIFERATE
2014
Lyric and Sonder are both founded
• Stay Alfred hits $25 million in
2016
revenue prior to debt/equity INSTITUTIONAL INVESTMENT
raise AND ATTENTION WILL
CONTINUE TO GROW
• WhyHotel and The Guild are
both founded
2017
NMHC holds summit on short term
rentas and includes questions on the
topic for their annual survey CONTINUED EXPANSION
ACROSS U.S. &
INTERNATIONAL MARKETS
2019
WhyHotel announces subsidiary
dedicated to ground-up short term
rental assets
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Addendum M:
Cushman & Wakefield Research Report- Opportunity Zones
CUSHMAN & WAKEFIELD
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IN THE
OPPORTUNITY ZONE:
Location. Timing. Capital.
JULY 2019
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CUSHMAN & WAKEFIELD RESEARCH
IN THE OPPORTUNITY ZONE:

Location. Timing. Capital.
Top 10 Takeaways
It’s rare for a policy program aimed at low-income Eligible real estate investments comprise new
areas across the country to garner a high level (re)developments, capital-intensive renovations
of attention and capital. But the opportunity zone and, under the new guidelines, a wide range of
program does just that. Program benefits: (1) increase operating businesses including those involved in
capital inflows into the $8 trillion commercial real estate managing and developing real estate. Investors can use
(CRE) market1 by anywhere from $100 billion to over debt on their projects and are permitted to execute cash-
$6 trillion. 2/3 (2) Boost after-tax IRRs for real estate out refinancing after two years.
projects by up to 150-300 basis points (bps) in the first
10 years. This is already affecting real estate prices in The inclusion of operating business in opportunity
some areas. A recent MIT study4 found that opportunity zones means that significant additional capital will
zone designation resulted in a 14% price increase for be raised. Provided these investments lead to greater
redevelopment properties and a 20% price increase for start-up activity and expansions of existing businesses in
vacant development sites. opportunity zones, leasing activity could accelerate.
We are currently tracking 138 large CRE funds Working capital can be held in cash and short-term
targeting more than $44B in equity. Most of these debt securities for up to 31 months. Funds also have
funds have national mandates and intend to invest in six months to identify projects for newly raised capital
multiple product types: 82% of capital in multifamily, 60% and 12 months to reinvest proceeds from asset sales. This
for office and 49% for retail. Industrial opportunities are will make it easier for opportunity zone funds to raise
thus far underappreciated. capital and function.
Most deals are likely to get done in areas with In addition, the 31-month and 12-month windows
strong CRE market fundamentals and/or where can be extended when a project is delayed while
economic revival is beginning. Fast-growing markets awaiting a government action. As a result, projects in
in the Sunbelt, California and Mountain West, as well as highly regulated markets or ones that are not shovel-
Manhattan, offer attractive opportunities. Target markets ready will be easier to do than previously thought.
in our database range widely—from Oakland, CA to the
This program is unlikely to make commercially
New York City boroughs to a number of Sunbelt markets.
unviable projects viable. The extent of the
Most funds (66%) and an even larger share of tax benefit depends on the success of the underlying
total equity (85%) intend to invest across multiple investments, enhancing upside. Evaluation of individual
markets. Among single-market focus funds, New York deals should focus on the specifics of each investment.
City is the most preferred destination with over $1 billion
in dedicated capital.
Timing is key! The clock starts ticking once capital DID YOU KNOW:
gains are realized and funds should be invested
• 10-YR After-tax IRR up 150-300 bps
180 days afterward. The December 31, 2019 deadline to
maximize tax benefits is fast approaching and the value of • OZ Prices Up
the tax break declines after that. However, investors can 14% (redevelopment), 20% (land sites)
still contribute new capital to the program until the end
of 2026 and avoid capital gains on the opportunity zone • $44B+ being raised
fund investment itself which can grow tax-free until 2047.
1 “A Bird’s Eye View of the Markets: 2017 Update,” PGIM Real Estate, March 2017, http://www.pgimrealestate.com/re/pdf/PGIM_RE_Birds_Eyeview_March_2017.pdf
2 https://eig.org/news/opportunity-zones-tapping-6-trillion-market
3 https://thehill.com/hilltv/rising/408980-mnuchin-predicts-100b-in-cap-investment-from-new-opportunity-zones
4 http://src.bna.com/Jsg Where is the Opportunity in Opportunity Zones?”, Sage, Langden, Van de Minne, June 2019
cushmanwakefield.com 2
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Cushman & Wakefield Opportunity Zone Fund Database Distribution

Percent (%)
of funds in sample (%)
84% 82%
71%
66%
64%
58%
51%
49% 48%
42% 44%
36% 38%
34% 33% 35% 35%
30%
27%
16%
Single Multiple Single Multiple Office Industrial Multifamily Retail Mixed-Use Other
Geographic Focus Product Types *
Share
Share of of Funds
Funds (138)
(138) ShareofofTarget
Share Targeted Capital
Equity ($44.1B)
Capital ($44.1B)
*Most funds include multiple product types within their investment consideration set, so percentages do not add to 100%. Source: Cushman & Wakefield Research
DEFINED TERMS
QOF = Qualified Opportunity Fund OZB = Opportunity Zone Business
How It Works In addition, the property investment needs to meet one of

The program allows for tax on any capital gains to be two tests:
deferred provided those gains are invested in “qualified (1) Real estate needs to be put to “original use” with the
opportunity funds” (QOF) within 180 days. 5 After reaching QOF investment. I.e., the building was put into service for
holding period requirements—at five and seven years— the first time for purposes of depreciation or amortization
the basis for the original capital gain is adjusted upward, at the start of the QOF investment. The latest guidance
thereby deferring and reducing tax liability by up to 15%. provides an exception for buildings that have been vacant
The balance of the deferred gain will be recognized in
for at least five years prior to purchase.
2026 or on disposal if earlier. If the opportunity zone
investment is held for at least 10 years, there is no capital (2) The fund needs to “substantially improve” the
gains tax on the QOF investment itself. property. I.e., QOF needs to more than double its basis
in the property within 30 months of acquisition. These
Ninety percent of QOF assets must be invested in
requirements apply only to the building and not to the
designated opportunity zones. Opportunity zone funds
land.
can either hold qualifying real estate directly or in
equity investments in qualifying businesses. To qualify, a Development and capital-intensive repositioning projects
business must: are likely to qualify. Newly constructed property or
projects currently under construction acquired prior
• Derive at least 50% of its gross income from an active
to being placed in service (i.e. receiving a certificate
trade or business located in one opportunity zone
of occupancy) also qualify and are likely the main path
• Have at least 70% of its tangible assets be qualifying through which cash-flow-oriented investors could
opportunity zone property6 participate in the program.
• Have been established after December 31, 2017 For details on how this works reference page 3 of our
November 2018 report.
5 There are some exceptions. For example, section 1231 gains and gains booked by a partnership can be reinvested within 180 days of the end of the applicable tax year.
6 Opportunity zone property includes all tangible assets, including everything from real estate to machinery to furniture. It also includes both owned and leased assets
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9 The following investments in designated opportunity zones are likely to qualify:
INVEST IN BUSINESS
THAT LEASES PURCHASE AND
PURCHASE OF INDUSTRIAL SPACE REPURPOSE AN OFFICE OWNED/OPERATED
UNDEVELOPED LAND IN AN COMPLEX OFFICE BUILDING
OPPORTUNITY ZONE
Purchase of undeveloped land An opportunity zone business Purchase of an office complex An asset manager owns and
and building of affordable can lease real estate in an for $25 million (M). The operates an office building.
housing on the site. Low- opportunity zone and have it QOF converts the property The asset manager launches
Income Housing Tax Credits count towards the business’ to residential rental. The a QOF and uses the equity to
and debt financing may 70% asset test. Any purchase price is allocated launch a start-up accelerator
be used. Property is being improvements the business as $10M to land and $15M to located in the building. The
put to original use with makes to the leased property structure. Within 30 months QOF may also invest in the
the investment. QOF has would also qualify as of acquisition, the QOF has building’s other tenants
substantially improved the opportunity zone business deployed an additional $15M provided that they meet
property by doubling its basis property. This provision will (plus $1) into the property, the requirements. The QOF
within the 30-month period. make locating in opportunity thus more than doubling could also invest in any other
Land banking is prohibited. zones attractive to a wide the fund’s basis in the OZBs.
range of tenants, supporting building. This is an example
leasing demand. of the property having been
“substantially improved.”
8 The following investments in designated opportunity zones would likely not qualify:
INVEST IN BUSINESS PURCHASE OF

PURCHASE AND CONVERSION OF THAT TRIPLE MULTIFAMILY
OPERATE EXISTING EXISTING STRUCTURE NET LEASES OUT PROPERTY TO
STRUCTURE PROPERTY RENOVATE
Purchase of a strip center Purchase of a power center. QOFs may choose to develop, Purchase of multifamily
and continuing to operate The building cost is valued own and operate their real property for $25M to renovate.
the property. The property is at $20M at the time of estate projects through an The purchase price is allocated
not being put to original use, investment. The QOF spends OZB. Once a property has as $10M to land and $15M
nor has it been substantially $5 million converting the space been developed or improved, to structure. Thirty months
improved. to industrial but does not should the OZB choose to after acquisition, the QOF has
engage in a full tear-down and operate the property by invested an additional $10
redevelopment. The property leasing it out to tenants, the million in the building. The
is not being put to original lease cannot be a triple net property is not being put to
use because the structure had lease because this is not original use, and while the fund
previously been in service, considered “conduct of an has increased its basis in the
nor has it been substantially active trade or business.” property, it does not fulfill the
improved. Double net leases are requirement for substantial
permitted. improvement.
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Critical Questions Mostly Addressed

The guidance issued on April 18, 2019 clarifies most issues, of which the most critical areas are discussed below.
Opportunity Zone Businesses

GUIDANCE IMPLICATIONS AND EXAMPLES
A wide range of businesses can now qualify as OZBs,
subject to different tests: • The labor costs test covers instances in which a firm’s engineering
• 50% of the hours worked by employees/ contractors operations is in an OZ but its call center where most hours are worked is
take place in an OZ not in an OZ.
• A landscaping business where the headquarters and management are
• 50% of labor costs are from services performed by
in an OZ but services are performed elsewhere would qualify under the
employees / contractors in an OZ
gross income test. This could also apply to consulting services firms.
• Property, management and/or operation functions
• A wide range of businesses qualify and even more could with minor
in opportunity zone are required to generate 50% of
restructuring.
gross income
• This covers OZB investment in startups.
• In addition, existing businesses can establish and capitalize new
subsidiaries as OZBs. This should expand private equity investment into
Investments can only be made in businesses
existing businesses.
established or purchased from an unrelated party after
December 31, 2017. • Corporations may consider forming their own QOFs to invest in newly
formed corporate subsidiaries that would qualify as OZBs. This would
tend to be attractive only in cases where the corporation expects
sizeable capital gains liabilities.
• Leases are not subject to the same stringent, related party rules as
asset sales.7
• The program could have a material impact on leasing market
fundamentals in certain opportunity zones.
Leases and improvements made to leased property • The greatest impacts are likely to be on the office, retail and industrial
count towards the 70% OZ business property test. markets; however, OZBs could also be formed to manage hospitality
and multifamily assets as well.
• The owner of a property in an opportunity zone could ground lease it to an
OZB created by a QOF partly or wholly owned by the property owner. The
OZB could then (re)develop or substantially improve the asset.
Working Capital
Working capital investments can be held in cash and
short-term debt securities for up to 31 months without • QOFs will choose to invest in real estate primarily through QOZBs.
being counted against the 70% asset test.
• This provision should facilitate real estate development and renovation
This provision applies to working capital held by a
projects as well as enable the function of a range of qualified
QOZB, not at the QOF level.
opportunity zone businesses.
The QOZB must have a written plan for how
working capital will be deployed, and the fund must
substantially comply with that plan.
• The extension should encourage opportunity zone investment in highly
Extends 31-month window if the project is delayed regulated markets, such as California. Even in development-friendly
awaiting governmental action. jurisdictions, prospective investments no longer need to be entirely
shovel-ready.
7 Requires only that the lease be market rate and that no prepayments more than 12 months are made.
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Investment
• This will give rise to a mixed-investment where the existing
Investors can contribute assets as well as cash to QOFs. basis in the contributed asset (e.g., land) would not be eligible
for tax benefits while the embedded gain would be eligible.
After a QOF has formed, newly contributed capital will be
exempted from the 90% asset test calculation for six months.
• This provides more flexibility in planning and investment.
Carried interests are not eligible for opportunity zone program
tax benefits.
Reinvestment and Interim Gain

If an investor disposes of his entire interest in a QOF on or
before December 31, 2026, the Investor may continue the
original deferral and defer any additional capital gains by
reinvesting the gain from such sale in another QOF within 180
days of such disposition. However, a new 10 year holding period • Investors will be unlikely to exit their initial opportunity zone
clock for purposes of the deferred tax liability begins with the fund investments in the first 10 years of the program, unless
new QOF investment. the QOF investment seems unlikely to generate capital gains.
If the investor only disposes of a portion of his interest in a QOF,
however, then there is no ability to continue the original deferral
by making a new QOF investment, although the additional (new)
gain could be deferred with a new QOF investment.
• This safe harbor is only for the purposes of the 90% asset
test and not for holding-period-dependent tax benefits. Sale
of an asset could generate taxable gain for the QOF itself or
its investors if the QOF and/or the investors have not been
If a QOF sells an asset, the fund has 12 months to reinvest the
invested for 10 years at the time of sale.
proceeds from the sale for purposes of the 90% asset test. 8 This
12-month period can be extended if the reinvestment is delayed • Any tax on interim gain could be deferred by either investing
in awaiting a governmental decision. that gain in the same or another QOF (so long as such gain
Although reinvestment by the QOF will not result in the end of was recognized on or before December 31, 2026) or potentially
the deferral for the original deferred capital gains, any new gain via a 1031 exchange.
recognized on the sale of the QOF’s assets will be allocated to • Interim gain taxation provisions currently prevent tax-free
the QOF’s members. If the gain is capital gain recognized on capital recycling in the first 10 years and are generally more
or before December 31, 2026, the QOF investor can defer such favorable to pass-through structures. The provisions also
gains and otherwise get Opportunity Zone benefits by investing create potential for conflicts of interest among investors that
such gains into a QOF within the relevant 180-day timeframe. enter a QOF at different times (when the 10-year period has
The original QOF investment will keep its original 10 year been reached for some but not all of the QOF investors). 9
holding period clock, while the new investment will have a new
• Asset sales and reinvestment are more likely to take place
10 year holding clock.
within QOFs rather than via QOF investors exiting one QOF
and reinvesting in another. In this case, there would still be
potential taxes on interim gain prior to the 10-year holding
period hurdle.
Debt
• Absent this guidance, program benefits for leveraged
investments would have been significantly reduced.
Debt incurred by an opportunity zone fund is not considered a • Investors can engage in debt recapitalizations after two year
separate investment, ineligible for tax benefits. at the QOF and asset level—for example, when moving from
construction bridge financing to permanent. This provides
a means to increase near-term cash flow and could help
investors pay their deferred tax liabilities.10
8 The proceeds are kept in cash or short-term debt securities.

9 If the QOF is taxed as a corporation and the asset was held for less than 10 years, then the QOF would be assessed capital gain tax. If the QOF is taxed on a pass-through basis,
then the tax impacts will vary for investors depending on how long they have been invested in the QOF. Gain passed through to an investor that has been invested for at least 10
years would be excluded even if the gain was generated by selling an asset that the QOF had held for less than 10 years. In contrast, a more recent investor in the QOF would be
taxable. This same investor would be taxable even if the asset had been held for at least 10 years (and therefore prior to its investment in the fund). On the one hand, this clarification
removes a key impediment to multi-asset funds. On the other, it creates potential for conflict among investors that enter the fund at different times. It also makes pass-through
structures more attractive in general. Finally, it means that at least in the first 10 years of the QOF’s life, funds will not be able to recycle capital from one project to another without
triggering tax consequences.
10 There are provisions intended to prevent “disguised sales” that could cause certain debt proceed distributions to have tax consequences. In general, distributions from debt
recapitalizations for investments that have been held for at least two years avoid this issue.
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product types, multifamily investment is by far the most

Areas for Further Clarification
prominent focus, with 71% of funds representing 82% of
• The original use and substantially improved
targeted capital. Many of these funds will be investing
requirements for business property of an OZB are
in senior, student, affordable and/or workforce housing.
applied on an asset-by-asset basis. This will cause
Office is the next most common target followed by
reporting complexities and could raise issues in cases
mixed-use. So far, fewer funds are targeting industrial
where there are multiple buildings within a facility
assets. We expect this will change, however, as
but not all of them are either newly built or will be
investors better appreciate the investment opportunity.
substantially improved. Further guidance is expected
on this. • Investment strategies: Most of the announced funds are
focused on real estate investment. Still, a number seeks
• It is currently unclear whether OZBs can reinvest the
to combine real estate investments with support of
proceeds from sales of OZB property in the same
local entrepreneurs. For example, Hypothesis Ventures
manner as QOFs. The downstream tax consequences
plans to invest in opportunity zone startups via
for QOF investors is similarly unclear. This is
accelerator programs that would be operated out of co-
problematic because QOFs would tend to wish to own
working spaces it develops. The most recent guidance
real property through an OZB.
clarified which businesses would qualify for investment
To read about investing in a 1031 reference page 6 of our and did so in ways uniformly friendly to investors.
November 2018 report. We expect opportunity zone fund activity to expand
beyond real estate going forward. OZB investments are
likely to positively impact leasing market fundamentals
On your market, get set, go!
in OZs.
While headline figures suggest the opportunity to tap
• Investors: Only taxable investors with significant
a potential $6T in unrealized capital gains through this
unrealized capital gains can benefit from this program.
program, the reality is that activity is likely to be more
This means that investors will ultimately consist of
modest but still significant. Estimates range from $40B
high-net-worth individuals (and family offices thereof)
to $100B of equity over the next years.11 With leverage,
and corporations. The opportunity zone program has
the dollars put to work could be twice these estimates.
visibility with high-net-worth investors, many of which
For perspective, about $66B in product traded in the
have been driving greater interest in social impact
New York metro during 2018 according to Real Capital
funds and calls for “socially responsible investing.”
Analytics.
Wealth management firms and private banking arms
Cushman & Wakefield Research is currently tracking 138 of various institutions will be critical to the fund
funds, each targeting over $100 million in equity for a distribution process. We expect these institutions
total of more than $44B in aggregate equity. The entire to build platforms that offer their clients the ability
opportunity zone fund universe is significantly larger. For to select from different QOFs. The development of
example, Costar Research has identified an additional 223 this investment infrastructure appears to still be in
smaller funds, targeting $5.7B in aggregate equity. its infancy, a result of which actual capital raised by
Surveying the funds in the Cushman & Wakefield QOFs is well short of announced targets. We expect
database leads to several observations: aggressive movement by both QOF managers and
intermediaries in the coming months ahead of the
• Geographic focus: Market targets range widely—from
expiration of one of the program’s tax benefits at the
Oakland, CA to the New York City boroughs to a
end of this year.
number of Sunbelt markets. Most funds (66%) and an
even larger share of total equity (85%) in the Cushman • Fund managers: The entities launching funds are
& Wakefield database intend to invest across multiple diverse; they include local developers, equity funds,
markets. Among single-market focus funds, New social impact funds and large asset managers (e.g.,
York is the most common target with over $1 billion in Goldman Sachs, PNC Financial Services Group,
dedicated capital. Starwood and Brookfield). Municipalities and other
non-profit groups across the country have been
• Product focus: Most funds plan to target multiple
organizing to partner or otherwise assist QOFs in
product types (52% of funds / 65% of equity). Among
investing in their communities.
11 https://thehill.com/hilltv/rising/408980-mnuchin-predicts-100b-in-cap-investment-from-new-opportunity-zones
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To access details on the metrics reference the appendix in
Promising Metros With Economic
our November 2018 report.
Momentum at a Tipping Point
Cushman & Wakefield evaluated 45 office and multifamily Though the opportunity zone program is still in its
markets (containing 2,700 of the approximately 8,700 infancy, it has already begun to impact pricing in
opportunity zones) across a range of factors indicative the designated areas. A recent MIT study found that
of economic momentum. These factors were divided redevelopment properties in opportunity zones are
into three categories: tax and regulatory including State selling for 20% more than comparable properties outside
Tax Confirmation Status (Wharton Land-Use Regulation the zones while vacant development site prices have
Index), economic drivers (five-year forecasts for increased 14%.12 Existing property prices, however, show
population growth, employment growth and household little impact so far. Our metro ranking model suggests
income) and CRE fundamentals (2019 office and that price increases are likely to be even more significant
multifamily inventory, vacancy and growth.) in higher ranked areas. Moreover, these markets are the
most likely to experience increased economic dynamism
Sunbelt markets lead the group, as growing populations
as a result, benefiting existing properties as well. This
support economic and CRE fundamental outlooks and
effect is liable to be further enhanced as opportunity
the tax regulatory environments are generally favorable
zone investment extends to operating businesses and so
for development. Fast-growing markets in California
impacting the leasing market.
and the Mountain West also appear, including the San
Francisco Bay Area, Los Angeles, Portland (OR), Seattle
and Manhattan. The full scorings and model detail are
available in the appendix.
12 http://src.bna.com/Jsg Where is the Opportunity in Opportunity Zones?”, Sage, Langden, Van de Minne, June 2019
Economic Momentum Index

Composite Z-Score (mean = 100)
160
147
139 136 132 126 126 123 122 121 119 118 114 111 110 108 108 104 104 103 103 102 97 96 91
Houston
Manhattan
San Jose
San Diego
Phoenix
Tampa
Atlanta
Seattle
Orlando
Charlotte
Nashville
Los Angeles
Miami
Raleigh/Durham
W. Palm Beach
SF Peninsula
Ft. Lauderdale
San Francisco
Jacksonville
Sacramento
Dallas
DC Metro
Austin
Puget Sound
Salt Lake City
Source: Cushman & Wakefield Research
CONTRIBUTORS FOR MORE INFORMATION

David Bitner Revathi Greenwood Sara Gougarty
Vice President Americas Head of Research Managing Director – Industry and Specialty
Americas Head of Capital Market Research revathi.greenwood@cushwake.com Advisory Platform Lead, Americas
david.bitner@cushwake.com @RevuGreenwood sara.gougarty@cushwake.com
@Bitner_speaks
This document is not intended to provide tax advice. Any tax information provided in this document is not intended or written to be relied upon for tax planning purposes. You should seek advice
based on your particular circumstances from an independent tax advisor.
About Cushman & Wakefield

Cushman & Wakefield (NYSE: CWK) is a leading global real estate services firm that
delivers exceptional value for real estate occupiers and owners. Cushman & Wakefield
is among the largest real estate services firms with approximately 51,000 employees
in 400 offices and 70 countries. In 2018, the firm had revenue of $8.2 billion across
core services of property, facilities and project management, leasing, capital markets,
valuation and other services. To learn more, visit www.cushmanwakefield.com or
follow @CushWake on Twitter.
©2019 Cushman & Wakefield. All rights reserved. The information contained within this report is gathered from multiple
sources believed to be reliable. The information may contain errors or omissions and is presented without any warranty
or representations as to its accuracy. cushmanwakefield.com
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Addendum N:
Qualifications of the Appraiser
CUSHMAN & WAKEFIELD
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Baltimore, Maryland 21202 | USA
David Masters, MAI, FRICS

PROFESSIONAL EXPERTISE
MEMBERSHIPS, LICENSES,
David Masters, MAI, FRICS is an Executive Director with the Valuation
PROFESSIONAL AFFILIATIONS, AND
& Advisory group of Cushman & Wakefield of Maryland, LLC, located in
EDUCATION
Baltimore, Maryland. He has been with Cushman & Wakefield since 2005
and is a member of Cushman & Wakefield Valuation & Advisor’s Office, • Designated Member, Appraisal
Multifamily, Industrial, Retail and Senior Housing/Healthcare practice Institute (MAI #32181). As of the
groups. Prior to joining Cushman & Wakefield, he was Director of Research/ current date, David Masters, MAI has
Senior Financial Analyst with GVA Advantis, a St. Joe Company, located in completed the requirements of the
continuing education program of the
Washington, D.C., from March 1997 to December 2004; a commercial real
Appraisal Institute.
estate appraiser with Turlington Valuation Associates, Hunt Valley, Maryland,
from October 1990 to October 1997 and a commercial real estate appraiser • Fellow, Royal Institution of Chartered
with Appraisal Partners, Inc., Kensington, Maryland, from August 1989 Surveyors (FRICS #6608273)
through October 1990. • Certified General Real Estate
Appraiser Licenses for the following
Mr. Masters has completed real estate appraisals throughout the United jurisdictions:
States, specializing in the Mid-Atlantic region including Delaware, Maryland,
Virginia, and Washington, D.C. Real estate appraisal experience includes –– Delaware – X1-0000580
office buildings, industrial and flex/R&D properties, multifamily properties, –– Maryland – 1512
shopping centers including malls, power centers, community centers and
–– Virginia – 4001-015899
neighborhood centers, mixed-use developments, medical office buildings
and other commercial property types. –– Washington, D.C. – GA10333
• Real Estate Salesperson Licenses
for the Maryland, Virginia and
Washington, D.C.
What’s Next for Baltimore?
• Bachelor of Science, Real Estate,
Visit our Baltimore MarketBeats to learn the latest market information. Pennsylvania State University
DAVID MASTERS, MAI, FRICS

Executive Director
T +1 410 685 9248 M +1 410 303 9040
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VALUATION
Through the expertise of more than 1,970 professionals in nearly 150 offices,
Cushman & Wakefield’s Valuation & Advisory group provides sophisticated The Cushman & Wakefield Edge
advice on real estate equity and debt decisions to clients on a worldwide Consistent delivery across multi-
scale. Our capabilities span valuation and advisory services relating to market client portfolios
acquisition, disposition, financing, litigation, and financial reporting, and
17 practice groups deliver real estate strategies and solutions to clients with Timely delivery of value conclusions
unique operational, technical and business requirements. Access to real-time
market data, the insights of Cushman & Wakefield’s leasing, research and Compliance with financial regulatory
capital markets experts, and the experience derived from more than 35 years requirements
of operation ensure the application of best practices and proven, successful
Valuations based on access to
methodologies. In 2018, the group completed assignments involving
constantly updated market data
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• Fellow, Royal Institution of Chartered Surveyors (FRICS #6608273)
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• Bachelor of Science, Real Estate, Pennsylvania State University
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A-564
APPENDIX B
ENGINEER’S REPORT
ENGINEERING REPORT
FOR
PORT COVINGTON CHAPTER I
BALTIMORE CITY, MARYLAND
Prepared For Prepared By:

Maryland Economic Development Corporation (MEDCO) STV Incorporated
Citigroup 7125 Ambassador Road, Suite 200
Stifel, Nicolaus & Company, Inc. Baltimore MD 21244
Siesert Williams Shank
November 11, 2020
B-1
TABLE OF CONTENTS
1.0 INTENDED USE ...................................................................................................................... 1

2.0 PORT COVINGTON CHAPTER 1 OVERVIEW ................................................................... 2
3.0 LAND USE REVIEWS ............................................................................................................ 6
4.0 INFRASTRUCTURE IMPROVEMENTS ............................................................................. 15
5.0 ENVIRONMENTAL REVIEW ............................................................................................. 17
6.0 HINDERANCES TO DEVELOPMENT ............................................................................... 20
APPENDICES
APPENDIX A SUBDIVISION PLAT
APPENDIX B PORT COVINGTON ZONING INFORMATION
APPENDIX C DEVELOPMENT PLAN APPROVAL INFORMATION
APPENDIX D SWM MASTER PLAN APPROVAL
APPENDIX E INFRASTRUCTURE INFORMATION
APPENDIX F CONSTRUCTION SCHEDULE
APPENDIX G DPW SANITARY CAPACITY LETTER & DPW MOU
APPENDIX H FIRE FLOW INFORMATION
APPENDIX I ENVIRONMENTAL MAPS
APPENDIX J GEOTECH
B-2
ENGINEERING REPORT
PORT COVINGTON CHAPTER I
November 11, 2020
1.0 INTENDED USE
The intended use of this Engineering Report is for inclusion in a limited offering memorandum
for the issuance of bonds by the Maryland Economic Development Corporation (MEDCO) to
finance public improvements for the benefit of Baltimore City’s Port Covington Development
District and Special Taxing District.
Page | 1
B-3
2.0 PORT COVINGTON CHAPTER I OVERVIEW
The Port Covington Master Plan (the Master Plan) proposes to transform approximately 230
acres of underutilized industrial land in the Port Covington Development District and Special
Taxing District into a dynamic mixed-use community for people to work, live, shop and
recreate in Baltimore City. The Master Plan is anticipated to evolve over the next 20-30 years.
The Master Plan for Port Covington was approved by the Baltimore City Planning Commission
on June 23, 2016. The Master Plan provides for approximately 46 blocks of mixed-use urban
redevelopment; over forty (40) acres of open space; a unique multi-use path, transit and bicycle
connectivity; and public access to the waterfront.
Port Covington is a peninsula located south of Baltimore City’s downtown along the Middle
Branch of the Patapsco River south of Interstate-95. The Chapter I site is south of McComas
Street, east of Hanover Street, and south and east of the existing Sun Papers’ facility.
LIMIT OF
CHAPTER I
Public
Infrastructure
Improvements
Exhibit 1 Port Covington Chapter I Public Infrastructure Improvement Limits
Page | 2
B-4
As shown on Exhibit I – Port Covington Chapter I Aerial Photograph - the Port Covington
Chapter I site is primarily unimproved land north of East Cromwell Street. South of East
Cromwell Street are the Rye Street Tavern, Sagamore Spirit Distillery and Tidewater Yacht
Service Center. As part of the evolution of Chapter I, the Tidewater site will be replaced with
development parcels.
The site is located partially in the Critical Area and Critical Area Buffer, and is partially located
in a Tidal-Flood Zone (See Section 4.0 Environmental Review).
Chapter I is approximately 62 acres (based on the approved subdivision plat) and is the initial
phase of development. Port Covington Subdivision II, approved by the Planning Commission
on April 18, 2019, set a new street grid and created the development lots within Chapter I.
Appendix A provides a copy of the approved recorded Port Covington Subdivision II for
Chapter I.
Chapter I includes the proposed street grid to accommodate Chapter I private development.
This effort includes:
x Realignment of East Cromwell Street between West Peninsula Drive and McComas
Street;
x Extension of West Peninsula Drive north one block; and
x Construction of new streets:
o Banner Street
o Anthem Street
o Rye Street
o Distillery Street
o Tidewater Street
o Atlas Street
The Port Covington Phasing Plan for Chapter I is Exhibit II on the next page.
Page | 3
B-5
B-6
Exhibit II Chapter I Phasing Plan

Page | 4
The development lots within Chapter I are listed in Table 1 below:
TABLE 1 – PORT COVINGTON CHAPTER I DEVELOPMENT LOTS
Master Plan Parcel Address Use

Complete 13 Rye Street Rye Street Tavern
Complete 301 E. Cromwell Street Sagamore Distillery
E-1 250 Atlas Street Residential/Retail
E-3 400 Atlas Street Interim Parking
2400 Banner Street Parking/Plaza
E-5A 2400 Anthem Street- West Office/Retail
E-5B 2400 Anthem Street – East Residential Retail
E-6 255 Atlas Street Rye St. Residential/Retail
E-7 301 Atlas Street Rye St. Market
E-8 2400 Tidewater Street Interim Parking
E-10 301 E. Cromwell Land Unit 7 Portion Interim Parking
And portion of 255 E. Cromwell
E-14 Interim Parking
Page | 5
B-7
3.0 LAND USE REVIEWS
Port Covington Zoning
At the time the Port Covington Master Plan was being developed, the City of Baltimore was
undertaking a comprehensive rezoning effort known as Transform Baltimore. During Port
Covington’s master plan review, which included presentations to the Urban Design and
Architectural Review Panel (UDARP) and during master plan implementation discussions
with the Planning Department, it became clear that a zoning category allowing the variety of
uses and massing desired for Port Covington would need to be developed in order to implement
the master plan.
The massing was comparable to the proposed downtown commercial/mixed-use zoning

category; however, there were numerous uses desired for Port Covington that were not seen as
appropriate for downtown or other commercial mixed-use districts. These uses were primarily
related to manufacturing, allowing existing businesses to remain in Port Covington while
accommodating light manufacturing, innovative maker space (computer-generated and artist),
and research and laboratory facilities as part of the master plan. The intent of the Port
Covington Zoning District is outlined in the Zoning Code.
“The Port Covington Zoning District is intended to establish

the standards to accommodate the transition of the Port
Covington area, located along the north shore of the Middle
Branch of the Patapsco River, from a heavy industrial area to
a high intensity, mixed-use, waterfront-oriented area over
time. The standards recognize that this area is unique because
of both its waterfront access and separation from established
neighborhoods to the north by elevated portions of I-95 and a
heavy rail line. The Port Covington Zoning District is
designed to accommodate an office-industrial headquarters
campus and adjacent high-intensity mixed-use with recreation
and entertainment amenities to promote a live-work-play
community with an ecologically sustainable environment.”
Appendix B provides a Zoning Map for Port Covington Phase I and information on Port
Covington’s subdistricts, bulk regulations and parking.
Page | 6
B-8
There are four subdistricts within the Port Covington Zoning Category. The Zoning Code
describes these districts as:
“The PC-1 Subdistrict is characterized by commercial use,

entertainment, attractions, open-space, waterfront, and
recreational amenities that create a focal point within the Port
Covington Zoning District. The standards recognize that
development within this subdistrict is to be ecologically
sustainable, oriented to both the street edges and the Middle
Branch Waterfront, and predominantly pedestrian-oriented.
Development is generally mid-scale to promote connectivity
between the waterfront and adjoining subdistricts.
The PC-2 Subdistrict is characterized by a wide mix of uses,

including residential, commercial, office, open-space,
recreation and entertainment amenities, waterfront and light
industrial in a dense urban setting. The standards recognize
that the development in this subdistrict is to accommodate a
high-density, walkable, mixed-use environment.
The PC-3 Subdistrict is characterized by a wide mix of uses

including residential, commercial, office, open-space,
recreation and entertainment amenities, as well as industrial
uses as part of a live-work-play community. The standards
recognize that this subdistrict is designed to accommodate the
transition from a historically industrial area to a medium-
density, walkable, mixed-use environment.
The PC-4 Subdistrict is characterized as an office-industrial

campus on the waterfront that can accommodate the
international headquarters of a major corporation. The
standards are intended for architecturally coordinated office
and industrial structures built in a campus-like atmosphere,
which includes a focus on recreation amenities. This
subdistrict provides standards to promote ecologically
sustainable design and accommodate a high-density walkable
environment for this waterfront campus.”
The Port Covington Zoning District and subdistricts were created to allow private development
compatible with the Master Plan to proceed by-right. In addition to special use categories and
substantial height, the PC Zoning District provides for generous bulk regulations and flexible
parking regulations. The regulations provide for development intended to foster a walkable urban
area.
Page | 7
B-9
For example, there are no yard setbacks required, and only the PC-1 and the PC-3 Zoning
Districts have height limits of 100 feet and 200 feet respectively.
Parking need not be on the same lot as the principal use. Parking may be located anywhere in
a Port Covington Zoning District. This allows for flexibility and evolution of the master plan.
The master plan calls for parking garages to be located throughout the development and most
projects are not anticipated to accommodate parking on site. The overall concept is to allow
the parking to be located along routes where people enter the master plan area. This helps
minimize internal vehicular congestion and makes streets more pedestrian and bike friendly.
This provision of the Zoning Code also allows interim parking lots to be provided as the master
plan is evolving.
Additionally, open-space uses (except for recreational marinas) and commercial uses with a
gross floor areas less than 25,000 square feet are exempt from parking requirements. The
commercial use exemption applies to any commercial uses with a gross floor area of less than
25,000 square feet even if there are other commercial uses located on the same lot. This
exemption was provided to accommodate uses that are amenities to a walkable urban
community.
The Port Covington Zoning Districts and Subdistricts were designed to be the tool for
implementing the Master Plan and to minimize the probability of any project requiring zoning
variances. The goal was by-right development.
Chapter I development parcels, as outlined on page 2, are within the PC-1 and PC-2
Subdistricts, which allows for by-right development.
A small portion of the Chapter I area is part of the Port Covington Planned Unit Development.
This PUD was designed to accommodate mixed-use and headquarters development. As shown
in Appendix B on the Zoning Map, only a small portion of Parcel E7, The Rye Street Market
site, is within the PUD boundary. The Planning Commission has approved this project’s
Development Plan; the Planned Unit Development will not require further hearings in order
for the Planning Department to sign the building permit.
The Port Covington Master Plan, including Chapter I, is not in a Commission for Historical
and Preservation District (CHAP) or a National Register District.
The Port Covington Master Plan, including Chapter I, is not located within a designated urban
renewal plan area.
Page | 8
B-10
Development Sites’ Land Use and Zoning Analysis
As described in the Port Covington Zoning Section above, the PC Zoning Districts were
designed specifically to encourage dense mixed-use development and provide a by-right
entitlement.
For the five parcels currently under review for development (Chapter 1B), all are permitted
by-right for use and massing. All parking for zoning purposes can be accommodated in the
garage on E1.
Additionally, as shown on the Port Covington Chapter I Phasing Plan, interim parking lots are
shown on E3, 2400 Banner Street, E8 and E-14 as well as on property adjacent to E-10 and on
property west of West Peninsula Drive.
Table 2 below provides the program information, as shown on the Development Plans for each
parcel, as approved by Planning Commission on July 11, 2019.
TABLE 2 – DEVELOPMENT PLAN APPROVAL
Parking Provided
Parcel Address Residential Retail Office Other
On Site
E1 250 Atlas Street 142 Units 23,601 SF N/A N/A 1030 spaces
E5-A 2200 Anthem Street N/A 9,849 SF 186,878 SF N/A 17 spaces**

61 Hotel
E5-B 2200 Anthem Street N/A 6,310 SF N/A Rooms and N/A**
Amenities
E6 255 Atlas Street 251 Units 17,157 SF N/A N/A N/A**
9,125 SF
E7 301 Atlas Street N/A 59,144 SF 160,276 SF Amenity N/A**
Space
Total 392 units 116,061 SF 347,154 SF 1047 spaces
** Per Planning Commission Approval received on July 11, 2019, required parking is satisfied
via parking provided in Building E1. Documentation provided in the Planning Commission
Staff Report contained in Appendix C.
Page | 9
B-11
Approval Process and Types
The majority of approvals required for private development lots within Port Covington Chapter
I relate to the routine Baltimore City Administrative review and the Building Permit process.
The only exception to this is Planning Commission approval. On April 18, 2019, the Planning
Commission approved Port Covington Subdivision II – the Chapter I subdivision. This
subdivision has been recorded. A condition of the Planning Commission approval is that each
development must be approved by the Planning Commission. Normally, this Development
Plan approval is done at the same time as the subdivision. However, since this Master Plan will
be implemented over time, the subdivision, setting the lots was approved, allowing each
development to return to Commission as projects come to fruition.
Development Plans for Parcels E-1, E-5A, E-5B, E6 and E7 were approved by Planning
Commission on July 11, 2019. These parcels are the locations of the intended development in
Chapter I. Appendix C provides a copy of the Planning Department staff report and approval
letter.
The Administrative review process for Port Covington projects includes the following:
x Predevelopment Meeting with the Planning Department: This is the starting point for
any development project. The purpose of this meeting is for the development team to
explain to the City the proposed project. The Planning Department provides
comments on the project itself, and outlines the review and approval process. All
projects completed this step in the process. The Predevelopment Meetings for all five
projects were held in January and February of 2019.
x Forest Stand Delineation for Critical Area, Critical Area Buffer and Forest
Conservation Areas: A first step for any project located in the Critical Area (area
adjacent to tidal waters) or any project disturbing 20,000 SF outside of the Critical
Area is to provide a Forest Stand Delineation for the site. This evaluation establishes
the site vegetation, slopes, jurisdictional wetland and other environmental assets
existing on a site per the Chesapeake Bay Critical Area and Forest Conservation
regulations.
For Port Covington Chapter I, this assessment was completed and accepted by the
Baltimore City Planning Department’s Environmental staff and the State Critical
Area Commission on April 25, 2019. The documentation of existing on-site
vegetation and the mitigation requirements for Port Covington Chapter I is provided
in the March 20, 2019 letter sent to the Baltimore City Department of Planning’s
Office of Sustainability.
Page | 10
B-12
The Forest Stand Delineation for the Forest Conservation Area, Critical Area (Non-
Buffer) and Critical Area Buffer for Port Covington Chapter I has been approved by
the Baltimore City Planning Department and the State Critical Area Commission, and
no further action is needed.
x Urban Design and Architectural Advisory Panel (UDAAP): Formerly known as

UDARP during the master plan approval process, UDAAP is a panel of architects,
landscape architects and design professionals appointed by and advisory to the
Director of Planning. All projects having significant impact on the public realm go
before this panel. It is anticipated that all projects within Port Covington will be
reviewed by UDAAP. There are usually, but not always, three reviews for each
project: Concept, Schematic and Final. The team architects lead the presentations,
which occur at an open meeting.
All five of the development parcels located within Chapter I of Port Covington
received final review and approval recommendation from UDAAP in April 2019.
x Site Plan Review Committee (SPRC): The SPRC is a committee made up of various
City agencies and chaired by the Department of Planning. The overarching purpose
of this group is to ensure that projects will function well within the existing
surrounding built environment. Site plan information is the primary review;
however, SPRC also requests conceptual information on building elevations and
landscaping. Agencies includes on SPRC are: Planning Department (Development
Review, Environmental Review, Community Planning); Department of Public
Works (Environmental Review & Utility Engineering); Department of
Transportation (Traffic Engineering, Highway Engineering and Traffic Mitigation);
Parking Authority, Department of Housing and Community Development (Zoning
and Plans Examining), and other agencies as appropriate. SPRC review and approval
must be completed before Planning Commission schedules the Development Plan for
a hearing. SPRC review and approval has been completed for all subject projects.
All five of the development parcels located within Chapter I of Port Covington
received final approval from SPRC in July 2019.
x Critical Area/Forest Conservation Mitigation: The second step in Forest

Conservation and Critical Area mitigation process is for each individual project to
submit planting mitigation plans for each area (Forest Conservation, Critical Area –
Non-Buffer and Critical Area Buffer). For these five projects all are within the
Critical Area (Non-Buffer). E-1 has a small area in the Forest Conservation Area.
Page | 11
B-13
The Mitigation Plan for each of the five Chapter I projects was submitted as part of
the Building Permit as the Landscape Plan. Prior to formally submitting these plans
as part of the Building Permit, the aesthetics of the landscape design was reviewed as
part of UDAAP. Copies of the plans were also provided to the Baltimore City
Department of Planning’s Sustainability Office. The Planning Department has sent
this documentation to the State Critical Area for review and comment. Critical Area
approvals have been received for all five vertical projects as documented in Table 3:
Development Process Approval Status.
x Storm Water Management: Stormwater Management has two review phases. The
Concept Phase and Final approvals.
A Master Plan for Port Covington Stormwater Management was submitted to the
Department of Public Works and approved on December 7, 2016. A copy of the
approval letter is included in Appendix D. This approved Master Plan serves as
Concept Stormwater Management approval and future parcels need only Site
Development and Final Stormwater Management approvals. The final approval also
includes Erosion and Sediment Control documents.
Technically, Stormwater Management, and Erosion and Sediment Control are part of
the Building Permit process. However, these plan sheets and analysis are usually
submitted directly to the Department of Public Works for review.
The stormwater management review occurs simultaneously with the review of the
other components of the Building Permit. All of the subject projects have submitted
Stormwater and Sediment Erosion Control plans as part of their Building Permit in
either October or November 2019 and all that remains for permit approval is payment
of fees and/or posting of sureties.
Building Permit: The Building Permit includes the architectural, civic, mechanical-
electrical-plumbing, structural, and landscape plans for a project. Plans are submitted
to the Plans Examining Office, Department of Housing and Community
Development electronically. These building permit plans take 8-12 weeks for review.
All of the subject projects have submitted Building Permits and in position for permit
release once mitigation fees and sureties are paid/posted as documented in Table 3:
Development Process Approval Status.
Page | 12
B-14
x Developer’s Agreement: The Developer’s Agreements are with the City for work to
be done in the public right-of-way. The Developer’s Agreements for work in the
proposed rights-of-way (as shown on the approved Subdivision Plat for Chapter I)
have been submitted as Developer’s Agreements #1427D and #1427E. Developer’s
Agreement #1427D was approved by the Board of Estimates on September 25, 2019
and the City has signed the mylars of the 100% plans set; #1427E was approved by
the Board of Estimates on November 20, 2019 and the mylars for the 100% plans set
was approved by Baltimore City in January 2020.
The design includes: street sections, sidewalks sections, stormwater

management/sediment and erosion control, traffic signals, public utilities and
conduit, and streetscape (hardscape, planting and street furnishings).
x Traffic Mitigation: In Baltimore City, projects with more than 10 dwelling units or
more than 15,000 SF of non-residential use are required to abide by the City’s Traffic
Mitigation Rules and Regulations. Port Covington is located within the South
Baltimore Middle Branch Traffic Mitigation Zone. In Traffic Mitigation Zones,
applicants are not required to pay for a traffic study; traffic mitigation is addressed
by paying a fee based on trip generation. The Traffic Zone mitigation fees are based
on trip generation per Traffic Engineering standards. The trip generation is adjusted
to accommodate Baltimore’s urban condition and trips are reduced for transit
ridership, and non-vehicular modes (walking and biking). This reduced trip
generation is multiplied by a fee, which has been approved by the Board of Estimates.
This fee must be paid prior to approval of the Building Permit.
Once these approvals are obtained, the Construction Manager arranges a meeting with the
City’s Inspector prior to commencing with construction.
All of the remaining approvals are Administrative reviews subject to the permit meeting
prescribed design standards. They are not discretionary approval; (approvals that require public
hearings – for example).
Page | 13
B-15
TABLE 3 DEVELOPMENT PROCESS APPROVALS STATUS
Approval E1 E5A E5B E6 E7

250 Atlas Street 2200 Anthem 2200 Anthem 255 Atlas 301 Atlas Street
Street Street Street
Pre-Development Complete Complete Complete Complete Complete
Meeting
Forest Stand Complete Complete Complete Complete Complete
Delineation
UDAAP April 25, 2019 April 25, 2019 April 11, 2019 April 11, 2019 April 25, 2019
SPRC June 2019 June 2019 June 2019 June 2019 June 2019
Development Plan July 11, 2019 July 11, 2019 July 11, 2019 July 11, 2019 July 11, 2019
–
Planning
Commission
Planting March 20, 2020 December 20, January 10, 2020 January 10, January 10, 2020
Mitigation – 2019 2020
B-16
Planning and State

Review
Storm Water ESD #7211J ESD #7211L ESD #7211N ESD #7211M ESD #7211K
Management
Building Permit Permit Number Permit Number Permit Number Permit Number Permit Number
2019-2456 2019-1745 2019-2417 2019-2416 2019-2192
Filed on October Filed on July Filed on October Filed on Filed on October
8, 2019** 23, 2019** 9, 2019** October 9, 16, 2019**
2019**
** All that remains to pull Building Permits is payment of Traffic Mitigation Fees, payment of Stormwater
Management Fees and posting of Stormwater Management Sureties.
Page | 14
4.0 INFRASTRUCTURE IMPROVEMENTS
Infrastructure Costs
STV has reviewed a construction cost estimate (Chapter 1B 95% GMP) prepared by Whiting-
Turner (d. November 1, 2019). The estimate is based on 95% construction documents and
includes site demolition, mass grading, public utilities, hardscape, landscape, drainage, lighting
and other miscellaneous site improvements. STV believes it reflects a reasonable estimate of
construction costs considering the scope of work being performed. The detailed Cost Estimate
has been included as Appendix E.
Total construction cost is $67.1M, which includes $1.87M in contingency, various allowances
(i.e. Hazmat remediation, unsuitable soils, unknown utility obstructions, extended sediment
control maintenance) and 3% contractor profit.
Construction Schedule for Public Improvements
The Whiting-Turner construction schedule provides for various activities to occur concurrently
and in sequence across the project site. Per a October 26, 2020 conversation with Mr. Todd
Poindexter (Whiting Turner’s Project Manager), the following dates were confirmed. Mass
grading started in May 2019 and is anticipated to be completed in the Q1 of 2021. Temporary
utility relocation (utilities within the bed of Cromwell Street) started in September 2019 and is
anticipated to be completed in Q2 of 2021. The Advanced Developer’s Agreement (#1427D)
work began in December 2019. The remaining public infrastructure improvements will be
completed under Public Works Developer’s Agreement (#1427E) and is anticipated to be
completed in 2024.
The Construction Schedule has been included as Appendix F, which identifies schedule logic,
sequences and durations. Note that the schedule has not yet been updated by Whiting-Turner
to refect the schedule as summarized above.
Utility Availability
x Storm Drain: A new public storm drain system has been designed in accordance with
Baltimore City standards and approved through Baltimore City via Public Works
Developer’s Agreement #1427D and #1427E. In accordance with City requirements,
the system has been designed to carry a 10-year storm event at 2/3 full capacity,
thereby providing greater flood resiliency. The site has been designed to provide
overland relief—allowing stormwater to sheet flow to the waterfront should an
extremely large flood event be experienced that would overwhelm the storm drain
system.
Page | 15
B-17
x Sanitary Sewer: A new public sanitary sewer system has been designed in
accordance with Baltimore City standards and approved through Baltimore City via
Public Works Developer’s Agreement #1427D and #1427E. STV estimated sanitary
sewer loads for the Chapter I development and submitted them to the Baltimore City
DPW Wastewater Analyzer’s Office. Baltimore City DPW issued a letter (dated
April 8, 2019 and provided as Appendix G) documenting availability of sanitary
sewer for the project. In response to the letter, the developer is constructing a new
sanitary main in McComas Street to carry the 173,712 GPD of allowable flow under
Public Works Developer’s Agreement #1427E and a temporary holding tank for the
remaining 475,000 GPD of sewer flow which will be permitted through DPW’s
Office of Engineering and constructed under a building permit issued through the
Baltimore City Department of Housing and Community Development (“HCD”).
Installation a holding tank is necessary due to the City’s wastewater system operating
under a Modified Consent Decree (“MCD”) with the U.S. Environmental Protection
Agency (“EPA”), which limits sanitary capacity. The holding tank will address this
capacity issue by allowing effluent from Chapter 1 to be temporarily detained from
entering the City’s wastewater system during a wet weather event, which causes the
City’s sanitary sewer to exceed its maximum flows. Once the City’s system has
restored to its normal operation(s), the holding tank will release its effluent back into
the wastewater system.
x The holding tank is being jointly designed by the Developer and DPW, and
will be ultimately owned and operated by DPW in accordance with the MOU
between the City and Developer dated [March 16, 2020] (“the DPW MOU”)
which is appended to this report in Appendix G.
x Beyond Chapter 1, additional improvements to the sanitary sewer system are

required to accommodate Port Covington’s Master Planned density. The
DPW MOU contemplates this Long-Term Solution as an on-site wastewater
treatment facility which will be designed and permitted with the collaboration
of the City.
x Water: A new public water system has been designed in accordance with Baltimore
City standards and approved through Baltimore City via Public Works Developer’s
Agreement #1427D and #1427E. A WaterCAD Simulation Model was completed in
February 2019 based on fire flow test results completed by Baltimore City. (Fire
Flow Test Information is provided in Appendix H) The simulation model was
developed as a tool to analyze water main sizing and placement to meet future water
demands for the Chapter 1 project. STV obtained fire flow test data at the perimeter
of the Chapter 1 project site and this data was input into the model to determine
projected flows and pressures throughout the system taking into account anticipated
head losses. Throughout the water distribution system, a minimum anticipated flow
of 1500 GPM at 20 psi is expected.
Page | 16
B-18
x Electric and Telecommunication Service: A new public concrete encased conduit
system has been designed in accordance with Baltimore City standards and approved
through Baltimore City via Public Works Developer’s Agreement #1427D and
#1427E. Baltimore Gas and Electric has provided input in terms of routing, size and
number of ducts to provide for sufficient capacity to serve the project with electric
service, which includes spare ducts for future capacity needs. The conduit system
will be constructed by the developer and BGE will energize the conduct system after
construction. The conduit system includes dedicated telecommunication conduits for
use by the selected providers for telecommunication service.
Conclusion
Based on STV Incorporated’s analysis, including preparation of the Developer’s Agreements, the
storm drain system, public water system, sanitary sewer system (subject to requirements per the
Department of Public Works) and the electric and telecommunications system will be adequate to
serve the size and scope of Chapter I. This includes the existing City infrastructure, the
construction of a new sanitary holding tank and the proposed Developer’s Agreement
improvements.
5.0 ENVIRONMENTAL REVIEW
Flood Plain Information
A portion of the site is located within the 500-yr floodplain, as depicted on FEMA Flood
Insurance Rate Map 2400870025F, revised April 2, 2014. As part of the comprehensive
approach to the master plan, the Chapter I area is being mass graded and will be at least 2-feet
above the Tidal Flood Elevation. This allows each development team to develop sites with the
first floor at grade with the proposed streets and 2-feet freeboard of the FEMA flood elevation.
Finish floor elevations of the subject projects are designed to be elevated to ensure they will
not be affected by such an event.
A copy of the FEMA and other Environmental Plans are located in Appendix I.
Identification of Wetlands
There are no jurisdictional wetlands located within the Chapter I portion of the Port Covington
Master Plan. This has been confirmed by Ms. Cheryl Kerr from the Maryland Department of
the Environment as per a May 30, 2018 site meeting.
Page | 17
B-19
Critical Area and Forest Conservation Information
There are two types of environmental mitigation that require a project to evaluate on site
vegetation and require mitigation:
x Chesapeake Bay Critical Area: The State of Maryland requires each jurisdiction to
regulate the first 1000 feet of land adjacent to tidal waters. In addition, there are more
stringent standards for the first 100 feet, as measured from mean high tide. The
overarching purpose of the Critical Area regulations is to reduce the pollutant load
into the Chesapeake Bay. This is done by retaining and enhancing natural shoreline
where possible, providing planting areas and reducing phosphorus as part of
stormwater management. Baltimore City has promulgated regulations in compliance
with State requirements. Projects are required to follow the City’s Critical Area
Manual.
x Forest Conservation: The State of Maryland requires each jurisdiction to provide for
Forest Conservation. Baltimore City’s requirements include planting mitigation for
forest and specimen tree removal, and disturbance of land.
The first step for both the Critical Area and Forest Conservation processes is to
provide a Forest Stand Delineation, which documents the existing on site vegetation
and other environmental elements, such as steep slopes and regulated wetlands. A
Forest Stand Delineation for Chapter I was submitted to the City of Baltimore,
Planning Departments Coastal Resources Planner on March 20, 2019.
This Forest Stand Delineation also documented the amount of planting required for
mitigation within Chapter I, should all on-site vegetation be removed.
The Forest Stand Delineation for Forest Conservation, Critical Area (Non-buffer) and
Critical Area Buffer for Port Covington Chapter I, which showed existing conditions
and mitigation requirements, was approved by both the Baltimore City Department
of Planning and the State Critical Area Commission.
The second step for both processes is to provide Forest Conservation planting plans.
These plans document how the mitigation planting will be accommodated.
Each private development site and the Developer’s Agreement is required to submit
a Mitigation Plan. The mitigation for each site may be met by planting on site and/or
a fee-in- lieu. The mitigation approach for each Chapter I development parcel was
submitted and approved by Baltimore City Planning.
Page | 18
B-20
Additionally, as part of the Critical Area submission, calculations for phosphorus and
pollutant load reduction is submitted as part of the Stormwater Management
submission.
Forest Conservation approvals have been received for all five vertical projects as
documented in Table 3: Development Process Approval Status.
Storm Drain Outfalls
The two proposed storm drain outfalls into the Middle Branch of the Patapsco River required
a Joint Permit Application and Tidal License, which was obtained. The permit was amended
to reflect the current storm drain design through the “Major Modification Process” in
December 2019.
Environmental Chronology and Path to Closure
Geo Technology Associates, Inc.’s November 15, 2019 summary of the Environmental
Chronology and Path to Closure is provided in Appendix J.
Page | 19
B-21
6.0 HINDERANCES TO DEVELOPMENT
Each project will fulfill the requirements for their own Building Permits, Developer’s
Agreements, Critical Area submissions and will pay for Traffic Mitigation in order to obtain
approval for their construction plans.
There is one element for which the City provided conditions for approval. The April 8, 2019
Port Covington Sewer Capacity, Chapter I letter from the Department of Public Works
provided conditions regarding sanitary capacity.
The Proposed Sanitary Load (provided by Prime A/E) is for 648,493 Gallons per Day (GDP).
As confirmed by the Department of Public Works, based on the City’s hydraulic model, the
existing system can accommodate 173,712 GPD average floor for the new sanitary flow from
Chapter I by the existing McComas Street Pumping Station.
The April 8, 2019 letter, stipulated that in order to accommodate 173,712 GPD, the Developer
would need to construct a sewer main and connect to the existing sewer at McComas and East
Cromwell Street to accommodate the increased flows. This connection is accommodated in
Developer’s Agreements #1427D and #1427E.
The letter also confirmed that 474,781 GPD projected by the Chapter I developments could
not be handled by the City’s existing system. The Department of Public Works recommended
either construction of a Temporary Storage Facility or Utilizing Water Reuse Technologies.
Pursuant to the March 16, 2020 MOU between the City of Baltimore and Weller Development
Company (WDC), WDC is pursuing the design and construction of a temporary holding tank
for the remaining 475,000 GPD of required sewer flow. WDC continues to work with the City
of Baltimore on the design of the tank. WDC has a Non-Disclosure Agreement with the City
to use GIS information. Coordination for the timing for implementation of this temporary
holding tank for private development is ongoing with the Department of Public Works. The
MOU is appended to this report in Appendix G.
Page | 20
B-22
Limit of Chapter I
Public Infrastructure
Improvements
B-23
APPENDIX A
Port Covington Chapter I Subdivision Plat
B-24
B-25
B-26
B-27
APPENDIX B
Port Covington Zoning Map and
Zoning District Information
B-28
B-29
B-30
B-31
B-32
B-33
B-34
B-35
B-36
B-37
B-38
B-39
APPENDIX C
Development Plan Approval
Information
B-40
B-41
B-42
B-43
B-44
B-45
B-46
B-47
B-48
B-49
B-50
APPENDIX D
DPW Stormwater Management Master Plan
Letter
B-51
B-52
B-53
APPENDIX E
Infrastructure Information
B-54
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ϮZϬϮ DĂƐƐ'ƌĂĚŝŶŐ Ψϰ͕ϭϬϯ͕ϬϮϳ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϮϵϲ͕ϱϬϬ͘ϬϬ Ψ ϰ͕ϯϵϵ͕ϱϮϳ͘ϬϬ
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ϯdϬϮ hŶŝƚWĂǀĞƌƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϳϳϵ͕ϲϳϳ͘ϬϬ Ψ Ϯ͕ϳϳϵ͕ϲϳϳ͘ϬϬ
ϯdϬϯ ƐƉŚĂůƚWĂǀŝŶŐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϯϮϴ͕ϳϱϬ͘ϬϬ Ψ Ϯ͕ϯϮϴ͕ϳϱϬ͘ϬϬ
ϯdϬϰ ƐƉŚĂůƚdŝĞͲ/ŶƐ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ ϭϬϬ͕ϬϬϬ͘ϬϬ
ϯdϬϲ ŵĞŶŝƚŝĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϳϰϯ͕ϴϳϳ͘ϬϬ Ψ Ϯ͕ϳϰϯ͕ϴϳϳ͘ϬϬ
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ϰdϬϵ ^ĂŶŝƚĂƌǇ^ĞǁĞƌ Ψ Ͳ Ψ Ͳ Ψϰ͕ϵϬϴ͕Ϯϲϰ͘ϬϬ Ψ Ͳ Ψ ϰ͕ϵϬϴ͕Ϯϲϰ͘ϬϬ
ϰZϬϱ ^ƚŽƌŵƌĂŝŶ ΨϭϯϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψϲ͕ϴϵϱ͕ϵϬϲ͘ϬϬ Ψ Ͳ Ψ ϳ͕ϬϮϱ͕ϵϬϲ͘ϬϬ
ϰdϭϬ ^ŝƚĞ&ƵĞůŝƐƚƌŝďƵƚŝŽŶ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϲϬ͕ϬϬϬ͘ϬϬ Ψ ϲϬ͕ϬϬϬ͘ϬϬ
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30
dĞŵƉŽƌĂƌǇƵƚŝůŝƚŝĞƐƚŽŵĂŝŶƚĂŝŶƐĞƌǀŝĐĞƐĨŽƌĞǆŝƐƚŝŶŐ
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hŶƐƵŝƚĂďůĞŽƌƵŶƵƐĂďůĞƐŽŝůƐ Ψ Ͳ Ψ Ͳ ΨϱϬϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ ϱϬϬ͕ϬϬϬ͘ϬϬ
dĞƐƚŝŶŐĂŶĚ/ŶƐƉĞĐƚŝŽŶƐĞƌǀŝĐĞƐ Ψϳϱ͕ϬϬϬ͘ϬϬ ΨϭϬ͕ϬϬϬ͘ϬϬ ΨϭϰϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ ϮϮϱ͕ϬϬϬ͘ϬϬ
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ϳtdϬϮ tŚŝƚŝŶŐͲdƵƌŶĞƌ'ĞŶ͘ŽŶĚ͘ͲƵůŬŚĞĂĚ ΨϰϬϳ͕Ϭϳϳ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϰϬϳ͕Ϭϳϳ͘ϬϬ
ŽŵƉŽƐŝƚĞĐƌĞǁůĂďŽƌ ΨϴϮ͕Ϯϭϱ͘ϬϬ Ψ ϴϮ͕Ϯϭϱ͘ϬϬ
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ϴDϬϬ DĐŽŶƚŝŶŐĞŶĐǇ ΨϰϬϵ͕ϴϱϳ͘ϲϴ ΨϱϮ͕ϱϳϯ͘ϳϴ Ψϱϵϴ͕ϰϵϳ͘ϲϲ ΨϴϬϰ͕Ϯϵϳ͘ϯϲ Ψ ϭ͕ϴϲϱ͕ϮϮϲ͘ϰϴ
ŽƐƚŽĨtŽƌŬ^ƵďƚŽƚĂů Ψϭϰ͕Ϯϳϴ͕ϳϲϯ͘ϲϴ Ψϭ͕ϱϵϴ͕Ϭϰϵ͘ϳϴ ΨϮϬ͕ϱϰϴ͕ϰϭϵ͘ϲϲ ΨϮϳ͕ϲϭϰ͕ϮϬϵ͘ϯϲ Ψ ϲϰ͕Ϭϯϵ͕ϰϰϮ͘ϰϴ
ϴtd&ϬϬ tŚŝƚŝŶŐͲdƵƌŶĞƌĨĞĞ ΨϰϬϵ͕ϴϱϳ͘ϲϴ Ψϲϲ͕ϰϰϲ͘ϳϯ Ψϲϭϲ͕ϰϱϮ͘ϱϵ ΨϴϮϴ͕ϰϮϲ͘Ϯϴ Ψ ϭ͕ϵϮϭ͕ϭϴϯ͘Ϯϴ

ϴtd>ϬϬ >ŝĂďŝůŝƚǇŝŶƐƵƌĂŶĐĞ ΨϭϬϰ͕Ϭϭϲ͘ϴϬ Ψϭϴ͕ϲϯϭ͘ϱϴ Ψϭϱϴ͕ϳϯϲ͘ϱϰ ΨϮϭϯ͕ϯϭϵ͘ϳϳ Ψ ϰϵϰ͕ϳϬϰ͘ϲϵ
ϭtdWϬϬ WƌĞĐŽŶƐƚƌƵĐƚŝŽŶĐŽƐƚ ΨϯϱϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϯϱϬ͕ϬϬϬ͘ϬϬ
ϴtdϬϬ tŚŝƚŝŶŐͲdƵƌŶĞƌ;'ͿĚŝƐĐƌĞƚŝŽŶĂƌǇĨĞĞ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϱϬ͕ϬϬϬ͘ϬϬ Ψ ϮϱϬ͕ϬϬϬ͘ϬϬ
WZK:ddKd>^ Ψϭϱ͕ϭϰϮ͕ϲϯϴ͘ϭϲ Ψϭ͕ϲϴϯ͕ϭϮϴ͘Ϭϵ ΨϮϭ͕ϯϮϯ͕ϲϬϴ͘ϳϵ ΨϮϴ͕ϵϬϱ͕ϵϱϱ͘ϰϭ Ψ ϲϳ͕Ϭϱϱ͕ϯϯϬ͘ϰϱ
&KDSWHU%*03 6XPPDU\ 3DJHRI

B-57
30
WŽƌƚŽǀŝŶŐƚŽŶŚĂƉƚĞƌϭ/ŶĨƌĂƐƚƌƵĐƚƵƌĞ
WDKηϭ WDKηϮ WDKηϯ &/E>DK 'DWdKd>
/dDη ^Z/Wd/KE
^ŝƚĞWƌĞƉĂƌĂƚŝŽŶ
ZϬϭ ĞŵŽůŝƚŝŽŶ
ZϬϭ &ƵůůĚĞŵŽůŝƚŝŽŶ͕ƉŚĂƐĞƐϭƚŚƌŽƵŐŚϱ Ψϭ͕ϰϬϮ͕ϰϰϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϭ͕ϰϬϮ͕ϰϰϬ͘ϬϬ
ZϬϭ ĞŵŽůŝƐŚĞǆŝƐƚŝŶŐďƵůŬŚĞĂĚƚŝŵďĞƌƐ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϱϬ͕ϬϬϬ͘ϬϬ
ĞŵŽůŝƚŝŽŶƐƵďƚŽƚĂů Ψϭ͕ϰϱϮ͕ϰϰϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϭ͕ϰϱϮ͕ϰϰϬ͘ϬϬ
ZϬϮ DĂƐƐ'ƌĂĚŝŶŐ
ZϬϮ WƵďůŝĐĚĞǀĞůŽƉĞƌΖƐĂŐƌĞĞŵĞŶƚŵĂƐƐŐƌĂĚĞ͕WŚĂƐĞϭƚŚƌŽƵŐŚϱ Ψϱ͕Ϭϯϳ͕Ϯϳϱ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϱ͕Ϭϯϳ͕Ϯϳϱ͘ϬϬ
ZϬϮ hƐĞĞǆŝƐƚŝŶŐƐƚŽĐŬƉŝůĞǀŽůƵŵĞĨŽƌĨŝůů Ψ;ϵϴϳ͕ϬϬϬ͘ϬϬͿ Ψ Ͳ Ψ Ͳ ΨϮϵϲ͕ϱϬϬ͘ϬϬ Ψ ;ϲϵϬ͕ϱϬϬ͘ϬϬͿ
ZϬϮ DĂƐƐŐƌĂĚĞĂƚďƵůŬŚĞĂĚĂƌĞĂ;ĨƵƚƵƌĞƉƵďůŝĐƉĂƌŬͿ ΨϱϮ͕ϳϱϮ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϱϮ͕ϳϱϮ͘ϬϬ
DĂƐƐ'ƌĂĚŝŶŐƐƵďƚŽƚĂů Ψϰ͕ϭϬϯ͕ϬϮϳ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϮϵϲ͕ϱϬϬ͘ϬϬ Ψ ϰ͕ϯϵϵ͕ϱϮϳ͘ϬϬ
ZϬϯ ^ĞĚŝŵĞŶƚĂŶĚƌŽƐŝŽŶŽŶƚƌŽů
ZϬϯ ŚĂƉƚĞƌϭŝŶĐůƵĚŝŶŐŵĂŝŶƚĞŶĂŶĐĞĚƵƌŝŶŐŐƌĂĚŝŶŐ Ψϴϵϵ͕ϲϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϴϵϵ͕ϲϬϬ͘ϬϬ
ZϬϯ ^ŵĂŝŶƚĞŶĂŶĐĞĂĨƚĞƌŐƌĂĚŝŶŐŝƐĐŽŵƉůĞƚĞ Ψϱϭ͕ϵϲϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϱϭ͕ϵϲϬ͘ϬϬ
ZϬϯ ƵůŬŚĞĂĚƐĞĚŝŵĞŶƚĂŶĚĞƌŽƐŝŽŶĐŽŶƚƌŽů ΨϮϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϮϬ͕ϬϬϬ͘ϬϬ
ZϬϯ ƵƐƚĐŽŶƚƌŽůĂŶĚƐƚƌĞĞƚƐǁĞĞƉŝŶŐ ΨϮϯϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϮϯϬ͕ϬϬϬ͘ϬϬ
ZĞǀŝƐŝŽŶƐƉĞƌĂůƚ͘ŝƚǇŐƌĞĞŶͲƐƚĂŵƉĞĚĚƌĂǁŝŶŐƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ ϱϬ͕ϬϬϬ͘ϬϬ
^ĞĚŝŵĞŶƚĂŶĚƌŽƐŝŽŶŽŶƚƌŽůƐƵďƚŽƚĂů Ψϭ͕ϮϬϭ͕ϱϲϬ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ ϭ͕Ϯϱϭ͕ϱϲϬ͘ϬϬ
ZϬϰ ŽŶƐƚƌƵĐƚŝŽŶĐĐĞƐƐZŽĂĚƐ
ZϬϰ ŽŶƐƚƌƵĐƚŝŽŶĚƌŝǀĞǁĂǇĨŽƌĚŝƐƚŝůůĞƌǇĂŶĚƉŝĞƌ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭϯϲ͕ϰϭϲ͘ϬϬ Ψ ϭϯϲ͕ϰϭϲ͘ϬϬ
ZϬϰ ŽŶƐƚƌƵĐƚŝŽŶĂĐĐĞƐƐƌŽĂĚƐĚƵƌŝŶŐŐƌĂĚŝŶŐĂŶĚƵƚŝůŝƚǇŝŶƐƚĂůůĂƚŝŽŶ ΨϮϯϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϮϯϬ͕ϬϬϬ͘ϬϬ
ZϬϰ ŽŶƐƚƌƵĐƚŝŽŶůĂǇĚŽǁŶĂƌĞĂͬŐĞŶĞƌĂůƐƚĂŐŝŶŐŶĞĞĚƐ ΨϮϭϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϮϭϬ͕ϬϬϬ͘ϬϬ
ŽŶƐƚƌƵĐƚŝŽŶĐĐĞƐƐZŽĂĚƐƐƵďƚŽƚĂů ΨϰϰϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψϭϯϲ͕ϰϭϲ͘ϬϬ Ψ ϱϳϲ͕ϰϭϲ͘ϬϬ
^Ϭϭ &ĞŶĐŝŶŐ
^Ϭϭ /ŶŝƚŝĂůƉŚĂƐĞϭŝŶƐƚĂůůĂƚŝŽŶ͖ĞƐƚ&ĞŶĐĞ Ψϱϱ͕Ϭϱϱ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϱϱ͕Ϭϱϱ͘ϬϬ
^Ϭϭ ŽŶƐƚƌƵĐƚŝŽŶĨĞŶĐŝŶŐ ΨϮϬϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψϴϲ͕ϰϳϮ͘ϬϬ Ψ Ϯϴϲ͕ϰϳϮ͘ϬϬ
^Ϭϭ ŽŶƐƚƌƵĐƚŝŽŶĨĞŶĐĞĂƚďƵůŬŚĞĂĚ Ψϭϵ͕ϲϮϳ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ ϭϵ͕ϲϮϳ͘ϬϬ
^Ϭϭ ŽŶƐƚƌƵĐƚŝŽŶĨĞŶĐĞŐĂƚĞƐ Ψϲ͕ϭϴϬ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϮϭ͕ϯϲϬ͘ϬϬ Ψ Ϯϳ͕ϱϰϬ͘ϬϬ
&KDSWHU%*03 'HWDLO 3DJHRI

B-58
30
^Ϭϭ& DĂŝŶƚĞŶĂŶĐĞ Ψϲ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϭϮ͕ϰϱϮ͘ϬϬ Ψ ϭϴ͕ϰϱϮ͘ϬϬ

^Ϭϭ' ^ĂĨĞƚǇͬƵƐƚĐŽŶƚƌŽůĨĞŶĐĞƐĐƌĞĞŶŝŶŐ ΨϭϬϬ͕ϱϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϮϰ͕ϲϯϴ͘ϬϬ Ψ ϭϮϱ͕ϭϯϴ͘ϬϬ
WƵƌĐŚĂƐĞƐĐƌŝŵĨŽƌƉŚĂƐĞϭ͖ƵŽ ΨϭϮ͕ϲϯϴ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϭϮ͕ϲϯϴ͘ϬϬ
&ĞŶĐŝŶŐƐƵďƚŽƚĂů ΨϰϬϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψϭϰϰ͕ϵϮϮ͘ϬϬ Ψ ϱϰϰ͕ϵϮϮ͘ϬϬ
^ŝƚĞWƌĞƉĂƌĂƚŝŽŶͲdŽƚĂů Ψϳ͕ϱϵϳ͕ϬϮϳ͘ϬϬ Ψ Ͳ Ψ Ͳ ΨϲϮϳ͕ϴϯϴ͘ϬϬ Ψ ϴ͕ϮϮϰ͕ϴϲϱ͘ϬϬ
^ŝƚĞ/ŵƉƌŽǀĞŵĞŶƚƐ
dϬϭ ^ŝƚĞŽŶĐƌĞƚĞ
dϬϭ ŽŶĐƌĞƚĞĐƵƌďƐ͕ŵĞĚŝĂŶƐ͕ƉĂǀŝŶŐ͕ƐƵďƐůĂďƐ͕ƐŝĚĞǁĂůŬƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϯ͕ϯϭϲ͕Ϯϭϯ͘ϬϬ Ψ ϯ͕ϯϭϲ͕Ϯϭϯ͘ϬϬ
dϬϭ ŝŽͲƉŽŶĚĂŶĚƉůĂŶƚĞƌǁĂůůƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭ͕ϬϴϬ͕Ϭϴϳ͘ϬϬ Ψ ϭ͕ϬϴϬ͕Ϭϴϳ͘ϬϬ
dϬϭ ZĞǁŽƌŬĞǆŝƐƚŝŶŐƐŝĚĞǁĂůŬ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϭϬ͕ϬϬϬ͘ϬϬ Ψ ϭϬ͕ϬϬϬ͘ϬϬ
dϬϭ &ŝŶĞŐƌĂĚĞ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϭϱ͕ϬϬϬ͘ϬϬ Ψ Ϯϭϱ͕ϬϬϬ͘ϬϬ
dϬϭ ĂƵůŬŝŶŐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϮϱ͕ϬϬϬ͘ϬϬ Ψ ϮϮϱ͕ϬϬϬ͘ϬϬ
^ŝƚĞŽŶĐƌĞƚĞƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϰ͕ϴϰϲ͕ϯϬϬ͘ϬϬ Ψ ϰ͕ϴϰϲ͕ϯϬϬ͘ϬϬ
dϬϮ hŶŝƚWĂǀĞƌƐ
dϬϮ sĞŚŝĐƵůĂƌĂŶĚƉĞĚĞƐƚƌŝĂŶƉĂǀĞƌƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϳϳϵ͕ϲϳϳ͘ϬϬ Ψ Ϯ͕ϳϳϵ͕ϲϳϳ͘ϬϬ
hŶŝƚWĂǀĞƌƐƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϳϳϵ͕ϲϳϳ͘ϬϬ Ψ Ϯ͕ϳϳϵ͕ϲϳϳ͘ϬϬ
dϬϯ ƐƉŚĂůƚWĂǀŝŶŐ
dϬϯ ƐƉŚĂůƚƌŽĂĚǁĂǇƐĂŶĚďŝŬĞůĂŶĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϯϭϯ͕ϮϱϬ͘ϬϬ Ψ Ϯ͕ϯϭϯ͕ϮϱϬ͘ϬϬ
dϬϯ ZĞǁŽƌŬĞǆŝƐƚŝŶŐĚŝƐƚŝůůĞƌǇůŽƚ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭϱ͕ϱϬϬ͘ϬϬ Ψ ϭϱ͕ϱϬϬ͘ϬϬ
ƐƉŚĂůƚWĂǀŝŶŐƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϯϮϴ͕ϳϱϬ͘ϬϬ Ψ Ϯ͕ϯϮϴ͕ϳϱϬ͘ϬϬ
dϬϰ ƐƉŚĂůƚƚŝĞͲŝŶƐ
dϬϰ DŝƐĐ͘ƚĞŵƉĐŽŶŶĞĐƚŝŽŶƐĚƵƌŝŶŐŐƌĂĚŝŶŐ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ ϭϬϬ͕ϬϬϬ͘ϬϬ
ƐƉŚĂůƚƚŝĞͲŝŶƐƐƵďƚŽƚĂů Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ ϭϬϬ͕ϬϬϬ͘ϬϬ
dϬϲ ŵĞŶŝƚŝĞƐ
dϬϲ ŝŽͲƉŽŶĚĂŶĚƉůĂŶƚĞƌƌĂŝůƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭ͕ϵϰϴ͕ϱϬϬ͘ϬϬ Ψ ϭ͕ϵϰϴ͕ϱϬϬ͘ϬϬ
dϬϲ dƌĂƐŚĂŶĚƌĞĐǇĐůŝŶŐĐĂŶƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϲϯϱ͕ϵϮϳ͘ϬϬ Ψ ϲϯϱ͕ϵϮϳ͘ϬϬ
dϬϲ ĞŶĐŚĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ŝŶĐůƵĚĞĚ Ψ Ͳ
dϬϲ ŝŬĞƌĂĐŬƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ŝŶĐůƵĚĞĚ Ψ Ͳ
dϬϲ dƌĞĞŐƌĂƚĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ŝŶĐůƵĚĞĚ Ψ Ͳ
dϬϲ' ŝƚǇƚƌĂĨĨŝĐƐŝŐŶĂŐĞ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϱϴ͕ϱϱϬ͘ϬϬ Ψ ϱϴ͕ϱϱϬ͘ϬϬ
B-59
30
dϬϲ, tĂǇͲĨŝŶĚŝŶŐƐŝŐŶĂŐĞ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϭϬϬ͕ϵϬϬ͘ϬϬ Ψ ϭϬϬ͕ϵϬϬ͘ϬϬ

dϬϲ: ŽůůĂƌĚƐ͖ϮϰůĂƌŐĞĂŶĚϰϴƐŵĂůů Ψ Ͳ Ψ Ͳ Ψ Ͳ ŝŶĐůƵĚĞĚ Ψ Ͳ
dϬϲ< ŽůůĂƌĚĨŽƵŶĚĂƚŝŽŶƐƉĞƌĐŽƌŶĞƌ Ψ Ͳ Ψ Ͳ Ψ Ͳ ŝŶĐůƵĚĞĚ Ψ Ͳ
ŵĞŶŝƚŝĞƐƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϳϰϯ͕ϴϳϳ͘ϬϬ Ψ Ϯ͕ϳϰϯ͕ϴϳϳ͘ϬϬ
D>Ϭϭ ƵůŬŚĞĂĚ/ŵƉƌŽǀĞŵĞŶƚƐ
D>Ϭϭ ZĞƉůĂĐĞďƵůŬŚĞĂĚ Ψϯ͕ϰϭϬ͕ϲϮϰ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϯ͕ϰϭϬ͕ϲϮϰ͘ϬϬ
D>Ϭϭ dƌĂŶƐĨĞƌďƵůŬŚĞĂĚƐƉŽŝůƐƚŽƐƚŽĐŬƉŝůĞ Ψϱ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϱ͕ϬϬϬ͘ϬϬ
D>Ϭϭ sŝďƌĂƚŝŽŶŵŽŶŝƚŽƌŝŶŐĂůůŽǁĂŶĐĞĨŽƌďƵůŬŚĞĂĚ ΨϮϱ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ϯϱ͕ϬϬϬ͘ϬϬ
^ŚĞĞƚƉŝůŝŶŐŵĂƚĞƌŝĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϲϵϳ͕ϯϵϭ͘ϬϬ Ψ ϲϵϳ͕ϯϵϭ͘ϬϬ
ƵůŬŚĞĂĚ/ŵƉƌŽǀĞŵĞŶƚƐƐƵďƚŽƚĂů Ψϯ͕ϰϰϬ͕ϲϮϰ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψϲϵϳ͕ϯϵϭ͘ϬϬ Ψ ϰ͕ϭϯϴ͕Ϭϭϱ͘ϬϬ
dϬϳ >ĂŶĚƐĐĂƉŝŶŐ
dϬϳ >ĂŶĚƐĐĂƉŝŶŐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭ͕ϯϰϴ͕ϰϲϭ͘ϬϬ Ψ ϭ͕ϯϰϴ͕ϰϲϭ͘ϬϬ
dϬϳ ŝŽͲƉŽŶĚŝŶƚĞƌŝŽƌƐŝŶĐůƵĚŝŶŐŝŶƚĞƌŝŽƌƉŝƉŝŶŐ͕ƐƚƌĂƚĂ͕ĂŶĚŐĂďŝŽŶƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭ͕ϮϳϮ͕ϳϰϵ͘ϬϬ Ψ ϭ͕ϮϳϮ͕ϳϰϵ͘ϬϬ
dϬϳ WůĂŶƚĞƌďŽǆƐŽŝůƐĂŶĚŝŶƚĞƌŝŽƌĚƌĂŝŶĂŐĞ Ψ Ͳ Ψ Ͳ Ψ Ͳ ŝŶĐůƵĚĞĚ Ψ Ͳ
dϬϳ >ĂŶĚƐĐĂƉŝŶŐͲ,ǇĚƌŽƐĞĞĚĨŽƌƚĞŵƉƐƚĂďŝůŝǌĂƚŝŽŶ ΨϭϮ͕ϳϳϱ͘ϬϬ ΨϭϮ͕ϳϳϱ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ϯϱ͕ϱϱϬ͘ϬϬ
dϬϳ tĂƚĞƌŝŶŐƉƌŝŽƌƚŽƉůĂŶƚƐƚĂďŝůŝǌĂƚŝŽŶ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϯϬ͕ϬϬϬ͘ϬϬ Ψ ϯϬ͕ϬϬϬ͘ϬϬ
dϬϳ& WŽƚĞŶƚŝĂůďƵůŬŚĞĂĚůĂŶĚƐĐĂƉŝŶŐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϴϱ͕ϬϬϬ͘ϬϬ Ψ ϴϱ͕ϬϬϬ͘ϬϬ
^ŽŝůĐĞůůƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϰϱϬ͕ϴϰϳ͘ϬϬ Ψ ϰϱϬ͕ϴϰϳ͘ϬϬ
^ĞĐŽŶĚǇĞĂƌŽĨůĂŶĚƐĐĂƉŝŶŐǁĂƌƌĂŶƚǇĂŶĚŵĂŝŶƚĞŶĂŶĐĞ ΨϭϳϮ͕Ϭϯϰ͘ϬϬ Ψ ϭϳϮ͕Ϭϯϰ͘ϬϬ
>ĂŶĚƐĐĂƉŝŶŐƐƵďƚŽƚĂů ΨϭϮ͕ϳϳϱ͘ϬϬ ΨϭϮ͕ϳϳϱ͘ϬϬ Ψ Ͳ Ψϯ͕ϯϱϵ͕Ϭϵϭ͘ϬϬ Ψ ϯ͕ϯϴϰ͕ϲϰϭ͘ϬϬ
^ŝƚĞ/ŵƉƌŽǀĞŵĞŶƚƐͲdŽƚĂů Ψϯ͕ϰϱϯ͕ϯϵϵ͘ϬϬ ΨϲϮ͕ϳϳϱ͘ϬϬ Ψ Ͳ Ψϭϲ͕ϴϬϱ͕Ϭϴϲ͘ϬϬ Ψ ϮϬ͕ϯϮϭ͕ϮϲϬ͘ϬϬ
^ŝƚĞhƚŝůŝƚŝĞƐ
dϬϴ tĂƚĞƌ
dϬϴ ŽŵĞƐƚŝĐǁĂƚĞƌƐǇƐƚĞŵ Ψ Ͳ Ψ Ͳ Ψϭ͕ϳϵϰ͕Ϯϯϵ͘ϬϬ Ψ Ͳ Ψ ϭ͕ϳϵϰ͕Ϯϯϵ͘ϬϬ
dϬϴ ϱǁĂƚĞƌŵĞƚĞƌǀĂƵůƚƐ Ψ Ͳ Ψ Ͳ ΨϮϭϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ ϮϭϬ͕ϬϬϬ͘ϬϬ
tĂƚĞƌŵĞƚĞƌǀĂƵůƚƐĂƚƚĂǀĞƌŶĂŶĚĚŝƐƚŝůůĞƌǇ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϭϬϬ͕ϵϭϳ͘ϬϬ Ψ ϭϬϬ͕ϵϭϳ͘ϬϬ
tĂƚĞƌƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ ΨϮ͕ϬϬϰ͕Ϯϯϵ͘ϬϬ ΨϭϬϬ͕ϵϭϳ͘ϬϬ Ψ Ϯ͕ϭϬϱ͕ϭϱϲ͘ϬϬ
dϬϵ ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
dϬϵ ^ĂŶŝƚĂƌǇƐǇƐƚĞŵ Ψ Ͳ Ψ Ͳ Ψϰ͕ϱϲϴ͕Ϯϲϰ͘ϬϬ Ψ Ͳ Ψ ϰ͕ϱϲϴ͕Ϯϲϰ͘ϬϬ
dϬϵ DĐŽŵĂƐƐĂŶŝƚĂƌǇƐƉŽŝůƐŚĂƵůͲŽĨĨ Ψ Ͳ Ψ Ͳ ΨϮϰϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ ϮϰϬ͕ϬϬϬ͘ϬϬ
dϬϵ ^ƚĂŶĚĂƌĚĚĞǁĂƚĞƌŝŶŐ Ψ Ͳ Ψ Ͳ ΨϭϬϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ ϭϬϬ͕ϬϬϬ͘ϬϬ

B-60
30
^ĂŶŝƚĂƌǇ^ĞǁĞƌƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψϰ͕ϵϬϴ͕Ϯϲϰ͘ϬϬ Ψ Ͳ Ψ ϰ͕ϵϬϴ͕Ϯϲϰ͘ϬϬ
ZϬϱ ^ƚŽƌŵƌĂŝŶ
ZϬϱ ^ƚŽƌŵƐǇƐƚĞŵ Ψ Ͳ Ψ Ͳ Ψϲ͕ϴϵϱ͕ϵϬϲ͘ϬϬ Ψ Ͳ Ψ ϲ͕ϴϵϱ͕ϵϬϲ͘ϬϬ
ZϬϱ ƵůŬŚĞĂĚƐƚŽƌŵǁĂƚĞƌƌĞǁŽƌŬ ΨϭϯϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϭϯϬ͕ϬϬϬ͘ϬϬ
^ƚŽƌŵƌĂŝŶƐƵďƚŽƚĂů ΨϭϯϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψϲ͕ϴϵϱ͕ϵϬϲ͘ϬϬ Ψ Ͳ Ψ ϳ͕ϬϮϱ͕ϵϬϲ͘ϬϬ
dϭϬ ^ŝƚĞ&ƵĞůŝƐƚƌŝďƵƚŝŽŶ
dϭϬ EĂƚƵƌĂůŐĂƐƐůĞĞǀĞĂůůŽǁĂŶĐĞ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϲϬ͕ϬϬϬ͘ϬϬ Ψ ϲϬ͕ϬϬϬ͘ϬϬ
^ŝƚĞ&ƵĞůŝƐƚƌŝďƵƚŝŽŶƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϲϬ͕ϬϬϬ͘ϬϬ Ψ ϲϬ͕ϬϬϬ͘ϬϬ
^ŝƚĞhƚŝůŝƚŝĞƐͲdŽƚĂů ΨϭϯϬ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψϭϯ͕ϴϬϴ͕ϰϬϵ͘ϬϬ ΨϭϲϬ͕ϵϭϳ͘ϬϬ Ψ ϭϰ͕Ϭϵϵ͕ϯϮϲ͘ϬϬ
ůĞĐƚƌŝĐĂů^ŝƚĞ/ŵƉƌŽǀĞŵĞŶƚƐ
dϭϭ ^ŝƚĞůĞĐƚƌŝĐŝƐƚƌŝďƵƚŝŽŶ^ǇƐƚĞŵƐ
ůĞĐƚƌŝĐĂůĂŶĚĐŽŵŵ͘ĚƵĐƚďĂŶŬƐ͘ĂďůŝŶŐ͕ĞƋƵŝƉ͕ĂŶĚŽƚŚĞƌ'ǁŽƌŬ
dϭϭ ĞǆĐůƵĚĞĚ͘ Ψ Ͳ Ψ Ͳ ΨϮ͕ϱϱϲ͕ϳϲϯ͘ϬϬ Ψ Ͳ ΨϮ͕ϱϱϲ͕ϳϲϯ͘ϬϬ
dϭϭ ƌǇƵƚŝůŝƚǇĐŽŶĚƵŝƚƌĞůŽĐĂƚŝŽŶƐ Ψ Ͳ ΨϵϬϭ͕ϴϬϭ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ ϵϬϭ͕ϴϬϭ͘ϬϬ
EĞǁƐƚŽƌŵͬĞǆŝƐƚŝŶŐĚƵĐƚƌĞĚĞƐŝŐŶ Ψ Ͳ Ψ Ͳ Ψϳϱ͕ϬϬϬ͘ϬϬ Ψ Ͳ Ψ ϳϱ͕ϬϬϬ͘ϬϬ
^ŝƚĞůĞĐƚƌŝĐŝƐƚƌŝďƵƚŝŽŶ^ǇƐƚĞŵƐƐƵďƚŽƚĂů Ψ Ͳ ΨϵϬϭ͕ϴϬϭ͘ϬϬ ΨϮ͕ϲϯϭ͕ϳϲϯ͘ϬϬ Ψ Ͳ Ψ ϯ͕ϱϯϯ͕ϱϲϰ͘ϬϬ
dϭϮ ^ŝƚĞ>ŝŐŚƚŝŶŐͬdƌĂĨĨŝĐŽŶƚƌŽůͬůĞĐƚƌŝĐĂůŵĞŶŝƚŝĞƐ
dϭϮ ^ŝŐŚƚůŝŐŚƚŝŶŐ͖ĨŽƵŶĚĂƚŝŽŶƐ͕ĐŽŶĚƵŝƚ͕ƉŽůĞƐ͕ĂŶĚĨŝǆƚƵƌĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕ϵϳϳ͕ϲϰϱ͘ϬϬ Ψ Ϯ͕ϵϳϳ͕ϲϰϱ͘ϬϬ
dϭϮ dƌĂĨĨŝĐƐŝŐŶĂůŝǌĂƚŝŽŶ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭ͕ϭϭϯ͕ϮϬϬ͘ϬϬ Ψ ϭ͕ϭϭϯ͕ϮϬϬ͘ϬϬ
^ŝƚĞ>ŝŐŚƚŝŶŐͬdƌĂĨĨŝĐŽŶƚƌŽůͬůĞĐƚƌŝĐĂůŵĞŶŝƚŝĞƐƐƵďƚŽƚĂů Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϰ͕ϬϵϬ͕ϴϰϱ͘ϬϬ Ψ ϰ͕ϬϵϬ͕ϴϰϱ͘ϬϬ
ůĞĐƚƌŝĐĂů^ŝƚĞ/ŵƉƌŽǀĞŵĞŶƚƐͲdŽƚĂů Ψ Ͳ ΨϵϬϭ͕ϴϬϭ͘ϬϬ ΨϮ͕ϲϯϭ͕ϳϲϯ͘ϬϬ Ψϰ͕ϬϵϬ͕ϴϰϱ͘ϬϬ Ψ ϳ͕ϲϮϰ͕ϰϬϵ͘ϬϬ
DŝƐĐĞůůĂŶĞŽƵƐ^ŝƚĞŽŶƐƚƌƵĐƚŝŽŶ
D/^ϬϬ DŝƐĐĞůůĂŶĞŽƵƐ^ŝƚĞŽŶƐƚƌƵĐƚŝŽŶ
D/^ϬϬ dĞƐƚŝŶŐĂŶĚŝŶƐƉĞĐƚŝŽŶƐĞƌǀŝĐĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ
D/^ϬϬ hƚŝůŝƚǇůŽĐĂƚŝŶŐƐĞƌǀŝĐĞƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ
D/^ϬϬ hŶĚĞƌŐƌŽƵŶĚŽďƐƚƌƵĐƚŝŽŶƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ
D/^ϬϬ ^ŝƚĞƐƵƌǀĞǇĂŶĚůĂǇŽƵƚƐ Ψϵϭ͕ϭϯϭ͘ϬϬ ΨϭϬ͕ϬϬϬ͘ϬϬ Ψϭϴ͕ϬϬϬ͘ϬϬ Ψ ϭϭϵ͕ϭϯϭ͘ϬϬ

B-61
30
D/^ϬϬ dĞŵƉŽƌĂƌǇƵƚŝůŝƚŝĞƐƚŽŵĂŝŶƚĂŝŶƐĞƌǀŝĐĞƐĨŽƌĞǆŝƐƚŝŶŐďƵŝůĚŝŶŐƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ

D/^ϬϬ& ^ƚŽŶĞďĂĐŬĨŝůůĂƚŶĞǁƵƚŝůŝƚǇƌƵŶƐ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ
/DĐŽŶƚƌĂĐƚ Ψϯ͕ϮϬϬ͘ϬϬ ΨϰϬ͕ϵϬϬ͘ϬϬ Ψ Ͳ Ψ ϰϰ͕ϭϬϬ͘ϬϬ
/DĞǆƚƌĂƐ ΨϮ͕ϯϬϬ͘ϬϬ Ψ Ͳ Ψ Ͳ Ψ Ϯ͕ϯϬϬ͘ϬϬ
^ƵŶWĂƉĞƌƐĐŽŽƌĚŝŶĂƚŝŽŶ Ψ Ͳ Ψ Ͳ ΨϱϬ͕ϬϬϬ͘ϬϬ Ψ ϱϬ͕ϬϬϬ͘ϬϬ
DĂƚĞƌŝĂůƉƵƌĐŚĂƐĞĐŽŽƌĚŝŶĂƚŽƌ Ψ Ͳ Ψ Ͳ Ψϲϲ͕ϳϱϬ͘ϬϬ ΨϮϯϯ͕ϮϱϬ͘ϬϬ Ψ ϯϬϬ͕ϬϬϬ͘ϬϬ
DŝƐĐĞůůĂŶĞŽƵƐ^ŝƚĞŽŶƐƚƌƵĐƚŝŽŶƐƵďƚŽƚĂů Ψϵϲ͕ϲϯϭ͘ϬϬ ΨϱϬ͕ϵϬϬ͘ϬϬ Ψϭϯϰ͕ϳϱϬ͘ϬϬ ΨϮϯϯ͕ϮϱϬ͘ϬϬ Ψ ϱϭϱ͕ϱϯϭ͘ϬϬ
DŝƐĐĞůůĂŶĞŽƵƐ^ŝƚĞŽŶƐƚƌƵĐƚŝŽŶͲdŽƚĂů Ψϵϲ͕ϲϯϭ͘ϬϬ ΨϱϬ͕ϵϬϬ͘ϬϬ Ψϭϯϰ͕ϳϱϬ͘ϬϬ ΨϮϯϯ͕ϮϱϬ͘ϬϬ Ψ ϱϭϱ͕ϱϯϭ͘ϬϬ
^/dtKZ< Ψϭϭ͕Ϯϳϳ͕Ϭϱϳ͘ϬϬ Ψϭ͕Ϭϭϱ͕ϰϳϲ͘ϬϬ Ψϭϲ͕ϱϳϰ͕ϵϮϮ͘ϬϬ ΨϮϭ͕ϵϭϳ͕ϵϯϲ͘ϬϬ Ψ ϱϬ͕ϳϴϱ͕ϯϵϭ͘ϬϬ

WDKηϭ WDKηϮ WDKηϯ &/E>DK 'DWdKd>

B-62
APPENDIX F
Construction Schedule
B-63

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B-64

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B-84
APPENDIX G
DPW Sanitary Capacity Letter
&
DPW MOU
B-85
B-86
B-87
B-88
B-89
B-90
B-91
B-92
B-93
B-94
B-95
B-96
B-97
B-98
B-99
APPENDIX H
Fire Flow Information
B-100
Baltimore City DPW - Office of Asset Management
Water Analyzer Office
Fire Flow Test Report

* RESULTS VALID FOR ONE (1) YEAR FROM DATE OF TEST *
Date of Test March 26, 2018 Flow Hydrant Make AM Darling

Work Order No. 528253 Flow Hydrant Year 2000
Property Address McComas St and Hanover st Outlet Diameter 2.5 inches
Plat No. HH-24 Main Size (inch) 20 inches
District Port Covingtom Flow Hydrant Opened Full turns
From Header
Water Zone First Zone Residual Hydrant Make AP Smith

Balto City/Co Baltimore City Residual Hydrant Year 2006
Applicant Name Prime AE Main Size (inch) 20 inches
Applicant Number 614-839-0250 Report Prepared By Guy Youmbi
Reason for Test QA/QC By Kris Carter
Pages 1 of 1
Comments
Calculated (Pstatic - 20).54

Qmax = Q x
Flow (Pstatic - Presidual).54
Residual Hydrant "R" Flow Hydrant "F"
Static Residual Pressure

Test Data
Asset Pressure Pressure Pressure Drop to Asset Measured Calculated Flow

Asset Location Number (psi) (psi) Drop 20 psi Asset Location Number Flow (gpm) at 20 psi (gpm)
FH - McComas St @ 206C00 FH - 1st & 2nd 206C007
70 56 14 50 2,230 4,434
S Hanover St 6994 hydrant W of RES 140
North
FLOW 1 RES
Sketch
FLOW 2 McComas St
Telephone: (410) 396-0006 2331 North Fulton Ave, Baltimore, MD 21217 email: DPW.fireflowtest@baltimorecity.gov
B-101
Baltimore City DPW - Office of Asset Management
Water Analyzer Office
Fire Flow Test Report

* RESULTS VALID FOR ONE (1) YEAR FROM DATE OF TEST *
Date of Test March 26, 2018 Flow Hydrant Make AM Darling

Work Order No. 528254 Flow Hydrant Year 1990
Property Address McComas St and Cromwell St Outlet Diameter 2.5 inches
Plat No. HH-25, HH-26 Main Size (inch) 20 inches
District Port Covingtom Flow Hydrant Opened Full turns
From Header
Water Zone First Zone Residual Hydrant Make AM Darling

Balto City/Co Baltimore City Residual Hydrant Year 1990
Applicant Name Prime AE Main Size (inch) 20 inches
Applicant Number 614-839-0250 Report Prepared By Guy Youmbi
Reason for Test QA/QC By Kris Carter
Pages 1 of 1
Comments
Calculated (Pstatic - 20).54

Qmax = Q x
Flow (Pstatic - Presidual).54
Residual Hydrant "R" Flow Hydrant "F"
Static Residual Pressure

Test Data
Asset Pressure Pressure Pressure Drop to Asset Measured Calculated Flow

Asset Location Number (psi) (psi) Drop 20 psi Asset Location Number Flow (gpm) at 20 psi (gpm)
FH - McComas St @ 206C00 FH - 1st & 2nd 126C001
82 59 23 62 3,010 5,142
Cromwell St 7065 hydrant E of RES 708
North
RES FLOW 2
FLOW 1
Sketch
Telephone: (410) 396-0006 2331 North Fulton Ave, Baltimore, MD 21217 email: DPW.fireflowtest@baltimorecity.gov
B-102
B-103
APPENDIX I
Environmental Maps
B-104
B-105
Appendix G
FEMA Excerpt
B-106
APPENDIX J
Environmental Chronology
and Path to Closure
B-107
GEO-TECHNOLOGY ASSOCIATES, INC.
GEOTECHNICAL AND
ENVIRONMENTAL CONSULTANTS
A Practicing GBA Member Firm

November 15, 2019
Port Covington Master Developer, LLC

1000 Key Highway East
Baltimore, Maryland 21230
Attn: Mr. Thomas Maulding
RE: Environmental Chronology and Path to Closure

Chapter 1 Development Area
Baltimore City, Maryland
Dear Mr. Maulding:
At the request of Weller Development Company, GTA respectfully submits this summary
of Maryland Department of the Environment (MDE) involvement with the above-referenced
property. The subject property generally consists of a portion of the former Baltimore Sun facility
(100, 200, and 300 E. Cromwell Street) located north and west of East Cromwell Street and south
of McComas Street, the former Tidewater Yacht Service (321 E. Cromwell Street) located east of
E. Cromwell Street, and the existing E. Cromwell Street in Baltimore City, Maryland. The subject
property contains E. Cromwell Street, the former Tidewater Yacht facility, associated parking and
grassed areas, soil stockpiles, and graded areas associated with the “Chapter 1” development area.
Site Background
Historically, the subject property and surrounding vicinity primarily consisted of vacant
land, with rail yards located on the northern and eastern portions of the site and scattered residences
located on the remaining portions of the site. Winans Cove was located on the southeastern portion
of the subject property until it was filled in the 1940s. By 1950, additional rail yards, operated by
the Western Maryland Railroad Corporation, were constructed on the central portion of the subject
property. Two “fuel oil” tanks were located adjacent to the rail yards on the central portion of the
site and a portion of a Motor Freight Station building was constructed on the southwestern corner
of the subject property. A portion of a 2,400,000-gallon molasses AST and several buildings
associated with the rail yard were constructed on the southeastern portion of the site. By 1979,
additional structures associated with the rail yards were constructed on the northwestern and
southeastern portions of the site. The rail yards were removed and the Baltimore Sun newspaper
manufacturing facility had been constructed on the central portion of the subject property in 1990.
Newspaper manufacturing operations began in 1991. The Tidewater facility was developed in its
current configuration by 2007. E. Cromwell Street is currently a public right of way which will
be realigned as part of the development plans. Sections of the existing E. Cromwell Street layout
will be incorporated into the adjoining development blocks when lot lines are modified to conform
to development plans.
14280 Park Center Drive, Suite A, Laurel, MD 20707 (410) 792-9446 (301) 470-4470
Ê Abingdon, MD Ê Baltimore, MD Ê Laurel, MD Ê Frederick, MD Ê Waldorf, MD Ê Sterling, VA Ê Malvern, OH
Ê Somerset, NJ Ê NYC Metro Ê New Castle, DE Ê Georgetown, DE Ê York, PA Ê Quakertown, PA Ê Charlotte, NC Ê Raleigh, NC
Visit us on the web at www.gtaeng.com
B-108
Re: Chapter 1 – Environmental Chronology and Path to Closure
November 15, 2019
Page 2 of 6
Summary of MDE Oversight
Sun Facility - Oil Control Program - 2004

A closed leaking underground storage tank (LUST) case (no. 04-0450BC3) is associated
with the site. The case was opened and closed in 2003 and was associated with the removal and
closure of two 10,000-gallon gasoline USTs and one 10,000-gallon diesel UST. These USTs were
removed from the southwestern portion of the site. According to prior environmental evaluations,
these USTs were associated with the truck fueling station and upon removal were replaced with a
6,000-gallon diesel AST. The removal of the USTs was conducted under the supervision of the
MDE. Petroleum impacted soils were observed during the removal of the USTs and approximately
42 tons of soil were disposed of off-site. Soil samples were collected from the UST excavation,
and elevated concentrations of total petroleum hydrocarbons (TPH) diesel range organics (DRO)
and TPH gasoline range organics (GRO) were identified above the MDE Non-Residential Cleanup
Standards (NRCS). A groundwater sample was collected and elevated concentrations of volatile
organic compounds (VOCs), TPH GRO, and TPH DRO were reported above the MDE
Groundwater Cleanup Standards (GCS). According to a MDE Notice of Compliance letter dated
August 30, 2004, “residual contamination remains on-site; however, it appears that this
contamination may not pose a risk to human health and the environment.”
Sun Facility and Blocks E1 – E7 - Voluntary Cleanup Program - 2015

The subject property has been under the continuous oversight of the MDE since June 2015,
when an application was submitted to the MDE Voluntary Cleanup Program (VCP) seeking a
Certificate of Completion (COC) for restricted commercial land use of the subject property. On
October 26, 2015, 300 East Cromwell Street, LLC was confirmed as an inculpable person (IP) and
the site was accepted into the MDE VCP.
Sun Facility and Blocks E1 – E7 - Phase II ESA - 2015

In July 2015, a Phase II ESA was performed at the subject property. GTA proposed to
perform 40 test pits to characterize the surface and sub-surface soils at the subject property. GTA
collected 31 surface and 31 subsurface soil samples from the test pits and the soil samples were
analyzed for VOCs, polycyclic aromatic hydrocarbons (PAHs), TPH DRO, and target analyte
metals (TAL) plus cyanide. A total of 11 soil samples were also analyzed for polychlorinated
biphenyls (PCBs). The soil samples were not analyzed for TPH GRO since no elevated
photoionization detector readings were recorded.
Several PAHs were detected at several test pit locations above the MDE NRCS in surface
and subsurface soil. In addition, several metals were detected in several test pits above the MDE
NRCS. Arsenic exceeded the MDE NRCS in surface and subsurface soil, however, elevated iron,
manganese, and vanadium were only in subsurface soil.
Some VOCs, TPH DRO, and one PCB were detected above the laboratory reporting limits
but below the MDE NRCS in surface and subsurface soil. The elevated PAHs and metal
concentrations are likely associated with historical use of the subject property and fill material,
and are similar in concentration to adjacent commercial/industrial properties in the Port Covington
area.
B-109
November 15, 2019
Page 3 of 6
In addition, seven soil borings were drilled using hollow stem auger methodologies. Seven
temporary monitoring points were installed in these borings and groundwater samples were
collected and analyzed for VOCs, TPH DRO, and TPH GRO. Three VOCs were detected above
the laboratory reporting limits but below the MDE GCS in five groundwater samples. TPH DRO
exceeded the MDE GCS in five of the groundwater samples. No TPH GRO was detected above
laboratory reporting limits in the seven groundwater samples.
GTA concluded the following:
x Residual petroleum contamination associated with the removal of three USTs remains on
the subject property. Concentrations of TPH DRO in groundwater in the vicinity of the
USTs was detected above the MDE GCS.
x Based on historical railroad operations at the subject property and soil sample results
obtained, the elevated PAHs and metals are present in the surface and subsurface soil at
the subject property.
Sun Facility and Blocks E1 – E7 - Response Action Plan (RAP) - 2016

Based on the results of GTA’s Phase II ESA data and historical information, GTA prepared
a Remedial Action Plan (RAP) for the subject property and the westerly-adjacent 100 E. Cromwell
Street per the request of the MDE. The RAP was prepared to establish a remedy for impacted soil
and groundwater within the site boundary, which would be implemented in conjunction with the
planned future site development. The proposed remedy for soil included capping and off-site
disposal of the impacted soil as needed for site grading purposes, construction observation for
correct RAP implementation, and notification to MDE prior to future excavation activities. The
proposed remedy for groundwater included a deed restriction on the use of groundwater beneath
the site for any purpose, health and safety measures during the planned construction, proper
management of groundwater during construction dewatering activities (if necessary), and capping.
The RAP was prepared for MDE submittal so that a COC could be obtained following the
implementation of the RAP. The proposed RAP was submitted to the MDE VCP on February 12,
2016.
Sun Facility and Blocks E1 – E7 -Withdrawal from VCP - 2016

GTA submitted a letter notifying MDE of the withdrawal of the subject property and
additional properties from the VCP for continued oversight under the Controlled Hazardous
Substance (CHS) program of MDE. By withdrawing from the VCP, implementation of the RAP
described above was no longer required. The RAP described above was replaced by the scope of
an Environmental Management Plan (EMP) described below.
Overall Port Covington Peninsula - Comprehensive Soil Management Plan - 2016

Based on the sampling results summarized above, GTA prepared a Comprehensive Soil
Management Plan (CSMP) dated April 2016 to allow for the relocation of impacted soil within the
proposed Port Covington redevelopment and the placement and staging of MDE-approved clean
fill and aggregate on the subject property. Common historical uses have resulted in soil
characteristics that are generally consistent within the Port Covington redevelopment area
(including the subject property) and soil sampling within the overall Port Covington area shows
similar levels of metals, PAHs, TPH, and VOCs. Thus, soil redistributed within the development
area designated in the CSMP that has adequate characterization would not substantively change
B-110
November 15, 2019
Page 4 of 6
the soil characteristics or levels of contamination, allowing for movement and reuse of soil within
the development boundaries. Quarterly update reports are submitted to MDE summarizing the
CSMP-related activities that include the subject property.
Following the guidelines of the CSMP, two soil stockpiles were added to the western
portion of the subject property at 100 East Cromwell Street. A paved parking lot was constructed
in the vicinity of the Sun building and temporary athletic fields were added to the southeastern
portion of the site in the vacant area southeast of the Sun building in 2017.
Sun Facility - Environmental Management Plan – 2018

In mid-2018, a consolidation of the Baltimore Sun facility took place which included the
relocation of an on-site aboveground truck fueling station and the installation of utilities, new
internal roadways, parking areas, sidewalks, fencing, bio-retention facilities, and landscaped areas.
In addition, several on-site features were removed (existing fencing, truck washing station, fire
hydrants, curb and gutters, and trees). In accordance with an EMP approved by MDE on April 4,
2018, GTA documented the removal of impacted soil from the subject property, documented
MDE-approved certified clean fill materials transported to the subject property, and conducted
dust monitoring events. On February 6, 2019, MDE issued a Work Plan Completion
Acknowledgement letter regarding the consolidation activities at the Sun facility.
Tidewater – Phase II ESA and VCP Application and Withdrawal – 2019

321 East Cromwell Street, LLC submitted a request for Inculpable Person (IP) status,
which was approved by MDE on February 4, 2019. Soil sampling was performed on a soil berm
along the western property boundary and a separate berm on the northern portion of the property
in February 2019 and March 2019, respectively. Sampling indicated that all soil was suitable for
commercial use, and a portion additionally for residential use. A VCP application dated June 18,
2019 was submitted for the property and subsequently withdrawn as approved by MDE on October
31, 2019. The property remains under the oversight of the CHS program.
E. Cromwell Street – Phase II ESA – 2019

In May 2019, GTA performed 48 soil borings on and along E. Cromwell Street and
collected 16 composite and 3 discrete soil samples. Metals and PAHs were detected above
laboratory reporting limits in composite samples. Three discrete samples were additionally
analyzed for TPH DRO, VOCs, and PCBs. TPH DRO was reported in each of the discrete
samples, but did not exceed the NRCS. VOCs and PCBs were not detected above laboratory
reporting limits with the exception of acetone, a common laboratory artifact, in one sample.
Several metals including arsenic, lead, and thallium were reported above the MDE NRCS. No
PAHs were reported above their respective MDE NRCS. Based on the results, limited soil impacts
were identified at the subject property, which can be managed during the planned excavation and
redevelopment of the site and are consistent with previous sampling results in other portions of
Port Covington and suitable for management under the existing CSMP.
Chapter 1 Development – Environmental Management Plan – 2019 to Present

GTA submitted an EMP for the Chapter 1 area of development dated March 21, 2019 and
approved by MDE on March 25, 2019. The EMP was submitted to the MDE for approval so that
a No Further Action (NFA) letter may be obtained following implementation of the proposed
remedies/Chapter 1 development. The proposed remedy for the subject property includes capping
B-111
November 15, 2019
Page 5 of 6
(e.g. asphalt, concrete, and MDE-approved residential clean fill), impacted soil removal (if
necessary), proper management of groundwater during dewatering activities, construction
observation to document the EMP implementation, Health and Safety Plan (HASP)
implementation during construction, and soil material management governed by the CSMP that
applies to the overall property. Engineering and institutional controls will ensure that the selected
remedial methods and designs (e.g., capping, deed restrictions and maintenance) meet or exceed
regulatory standards that are acceptable to MDE.
During implementation of the EMP, GTA prepares monthly EMP progress reports
summarizing the remedial activities occurring during that month. These monthly progress reports
are submitted to MDE to demonstrate implementation of this EMP. Additionally, quarterly CSMP
update reports are submitted to MDE. Both CSMP and EMP update reports include the subject
property and summarize the environmental management of the identified soil and groundwater
impacts at the subject property.
Proposed Remedies and Regulatory Closure
The ultimate remedies for the soil and groundwater impacts at the subject property are in
progress under the oversight of MDE. Potential exposure to impacted soil and groundwater will
be eliminated through the preparation and implementation of a site-specific HASP, capping,
construction observation for health and safety measures, dust monitoring, proper management of
impacted materials encountered during development activities pursuant to applicable portions of
the CSMP, and engineering and institutional controls (e.g. deed restrictions on use of groundwater
and notifications prior to excavation).
To date, grades have been raised using MDE-approved clean fill or on-site soil that has
been relocated under the guidelines of the CSMP. Capping will be considered completed when
hardscapes (concrete or asphalt) have been put in place, and landscaped/green areas are capped
with marker fabric and clean soil according to the EMP. Engineering and institutional controls
will be implemented at the completion of the remedial actions on the subject property.
Following the completion of remedial actions and capping of each phase of the project,
MDE will issue a COC for each of the development blocks acknowledging that the conditions of
the EMP have been met. A No Further Action letter will be issued by the MDE. Once the NFA
letter is received each block will then be submitted for acceptance into, and closure through, the
VCP. Given the continuous oversight of the project by MDE, the implementation of the EMP, and
the existing data for the site, it is expected that each block will be closed out through an No Further
Requirements Determination (NFRD) and previously-executed deed restrictions. The NFRD and
deed restrictions will remain associated with each property in perpetuity and will transfer with title
during ownership changes.
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November 15, 2019
Page 6 of 6
We appreciate the opportunity to be of assistance on this project. Should you have any
questions regarding this information, or require additional information, please contact the
undersigned at your convenience.
Sincerely,
GEO-TECHNOLOGY ASSOCIATES, INC.
Kristen B.
B Daly
Senior Environmental Scientist
KBD/PHH
S:\Project Files\2015\152029 Overall Port Covington Development\Port Covington Chapter 1\Doc\ENV 152029 Environmental Chronology and
Path Forward.docx
Attachments:
Figure 1 – Site Location Map (1 page, color)
Figure 2 – MDE Oversight Areas (1 page, color)
B-113
B-114
B-115
APPENDIX C
TAX INCREMENT AND SPECIAL TAX REPORT

PORT COVINGTON – CHAPTER 1B
CITY OF BALTIMORE, MARYLAND
TAX INCREMENT & SPECIAL TAX

REPORT
Dated December 21, 2020
Prepared by:
MUNICAP, INC.
― PUBLIC FINANCE ―
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Important Information About Coronavirus
COVID-19
Market Uncertainty Disclaimer
December 21, 2020
The new coronavirus, named “SARS-CoV-2,” and the disease it causes, named “coronavirus disease 2019”
(“COVID-19”), have impacted the world’s communities, businesses, and financial markets. In an effort to slow
the spread of COVID-19, many countries, states, and municipalities have implemented social distancing
strategies, which include limiting the size of gatherings, the activity of businesses, and travel. These measures
restrict economic activity. As of the date of this study, the full economic impact and duration of the COVID-
19 pandemic remain unknown.
This disclaimer is meant to remind the reader that the projected values and revenues presented in this study are
representative of the available information as of the date of the study. MuniCap has made no effort to predict
the potential short- and long-term impacts of the COVID-19 pandemic on assessments, property tax rates,
inflation rates, absorption pace, and other assumptions contained herein and used to project revenues.
This study includes a Scenario C, which is meant to provide an illustrative example of potential impacts from
the COVID-19 pandemic based on specific assumptions, as described within the report. MuniCap does not
opine on the likelihood of these assumptions being realized, and the aforementioned Scenario C is not to be
construed as a definitive forecast on the potential impacts from COVID-19.
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PORT COVINGTON—CHAPTER 1B
CITY OF BALTIMORE, MARYLAND
TAX INCREMENT & SPECIAL TAX REPORT
TABLE OF CONTENTS
I. EXECUTIVE SUMMARY .................................................................................................... 1
Purpose of Report .......................................................................................................... 1
The site and the Port Covington Project ....................................................................... 1
The 2020 Bonds .............................................................................................................. 2
Scenarios ........................................................................................................................ 2
Summary of Tax Credits ................................................................................................ 3
Results of Report ............................................................................................................ 4
II. ORGANIZATION OF REPORT...................................................................................... 26
III. ASSESSMENT AND TAX COLLECTION PROCEDURES ........................................ 27

Assessment Procedures................................................................................................ 27
Taxation Procedures .................................................................................................... 30
IV. HISTORICAL APPRECIATION IN ASSESSED VALUES ........................................... 36

Results .......................................................................................................................... 36
V. DESCRIPTION OF DISTRICTS ...................................................................................... 39

Enabling Acts ............................................................................................................... 39
Series 2020 Bonds ......................................................................................................... 40
The Site ........................................................................................................................ 40
Economic and Demographic Information .................................................................. 41
VI. PORT COVINGTON PROJECT .................................................................................... 46

Overview....................................................................................................................... 46
VII. PROJECTION OF MARKET AND ASSESSED VALUES ........................................... 55

Overview....................................................................................................................... 55
Income Capitalization Approach ................................................................................. 74
Comparison of Valuation Approaches ......................................................................... 77
VIII. PROJECTION OF TAX INCREMENT REVENUES ............................................... 82

Background Information ............................................................................................. 82
Calculation of Tax Increment Revenues ..................................................................... 82
IX. PROJECTED SPECIAL TAXES ..................................................................................... 84

Levy of Special Taxes................................................................................................... 84
Special Tax Payments .................................................................................................. 85
X. PROJECTED DEBT SERVICE COVERAGE ................................................................. 88

Overview....................................................................................................................... 88
XI. ASSUMPTIONS & LIMITATIONS ................................................................................ 92
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I. EXECUTIVE SUMMARY
PURPOSE OF REPORT
The purpose of this report is to provide estimates of future revenues resulting from development
within the Port Covington Development District (the “Development District”) and the Port
Covington Special Taxing District (the “Special Taxing District,” and, together with the Development
District, the “Districts”) in the City of Baltimore, Maryland (the “City”). Specifically, this report
provides estimates of future real property tax increment revenues generated within the Development
District (the “Tax Increment Revenues”) and special tax revenues generated within the Special Taxing
District (the “Special Tax Revenues” and together with the Tax Increment Revenues, the “Pledged
Revenues”).
As more fully descried in the Offering Memorandum Dated December 21, 2020 (the “LOM”), the
Maryland Economic Development Corporation (the “Issuer” or “MEDCO”) is issuing its
$137,485,000 Special Obligation Bonds (Port Covington Development), Series 2020 (the “2020
Bonds”). The Pledged Revenues will be available to pay debt service and administrative expenses for
the 2020 Bonds.1
THE SITE AND THE PORT COVINGTON PROJECT
The Development District consists of approximately 235 acres of property (the “Site”). The Site is
located to the south of downtown on the Port Covington Peninsula of the City. The Special Taxing
District consists of approximately 150 acres within the Development District.
Baltimore Urban Revitalization, LLC (the “Owner”) and Weller Development Company, LLC (the
“Developer”) will develop the Site in multiple phases (collectively, the “Port Covington Project”). As
planned, the completed Port Covington Project will include over 18 million square feet of mixed-use
development, 2.5 miles of restored waterfront, and 40 acres of parks and green space. According to
the Developer, the full Port Covington Project is expected to be completed over the course of fifteen
to twenty years.
Only certain portions of the Port Covington Project, including those portions of the development
already completed, are considered in projections of Pledged Revenues herein. As described more fully
in subsequent sections of this report, this development includes the following components:
 Existing Development includes those developed portions of the Site that predate the
establishment of the Districts. In total, Existing Development comprises 687,633 square feet
of commercial development, along with seven rowhomes, for a total of 697,603 square feet.
 Chapter 1A Development includes those portions of the Port Covington Project completed
subsequent to the establishment of the Districts. Chapter 1A Development comprises 203,890
square feet of commercial development, including the Rye Street Tavern, the Sagamore Spirit
Distillery, and the City Garage incubator, manufacturing, and innovation space.
1This document is intended to be appended to the LOM and is meant to comply with guidelines set forth by the National
Federation of Municipal Analysts in White Paper on Expert Work Products.
MuniCap | 1
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 Chapter 1B Development includes those private portions of the Port Covington Project that
will be completed in tandem with the public improvements financed by the 2020 Bonds.
Projected to be delivered in 2022, Chapter 1B Development includes 537 rental residential
units and 555,805 square feet of commercial space.
Estimates of Tax Increment Revenues in this report are based on the Existing Development, Chapter
1A Development, and Chapter 1B Development. Future phases of the Port Covington Project are
not contemplated herein for purposes of projecting Tax Increment Revenues.
In the event that Tax Increment Revenues are insufficient to pay debt service and associated expenses
of the 2020 Bonds in any year, Special Tax Revenues will be levied and collected from properties
located within the Special Taxing District.
THE 2020 BONDS
The 2020 Bonds are being issued to provide funds, together with other available funds, to (i) finance
the Series 2020 Project (as defined in the LOM), which is expected to include certain public and other
infrastructure improvements that will be located within the Districts, (ii) initially fund the Series 2020
Reserve Fund, (iii) make a deposit to the Series 2020 Capitalized Interest Account in an amount that
is estimated to be sufficient to fund the interest on the 2020 Bonds through September 1, 2023, (iv)
pay Administrative Expenses, and (v) pay a portion of the costs of issuance.
SCENARIOS
As real property taxes are generated on an ad valorem basis from assessed values, it is first necessary
to estimate the future assessed value resulting from property within the Development District. As
subsequently described, the Existing Development and Chapter 1A Development has been assessed
by the Supervisor of Assessments for Baltimore City (the “Supervisor of Assessments”) as appointed
by the Maryland Department of Assessments and Taxation (“SDAT”).
MuniCap prepared three scenarios, as subsequently described. Scenario A, or the “base” scenario, is
based on the development as planned. Scenario B assumes no inflation. Scenario C assumes some
reductions to assessed value meant to be illustrative of the possible impacts of the COVID-19
pandemic.
All scenarios are shown both including and excluding certain tax credits expected to be applicable to
the properties within the Port Covington Project, as subsequently described. These credits serve to
lower the taxable value of the applicable properties for the life of the credits, and thus reduce the
available Tax Increment Revenues.
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Scenario A – Base Scenario (including and excluding tax credits)
 Chapter 1B Development is completed as planned by the Developer;
 Property values of the Existing Development and Chapter 1A Development are based on
actual 2020 assessed values;
 Property values of Chapter 1B Development are as estimated by MuniCap and
subsequently described herein;
 Property values increase at a 2% annual rate of inflation; and
 The real property tax rate remains static at the 2020 level in future years.
Scenario B – No Inflation Scenario (assumptions differ from Scenario A as follows)

 Property values do not increase with inflation.
Scenario C– COVID-19 Scenario (assumptions differ from Scenario A as follows)

 Property values for the Existing Development, Chapter 1A Development, and Chapter
1B Development are decreased from values assumed under Scenario A by 10% for the
assessment year beginning January 1, 2021;
 Property values remain at the assumed decreased level through the assessment year
beginning January 1, 2023 (or for the duration of the triennial reassessment to occur as of
January 1, 2021);
 Property values revert to pre-pandemic levels as of the triennial reassessment to occur on
January 1, 2024 (with the increase in values phased in over a three-year period); and
 Property values increase at a 2% annual rate of inflation commencing as of the triennial
reassessment to occur on January 1, 2027.
MuniCap undertook the assumptions under Scenario C based on local and general market research,
as well as interviews with SDAT staff.2 It should be noted that Scenario C is meant to be illustrative
in nature and should not be construed as a conclusive statement by MuniCap regarding the likely
effects of the COVID-19 pandemic’s impacts on assessed values. As of this writing, the full impact of
the pandemic on the timing, extent, or duration of possible reductions in value is not known, and
these impacts could be materially greater than those assumed under Scenario C.
SUMMARY OF TAX CREDITS

As mentioned, some properties within the Port Covington Project are, or are expected to be, subject
to certain tax credits that serve to lower the taxable value of the applicable properties for the life of
the credits. As discussed below, based on discussions with the Developer, it is assumed that eligible
tax credits will be taken. The credits assumed in this report are as follows:
1) The Districts are located within an Enterprise Zone. If a property is non-residential and
located in an Enterprise Zone, the property is eligible for a ten-year property tax credit that
encourages development in economically distressed areas as measured by unemployment,
poverty status, population decline, or property abandonment. The credit is 80% of improved
2 Based on research by MuniCap, effective income for office and 4 & 5-star multifamily properties in the Baltimore City
market are projected to decrease from pre-pandemic levels by 5.4% and 9.2%, respectively, in mid-2021. Based on data
provided by CoStar Realty Information, Inc., as accessed and interpreted by MuniCap. See Addendum A: CoStar Realty
Information, Inc. Disclaimer.
MuniCap | 3
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assessed value, or the difference between the base value and the improved value of the
property, for the first five years and in years six through ten decreases by 10% each year. State
focus zones (located in Carroll, Camden, and Westport, and not in the Districts) are eligible
for the 80% credit for the full ten years. It is assumed that existing and future commercial
development within Port Covington will receive the Enterprise Zone Credit.
2) The Brownfields Property Tax Credit is a program designed to encourage the reuse and
redevelopment of contaminated, abandoned or under-utilized industrial/commercial sites.
This program offers credits for both real and personal property taxes on the increased property
taxes after improvements. The credit is equal to 50% of the improved assessed value except
for projects that spend more than $250,000 in eligible work, in which case it is 70%. If the site
is located in an Enterprise Zone, the credit will be applied over a ten-year period, with the
Enterprise Zone credit applied first. If the site is not located in an Enterprise Zone, the credit
is applied over five years. The eligibility criteria for Brownfields Property Tax Credits are:
A. The site must be in the Maryland Voluntary Cleanup Program (“VCP”) or the Maryland
Oil Control Program and there must be a letter from the Maryland Department of the
Environment (“MDE”) indicating no further action is needed;
B. The site must be designated as a “Qualified Brownfields Site” by the Maryland Department
of Business and Economic Development. Note that site owners who do not meet
Maryland’s definition of an “Inculpable Person” are not eligible.
As more fully described in Section VI, the Development is located on a Qualified Brownfields
Site and has received the necessary designations from MDE. Based on discussions with the
Developer, it is assumed that those components of the Development not eligible to receive
the Enterprise Credit (i.e. residential apartment units) will receive the Brownfields Property
Tax Credit. It is assumed that, for Development components eligible to receive the Enterprise
Zone Credit, the improved assessed value will first be reduced by the Enterprise Zone Credit.
It is then assumed that the Brownfields Property Tax Credit is applied to the remaining
portion of improved assessed value not reduced by the Enterprise Zone Credit. It is further
assumed that more than $250,000 in eligible work is expended, resulting in the credit equaling
70% of improved value.
Estimates of Tax Increment Revenues herein are shown both including the impacts of the tax credits,
and, to clarify the extent of the impacts, excluding the impacts of the tax credits.
RESULTS OF REPORT
Projected Incremental Value

This report concludes that, under Scenario A, which assumes 2% annual inflation, the real property
in the Development District is estimated to have an incremental value of $439,111,197 at the time of
stabilization, projected to occur in the bond year ending September 1, 2026. As noted in subsequent
sections of this report, stabilization typically occurs one to three years following construction
completion or upon the next property revaluation after projected material lease-up of income-
producing property. The next revaluation is expected to occur as of January 1, 2021. This report
assumes phase-in occurs through 2025, at which point adequate income data will be available and the
property will be reassessed. For certain types of development, the phase-in value is assumed to be
equal to the stabilized value. See Appendices A, B, and C, attached hereto, for projected absorption.
MuniCap | 4
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Table I-A provides the projected total and incremental assessed value for the Development District
upon completion. Refer to Appendices A, B, and C, attached hereto, for more information on the
projected incremental value for each year.
TABLE I-A3
Projected Assessed Values – Development District
Original Incremental
Assessed Value at Assessable Assessed Value
Stabilization(a) Base Value at Stabilization
A – Base case
Total $529,907,691 ($90,796,494) $439,111,197
B – No inflation
Total $479,953,722 ($90,796,494) $389,157,228
C – COVID-19
Total $463,955,265 ($90,796,494) $373,158,771
(a)Basedon assessed value as of January 1, 2025 for tax year beginning July 1, 2025, payable towards debt service in bond year
ending September 1, 2026.
Projected Tax Increment Revenues

The projected assessed values displayed in Table I-A are the basis for estimating the Tax Increment
Revenues. As discussed, properties within the Development are eligible for certain credits, effectively
lowering the taxable value in some years. The projected Tax Increment Revenues are shown in Tables
I-B through I-G, on the following pages, both with and without the effect of these credits.4
3The methodology used to calculate assessed values is explained in subsequent sections of this report.
4 The methodology used to calculate Tax Increment Revenues is explained in subsequent sections of this report with
detailed calculations included in Appendices A, B, and C, attached hereto. Annual Tax Increment Revenues are shown at
full build-out and are expressed in dollars for the year in which full build-out is anticipated.
MuniCap | 5
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TABLE I-B
Projected Tax Increment Revenues—Scenario A (Including Tax Credits)
Tax Bond City City Tax Increment

Year Year Total Original Assessable Tax Tax Rate Total Tax Total Sub-total Tax Collection Revenues after
Beginning Ending Assessed Value(a) Base Value (b) Increment (Per $100 A.V.)(c) Increment Revenues Tax Credits(d) Increment Revenues Rate(e) City Collection
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904
1-Jul-21 1-Sep-22 $170,207,117 ($90,796,494) $79,410,623 $2.248 $1,785,151 ($1,136,031) $649,120 94% $610,173
1-Jul-22 1-Sep-23 $173,611,260 ($90,796,494) $82,814,766 $2.248 $1,861,676 ($1,133,754) $727,922 94% $684,247
1-Jul-23 1-Sep-24 $442,881,281 ($90,796,494) $352,084,787 $2.248 $7,914,866 ($6,109,610) $1,805,256 94% $1,696,941
1-Jul-24 1-Sep-25 $485,628,125 ($90,796,494) $394,831,631 $2.248 $8,875,815 ($6,837,906) $2,037,909 94% $1,915,634
1-Jul-25 1-Sep-26 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 ($7,592,491) $2,278,729 94% $2,142,005
1-Jul-26 1-Sep-27 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 ($7,708,280) $2,401,186 94% $2,257,115
1-Jul-27 1-Sep-28 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 ($6,975,979) $3,376,498 94% $3,173,908
1-Jul-28 1-Sep-29 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 ($6,787,261) $3,813,088 94% $3,584,303
1-Jul-29 1-Sep-30 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 ($6,814,167) $4,039,012 94% $3,796,671
1-Jul-30 1-Sep-31 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 ($6,839,406) $4,271,659 94% $4,015,359
1-Jul-31 1-Sep-32 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 ($6,862,900) $4,511,207 94% $4,240,535
1-Jul-32 1-Sep-33 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 ($6,884,572) $4,757,840 94% $4,472,370
1-Jul-33 1-Sep-34 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 $0 $11,916,082 94% $11,201,117
1-Jul-34 1-Sep-35 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 $0 $12,195,226 94% $11,463,512
1-Jul-35 1-Sep-36 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 $0 $12,479,952 94% $11,731,155
1-Jul-36 1-Sep-37 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 $0 $12,770,374 94% $12,004,151
1-Jul-37 1-Sep-38 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 $0 $13,066,603 94% $12,282,607
1-Jul-38 1-Sep-39 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 $0 $13,368,757 94% $12,566,632
1-Jul-39 1-Sep-40 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 $0 $13,676,955 94% $12,856,337
1-Jul-40 1-Sep-41 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 $0 $13,991,316 94% $13,151,837
1-Jul-41 1-Sep-42 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 $0 $14,311,964 94% $13,453,246
1-Jul-42 1-Sep-43 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 $0 $14,639,026 94% $13,760,684
1-Jul-43 1-Sep-44 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 $0 $14,972,628 94% $14,074,270
1-Jul-44 1-Sep-45 $771,975,445 ($90,796,494) $681,178,951 $2.248 $15,312,903 $0 $15,312,903 94% $14,394,129
1-Jul-45 1-Sep-46 $787,414,954 ($90,796,494) $696,618,460 $2.248 $15,659,983 $0 $15,659,983 94% $14,720,384
1-Jul-46 1-Sep-47 $803,163,253 ($90,796,494) $712,366,759 $2.248 $16,014,005 $0 $16,014,005 94% $15,053,164
1-Jul-47 1-Sep-48 $819,226,518 ($90,796,494) $728,430,024 $2.248 $16,375,107 $0 $16,375,107 94% $15,392,601
1-Jul-48 1-Sep-49 $835,611,048 ($90,796,494) $744,814,554 $2.248 $16,743,431 $0 $16,743,431 94% $15,738,825
1-Jul-49 1-Sep-50 $852,323,269 ($90,796,494) $761,526,775 $2.248 $17,119,122 $0 $17,119,122 94% $16,091,975
Total $352,675,341 ($72,791,521) $279,883,820 $263,090,791

(a)
See Appendix A-3.d.
(b)
See Appendix D-1.a.
(c)
City of Baltimore real property tax rate for fiscal year 2020-2021. Source: Maryland State Department of Assessments and Taxation.
(d)
See Appendix A-4.d.
(e)
Assumes a collection rate of 94% by tax sale. Based on City of Baltimore tax increment financing policy.
MuniCap | 6
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TABLE I-C
Projected Tax Increment Revenues—Scenario A (Excluding Tax Credits)
Year Year Total Original Assessable Tax Tax Rate Total Tax Collection Revenues after
Beginning Ending Assessed Value (a) Base Value (b) Increment (Per $100 A.V.)(c) Increment Revenues Rate(d) City Collection
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519
1-Jul-21 1-Sep-22 $170,207,117 ($90,796,494) $79,410,623 $2.248 $1,785,151 94% $1,678,042
1-Jul-22 1-Sep-23 $173,611,260 ($90,796,494) $82,814,766 $2.248 $1,861,676 94% $1,749,975
1-Jul-23 1-Sep-24 $442,881,281 ($90,796,494) $352,084,787 $2.248 $7,914,866 94% $7,439,974
1-Jul-24 1-Sep-25 $485,628,125 ($90,796,494) $394,831,631 $2.248 $8,875,815 94% $8,343,266
1-Jul-25 1-Sep-26 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 94% $9,278,947
1-Jul-26 1-Sep-27 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 94% $9,502,898
1-Jul-27 1-Sep-28 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 94% $9,731,329
1-Jul-28 1-Sep-29 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 94% $9,964,328
1-Jul-29 1-Sep-30 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 94% $10,201,988
1-Jul-30 1-Sep-31 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 94% $10,444,400
1-Jul-31 1-Sep-32 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 94% $10,691,661
1-Jul-32 1-Sep-33 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 94% $10,943,867
1-Jul-33 1-Sep-34 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 94% $11,201,117
1-Jul-34 1-Sep-35 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 94% $11,463,512
1-Jul-35 1-Sep-36 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 94% $11,731,155
1-Jul-36 1-Sep-37 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 94% $12,004,151
1-Jul-37 1-Sep-38 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 94% $12,282,607
1-Jul-38 1-Sep-39 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 94% $12,566,632
1-Jul-39 1-Sep-40 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 94% $12,856,337
1-Jul-40 1-Sep-41 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 94% $13,151,837
1-Jul-41 1-Sep-42 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 94% $13,453,246
1-Jul-42 1-Sep-43 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 94% $13,760,684
1-Jul-43 1-Sep-44 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 94% $14,074,270
1-Jul-44 1-Sep-45 $771,975,445 ($90,796,494) $681,178,951 $2.248 $15,312,903 94% $14,394,129
1-Jul-45 1-Sep-46 $787,414,954 ($90,796,494) $696,618,460 $2.248 $15,659,983 94% $14,720,384
1-Jul-46 1-Sep-47 $803,163,253 ($90,796,494) $712,366,759 $2.248 $16,014,005 94% $15,053,164
1-Jul-47 1-Sep-48 $819,226,518 ($90,796,494) $728,430,024 $2.248 $16,375,107 94% $15,392,601
1-Jul-48 1-Sep-49 $835,611,048 ($90,796,494) $744,814,554 $2.248 $16,743,431 94% $15,738,825
1-Jul-49 1-Sep-50 $852,323,269 ($90,796,494) $761,526,775 $2.248 $17,119,122 94% $16,091,975
Total $352,675,341 $331,514,821

(a)
See Appendix A-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
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TABLE I-D
Projected Tax Increment Revenues—Scenario B (Including Tax Credits)

Year Year Total Assessable Estimated Tax Rate Total Tax Total Sub-total Tax Collection Revenues after
Beginning Ending Assessed Value(a) Base Value(b) Incremental Value (Per $100 A.V.)(c) Increment Revenues Tax Credits(d) Increment Revenues Rate(e) City Collection
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904
1-Jul-21 1-Sep-22 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904
1-Jul-22 1-Sep-23 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,080,918) $629,208 94% $591,456
1-Jul-23 1-Sep-24 $417,336,922 ($90,796,494) $326,540,428 $2.248 $7,340,629 ($5,744,566) $1,596,063 94% $1,500,299
1-Jul-24 1-Sep-25 $448,645,322 ($90,796,494) $357,848,828 $2.248 $8,044,442 ($6,300,420) $1,744,022 94% $1,639,381
1-Jul-25 1-Sep-26 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,856,273) $1,891,981 94% $1,778,462
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,820,875) $1,927,380 94% $1,811,737
1-Jul-27 1-Sep-28 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,069,906) $2,678,348 94% $2,517,647
1-Jul-28 1-Sep-29 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,789,975) $2,958,279 94% $2,780,782
1-Jul-29 1-Sep-30 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,698,398) $3,049,856 94% $2,866,865
1-Jul-30 1-Sep-31 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,606,822) $3,141,433 94% $2,952,947
1-Jul-31 1-Sep-32 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,515,245) $3,233,010 94% $3,039,029
1-Jul-32 1-Sep-33 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,423,668) $3,324,587 94% $3,125,112
1-Jul-33 1-Sep-34 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-34 1-Sep-35 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-35 1-Sep-36 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-36 1-Sep-37 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-37 1-Sep-38 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-38 1-Sep-39 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-39 1-Sep-40 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-40 1-Sep-41 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-41 1-Sep-42 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-42 1-Sep-43 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-43 1-Sep-44 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-44 1-Sep-45 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-45 1-Sep-46 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-46 1-Sep-47 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-47 1-Sep-48 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-48 1-Sep-49 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
1-Jul-49 1-Sep-50 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359
Total $239,221,811 ($63,125,393) $176,096,418 $165,530,633

(a)
See Appendix B-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendix B-4.d.
(e)
Assumes a collection rate of 94% by tax sale. Based on City of Baltimore tax increment financing regulation.
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TABLE I-E
Projected Tax Increment Revenues—Scenario B (Excluding Tax Credits)
Tax Bond City City City Tax Increment
Year Year Total Assessable Estimated Tax Rate Incremental Collection Revenues after
Beginning Ending Assessed Value (a) Base Value (b) Incremental Value (Per $100 A.V.)(c) Tax Revenues Rate (d) City Collection
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519
1-Jul-21 1-Sep-22 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519
1-Jul-22 1-Sep-23 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519
1-Jul-23 1-Sep-24 $417,336,922 ($90,796,494) $326,540,428 $2.248 $7,340,629 94% $6,900,191
1-Jul-24 1-Sep-25 $448,645,322 ($90,796,494) $357,848,828 $2.248 $8,044,442 94% $7,561,775
1-Jul-25 1-Sep-26 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-27 1-Sep-28 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-28 1-Sep-29 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-29 1-Sep-30 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-30 1-Sep-31 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-31 1-Sep-32 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-32 1-Sep-33 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-33 1-Sep-34 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-34 1-Sep-35 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-35 1-Sep-36 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-36 1-Sep-37 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-37 1-Sep-38 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-38 1-Sep-39 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-39 1-Sep-40 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-40 1-Sep-41 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-41 1-Sep-42 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-42 1-Sep-43 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-43 1-Sep-44 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-44 1-Sep-45 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-45 1-Sep-46 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-46 1-Sep-47 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-47 1-Sep-48 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-48 1-Sep-49 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
1-Jul-49 1-Sep-50 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359
Total $239,221,811 $224,868,503

(a)
See Appendix B-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
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TABLE I-F
Projected Tax Increment Revenues—Scenario C (Including Tax Credits)

Year Year Total Original Assessable Tax Tax Rate Total Tax Total Sub-total Tax Collection Revenues after
Beginning Ending Assessed Value (a) Base Value (b) Increment (Per $100 A.V.)(c) Increment Revenues Tax Credits(d) Increment Revenues Rate (e) City Collection
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904
1-Jul-21 1-Sep-22 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 ($974,831) $360,172 94% $338,561
1-Jul-22 1-Sep-23 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 ($950,135) $384,868 94% $361,776
1-Jul-23 1-Sep-24 $375,603,230 ($90,796,494) $284,806,736 $2.248 $6,402,455 ($5,148,166) $1,254,290 94% $1,179,032
1-Jul-24 1-Sep-25 $418,735,634 ($90,796,494) $327,939,140 $2.248 $7,372,072 ($5,867,293) $1,504,778 94% $1,414,492
1-Jul-25 1-Sep-26 $463,955,265 ($90,796,494) $373,158,771 $2.248 $8,388,609 ($6,622,980) $1,765,629 94% $1,659,692
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,823,972) $1,924,282 94% $1,808,825
1-Jul-27 1-Sep-28 $489,552,797 ($90,796,494) $398,756,303 $2.248 $8,964,042 ($6,195,137) $2,768,905 94% $2,602,771
1-Jul-28 1-Sep-29 $499,343,853 ($90,796,494) $408,547,359 $2.248 $9,184,145 ($6,028,190) $3,155,955 94% $2,966,597
1-Jul-29 1-Sep-30 $509,330,730 ($90,796,494) $418,534,236 $2.248 $9,408,650 ($6,052,066) $3,356,583 94% $3,155,188
1-Jul-30 1-Sep-31 $519,517,344 ($90,796,494) $428,720,850 $2.248 $9,637,645 ($6,074,463) $3,563,182 94% $3,349,391
1-Jul-31 1-Sep-32 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 ($6,095,311) $3,775,909 94% $3,549,354
1-Jul-32 1-Sep-33 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 ($6,114,539) $3,994,927 94% $3,755,231
1-Jul-33 1-Sep-34 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 $0 $10,352,478 94% $9,731,329
1-Jul-34 1-Sep-35 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 $0 $10,600,349 94% $9,964,328
1-Jul-35 1-Sep-36 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 $0 $10,853,178 94% $10,201,988
1-Jul-36 1-Sep-37 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 $0 $11,111,064 94% $10,444,400
1-Jul-37 1-Sep-38 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 $0 $11,374,107 94% $10,691,661
1-Jul-38 1-Sep-39 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 $0 $11,642,412 94% $10,943,867
1-Jul-39 1-Sep-40 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 $0 $11,916,082 94% $11,201,117
1-Jul-40 1-Sep-41 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 $0 $12,195,226 94% $11,463,512
1-Jul-41 1-Sep-42 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 $0 $12,479,952 94% $11,731,155
1-Jul-42 1-Sep-43 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 $0 $12,770,374 94% $12,004,151
1-Jul-43 1-Sep-44 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 $0 $13,066,603 94% $12,282,607
1-Jul-44 1-Sep-45 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 $0 $13,368,757 94% $12,566,632
1-Jul-45 1-Sep-46 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 $0 $13,676,955 94% $12,856,337
1-Jul-46 1-Sep-47 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 $0 $13,991,316 94% $13,151,837
1-Jul-47 1-Sep-48 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 $0 $14,311,964 94% $13,453,246
1-Jul-48 1-Sep-49 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 $0 $14,639,026 94% $13,760,684
1-Jul-49 1-Sep-50 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 $0 $14,972,628 94% $14,074,270
Total $305,789,161 ($64,056,248) $241,732,913 $227,228,938

(a)
See Appendix C-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendix C-4.d.
(e)
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TABLE I-G
Projected Tax Increment Revenues—Scenario C (Excluding Tax Credits)
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Refer to Appendices A, B, and C, attached hereto, for projected Tax Increment Revenues for each
year.
Projected Debt Service Coverage

The total principal amount of the 2020 Bonds to be issued on behalf of the Districts and secured by
debt service is approximately $133,995,000. This bond issue results in an estimated debt service of
$7,053,243 for the bond year ending September 1, 2026 (the first year in which stabilized taxes from
the Development are anticipated).5 The projected net debt service is included Appendices A, B, and
C, attached hereto.
Tax Increment Revenues are projected to exceed debt service for the 2020 Bonds in the year of
stabilization under each scenario prior to the consideration of tax credits. When tax credits are
considered, Tax Increment Revenues are expected to be insufficient to pay debt service for the 2020
Bonds in the year of stabilization under each scenario. Over time, as tax credits are projected to expire,
Tax Increment Revenues are projected to grow in an amount sufficient to pay debt service under
Scenario A. Until such time that this occurs, however, a Special Tax will be levied upon and collected
from properties within the Special Taxing District.
Table I-H through I-M on the following pages show estimated debt service coverage resulting from
Tax Increment Revenues generated within the Development District, both excluding and including
the effect of tax credits.
5 Based on calculations of debt service as provided by Citigroup Global Markets, Inc.
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TABLE I-H
Projected Debt Service Coverage—Scenario A (Including Tax Credits)
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TABLE I-I
Projected Debt Service Coverage—Scenario A (Excluding Tax Credits)
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TABLE I-J
Projected Debt Service Coverage—Scenario B (Including Tax Credits)
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TABLE I-K
Projected Debt Service Coverage—Scenario B (Excluding Tax Credits)
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TABLE I-L
Projected Debt Service Coverage—Scenario C (Including Tax Credits)
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TABLE I-M
Projected Debt Service Coverage—Scenario C (Excluding Tax Credits)
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Appendices A, B, and C, attached hereto, provide detailed projections of revenue and debt service
coverage on an annual basis under Scenarios A, B, and C, respectively. This information is summarized
graphically in Charts 1 through 6on the following pages. These charts reflect projected revenues both
after the application of expected tax credits and prior to the application of such credits.
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II. ORGANIZATION OF REPORT
The remaining sections of this report are as follows:
Section III. Assessment & Tax Collection Procedures: a discussion of the assessment and tax
collection procedures for the City, along with information regarding historic collections.
Section IV. Historical Changes in Assessed Values: an analysis of historic appreciation of

property values and changes in applicable tax rates for the City and the Development District.
Section V. Description of the Districts: a history of the Districts, along with an overview of current
conditions in and around the Districts.
Section VI. Port Covington Development: a description of existing and planned development
within the Districts.
Section VII. Projection of Market and Assessed Values: a forecast of market and assessed values
under each scenario, for both the existing and future development, as applicable.
Section VIII. Projection of Tax Increment Revenues: projections of Tax Increment Revenues
under each scenario.
Section IX. Projection of Special Taxes: projection of required Special Taxes Revenues under each
scenario.
Section X. Projected Debt Service Coverage: projected debt service coverage for the 2020 Bonds
under each scenario.
Section XI: Assumptions and Limitations: an account of the assumptions, limitations, caveats and
qualifications applicable to any forward -looking projections included herein.
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III. ASSESSMENT AND TAX COLLECTION PROCEDURES
ASSESSMENT PROCEDURES
Overview
Pursuant to Maryland law, all taxes upon real property must be “laid upon the actual value of the
property taxed in a fair and equitable manner.” The Supervisor of Assessments for the City, appointed
by SDAT, assesses properties on a triennial basis, with one-third of the properties in the City
reassessed every year. The Supervisor of Assessments’ functions include appraising and listing all real
property for taxation in the City, as well maintaining an inventory of all real estate within the City,
including depictions of land ownership boundaries, data records showing ownership, and legal
descriptions.
Schedule
Property is assessed as of its condition on January 1 of the assessment year. The property is assessed
once every three years in the State of Maryland unless new improvements are made to the property.
Property is reassessed for new improvements each quarter. There are three Assessment Areas in the
City of Baltimore. The next reassessment date for each Assessment Area is as follows:6
Assessment Area Reassessment Year

Assessment Area 1 January 1, 2022
Table III-A provides Assessment Area information for the Districts.
TABLE III-A
Assessment Area for Districts
Assessment Last Next

Location Area Reassessment Reassessment
Port Covington Area 3 January 1, 2018 January 1, 2021
Source: Maryland State Department of Assessments and Taxation.
6 Source: Maryland State Department of Assessments and Taxation.
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Property owners receive assessment notices in the December preceding the January 1 assessment date.
Upon receipt of the assessment notice, property tax owners may begin the appeals process. A detailed
schedule of the assessment, appeals, and taxation process is included as Table III-D of this section.
Methodology
Maryland law requires assessed values to be based on full cash value as established by selling prices in
a market area. Since assessments are performed every three years, the Supervisor of Assessments is
required to calculate a “phase-in assessment.” For any increase in the full cash value of a property not
related to new improvements, Maryland law requires that the increase in value over the old value be
"phased-in" over the next three years. For example, a property formerly appraised at $100,000 is
reappraised at $130,000. In this instance, the new appraisal is $30,000 higher than the old appraisal.
The $30,000 is "phased-in" equally over the next three years with the following phase-in assessments:
1 year, $110,000; 2nd year, $120,000; 3rd year, $130,000.
The Supervisor of Assessments uses different valuation methods depending on property type:
Cost Approach – The cost approach values property based on the costs of development. The value
of a structure is determined by estimating the cost to replace the building with a new structure and
then subtracting depreciation. This method assumes the cost of replacing the existing building plus
the value of the land equals market value. The steps in applying the cost approach include:
 Estimating the site value (land and site improvements) through a review of comparable sales;
 Estimating the cost of replacing the existing building with one of similar usefulness (reflecting
current building design and materials); and
 Deducting all sources of depreciation, including physical deterioration (“wear and tear” on a
building) and functional and economic obsolescence. Functional obsolescence is the reduced
ability of the building to perform the function it was originally designed and built for.
Economic obsolescence refers to external forces that affect the ability of the building to
continue to perform, including changes in transportation corridors, new types of building
design demanded by the market, etc.
The cost approach is relied upon most often when the property being appraised is new or nearly new
and income is not yet stabilized, where there are no comparable sales, or where the improvements are
relatively unique or specialized.
Sales Comparison Approach – The sales comparison approach is based on the premise that the
value of a specific property is set by the price an informed purchaser would pay for a comparable
property, offering similar desirability and usefulness. For instance, if recent sales of some
condominium units within the same building indicate an increase in market values, all values for
condominiums in the building will be reassessed to reflect this increase in market value. This requires
an understanding of market variables, including location, property size, physical features and relevant
economic factors. The process of identifying and analyzing comparable property sales is repeated until
a satisfactory range of value indicators for the subject property is established and a final estimate of
value is possible. The limitations of the sales comparison approach are that it requires recent and
accurate sales data for similar properties. The sales comparison approach is relied upon most often
for appraising for-sale residential property.
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Income Capitalization Approach – The income capitalization approach to value is based on the
premise that the value of a property is directly related to the income it will generate. The Supervisor
of Assessments analyzes both the property’s ability to produce future income and its expenses, and
then estimates the property’s value. The Supervisor of Assessments develops a capitalization rate by
analyzing the sales of similar income properties and determining the relationship between the selling
price and net income.
The steps in applying the income capitalization approach are to determine the stabilized, net operating
income by:
 Estimating potential gross income from all sources;

 Deducting an allowance for vacancy and bad debts; and
 Deducting direct and indirect operating expenses.
To estimate the potential gross income, the Supervisor of Assessments determines market rents by
analyzing actual rental rates, both within the subject property (if it has stabilized operating revenue)
and in comparable properties in the market area.
The Supervisor of Assessments then divides the resultant net operating income by a market
capitalization rate, reflecting the property type and effective date of valuation, to produce an estimate
of overall property value.
To establish the appropriate capitalization rate, the Supervisor of Assessments analyzes sales data,
comparing net operating income to selling price, in the same market to determine rates of return. The
capitalization rate will vary depending on the attractiveness of the property as an investment, income
risks, and physical characteristics.
The Supervisor of Assessments relies upon the income approach most often when appraising
properties that produce a rental income from single or multiple tenants. The capitalized value of the
income stream provides an estimate of the market value of the property (land and improvements).
Appeals
Property owners in the State of Maryland have the right to appeal property assessments on the basis
of taxability, uniformity, or values. In the City, this appeal must be submitted within 45 days of
notification that the property value has changed. Upon appeal, the Assessor reviews the claim and
renders a decision. If the property owner still objects to the findings, the owner has 30 days to file an
appeal with Property Tax Assessment Appeal Board, an independent board comprised of three local
residents in the City.
Upon receiving the appeal, the Property Tax Assessment Appeal Board will schedule a hearing. If the
property owner is not satisfied with the decision made by Property Tax Assessment Appeal Board, an
appeal may be filed with the Maryland Tax Court within 30 days of the date of board’s decision. Any
discontent with the decision rendered by the Maryland Tax Court may be appealed to the Maryland
Circuit Court. A detailed schedule of the assessment, appellate, and taxation process is included in
Table III-D.
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TAXATION PROCEDURES
Overview
The Director of Finance of the City of Baltimore takes the assessed value provided by SDAT, applies
any applicable exemptions, and calculates taxes for each property. The Director of Finance then mails
bills to corresponding property owners.
Credits and Exemptions
Credits Assumed in Report
1) The Districts are located within an Enterprise Zone. If a property is non-residential and
located in an Enterprise Zone, the property is eligible for a ten-year property tax credit that
encourages development in economically distressed areas as measured by unemployment,
poverty status, population decline, or property abandonment. The credit is 80% of improved
assessed value, or the difference between the base value and the improved value of the
property, for the first five years and in years six through ten decreases by 10% each year. State
focus zones (located in Carroll, Camden and Westport and not in the Districts) are eligible for
the 80% credit for the full ten years. It is assumed that existing and future commercial
development within Port Covington will receive the Enterprise Zone Credit.
2) The Brownfields Property Tax Credit is a program designed to encourage the reuse and
redevelopment of contaminated, abandoned or under-utilized industrial/commercial sites.
This program offers credits for both real and personal property taxes on the increased property
taxes after improvements. The credit is equal to 50% of the improved assessed value except
for projects that spend more than $250,000 in eligible work, in which case it is 70%. If the site
is located in an Enterprise Zone, the credit will be applied over a ten-year period, with the
Enterprise Zone credit applied first. If the site is not located in an Enterprise Zone, the credit
is applied over five years. The eligibility criteria for Brownfields Property Tax Credits are:
A. The site must be in the Maryland Voluntary Cleanup Program (“VCP”) or the Maryland
Oil Control Program and there must be a letter from the Maryland Department of the
Environment (“MDE”) indicating no further action is needed;
B. The site must be designated as a “Qualified Brownfields Site” by the Maryland Department
of Business and Economic Development. Note that site owners who do not meet
Maryland’s definition of an “Inculpable Person” are not eligible.
As more fully described in Section VI, the Development is located on a Qualified Brownfields Site
and has received the necessary designations from MDE. Based on discussions with the Developer, it
is assumed that those components of the Development not eligible to receive the Enterprise Credit
(i.e. residential apartment units) will receive the Brownfields Property Tax Credit. It is assumed that,
for Development components eligible to receive the Enterprise Zone Credit, the improved assessed
value will first be reduced by the Enterprise Zone Credit. It is then assumed that the Brownfields
Property Tax Credit is applied to the remaining portion of improved assessed value not reduced by
the Enterprise Zone Credit. It is further assumed that more than $250,000 in eligible work is expended,
resulting in the credit equaling 70% of improved value.
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Other Tax Credits Not Assumed in Report
In addition to the aforementioned credits, there are several programs that result in real property tax
credits, which are neither applicable nor assumed in this report due to the nature of the development
or ineligibility of the property for the credits.
Tax Rates
Tax rates are set on an annual basis by the City. The tax rates for the 2020-2021 tax year in the City
are as follows:
City tax rate = $2.248 per $100 Assessed Value
From tax years 1999-2000 through 2019-2020, tax rates have declined 3.44%, which is a compounded
average annual decline of 0.17%. Table III-B on the following page provides historical tax rates in the
City of Baltimore over this time frame.
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TABLE III-B
City of Baltimore Historical Tax Rates
Tax Rate Per $100

Tax Year Assessed Value(a)
1999-2000 $2.328
2000-2001 $2.328
2001-2002 $2.328
2002-2003 $2.328
2003-2004 $2.328
2004-2005 $2.328
2005-2006 $2.308
2006-2007 $2.288
2007-2008 $2.268
2008-2009 $2.268
2009-2010 $2.268
2010-2011 $2.268
2011-2012 $2.268
2012-2013 $2.268
2013-2014 $2.248
2014-2015 $2.248
2015-2016 $2.248
2016-2017 $2.248
2017-2018 $2.248
2018-2019 $2.248
2019-2020 $2.248
2020-2021 $2.248
Overall Decrease -3.44%
Average Annual Decrease -0.17%
(a)Source
for tax years 2010-2011 and prior: City of Baltimore Comprehensive Annual Financial Report (City of Baltimore
Department of Finance).
City tax rates have fluctuated in past years. It is likely that the tax rate will continue to change in the
future; for projecting estimated futures tax revenues in this report, however, a static rate of $2.248 per
$100 of assessed value was assumed for all scenarios. Chart 4 on the following page shows the change
in tax rate over time.
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CHART 4: CITY HISTORICAL REAL PROPERTY TAX RATES
(PER $100 OF ASSESSED VALUE)
$2.500
$2.000
$1.500
$1.000
$0.500
$0.000
City of Baltimore Tax Levy
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Penalties and Interest
All taxes remaining unpaid after the City due dates are delinquent and are subject to interest and
penalties. City taxes are payable bi-annually by September 30 and December 31 for owner-occupied
residential property and commercial property with property taxes totaling less than $100,000. For all
other property, City taxes are payable in full by September 30. The City offers a 0.5% discount if the
tax bill is paid in full before August 1. No discount is given for payments made on and after August
1. On the day after the tax due date, interest accrues at the rate of 1% per month or any fraction of
the month until paid and a penalty accrues at the rate of 1% for each month and fraction thereof until
paid. Any additional fees and costs may accrue as collection actions are taken.
Collection Rates
The timely and delinquent collection of City property tax levies for 2004-2018 are shown in Table III-
C.
TABLE III-C
City of Baltimore – Historical Levies and Collections (in $000’s)
For purposes of this report, a permanent 6% collection loss (or 94% collection rate) is assumed in
future years. This rate is believed to be conservative, given the nature of the Development and
historical Citywide collections.
Timeline
After the tax roll is submitted by SDAT at the beginning of January, the Director of Finance calculates
taxes owed and sends bills beginning in July. The property owner has the right to appeal the assessed
value, which must be submitted within 45 days of receiving an assessment notice. City property taxes
are due by September 30 and December 31 for owner-occupied residential property and commercial
property with real property taxes of less than $100,000, and by September 30 for all other properties.
Table III-D on the following page outlines the assessment, appeals and taxation timeline.
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TABLE III-D
Assessment, Appellate, and Taxation Timeline
Process Date
Assessment notification mailed to property owners December
Valuation date (Date of Finality) for real property(a) January 1
Deadline for appealing reassessment notices mailed the prior December Mid- February
Homeowners’ tax credit applications received by this date will have credits reflected May 1
on July 1 property tax bills, if eligible
Appropriation of tax increment revenues and special taxes equal to required debt On or before
service for subsequent fiscal year June 30
Director of Finance calculates and mails tax bills July 1
Based on projections of Tax Increment Revenues to be available to pay required September
debt service in the next Fiscal Year, Administrator notifies City of amount of
Special Taxes, if any, that will be needed in such Fiscal Year
Deadline to submit Homeowners' and Renters' tax credit applications and real September 1
property exemptions
Deadline to pay first installment of City taxes (owner-occupied and owners of September 30
commercial property whose property taxes do not exceed $100,000)
Deadline to pay real property taxes without penalty (owners of commercial property September 30
whose property taxes exceed $100,000)
Director of Finance sends Special Tax bill, if necessary (payments are due in 45 October
days)
Deadline to pay final installment of City taxes (owner-occupied and owners of December 31
commercial property whose property taxes do not exceed $100,000)
Final bill and legal notice mailed to property owners who have not yet paid taxes February 1
Transfers of Tax Increment Revenues to pay interest due on March 1 and Special On or before
Taxes, if necessary to pay such scheduled debt service March 1
Interest payment due from amounts on deposit in the accounts within the Debt March 1
Service Fund
First of two instances of publication of properties going to tax sale March
Mailing of notice to owners of properties subject to tax sale April
Tax sale May
Transfers of Tax Increment Revenues to pay scheduled debt service due on On or before
September 1 and Special Taxes, if necessary, to pay such scheduled debt service June 15
Payment of scheduled debt service September 1
Source: Baltimore City Department of Finance; Maryland State Department of Assessments and Taxation.
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IV. HISTORICAL APPRECIATION IN ASSESSED VALUES
RESULTS
Property values typically appreciate over time. SDAT publishes an annual report for the most recently
revalued reassessment area, which provides the average increase in assessments for each county since
the previous triennial reassessment. Analysis of triennial changes to assessed value reveals material
appreciation for all real property for the period selected (2000 through 2019).7 The average annual
appreciation for this time period was 4.6%. This percentage is calculated prior to taking into account
the Homestead Credit, which restricts increases in owner-occupied housing assessed values to 4%
annually.8 Table IV-A on the following page shows the average annual appreciation of assessed values
in the City from 2000 to 2019. The percentage in any given year indicates the appreciation over the
prior year and is not cumulative.
7
MuniCap estimated annual appreciation based on the triennial growth reported by SDAT.
8 As residential properties are sold, assessed values are reset to reflect current market values, rather than the value as
restricted by the Homestead Credit. As a result, in the event that actual growth in market values exceeds 4%, annual growth
in assessed values used for tax purposes can be expected to be somewhere between 4% and actual growth in assessed
value.
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TABLE IV-A
Historical Appreciation in Values (City of Baltimore)
Increase Since Triennial

Year Reassessment(a) Annual Appreciation(b)
2000 7.3% 2.4%
2001 10.3% 3.3%
2002 6.1% 2.0%
2003 23.0% 7.1%
2004 18.5% 5.8%
2005 21.6% 6.7%
2006 45.6% 13.3%
2007 58.5% 16.6%
2008 75.0% 20.5%
2009 20.9% 6.5%
2010 -2.6% -0.9%
2011 -8.7% -3.0%
2012 -6.8% -2.3%
2013 -3.1% -1.0%
2014 7.0% 2.3%
2015 9.6% 3.1%
2016 10.9% 3.5%
2017 6.2% 2.0%
2018 3.6% 1.2%
2019 8.4% 2.7%
Average Annual Appreciation 4.6%
Compound Growth Rate 4.4%
(a)Source: Maryland State Department of Assessments and Taxation.
(b)Represents compounded growth rate for three years, based on triennial reassessment.
Based on the annual appreciation rates shown in Table IV-A, the compound annual growth rate from
2000 to 2019 is 4.4%. Using the annual appreciation rates shown in Table IV-A and the tax rates for
this same period shown in Table III-B, the compound growth rate of taxes levied on a given parcel
has been equal to 4.2%. This information is shown graphically in Chart 5 at the end of this section.
A future annual appreciation rate of 2% for all property is used in Scenarios A and C of this report to
project future appreciated assessed values. Based on the historic trends outlined in this section, this
rate is believed to be conservative, although it should be noted that values have depreciated in some
years, including from 2010 through 2013.9
9These declines coincided with the real estate crisis of 2008 and the ensuing recession. While the period of decline is not
believed to be indicative of a long-term trend, values in future years will not appreciate at a uniform rate and values may
depreciate in some years.
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V. DESCRIPTION OF DISTRICTS
ENABLING ACTS
The City Council of Baltimore City (the “City Council”) and the Mayor of Baltimore City (the
“Mayor”) created the Development District pursuant to Article II, Section (62) of the Baltimore City
Charter (1996 Edition), as amended (the “Tax Increment Act”). Ordinance No. 16-528 (the “Tax
Increment Ordinance”), adopted by the City Council on September 19, 2016 and ratified by mayoral
approval on September 22, 2016, established the Development District.
The City Council and Mayor created the Special Tax District pursuant to Article II, Section (62A) of
the Baltimore City Charter (1996 Edition), as amended (the “Special Taxing District Act,” and,
together with the Tax Increment Act, the “City Enabling Acts”). Ordinance No. 16-530 (the “Special
Tax Ordinance”), adopted by the City Council of Baltimore on September 19, 2016 and ratified by
mayoral approval on September 22, 2016, established the Development District.
Ordinance No. 16-529 (the “Bond Ordinance,” and together with the Tax Increment Ordinance and
the Special Taxing District Ordinance, the “Ordinances”), adopted by the City Council on September
19, 2016 and approved by the Mayor on September 22, 2016, authorized:
(i) the issuance by the City or a State Issuer (as defined in the Bond Ordinance) from time to
time in one or more series of its special obligation bonds or notes pursuant to one or more
indentures in the maximum aggregate principal amount of $660,000,000 for the purpose
of financing and refinancing certain costs of the Project (as defined in the Bond
Ordinance),
(ii) the execution and delivery of a contribution agreement, pursuant to which the City may
pledge the Pledged Revenues towards payment of such bonds and related expenses, and
(iii) the Board of Finance of the Mayor and City Council (the “Board of Finance”) to specify
and prescribe by resolution certain matters pertaining to such bonds.
MEDCO will issue the 2020 Bonds pursuant to the provisions of Sections 10-101 through 10-132,
inclusive, of the Economic Development Article of the Annotated Code of Maryland (the “MEDCO
Act”), an Indenture of Trust dated as of December 1, 2020 (the “Indenture”), by and between
MEDCO and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), and a resolution
of the Board of the Issuer, dated March 18, 2019.
The City has authorized the execution of a contribution agreement (the “Contribution Agreement”)
and the pledge of the Pledged Revenues pursuant to the City Enabling Acts and a resolution of the
Board of Finance dated December 18, 2019.
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SERIES 2020 BONDS
The 2020 Bonds are being issued to provide funds, together with other available funds, for the
following purposes (capitalized terms are as defined in the LOM):
(i) finance the Series 2020 Project, which is expected to include certain public and other
infrastructure improvements that will be located within the Districts;
(ii) initially fund the Series 2020 Reserve Fund;
(iii) fund the Series 2020 Capitalized Interest Account in an amount that is estimated to be
sufficient to pay interest on the 2020 Bonds through September 1, 2023;
(iv) pay Administrative Expenses;
(v) pay a portion of the costs of issuance associated with the 2020 Bonds.
THE SITE
The Site is on the Port Covington Peninsula, located in the southwestern portion of the City. The Port
Covington Peninsula, which sits on the Middle Branch of the Patapsco River and immediately south
of I-95, includes approximately 270 acres. Prior to the establishment of the Districts, the Port
Covington Peninsula was an underutilized, formerly industrial site with multiple owners. Beginning in
2011, the Developer, in partnership with Kevin Plank, Founder and Chairman of Under Armour, Inc.
(“Under Armour”), through Sagamore Development Holdings, LLC (“SDH”) began to assemble the
parcels for a mixed-use waterfront development.
The Baltimore City Planning Commission (the “Planning Commission”) adopted the Port Covington
Master Plan Development (the “Master Plan”) on June 23, 2016. The Master Plan provided a
comprehensive proposal “to transform approximately 260 acres of underutilized industrial land into
a dynamic mixed-use community where people can work, live, shop, recreate, and enjoy the natural
beauty of Baltimore and its waterfront.”
The Development District comprises , includes 237 acres of fast land and 33 acres of riparian rights
and is generally bounded by the Middle Branch of the Patapsco River to the west, Ferry Bar Channel
of the Patapsco River to the south, Winans Cove of the Patapsco River to the east, and Interstate 95
to the north.
The Special Taxing District comprises approximately 155 acres within the larger Development
District, and consists of properties that the Owner currently owns outright or through various wholly-
owned subsidiaries.
See Exhibits A and B for depictions of the Development District and Special Taxing District
boundaries, respectively, at the end of this section. See Exhibit C for an aerial photograph of the Site.
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ECONOMIC AND DEMOGRAPHIC INFORMATION
The City comprises approximately 92 square miles located on the Patapsco River, a tributary of the
Chesapeake Bay. Apart from the waterfront portions of the City, it is almost completely surrounded
by Baltimore County, a separate entity, to the east, north, west, and part of the south, with Anne
Arundel County adjoining the City on its southern border. It is located within the I-695 beltway, which
provides access to several major interstates, including I-95, I-83, and I-70, and is serviced by
Baltimore/Washington International Thurgood Marshall Airport (BWI) in Anne Arundel County.
The estimated population as of 2019 was 593,490.10
The City is the historic, business, education, and cultural center of the State. Traditionally a seaport
and industrial center, the City’s leading employment sectors are now health care and education related
services. Major employers include Johns Hopkins University, Johns Hopkins Hospital, University of
Maryland Medical System, University System of Maryland, MedStar, Exelon/Constellation
Energy/BGE, Amazon, and Under Armour. 11
The 2014-2018 median household income for the City was $48,840 and the median home value was
$156,400, compared to the 2014-2018 median household income of $81,868 and the median home
value of $305,500 for the State.12 According to the U.S. Bureau of Labor Statistics, the unemployment
rate in the City was 9.1% as of September 2020 (not seasonally adjusted), compared to 6.9% in the
State and 7.7% nationally for this same period. The City’s September 2020 unemployment rate, which
represents a year-over-year increase from 4.8% in September 2019, includes impacts from COVID-
19 on the local economy in preceding months. Table V-A shows year-to-date and year-over-year
unemployment data for the City.
TABLE IV-A
Unemployment Rate 2019-2020 (City of Baltimore)
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2020 4.9% 4.7% 4.9% 11.6% 11.5% 10.5% 10.0% 9.5% 9.1% N.A. N.A. N.A.
2019 5.8% 5.4% 5.2% 4.7% 4.9% 5.5% 5.5% 5.7% 4.8% 4.8% 4.6% 4.2%
Source: Federal Reserve Bank of St. Louis, Economic Research Division. Not seasonally adjusted.
According to U.S. Census data, 84.1% of City residents over the age of 25 are high school graduates,
while 30.4% have a bachelor’s degree or higher. Over 100,000 college students from around the world
attend the City’s 12 accredited two-year and four-year colleges, which include Johns Hopkins
University, University of Maryland-Baltimore, Loyola University Maryland, University of Baltimore,
Coppin State University, and Morgan State University.13
10 Source: “Annual Estimates of the Resident Population, April 1, 2010 to July 1, 2019,” U.S. Census Bureau, Population
Division.
11 Source: City of Baltimore, Maryland Comprehensive Annual Financial Report Year Ended June 30, 2019.
12 2014-2018 American Community Survey 5-Year Estimates, U.S. Census Bureau.
13 Source: City of Baltimore Office of Economic Development.
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Appraisal of Real Property – Port Covington Special Taxing District by Cushman & Wakefield and dated June
1, 2020 (the “Appraisal and Market Study”) summarizes the economic outlook for the City and
surrounding region as follows:
“Baltimore’s mature economy continued its expansion path as strong port activity,
coupled with healthy wage gains, continue to spark economic growth through early
2020, prior to the impact of the COVID-19 pandemic. The region’s Gross Metro
Product grew 1.4% in 2019, driving an overall nonfarm employment growth rate of
1.2%. Overall, the Baltimore CBSA’s Gross Metro Product is projected to increase at
a compound annual growth rate of 2.7% over the next five years, adjusted for near-
term economic impacts of the COVID-19 global pandemic. Rising industries like
cyber-security, medical research and distribution have shown success in economic and
private sector growth recently. The historically strong industries like financial activities,
professional and business services, transportation and warehousing, and education and
health services continue to drive long term growth in the private sector.”
According to the Baltimore Neighborhood Indicators Alliance, the South Baltimore Community
Statistical Area (“CSA”), which includes Locust Point and the Port Covington Peninsula, currently
has 6,406 residents. Most educational and economic metrics are better for the South Baltimore CSA
than for the City as a whole. Median household income was $109,295, or more than double the City
median household income.14 The percentage of family households living below the poverty line in the
South Baltimore CSA is 0.8%. Most households (93.9%) in the South Baltimore CSA have access to
a vehicle, compared to the Citywide average of 71.0%. Of neighborhood residents age 25 or older,
91.4% were high school graduates and 70.5% had a bachelor’s degree or higher.
The Appraisal and Market Study concludes the following about the Site’s location:
“The local area is a densely developed area improved with a mix of commercial,
residential, and institutional facilities. The local area is undergoing urban renewal, with
older obsolete buildings being renovated or redeveloped for commercial and
residential uses. The local area benefits by excellent transportation linkages including
major traffic arteries and public transportation that connects the local area to the
surrounding metropolitan area. Recent revitalization of the urban core has attracted
new employers, as well as young professionals and empty-nesters back to the city,
stabilizing the population and households... The near- and long-term outlook for the
local area is for substantial growth as revitalization continues. The long-term outlook
for the subject’s locale should remain desirable to market participants.”
14
2014-2018 American Community Survey 5-Year Estimates, U.S. Census Bureau, as compiled by the Baltimore City
Department of Planning.
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EXHIBIT A: DEVELOPMENT DISTRICT BOUNDARIES
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EXHIBIT B: SPECIAL TAXING DISTRICT BOUNDARIES
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EXHIBIT C: PORT COVINGTON PENNINSULA
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VI. PORT COVINGTON PROJECT
OVERVIEW
As noted in Section I, the Port Covington Project will occur over several phases known as “Chapters.”
Prior to establishing the Districts, Port Covington contained the Existing Development. After the
establishment of the Districts, the first portion of redevelopment to occur was Chapter 1A. The next
phase of development is Chapter 1B and will coincide with the public improvements financed by the
Series 2020 Bonds.
According to the Developer’s current plans, once completed, Port Covington will consist of
approximately 14.1 million square feet of mixed-use real estate, comprised of the following uses:
• Office Use: 3.5 million square feet

• Retail and Restaurant Use: 1.2 million square feet
• Residential Use: ~9,000 units
• Hotel Use: ~1,500 rooms
The remainder of this section provides additional detail regarding the Existing Development, Chapter
1A Development, and Chapter 1B Development, which are those portions of the Port Covington
Project included in the projections of Pledged Revenues.15
Existing Development
The Existing Development includes seven commercial structures, as well as seven rowhomes.
 Nick’s Fish House: Completed in 2004, Nick’s Fish House is a casual seafood restaurant
with indoor and patio seating. The restaurant is adjoined with the Baltimore Yacht Basin
Marina and offers waterfront views. The Owner acquired the property in 2015.
 Baltimore Sun Building: Completed in 1990, the building is leased by the Baltimore Sun
Media Group from the Owner, which acquired the property in 2014. Originally strictly a
printing and production facility, the Baltimore Sun Media Group converted approximately
37,000 square feet into office space in 2018. The building now functions as the Baltimore Sun
Media Group’s headquarters.
 Atlantic Forest Products (AFP) Building: Originally completed in 1966 as a warehouse, the
building is currently being used as the Port Covington Impact Village, which provides
complementary office space to a variety of small business. The Owner acquired the property
in 2015.
 Former Walmart Building: Completed in 2002, the building was an operating Walmart until
Under Armour’s acquisition of the building in 2016.
15 Based on information provided by Developer.
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 Schuster Concrete Building: Originally completed in 1920, the building is a vacant
warehouse facility that was formerly home to Schuster Concrete. The Owner acquired the
property in 2014.
 Dog Resort: Built in 1960 and originally functioning as a retail store, the building is 100%
leased to the Downtown Dog Resort and Hospital, which provides dog daycare, boarding, and
training services. The Owner acquired the property in 2016.
 Under Armour (Building 37): Completed in 2002, the building was an operating Sam’s Club
until Under Armour’s acquisition of the property in 2016. Under Armour has since
redeveloped the property into office space as part of their planned global headquarters.
 McComas Street Rowhomes: The seven turn-of-the-century rowhomes were acquired by

the Owner between 2014 and 2016. According to the Developer, five of the units are in full-
market rentable condition, while the remaining two units require minor renovation.
Table VI-A, below, summarizes the Existing Development, including square footage.
TABLE VI-A
Summary of Existing Development
Estimated Area(a)
Property Type Completion Units GSF per Unit GSF
Existing Port Covington Development
Nick's Fish House (b) Complete - - 4,623
Baltimore Sun Building (b) Complete - - 256,033
AFP Building (b) Complete - - 43,260
Former Walmart Building (b) Complete - - 143,040
Schuster Concrete Building (b) Complete - - 97,097
Dog Resort (b) Complete - - 13,370
McComas Street Rowhomes (b) Complete 7 1,424 9,970
UnderArmour (Building 37) (b) Complete - - 130,210

Sub-total existing Port Covington development 7 697,603
(a)
Provided by BUR. See appendices A-2.a, A-2.b and A-2.c.
(b)
See Appendices E-1 and E-2. Assessed value reflects actual parcel assessed value.
Exhibit D, at the end of this section, provides the location and photographs of the Existing
Development.
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The Chapter 1A Development includes those portions of the Port Covington Project that have been
completed subsequent to the creation of the Districts.
 City Garage: Originally completed in 1965, the building was a Baltimore City Central
Automotive Repair Facility. In 2016, it was renovated into a flex/office building, anchored by
Under Armour’s 70,000 square foot Lighthouse Process and Innovation Facility, which is the
company’s manufacturing and innovation arm. The property also serves as an innovation and
incubation space for start-up companies. The Owner acquired the property in 2013.
 Rye Street Tavern: Completed in 2017, Rye Street Tavern is a bi-level restaurant specializing
in new American cuisine, along with craft cocktails, beer and wine. The restaurant offers
indoor and outdoor dining with views of the Patapsco River.
 Sagamore Spirit Distillery: Also completed in 2017, the property houses the distillery for
Sagamore Spirit, featuring a 40-foot mirrored-finished copper column still, offices for distillery
operations, a visitor center and gift shop, and a tasting room. The distillery offers tours daily.
Table VI-B, below, summarizes the Chapter 1A Development, including square footage.
TABLE VI-B
Summary of Chapter 1A Development
Estimated Area(a)
Property Type Completion Units GSF per Unit GSF
E12
Rye Street Tavern (b) Complete - - 12,966
Sagamore Spirit Distillery (b) Complete - - 49,888
Sub-total E12 62,854
City Garage (b) Complete - - 141,036

Sub-total Chapter 1A development 203,890
(a)
(b)
Exhibit D, at the end of this section, provides the location and photographs of the Chapter 1A
Development.
The second portion of Chapter 1 Development, known as Chapter 1B, includes five vertical buildings,
a parking garage with over 1,000 spaces, and approximately ten acres of publicly available greenspace,
including parks, paths, and piers. The planned development contains a mix of apartment, retail, and
office components, which is planned to be completed by 2022. In addition, 20% of the residential
units planned within Chapter 1B Development will be set aside as workforce housing for families.
Table VI-C on the following page summarizes the Chapter 1B Development, including square footage
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TABLE VI-C
Summary of Chapter 1B Development
Estimated Area(a)
Property Type Completion Units GSF per Unit GSF Spaces
E6
Apartments - market rate 2022 0 1,090 218,035 -
Apartments - affordable 2022 0 1,090 58,870 -
Sub-total apartments 254 276,905
Retail - in-line 2022 - - 15,835 -

Sub-total E6 254 292,740
E5B
Apartments - short-term rentals 2022 101 1,047 105,737 -
Retail - in-line 2022 - - 5,780 -

Sub-total E5B 121 132,455
E5A
Office 2022 - - 211,739 -
Retail - in-line 2022 - - 9,542 -
Parking 2021 - - - 120
Sub-total E5A - 221,281
E7
Office 2022 - - 227,824 -
Retail - in-line 2022 - - 44,682 -
Retail - fitness 2022 - - 0 -
Sub-total retail 44,682
Sub-total E7 272,506
E1
Apartments - affordable 2022 35 1,128 39,471 -
Retail - in-line 2022 - - 8,127 -

Retail - grocery 2022 - - 32,276 -
Sub-total retail 40,403
Parking 2022 - - - 1,023

Sub-total E1 162 223,098 1,023
Sub-total Chapter 1B development 537 1,142,080 1,045
Total development 544 2,043,573 1,045

(a)
Provided by BUR. See Appendices A-2.a, A-2.b and A-2.c.
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EXHIBIT D: EXISTING PORT COVINGTON PROJECT
(EXISTING DEVELOPMENT & CHAPTER 1A)
1) Nick’s Fish House 2) Former Walmart 3) Dog Resort

Building
4) Baltimore Sun Building 5) City Garage 6) AFP Building
7) Schuster Concrete 8) Sagamore Spirit

Building Distillery and Rye
Street Tavern
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EXHIBIT D: EXISTING PORT COVINGTON PROJECT
(EXISTING DEVELOPMENT & CHAPTER 1A)
Nick’s Fish House

(2600 Insulator Drive)
• Completed 2004
• 4,623 square feet
• $1,253 assessed value per square foot
Former Walmart Building

(2701 Port Covington Drive)
• Completed 2002
• $122 assessed value per square foot
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Dog Resort
(200 West McComas Street)
• Completed 1960
Baltimore Sun Building

(300 East Cromwell Street)
• Completed 1990
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City Garage
(101 West Dickman Street)
• Completed 1965
AFP Building
(250 West Dickman Street)
• Completed 1966
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Schuster Concrete Building
(2101 Race Street)
• Completed 1920
Sagamore Spirit Distillery

• Completed 2017
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VII. PROJECTION OF MARKET AND ASSESSED VALUES
OVERVIEW
As outlined in Section III, assessed values are based on values as appraised by the Supervisor of
Assessments, which, in turn, are meant to represent fair market value. Different property types are
appraised using different methods.
Assumptions
The properties are first assumed to be on the tax roll as developed property based on estimates of
when the property will be substantially completed. No interim construction values are estimated in
this report.
This report assumes an inflation rate of 2% to account for the effect of market appreciation in Scenario
A. SDAT reassesses property on a triennial basis, with increases in value due to property appreciation
phased-in over the following three years. For purposes of estimating value in this report, MuniCap
interviewed SDAT staff and analyzed current market and assessed values for existing comparable
properties. MuniCap also estimated current market values under the income capitalization approach.
In the case of the Existing Development the Chapter 1A Development, MuniCap relied on actual
assessed values as provided by SDAT for the purposes of projecting future assessed value.
As subsequently described, MuniCap relied on the values of comparable properties to estimate

stabilized assessed value on a per unit basis (for apartments and rowhomes) and on a square foot basis
(for retail, office, and other commercial) for the Chapter 1B Development.
Comparable Properties
As described in Section V of this report, the proposed Development consists of various commercial
components, including market rate and affordable apartments, as well as office and retail uses. To
estimate the value of these properties, MuniCap reviewed a sample of properties believed to be of
similar quality to the subject site. MuniCap compiled and analyzed assessment information of
proximate similar properties, which served as a basis of estimating future assessed values at the subject
property.
Generally, it is expected that newly developed property will achieve similar values to comparable
existing property in the same market area. The two major challenges in making these comparisons are:
1. Accurately identifying the true market area in which the subject property will be competing;
and
2. Accurately identifying similar projects that truly allow for a direct comparison of the subject
property.
To address these concerns as sufficiently as possible, MuniCap consulted with the Developer to
ascertain the existing properties they viewed as direct competition to the Port Covington Project.
MuniCap also reviewed the comparable properties mentioned in the Appraisal and Market Study. In
addition, MuniCap conducted independent research, selecting potentially comparable properties based
on use, size, age, quality, and location. The resulting comparable properties were then discussed with
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SDAT staff for verification that they were suitable comparisons for the subject properties. Finally,
MuniCap conducted site visits to examine the location and condition of select comparable properties
used herein. The results are described in the following subsection.
Results – Comparable Properties

This subsection includes an overview of the comparable properties used to estimate value for each
property type. For a comprehensive listing of the parcels used for comparison, refer to Appendix D,
attached hereto.
Residential
For comparison to the proposed residential apartment development at Port Covington, MuniCap
examined properties within the City, with a particular focus on Locust Point, Harbor East, Harbor
Point, and Fells Point. MuniCap also held discussions with SDAT staff and reviewed properties used
for comparison in the Appraisal and Market Study. The properties used in this analysis are shown in
table VII-A on the following page.
Commercial
For comparison to the proposed commercial-retail and office development at Port Covington,
MuniCap examined properties within the City, with a particular focus on Port Covington, the Inner
Harbor, Harbor East, and Harbor Point. MuniCap also reviewed the properties used for comparison
in the Appraisal and Market Study. The properties used for comparison are shown in table VII-B.
The location and photographs of the comparable properties are included in the attached Exhibits E
through J.
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TABLE VII-A
Residential Comparable Property Values(a)
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TABLE VII-B
Commercial Comparable Property Values(a)
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EXHIBIT E: COMPARABLE PROPERTY LOCATION MAP
(APARTMENTS)
1) Anthem House 2) Spinnaker Bay 3) Point Street

Apartments Apartments
4) The Crescent
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EXHIBIT E: RESIDENTIAL COMPARABLES
Anthem House
(900 East Fort Avenue)
• Completed 2017
• 292 units/525,657 square feet
• $315,845 assessed value per unit
Spinnaker Bay Apartments

(801 Aliceanna Street)
• Completed 2006
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Point Street Apartments
(1300 Thames Street)
• Completed 2018
The Crescent
(951 Fell Street)
• Completed 2006
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EXHIBIT F: COMPARABLE PROPERTY LOCATION MAP
(OFFICE)
1) Under Armour 2) Harbor Point – Exelon 3) Morgan Stanley

(Building 37) Office Building
4) 100 East Pratt 5) Legg Mason
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EXHIBIT F: OFFICE COMPARABLES
Under Armour (Building 37)

(2601 Port Covington Drive)
• Completed 2002
Harbor Point – Exelon Office

(1000 Wills Street)
• Completed 2016
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Morgan Stanley Building
(1300 Thames Street)
• Completed 2010
100 East Pratt

(100 East Pratt Street)
• Completed 1975
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Legg Mason
(100 International Drive)
• Completed 2009
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EXHIBIT G: COMPARABLE PROPERTY LOCATION MAP
(RETAIL – IN LINE)
1) Rye Street Tavern 2) Pratt Street Retail 3) Retail Condo
4) The Eden 5) Legg Mason Tower
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EXHIBIT G: RETAIL IN LINE COMPARABLES
Rye Street Tavern

• Completed 2017
Pratt Street Retail

• Unit count: 3
• 30,729 total square feet
• $245 total assessed value per square
foot
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Retail Condo
(1500 Thames Street Suite B)
• Completed 2005
The Eden
(701 South Eden Street)
• Completed 2007
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Legg Mason Tower
(701 Aliceanna Street)
• Completed 2009
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EXHIBIT H: COMPARABLE PROPERTY LOCATION MAP
(RETAIL - GROCERY)
1) Safeway
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EXHIBIT H: RETAIL GROCERY COMPARABLES
Safeway
(2610 Boston Street)
• Completed 1997
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EXHIBIT I: COMPARABLE PROPERTY LOCATION MAP
(PARKING GARAGES)
1) Pier 5 Parking Garage 2) 400 East Pratt
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EXHIBIT I: PARKING GARAGES COMPARABLES
Pier 5 Parking Garage

• Completed 2004
• 644 square feet
400 East Pratt

(716 South President Street)
• Completed 2009
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INCOME CAPITALIZATION APPROACH
As a check on estimates of values established by comparable properties, MuniCap also estimated

market value using an income capitalization model. For income generating properties, owners may
appeal assessed values on an income capitalization basis. To estimate future values for commercial
properties in the Districts, MuniCap generated projections using an income capitalization model based
on information provided by SDAT, the Developer, and third-party sources as noted. MuniCap relied
most heavily on assumptions employed by SDAT to assess the existing property at the Port Covington
Project. These calculations are included in Appendix E of this report, attached hereto.
In estimating values using income capitalization, MuniCap endeavored to replicate the process used
by SDAT. This process involves first estimating the rent paid by tenants at the property, which is
assumed to be “triple net” for the retail component and gross rent for the other property types. Under
a triple net lease, the tenant pays, in addition to its rent, the real property taxes, building insurance,
and maintenance on the portion of the building rented by the tenant. When such information is
available, SDAT will use actual rents when valuing the building. In the absence of actual rent rates,
SDAT will estimate market rents.
Once the rental rate has been established, SDAT then deducts a percentage for vacancy and a
percentage for expenses not passed on directly to the tenant. The resulting figure is the net operating
income, or NOI, of the property. The NOI is then divided by a capitalization rate to calculate the
current fair market value of the property.
MuniCap’s estimated values of the proposed commercial property in the District using the income
capitalization approach are shown in Tables VII-C and VII-D on the following pages. Calculations of
value using the income capitalization approach are also included in Appendix E, attached hereto.
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TABLE VII-C
Income Capitalization Approach to Valuation (Residential)
Apartments
E1 E5B E6
Market Rate Affordable Market Rate Short-term Rental Market Rate Affordable
Income Capitalization
Average net SF per unit(a) 1,041 1,041 776 776 855 855
Monthly rent PSF(b) $3.15 $2.03 $3.27 $6.80 $3.21 $1.26
Monthly rent per unit $3,275.56 $2,118.88 $2,541.90 $5,279.44 $2,741.68 $1,079.51
Annual rent per unit $39,306.70 $25,426.55 $30,502.75 $63,353.30 $32,900.18 $12,954.13
Assumed vacancy(c) 5.0% 5.0% 5.0% 10.0% 5.0% 5.0%

Less: assumed vacancy ($1,965.33) ($1,271.33) ($1,525.14) ($6,335.33) ($1,645.01) ($647.71)
Effective gross income $37,341.36 $24,155.22 $28,977.61 $57,017.97 $31,255.17 $12,306.43
Assumed expense ratio(c) 25% 25% 25% 38% 22% 22%

Less: assumed expenses per unit ($9,387.62) ($6,072.62) ($7,284.97) ($21,877.79) ($6,994.91) ($2,754.18)
Net operating income per unit $27,953.74 $18,082.60 $21,692.64 $35,140.17 $24,260.27 $9,552.25
Capitalization rate(d) 7.79% 7.79% 7.79% 7.79% 7.79% 7.79%
Total estimated value per unit $358,841.39 $232,125.79 $278,467.78 $451,093.36 $311,428.32 $122,621.93
Total estimated value per net SF(e) $344.61 $222.92 $358.67 $581.02 $364.11 $143.36
Total estimated value per gross SF(e) $318.19 $205.83 $265.99 $430.88 $285.67 $112.48
(a)
Average net square feet per unit based on square footage as reported in Appraisal and Market Study.
(b)
Represents the projected rents as reported in Appraisal and Market Study.
(c)
Represents the projected vacancies and concessions as reported in Appraisal and Market Study. Short-term retnal vacancy provided BUR.
d
The Maryland State Department of Assessments and Taxation uses a fully-loaded capitalization rate, which is reflected by adding the real property tax rate to the market capitalization rate. As a result, real property taxes are netted out of the assumed expenses shown above.
The cap rate assumes a 5.43% market rate for residential as reported by the PwC Real Estate Investor Survey for second quarter, 2020, plus real property tax rates of $2.248 (City of Baltimore), and $0.112 (State of Maryland) per $100. Real property tax rates used represent the rate
for fiscal year 2019-2020 as reported by the City of Baltimore Bureau of the Budget and Management Research.
(e)
Value per square foot is based on the value per unit divided by the estimated square feet per unit.
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TABLE VII-D
Income Capitalization Approach to Valuation (Commercial)
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COMPARISON OF VALUATION APPROACHES
A comparison of assessed value estimates under each approach is shown in Table VII-E on the
following page. In most instances, MuniCap used estimates of values from comparable properties to
estimate incremental value and property taxes at stabilization.16
16According to the Maryland State Department of Assessments, stabilization typically occurs one to three years following
construction completion or upon the next property revaluation when sufficient income data is available. The next
revaluations are expected to occur as of 2018 and 2021. See Appendix A for projected absorption.
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TABLE VII-E
Comparison of Valuation Approaches
Income
(b)
Property Type Comparables Capitalization(c)
E6
Apartments - market rate
Per Unit $284,110.32 $311,428.32
Per SF $181.20 $285.67
Apartments - affordable
Per Unit $111,865.73 $122,621.93
Per SF $71.35 $112.48
E5B
Per Unit $284,110.32 $278,467.78
Per SF $181.20 $265.99
Apartments - short-term rental (d)

Per Unit $284,110.32 $451,093.36
Per SF $181.20 $430.88
E1
Per Unit $284,110.32 $358,841.39
Per SF $181.20 $318.19
Per Unit $183,784.08 $232,125.79
Per SF $117.21 $205.83
Rowhomes
Per Unit $131,942.86 -
Per SF $92.78 -
Retail - in-line
Per SF $210.09 $265.67
Retail - grocery
Per SF $147.11 $172.89
Office
Per SF $284.19 $284.49
Parking garage
Per space $27,216.76 $25,547.07
Per SF $72.80 $71.00
(a)
Valuation approach chosen for each type of development is underlined and shown in bold and italics.
(b)
See Appendices E-2.
(c)
See Appendices E-3.
(d)
Comparables for short-term rental apartments are based on comparable properties for market rate apartments.
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PROJECTED MARKET AND CURRENT ASSESSED VALUES
Based on the values as outlined in Tables VII-E and the development program outlined in Tables VI-
A, VI-B, and VI-C, the projected assessed values at stabilization are as shown in Table VII-F for the
Existing Development and Chapter 1A Development, and in Table VII-G for the Chapter 1B
Development. Detailed calculations of values on an annual basis through Bond Year 2049 are
provided in the attached Appendices A, B, and C.
TABLE VII-F
Projected Assessed Value at Stabilization
(Existing Development & Chapter 1A Development)(a)
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TABLE VII-G
Projected Assessed Value at Stabilization
(Chapter 1B Development)(a)
Assessed Value(b)
Property Type Per Unit/Space Per GSF Total
E6
Apartments - market rate $284,110 - $56,822,065
Apartments - affordable $111,866 - $6,040,750
Sub-total apartments $62,862,814
Retail - in-line - $210 $3,326,744

Sub-total E6 $66,189,559
E5B
Apartments - market rate $278,468 $266 $5,569,356
Apartments - short-term rentals $284,110 $271 $28,695,143
Retail - in-line - $210 $1,214,309

Sub-total E5B $35,478,807
E5A
Office - $284 $60,173,930
Retail - in-line - $210 $2,004,660
Sub-total E5A $62,178,590
E7
Office - $284 $64,745,113
Retail - in-line - $210 $9,387,154
Retail - fitness - $112 $0
Sub-total retail $9,387,154
Sub-total E7 $74,132,267
E1
Apartments - market rate $284,110 $252 $36,082,011
Apartments - affordable $183,784 $163 $6,432,443
Retail - in-line - $210 $1,707,436

Retail - grocery - $147 $4,748,230
Sub-total retail $6,455,666
Parking $25,547 - $26,134,656

Sub-total E1 $75,104,776
Sub-total Chapter 1B development $313,083,999
Total development $439,810,699

(a)
(b)
See Appendix E-1. Assessed value is equal to 100% of market value. Source: Maryland State Department of Assessments and Taxation.
(c)
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Based on the valuations shown in Tables VII-F and VII-G, the projected stabilized incremental
assessed value for each scenario is shown in Table VII-H.
TABLE VII-H
Projected Incremental Assessed Value at Stabilization (a)
Original Estimated
Assessed Value at Assessable Incremental Assessed
Stabilization(a) Base Value Value at Stabilization
A – Base case
Existing Port Covington
$115,704,135 - -
Development
Total $529,907,691 ($90,796,494) $439,111,197
B – No inflation
$104,796,800 - -
Development
Total $479,953,722 ($90,796,494) $389,157,228
C – COVID-19
$101,303,573 - -
Development
Total $463,955,265 ($90,796,494) $373,158,771
(a)Basedon assessed value as of January 1, 2025 for tax year beginning July 1, 2025, payable towards debt service in bond year
ending September 1, 2026.
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VIII. PROJECTION OF TAX INCREMENT REVENUES
BACKGROUND INFORMATION
The incremental property value created within the Districts will produce Tax Increment Revenues in
the form of additional real property taxes. In accordance with Maryland statute, Tax Increment
Revenues are calculated by subtracting the base value from the new total assessed value to get the net
“incremental value,” which is then multiplied by the applicable tax rate. Currently, the tax rate for the
City is $2.248 per $100 assessed value, as described in Section III of this report.
CALCULATION OF TAX INCREMENT REVENUES
The aggregate base value for properties located within the Districts is $ $90,796,494. At stabilization
(projected to occur for the Bond Year 2026), the property in the Districts is estimated to have an
assessed value of $529,907,691 under Scenario A using an assumed inflation rate of 2% per year. This
leads to an estimated incremental value of $439,111,197. Assuming no inflation, as in Scenario B, the
estimated assessed value at stabilization is $479,953,722, leading to an increment of $389,157,228.
Assuming pandemic impacts contemplated in Scenario C, the estimated assessed value at stabilization
is $463,955,265 leading to an increment of $373,158,771.
Total projected Tax Increment Revenues are as shown in the below calculations. Refer to Appendices
A, B, and C for detailed calculations of projected Tax Increment Revenues.
(Incremental Assessed Value)  100  (Tax Rate)  = Tax Increment Revenues
Scenario A:
$439,111,197  100  $2.248 = $9,871,220
Scenario B:
$389,157,228  100  $2.248 = $8,748,254
Scenario C:
$373,158,771  100  $2.248 = $8,388,609
As described in Section III of this report, it is assumed that certain properties within the Districts will
receive certain exemptions and credits, materially reducing Tax Increment Revenues for the life of
those credits. Specifically, components of the Port Covington Project are expected to receive the
Enterprise Zone Credit and the Brownfields Property Tax Credit. Moreover, it is assumed that 6% of
taxes will remain uncollected. This leads to projections of Tax Increment Revenue as shown in Table
VIII-A on the following page.
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TABLE VIII-A
Projected Tax Increment Revenues – Port Covington Development District
Tax Year Beginning 1-Jul-2025

A – Base case
Gross increment $9,871,220
(Credits) ($7,592,491)
Collection rate 94%
Net income $2,142,005
B – No inflation
(Credits) ($6,856,273)
Collection rate 94%
C – COVID-19
(Credits) ($6,622,980)
Collection rate 94%
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IX. PROJECTED SPECIAL TAXES
LEVY OF SPECIAL TAXES
In the event that Tax Increment Revenues from the Development District are insufficient for the
payment of debt service on the Series 2020 Bonds and the cost of administering the Development
District, Special Taxes will be levied upon property within the corresponding Special Taxing District.
Special Taxes are calculated, levied, and apportioned in accordance with the terms set forth in the Rate
and Method of Apportionment (the “RMA”).17
The Special Tax to be collected in each Fiscal Year is limited to the Special Tax Requirement, which
is calculated as follows:
the sum of: the sum of:
 debt service;  Tax Increment Revenues

available to cover debt service;
 unpaid administrative expenses;
 any credit such as capitalized
 any amount required to replenish interest or investment earnings;
the reserve fund; (less) and
 an amount equal to projected  any other revenues available to

special tax delinquent payments; apply for the special tax
and requirement.
 costs related to remarketing,

credit enhancement, bond
insurance, and liquidity facility
fees.
The Special Taxes are imposed on and allocated among parcels of taxable property within the Special
Taxing District according to the terms and methodology set forth in the RMA. No parcel is obliged
to pay Special Taxes in excess of the amount allocated to the parcel.
As subsequently discussed in Section X, upon stabilization (projected to occur for the tax year
beginning July 1, 2025), Tax Increment Revenues are projected to be sufficient to pay debt service in
every year for the life of the Series 2020 Bonds under Scenario A.18 Prior to stabilization, Special Taxes
are projected to be necessary to pay debt service.
17
Refer to Appendix A of the Limited Offering Memorandum for terms of the RMA. Capitalized terms in this section
not defined elsewhere in this document are as defined in the RMA.
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SPECIAL TAX PAYMENTS
As shown in Appendix A of this report and as summarized in Table I-H, the total projected Special
Tax Requirement for the 2020 Bonds is $42,892,711.
In accordance with the RMA, parcels of taxable property within the Special Taxing District are
classified as “Developed Property,” defined parcels of taxable property for which a building permit
has been issued, or “Undeveloped Property,” defined as parcels of taxable property that are not
classified as Developed Property. For each Fiscal Year, the Special Tax Requirement is collected first
from parcels of Undeveloped Property up to 100% of the Adjusted Maximum Special Tax for such
parcels, and second from parcels of Developed Property up to 100% of the Adjusted Maximum
Special Tax for such parcels.
Base on projections by MuniCap included in the attached Appendix G, the estimated Special Tax
Requirement by development status are as shown below in Table IX-A.
TABLE IX-A
Projected Special Tax Requirement by Development Status
Based on projections by MuniCap included in the attached Appendix G, the estimated Special Tax
Requirement by ownership is as shown in Table IX-B on the following page.
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TABLE IX-B
Projected Special Tax Requirement by Ownership
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To facilitate the payment of Special Tax obligations, the Owner has agreed to enter certain
arrangements regarding the payment of Special Taxes, as more fully explained in the LOM (and based
upon information furnished by the Owner and the Developer therein). Calculations related to these
arrangements and summarized in the LOM are included in the attached Appendix G.
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X. PROJECTED DEBT SERVICE COVERAGE
OVERVIEW
The total principal amount of the Series 2020 Bonds secured to be issued on behalf of the Districts
and secured by debt service is $137,485,000. This bond issue results in an estimated $7,053,243 of
debt service for the bond year ending September 1, 2026 (the first year in which stabilized taxes from
the fully completed development are anticipated).19 The projected net debt service is included
Appendices A, B, and C, attached hereto. Table X-A, XI-B, and X-C on the following pages shows
estimated debt service coverage on an annual basis for Scenarios A, B, and C, respectively, along with
any projected Special Tax Requirement. These tables are shown with consideration to assumed tax
credits as previously described in this report.
19 Based on calculations of debt service as provided by Citigroup Global Markets Inc.
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TABLE X-A
Projected Debt Service Coverage—Scenario A (Including Credits)
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TABLE X-B
Projected Debt Service Coverage—Scenario B (Including Credits)
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TABLE X-C
Projected Debt Service Coverage—Scenario C (Including Credits)
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XI. ASSUMPTIONS & LIMITATIONS
As stated under the COVID-19 Market Uncertainty Disclaimer at the beginning of this report,
neither the scope nor the duration of impacts from the COVID-19 pandemic are known at the
time of this writing. Scenario C quantifies potential impacts of the pandemic on projected
assessed values under some specific assumptions, as outlined in the body of this report.
Scenario C is meant to be illustrative in nature and should not be construed as a conclusive
statement by MuniCap regarding the likely effects of the COVID-19 pandemic’s impacts on
assessed values.
The valuation of property for real property tax purposes is determined by the Maryland State
Department of Assessments and Taxation. This report attempts to estimate how SDAT will value the
subject properties in the future. SDAT’s actual assessed values will likely differ from the estimates
included in this report. Values can change significantly over time and from year to year. Determining
property values for tax purposes is not as straightforward as the analysis in this report.
The Department of Assessments and Taxation often relies on market data to estimate the value of
property. Property values can be appealed, competition can be greater, national or local market
conditions can change; in short, there are many factors that can affect the valuation of property. These
factors make the projection of future values an imprecise exercise.
This report assumes property taxes will be remitted in a timely fashion. This report does not include
an analysis to determine if the owners of property within the Districts will be able or willing to pay
property taxes or if the tax collector will be able to collect unpaid taxes. The actual delinquencies in
the payment of real property taxes in the Districts will likely be different than delinquencies assumed
in this report. A significant increase in the failure to pay property taxes would materially affect the Tax
Increment Revenues available for debt service on the bonds.
This report estimates future Tax Increment Revenues based on current real property tax rates.
Scenarios included herein do not assume real property tax rates in the future will be different than tax
rates for tax year 2019-2020. Real property tax rates have varied over the years and have declined in
some years. Real property tax rates will likely vary significantly in future years and differ from the rate
assumed in this report. A significant decrease in real property tax rates could materially affect the Tax
Increment Revenues available for repayment of debt service on the bonds.
This report includes projections of Tax Increment Revenues based on 2% annual appreciation for real
property in Scenarios A and C. Changes in values will not be consistent from year to year. Future
values are estimated based on values in 2020, and values may decrease from 2020 levels.
This report assumes that the subject properties will be developed as projected in this report. A delay
in the development of properties or changes to the program of development would reduce Tax
Increment Revenues during the years of the delay and could result in there being inadequate Tax
Increment Revenues to pay debt service on the bonds. No analysis has been conducted to determine
if the subject properties are likely to be developed as projected. The successful development and
operation of the subject properties is critical to the values estimated in the report.
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The Limited Offering Memorandum includes additional information on the proposed Development,
as well as information regarding the Districts, the collection of property taxes, and other matters
relevant to this report, including risk factors related to the bonds. This report should be reviewed in
conjunction with the Limited Offering Memorandum, and all relevant information therein applies to
this report.
The RMA and associated Special Tax Report include additional information on the potential Special
Taxes within the Special Taxing District. This report should be reviewed in conjunction with those
documents, and all relevant information therein applies to this report.
Numerous sources of information were relied on in the preparation of this report. These sources are
believed to be reliable; however, MuniCap has made no effort to verify information obtained from
other sources.
In summary, this report necessarily incorporates numerous estimates and assumptions with respect to
property performance, general and local business and economic conditions, the competitive
environment, and other matters. Some estimates or assumptions will likely not materialize;
unanticipated events and circumstance may occur. As a result, actual results will likely vary from the
estimates in this report, and the variations may be material.
Other assumptions made in the preparation of this report and limiting conditions to this report are as
follows:
1. There are no zoning, building, safety, environmental or other federal, state, or local laws,
regulations, or codes that would prohibit or impair the development, marketing or operation
of the subject properties in the manner contemplated in this report, and the subject properties
will be developed, marketed and operated in compliance with all applicable laws, regulations,
and codes.
2. No material changes will occur in (a) any federal, state or local law, regulation or code affecting
the subject properties or (b) any federal, state or local grant, financing or other program to be
utilized in connection with the subject properties.
3. The local, national and international economies will not deteriorate and there will be no
significant changes in interest rates or in rates of inflation or deflation.
4. The subject properties will be served by adequate transportation, utilities and governmental
facilities.
5. The subject properties will not be subjected to any war, energy crises, embargo, strike,
earthquake, flood, fire or other casualty or act of God.
6. The subject properties will be developed, marketed, and operated in a highly professional
manner.
7. There are no existing, impending or threatened litigation that could hinder the development,
marketing, or operation of the subject properties.
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8. MuniCap, Inc. does not have expertise in and has no responsibility for legal, environmental,
architectural, geologic, engineering, and other matters related to the development and operation
of the subject properties.
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ADDENDUM A: COSTAR REALTY INFORMATION, INC. DISCLAIMER
The modeling, calculations, forecasts, projections, evaluations, analyses, simulations, or other forward-
looking information prepared by CoStar (“CoStar”) and presented herein (the “CoStar Materials”) are
based on various assumptions concerning future events and circumstances, all of which are uncertain
and subject to change without notice. Actual results and events may differ materially from the
projections presented. All CoStar Materials speak only as of the date referenced with respect to such
data and may have changed since such date, which changes may be material. You should not construe
any of the CoStar Materials as investment, tax, accounting or legal advice.
CoStar does not purport that the CoStar Materials herein are comprehensive, and, while they are
believed to be accurate, the CoStar Materials are not guaranteed to be free from error, omission or
misstatement. CoStar has no obligation to update any of the CoStar Materials included in this
document. Any user of any such CoStar Materials accepts them “AS IS” WITHOUT ANY
WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-
INFRINGEMENT, TITLE AND FITNESS FOR ANY PARTICULAR PURPOSE. UNDER NO
CIRCUMSTANCES SHALL COSTAR OR ANY OF ITS AFFILIATES, OR ANY OF THEIR
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THE
COSTAR MATERIALS, EVEN IF COSTAR OR ANY OF ITS AFFILIATES HAS BEEN
ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.
The CoStar Materials do not purport to contain all the information that may be required to evaluate
the business and prospects of the Port Covington Project or any purchase or sale of the Series 2020
Bonds. Any potential investor should conduct his, her or its own independent investigation and
analysis of the merits and risks of an investment in Series 2020 Bonds. CoStar does not sponsor,
endorse, offer or promote an investment in the Series 2020 Bonds. The user of any such CoStar
Materials accepts full responsibility for his, her or its own investment decisions and for the
consequences of those decisions.
MuniCap | 95
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Port Covington
City of Baltimore, Maryland
APPENDICES TO THE TAX INCREMENT

AND SPECIAL TAX REPORT
Prepared By:
MuniCap, Inc.
Public Finance
December 21, 2020
C-99
APPENDIX A
Port Covington
SCENARIO A
PROJECTED DEVELOPMENT
2% ANNUAL INFLATION
C-100
APPENDIX A
Port Covington
Appendix A-1: Summary of Development

(a) (b)
Estimated Area Assessed Value
Property Type Completion Units GSF per Unit GSF Spaces Per Unit/Space Per GSF Total
(c)
Nick's Fish House Complete - - 4,623 - - $1,038 $4,800,000
(c)
Baltimore Sun Building Complete - - 256,033 - - $90 $23,013,900
(c)
AFP Building Complete - - 43,260 - - $141 $6,082,200
(c)
Former Walmart Building Complete - - 143,040 - - $105 $15,000,000
(c)
Schuster Concrete Building Complete - - 97,097 - - $66 $6,440,400
Dog Resort (c) Complete - - 13,370 - - $377 $5,042,800

(c)
McComas Street Rowhomes Complete 7 1,424 9,970 - $131,943 $93 $923,600
(c)
UnderArmour (Building 37) Complete - - 130,210 - - $320 $41,640,800
(d)
Other developed parcels Complete - - - - - - $1,853,100
Sub-total existing Port Covington development 7 697,603 $104,796,800
E12
(c)
Rye Street Tavern Complete - - 12,966 - - $258 $3,347,400
(c)
Sagamore Spirit Distillery Complete - - 49,888 - - $152 $7,582,500
Sub-total E12 62,854 $10,929,900
City Garage (c) Complete - - 141,036 - - $78 $11,000,000

Sub-total Chapter 1A development 203,890 $21,929,900
Sub-total existing Port Covington and
Chapter 1A development 7 - 901,493 $126,726,700
E6
Apartments - market rate 2022 200 1,090 218,035 - $284,110 - $56,822,065
Apartments - affordable 2022 54 1,090 58,870 - $111,866 - $6,040,750
Sub-total apartments 254 276,905 $62,862,814
Retail - in-line 2022 - - 15,835 - - $210 $3,326,744

Sub-total E6 254 292,740 $66,189,559
E5B
Apartments - market rate 2022 20 1,047 20,938 - $278,468 $266 $5,569,356
Apartments - short-term rentals 2022 101 1,047 105,737 - $284,110 $271 $28,695,143
Retail - in-line 2022 - - 5,780 - - $210 $1,214,309

Sub-total E5B 121 132,455 $35,478,807
E5A
Office 2022 - - 211,739 - - $284 $60,173,930
Retail - in-line 2022 - - 9,542 - - $210 $2,004,660
Parking 2022 - - - 22 - - $0
Sub-total E5A - 221,281 22 $62,178,590
E7
Office 2022 - - 227,824 - - $284 $64,745,113
Retail - in-line 2022 - - 44,682 - - $210 $9,387,154
Sub-total E7 272,506 $74,132,267
E1
Apartments - affordable 2022 35 1,128 39,471 - $183,784 $163 $6,432,443
Retail - in-line 2022 - - 8,127 - - $210 $1,707,436

Retail - grocery 2022 - - 32,276 - - $147 $4,748,230
Sub-total retail 40,403 $6,455,666
Parking 2022 - - - 1,023 $25,547 - $26,134,656

Sub-total E1 162 223,098 1,023 $75,104,776
Sub-total Chapter 1B development 537 1,142,080 1,045 $313,083,999
Total development 544 2,043,573 1,045 $439,810,699

MuniCap, Inc.
(a)
(b)
See Appendix F-1. Assessed value is equal to 100% of market value. Source: Maryland State Department of Assessments and Taxation.
(c)
See Appendices F-1 and F-2. Assessed value reflects actual assessed value as reported by the Maryland State Department of Assessments and Taxation.
(d)
Other developed parcels include 23-10-1050-007, 23-10-1053-012B,24-06-1053-012C and 24-06-1053-012E. Assessed value represents actual parcel assessed value.
C-101
APPENDIX A
Port Covington
(a)
Appendix A-2.a: Projected Absorption - (Existing Port Covington Development)
Development Nick's Baltimore Sun Former Schuster

Year Fish House Building AFP Building Walmart Building Concrete Building Dog Resort McComas Street Rowhomes UnderArmour (Building 37)
Ending GSF Cumulative GSF Cumulative GSF Cumulative GSF Cumulative GSF Cumulative GSF Cumulative Units Cumulative GSF Cumulative GSF Cumulative
31-Dec-19 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-20 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-21 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-22 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-23 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-24 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-25 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-26 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-27 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-28 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-29 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-30 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-31 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-32 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-33 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-34 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-35 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-36 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-37 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-38 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-39 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-40 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-41 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-42 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-43 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-44 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-45 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-46 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-47 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-48 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
Total 4,623 256,033 43,260 143,040 97,097 13,370 7 9,970 130,210

MuniCap, Inc.
(a)
Provided by BUR.
A-2
C-102
APPENDIX A
Port Covington
(a)
Appendix A-2.b: Projected Absorption - (Chapter 1A Development)
Development E12
Year Rye Street Tavern Sagamore Spirit Distillery City Garage
Ending GSF Cumulative GSF Cumulative GSF Cumulative
31-Dec-19 0 12,966 0 49,888 0 141,036
31-Dec-20 0 12,966 0 49,888 0 141,036
31-Dec-21 0 12,966 0 49,888 0 141,036
31-Dec-22 0 12,966 0 49,888 0 141,036
31-Dec-23 0 12,966 0 49,888 0 141,036
31-Dec-24 0 12,966 0 49,888 0 141,036
31-Dec-25 0 12,966 0 49,888 0 141,036
31-Dec-26 0 12,966 0 49,888 0 141,036
31-Dec-27 0 12,966 0 49,888 0 141,036
31-Dec-28 0 12,966 0 49,888 0 141,036
31-Dec-29 0 12,966 0 49,888 0 141,036
31-Dec-30 0 12,966 0 49,888 0 141,036
31-Dec-31 0 12,966 0 49,888 0 141,036
31-Dec-32 0 12,966 0 49,888 0 141,036
31-Dec-33 0 12,966 0 49,888 0 141,036
31-Dec-34 0 12,966 0 49,888 0 141,036
31-Dec-35 0 12,966 0 49,888 0 141,036
31-Dec-36 0 12,966 0 49,888 0 141,036
31-Dec-37 0 12,966 0 49,888 0 141,036
31-Dec-38 0 12,966 0 49,888 0 141,036
31-Dec-39 0 12,966 0 49,888 0 141,036
31-Dec-40 0 12,966 0 49,888 0 141,036
31-Dec-41 0 12,966 0 49,888 0 141,036
31-Dec-42 0 12,966 0 49,888 0 141,036
31-Dec-43 0 12,966 0 49,888 0 141,036
31-Dec-44 0 12,966 0 49,888 0 141,036
31-Dec-45 0 12,966 0 49,888 0 141,036
31-Dec-46 0 12,966 0 49,888 0 141,036
31-Dec-47 0 12,966 0 49,888 0 141,036
31-Dec-48 0 12,966 0 49,888 0 141,036
Total 12,966 49,888 141,036

MuniCap, Inc.
(a)
Provided by BUR. A-3
C-103
APPENDIX A
Port Covington
Appendix A-2.c: Projected Absorption - (Chapter 1B Development)(a)
E6 E5B
Development Apartments Apartments
Year Market Rate Affordable Retail - In-line Market Rate Short-term Rentals Retail - In-line
Ending Units Cumulative GSF Cumulative Units Cumulative GSF Cumulative GSF Cumulative Units Cumulative GSF Cumulative Units Cumulative GSF Cumulative GSF Cumulative
31-Dec-19 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-22 200 200 218,035 218,035 54 54 58,870 58,870 15,835 15,835 20 20 20,938 20,938 101 101 105,737 105,737 5,780 5,780
31-Dec-23 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-24 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-25 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-26 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-27 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-28 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-29 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-30 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-31 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-32 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-33 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-34 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-35 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-36 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-37 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-38 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-39 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-40 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-41 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-42 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-43 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-44 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-45 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-46 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-47 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-48 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
Total 200 218,035 54 58,870 15,835 20 20,938 101 105,737 5,780

MuniCap, Inc.
(a)
Provided by BUR.
A-4
C-104
APPENDIX A
Port Covington
(a)
Appendix A-2.c: Projected Absorption - (Chapter 1B Development), continued
Development E5A E7
Year Office Retail - In-line Office Retail - In-line
Ending GSF Cumulative GSF Cumulative GSF Cumulative GSF Cumulative
31-Dec-19 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0
31-Dec-22 211,739 211,739 9,542 9,542 227,824 227,824 44,682 44,682
31-Dec-23 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-24 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-25 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-26 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-27 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-28 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-29 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-30 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-31 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-32 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-33 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-34 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-35 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-36 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-37 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-38 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-39 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-40 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-41 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-42 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-43 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-44 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-45 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-46 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-47 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-48 0 211,739 0 9,542 0 227,824 0 44,682
Total 211,739 9,542 227,824 44,682

MuniCap, Inc.
(a)
C-105
APPENDIX A
Port Covington
Appendix A-2.c: Projected Absorption - (Chapter 1B Development), continued(a)
E1
Development Apartments
Year Market Rate Affordable Retail - In-line Retail - Grocery Parking
Ending Units Cumulative GSF Cumulative Units Cumulative GSF Cumulative GSF Cumulative GSF Cumulative Spaces Cumulative
31-Dec-19 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-22 127 127 143,224 143,224 35 35 39,471 39,471 8,127 8,127 32,276 32,276 1,023 1,023
31-Dec-23 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-24 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-25 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-26 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-27 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-28 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-29 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-30 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-31 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-32 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-33 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-34 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-35 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-36 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-37 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-38 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-39 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-40 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-41 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-42 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-43 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-44 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-45 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-46 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-47 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-48 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
Total 127 143,224 35 39,471 8,127 32,276 1,023

MuniCap, Inc.
(a)
C-106
APPENDIX A
Port Covington
PROJECTED ASSESSED VALUE &
C-107
APPENDIX A
Port Covington
Appendix A-3.a: Projected Assessed Value - (Existing Port Covington Development)
Development Tax Bond Nick's Fish House Baltimore Sun Building

Year Year Year Inflation Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected
Ending Beginning Ending Factor(a) GSF(b) GSF(c) Percentage Value Per GSF Assessed Value(d) GSF(b) GSF(c) Percentage Value Per GSF Assessed Value(d)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 4,623 $1,059 100% $1,059 $4,896,000 256,033 $92 100% $92 $23,474,178
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 4,623 $1,080 100% $1,080 $4,993,920 256,033 $94 100% $94 $23,943,662
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 4,623 $1,102 100% $1,102 $5,093,798 256,033 $95 100% $95 $24,422,535
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 4,623 $1,124 100% $1,124 $5,195,674 256,033 $97 100% $97 $24,910,985
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 4,623 $1,146 100% $1,146 $5,299,588 256,033 $99 100% $99 $25,409,205
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 4,623 $1,169 100% $1,169 $5,405,580 256,033 $101 100% $101 $25,917,389
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 4,623 $1,193 100% $1,193 $5,513,691 256,033 $103 100% $103 $26,435,737
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 4,623 $1,217 100% $1,217 $5,623,965 256,033 $105 100% $105 $26,964,452
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 4,623 $1,241 100% $1,241 $5,736,444 256,033 $107 100% $107 $27,503,741
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 4,623 $1,266 100% $1,266 $5,851,173 256,033 $110 100% $110 $28,053,816
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 4,623 $1,291 100% $1,291 $5,968,197 256,033 $112 100% $112 $28,614,892
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 4,623 $1,317 100% $1,317 $6,087,561 256,033 $114 100% $114 $29,187,190
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 4,623 $1,343 100% $1,343 $6,209,312 256,033 $116 100% $116 $29,770,934
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 4,623 $1,370 100% $1,370 $6,333,498 256,033 $119 100% $119 $30,366,352
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 4,623 $1,397 100% $1,397 $6,460,168 256,033 $121 100% $121 $30,973,679
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 4,623 $1,425 100% $1,425 $6,589,371 256,033 $123 100% $123 $31,593,153
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 4,623 $1,454 100% $1,454 $6,721,159 256,033 $126 100% $126 $32,225,016
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 4,623 $1,483 100% $1,483 $6,855,582 256,033 $128 100% $128 $32,869,516
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 4,623 $1,513 100% $1,513 $6,992,694 256,033 $131 100% $131 $33,526,907
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 4,623 $1,543 100% $1,543 $7,132,548 256,033 $134 100% $134 $34,197,445
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 4,623 $1,574 100% $1,574 $7,275,198 256,033 $136 100% $136 $34,881,394
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 4,623 $1,605 100% $1,605 $7,420,702 256,033 $139 100% $139 $35,579,022
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 4,623 $1,637 100% $1,637 $7,569,116 256,033 $142 100% $142 $36,290,602
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 4,623 $1,670 100% $1,670 $7,720,499 256,033 $145 100% $145 $37,016,414
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 4,623 $1,703 100% $1,703 $7,874,909 256,033 $147 100% $147 $37,756,742
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 4,623 $1,737 100% $1,737 $8,032,407 256,033 $150 100% $150 $38,511,877
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 4,623 $1,772 100% $1,772 $8,193,055 256,033 $153 100% $153 $39,282,115
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 4,623 $1,808 100% $1,808 $8,356,916 256,033 $156 100% $156 $40,067,757
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 4,623 $1,844 100% $1,844 $8,524,055 256,033 $160 100% $160 $40,869,112
MuniCap, Inc.
(a)
Assumes an annual inflation rate of 2%. Inflation rate accounts for annual increasing assessed value, along with the decreasing real property tax rates. Next triennial reassessment to occur January 1, 2021.
(b)
See Appendix A-2.a.
(c)
See Appendix A-1.
(d)
Reflects actual assessed value as reported by the Maryland State Department of Assessments and Taxation through tax year beginning July 1, 2020.
A-7
C-108
APPENDIX A
Port Covington
Appendix A-3.a: Projected Assessed Value - (Existing Port Covington Development), continued
Development Tax Bond AFP Building Former Walmart Building

31-Dec-19 1-Jul-20 1-Sep-21 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 43,260 $143 100% $143 $6,203,844 143,040 $107 100% $107 $15,300,000
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 43,260 $146 100% $146 $6,327,921 143,040 $109 100% $109 $15,606,000
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 43,260 $149 100% $149 $6,454,479 143,040 $111 100% $111 $15,918,120
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 43,260 $152 100% $152 $6,583,569 143,040 $114 100% $114 $16,236,482
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 43,260 $155 100% $155 $6,715,240 143,040 $116 100% $116 $16,561,212
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 43,260 $158 100% $158 $6,849,545 143,040 $118 100% $118 $16,892,436
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 43,260 $162 100% $162 $6,986,536 143,040 $120 100% $120 $17,230,285
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 43,260 $165 100% $165 $7,126,267 143,040 $123 100% $123 $17,574,891
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 43,260 $168 100% $168 $7,268,792 143,040 $125 100% $125 $17,926,389
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 43,260 $171 100% $171 $7,414,168 143,040 $128 100% $128 $18,284,916
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 43,260 $175 100% $175 $7,562,451 143,040 $130 100% $130 $18,650,615
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 43,260 $178 100% $178 $7,713,700 143,040 $133 100% $133 $19,023,627
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 43,260 $182 100% $182 $7,867,974 143,040 $136 100% $136 $19,404,099
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 43,260 $186 100% $186 $8,025,334 143,040 $138 100% $138 $19,792,181
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 43,260 $189 100% $189 $8,185,840 143,040 $141 100% $141 $20,188,025
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 43,260 $193 100% $193 $8,349,557 143,040 $144 100% $144 $20,591,786
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 43,260 $197 100% $197 $8,516,548 143,040 $147 100% $147 $21,003,621
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 43,260 $201 100% $201 $8,686,879 143,040 $150 100% $150 $21,423,694
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 43,260 $205 100% $205 $8,860,617 143,040 $153 100% $153 $21,852,168
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 43,260 $209 100% $209 $9,037,829 143,040 $156 100% $156 $22,289,211
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 43,260 $213 100% $213 $9,218,586 143,040 $159 100% $159 $22,734,995
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 43,260 $217 100% $217 $9,402,958 143,040 $162 100% $162 $23,189,695
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 43,260 $222 100% $222 $9,591,017 143,040 $165 100% $165 $23,653,489
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 43,260 $226 100% $226 $9,782,837 143,040 $169 100% $169 $24,126,559
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 43,260 $231 100% $231 $9,978,494 143,040 $172 100% $172 $24,609,090
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 43,260 $235 100% $235 $10,178,064 143,040 $175 100% $175 $25,101,272
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 43,260 $240 100% $240 $10,381,625 143,040 $179 100% $179 $25,603,297
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 43,260 $245 100% $245 $10,589,257 143,040 $183 100% $183 $26,115,363
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 43,260 $250 100% $250 $10,801,043 143,040 $186 100% $186 $26,637,670
MuniCap, Inc.
(a)
(b)
See Appendix A-2.a.
(c)
See Appendix A-1.
(d)
A-8
C-109
APPENDIX A
Port Covington
Development Tax Bond Schuster Concrete Building Dog Resort

31-Dec-19 1-Jul-20 1-Sep-21 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 97,097 $68 100% $68 $6,569,208 13,370 $385 100% $385 $5,143,656
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 97,097 $69 100% $69 $6,700,592 13,370 $392 100% $392 $5,246,529
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 97,097 $70 100% $70 $6,834,604 13,370 $400 100% $400 $5,351,460
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 97,097 $72 100% $72 $6,971,296 13,370 $408 100% $408 $5,458,489
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 97,097 $73 100% $73 $7,110,722 13,370 $416 100% $416 $5,567,659
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 97,097 $75 100% $75 $7,252,936 13,370 $425 100% $425 $5,679,012
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 97,097 $76 100% $76 $7,397,995 13,370 $433 100% $433 $5,792,592
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 97,097 $78 100% $78 $7,545,955 13,370 $442 100% $442 $5,908,444
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 97,097 $79 100% $79 $7,696,874 13,370 $451 100% $451 $6,026,613
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 97,097 $81 100% $81 $7,850,812 13,370 $460 100% $460 $6,147,145
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 97,097 $82 100% $82 $8,007,828 13,370 $469 100% $469 $6,270,088
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 97,097 $84 100% $84 $8,167,984 13,370 $478 100% $478 $6,395,490
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 97,097 $86 100% $86 $8,331,344 13,370 $488 100% $488 $6,523,400
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 97,097 $88 100% $88 $8,497,971 13,370 $498 100% $498 $6,653,868
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 97,097 $89 100% $89 $8,667,930 13,370 $508 100% $508 $6,786,945
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 97,097 $91 100% $91 $8,841,289 13,370 $518 100% $518 $6,922,684
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 97,097 $93 100% $93 $9,018,115 13,370 $528 100% $528 $7,061,137
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 97,097 $95 100% $95 $9,198,477 13,370 $539 100% $539 $7,202,360
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 97,097 $97 100% $97 $9,382,447 13,370 $549 100% $549 $7,346,407
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 97,097 $99 100% $99 $9,570,096 13,370 $560 100% $560 $7,493,336
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 97,097 $101 100% $101 $9,761,498 13,370 $572 100% $572 $7,643,202
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 97,097 $103 100% $103 $9,956,727 13,370 $583 100% $583 $7,796,066
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 97,097 $105 100% $105 $10,155,862 13,370 $595 100% $595 $7,951,988
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 97,097 $107 100% $107 $10,358,979 13,370 $607 100% $607 $8,111,027
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 97,097 $109 100% $109 $10,566,159 13,370 $619 100% $619 $8,273,248
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 97,097 $111 100% $111 $10,777,482 13,370 $631 100% $631 $8,438,713
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 97,097 $113 100% $113 $10,993,032 13,370 $644 100% $644 $8,607,487
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 97,097 $115 100% $115 $11,212,892 13,370 $657 100% $657 $8,779,637
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 97,097 $118 100% $118 $11,437,150 13,370 $670 100% $670 $8,955,230
MuniCap, Inc.
(a)
(b)
See Appendix A-2.a.
(c)
See Appendix A-1.
(d)
A-9
C-110
APPENDIX A
Port Covington
Development Tax Bond McComas Street Rowhomes UnderArmour (Building 37) Other Projected Assessed
Year Year Year Inflation Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Developed Value Existing Port
(a) (b) (c) (d) (b) (c) (d) (c) (d)
Ending Beginning Ending Factor Units Unit Percentage Value Per Unit Assessed Value GSF GSF Percentage Value Per GSF Assessed Value Parcels Covington Development
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 7 $134,582 100% $134,582 $942,072 130,210 $326 100% $326 $42,473,616 $1,890,162 $106,892,736
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 7 $137,273 100% $137,273 $960,913 130,210 $333 100% $333 $43,323,088 $1,927,965 $109,030,591
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 7 $140,019 100% $140,019 $980,132 130,210 $339 100% $339 $44,189,550 $1,966,525 $111,211,203
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 7 $142,819 100% $142,819 $999,734 130,210 $346 100% $346 $45,073,341 $2,005,855 $113,435,427
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 7 $145,676 100% $145,676 $1,019,729 130,210 $353 100% $353 $45,974,808 $2,045,972 $115,704,135
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 7 $148,589 100% $148,589 $1,040,124 130,210 $360 100% $360 $46,894,304 $2,086,892 $118,018,218
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 7 $151,561 100% $151,561 $1,060,926 130,210 $367 100% $367 $47,832,190 $2,128,629 $120,378,582
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 7 $154,592 100% $154,592 $1,082,145 130,210 $375 100% $375 $48,788,834 $2,171,202 $122,786,154
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 7 $157,684 100% $157,684 $1,103,787 130,210 $382 100% $382 $49,764,611 $2,214,626 $125,241,877
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 7 $160,838 100% $160,838 $1,125,863 130,210 $390 100% $390 $50,759,903 $2,258,919 $127,746,714
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 7 $164,054 100% $164,054 $1,148,381 130,210 $398 100% $398 $51,775,101 $2,304,097 $130,301,649
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 7 $167,335 100% $167,335 $1,171,348 130,210 $406 100% $406 $52,810,603 $2,350,179 $132,907,682
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 7 $170,682 100% $170,682 $1,194,775 130,210 $414 100% $414 $53,866,815 $2,397,182 $135,565,835
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 7 $174,096 100% $174,096 $1,218,671 130,210 $422 100% $422 $54,944,151 $2,445,126 $138,277,152
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 7 $177,578 100% $177,578 $1,243,044 130,210 $430 100% $430 $56,043,034 $2,494,029 $141,042,695
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 7 $181,129 100% $181,129 $1,267,905 130,210 $439 100% $439 $57,163,895 $2,543,909 $143,863,549
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 7 $184,752 100% $184,752 $1,293,263 130,210 $448 100% $448 $58,307,173 $2,594,787 $146,740,820
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 7 $188,447 100% $188,447 $1,319,128 130,210 $457 100% $457 $59,473,316 $2,646,683 $149,675,636
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 7 $192,216 100% $192,216 $1,345,511 130,210 $466 100% $466 $60,662,783 $2,699,617 $152,669,149
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 7 $196,060 100% $196,060 $1,372,421 130,210 $475 100% $475 $61,876,038 $2,753,609 $155,722,532
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 7 $199,981 100% $199,981 $1,399,869 130,210 $485 100% $485 $63,113,559 $2,808,681 $158,836,983
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 7 $203,981 100% $203,981 $1,427,867 130,210 $494 100% $494 $64,375,830 $2,864,855 $162,013,722
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 7 $208,061 100% $208,061 $1,456,424 130,210 $504 100% $504 $65,663,347 $2,922,152 $165,253,997
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 7 $212,222 100% $212,222 $1,485,553 130,210 $514 100% $514 $66,976,614 $2,980,595 $168,559,077
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 7 $216,466 100% $216,466 $1,515,264 130,210 $525 100% $525 $68,316,146 $3,040,207 $171,930,258
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 7 $220,796 100% $220,796 $1,545,569 130,210 $535 100% $535 $69,682,469 $3,101,011 $175,368,863
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 7 $225,211 100% $225,211 $1,576,480 130,210 $546 100% $546 $71,076,118 $3,163,031 $178,876,241
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 7 $229,716 100% $229,716 $1,608,010 130,210 $557 100% $557 $72,497,641 $3,226,292 $182,453,766
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 7 $234,310 100% $234,310 $1,640,170 130,210 $568 100% $568 $73,947,594 $3,290,818 $186,102,841
MuniCap, Inc.
(a)
(b)
See Appendix A-2.a.
(c)
See Appendix A-1.
(d)
A-10
C-111
APPENDIX A
Port Covington
Appendix A-3.b: Projected Assessed Value - (Chapter 1A Development)
E12
Development Tax Bond Rye Street Tavern Sagamore Spirit Distillery
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 12,966 $263 100% $263 $3,414,348 49,888 $155 100% $155 $7,734,150
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 12,966 $269 100% $269 $3,482,635 49,888 $158 100% $158 $7,888,833
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 12,966 $274 100% $274 $3,552,288 49,888 $161 100% $161 $8,046,610
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 12,966 $279 100% $279 $3,623,333 49,888 $165 100% $165 $8,207,542
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 12,966 $285 100% $285 $3,695,800 49,888 $168 100% $168 $8,371,693
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 12,966 $291 100% $291 $3,769,716 49,888 $171 100% $171 $8,539,127
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 12,966 $297 100% $297 $3,845,110 49,888 $175 100% $175 $8,709,909
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 12,966 $302 100% $302 $3,922,013 49,888 $178 100% $178 $8,884,107
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 12,966 $309 100% $309 $4,000,453 49,888 $182 100% $182 $9,061,789
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 12,966 $315 100% $315 $4,080,462 49,888 $185 100% $185 $9,243,025
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 12,966 $321 100% $321 $4,162,071 49,888 $189 100% $189 $9,427,886
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 12,966 $327 100% $327 $4,245,313 49,888 $193 100% $193 $9,616,443
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 12,966 $334 100% $334 $4,330,219 49,888 $197 100% $197 $9,808,772
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 12,966 $341 100% $341 $4,416,823 49,888 $201 100% $201 $10,004,948
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 12,966 $347 100% $347 $4,505,160 49,888 $205 100% $205 $10,205,047
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 12,966 $354 100% $354 $4,595,263 49,888 $209 100% $209 $10,409,148
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 12,966 $361 100% $361 $4,687,168 49,888 $213 100% $213 $10,617,331
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 12,966 $369 100% $369 $4,780,911 49,888 $217 100% $217 $10,829,677
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 12,966 $376 100% $376 $4,876,530 49,888 $221 100% $221 $11,046,271
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 12,966 $384 100% $384 $4,974,060 49,888 $226 100% $226 $11,267,196
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 12,966 $391 100% $391 $5,073,542 49,888 $230 100% $230 $11,492,540
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 12,966 $399 100% $399 $5,175,012 49,888 $235 100% $235 $11,722,391
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 12,966 $407 100% $407 $5,278,513 49,888 $240 100% $240 $11,956,839
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 12,966 $415 100% $415 $5,384,083 49,888 $244 100% $244 $12,195,975
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 12,966 $424 100% $424 $5,491,765 49,888 $249 100% $249 $12,439,895
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 12,966 $432 100% $432 $5,601,600 49,888 $254 100% $254 $12,688,693
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 12,966 $441 100% $441 $5,713,632 49,888 $259 100% $259 $12,942,467
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 12,966 $449 100% $449 $5,827,904 49,888 $265 100% $265 $13,201,316
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 12,966 $458 100% $458 $5,944,463 49,888 $270 100% $270 $13,465,342
MuniCap, Inc.
(a)
(b)
See Appendix A-2.b.
(c)
See Appendix A-1.
(d)
A-11
C-112
APPENDIX A
Port Covington
Appendix A-3.b: Projected Assessed Value - (Chapter 1A Development), continued
Development Tax Bond City Garage

Year Year Year Inflation Value Per Phase-In Phased-In Projected Projected Assessed Value
(a) (b) (c) (d)
Ending Beginning Ending Factor GSF GSF Percentage Value Per GSF Assessed Value Chapter 1A Development
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 141,036 $80 100% $80 $11,220,000 $22,368,498
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 141,036 $81 100% $81 $11,444,400 $22,815,868
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 141,036 $83 100% $83 $11,673,288 $23,272,185
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 141,036 $84 100% $84 $11,906,754 $23,737,629
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 141,036 $86 100% $86 $12,144,889 $24,212,382
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 141,036 $88 100% $88 $12,387,787 $24,696,629
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 141,036 $90 100% $90 $12,635,542 $25,190,562
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 141,036 $91 100% $91 $12,888,253 $25,694,373
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 141,036 $93 100% $93 $13,146,018 $26,208,261
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 141,036 $95 100% $95 $13,408,939 $26,732,426
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 141,036 $97 100% $97 $13,677,117 $27,267,074
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 141,036 $99 100% $99 $13,950,660 $27,812,416
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 141,036 $101 100% $101 $14,229,673 $28,368,664
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 141,036 $103 100% $103 $14,514,266 $28,936,037
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 141,036 $105 100% $105 $14,804,552 $29,514,758
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 141,036 $107 100% $107 $15,100,643 $30,105,053
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 141,036 $109 100% $109 $15,402,656 $30,707,154
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 141,036 $111 100% $111 $15,710,709 $31,321,297
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 141,036 $114 100% $114 $16,024,923 $31,947,723
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 141,036 $116 100% $116 $16,345,421 $32,586,678
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 141,036 $118 100% $118 $16,672,330 $33,238,411
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 141,036 $121 100% $121 $17,005,776 $33,903,180
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 141,036 $123 100% $123 $17,345,892 $34,581,243
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 141,036 $125 100% $125 $17,692,810 $35,272,868
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 141,036 $128 100% $128 $18,046,666 $35,978,325
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 141,036 $131 100% $131 $18,407,599 $36,697,892
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 141,036 $133 100% $133 $18,775,751 $37,431,850
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 141,036 $136 100% $136 $19,151,266 $38,180,487
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 141,036 $139 100% $139 $19,534,292 $38,944,096
MuniCap, Inc.
(a)
(b)
See Appendix A-2.b.
(c)
See Appendix A-1.
(d)
A-12
C-113
APPENDIX A
Port Covington
Appendix A-3.c: Projected Assessed Value - (Chapter 1B Development)
E6
Apartments
Development Tax Bond Market Rate Affordable Retail- In-line
Year Year Year Inflation Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected
Factor(a) Units
(b)
Unit(c) Percentage(d) Value Per Unit Assessed Value Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value
(b)
Ending Beginning Ending GSF GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284,110 0% $0 $0 0 $111,866 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 0 $289,793 0% $0 $0 0 $114,103 0% $0 $0 0 $214 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 0 $295,588 0% $0 $0 0 $116,385 0% $0 $0 0 $219 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 200 $301,500 80% $241,200 $48,240,024 54 $118,713 80% $94,970 $5,128,393 15,835 $223 80% $178 $2,824,294
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 200 $307,530 90% $276,777 $55,355,427 54 $121,087 90% $108,978 $5,884,831 15,835 $227 90% $205 $3,240,877
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 200 $313,681 100% $313,681 $62,736,151 54 $123,509 100% $123,509 $6,669,476 15,835 $232 100% $232 $3,672,994
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 200 $319,954 100% $319,954 $63,990,874 54 $125,979 100% $125,979 $6,802,865 15,835 $237 100% $237 $3,746,454
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 200 $326,353 100% $326,353 $65,270,692 54 $128,499 100% $128,499 $6,938,922 15,835 $241 100% $241 $3,821,383
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 200 $332,881 100% $332,881 $66,576,105 54 $131,069 100% $131,069 $7,077,701 15,835 $246 100% $246 $3,897,811
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 200 $339,538 100% $339,538 $67,907,628 54 $133,690 100% $133,690 $7,219,255 15,835 $251 100% $251 $3,975,767
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 200 $346,329 100% $346,329 $69,265,780 54 $136,364 100% $136,364 $7,363,640 15,835 $256 100% $256 $4,055,283
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 200 $353,255 100% $353,255 $70,651,096 54 $139,091 100% $139,091 $7,510,913 15,835 $261 100% $261 $4,136,388
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 200 $360,321 100% $360,321 $72,064,118 54 $141,873 100% $141,873 $7,661,131 15,835 $266 100% $266 $4,219,116
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 200 $367,527 100% $367,527 $73,505,400 54 $144,710 100% $144,710 $7,814,354 15,835 $272 100% $272 $4,303,498
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 200 $374,878 100% $374,878 $74,975,508 54 $147,604 100% $147,604 $7,970,641 15,835 $277 100% $277 $4,389,568
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 200 $382,375 100% $382,375 $76,475,018 54 $150,557 100% $150,557 $8,130,054 15,835 $283 100% $283 $4,477,360
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 200 $390,023 100% $390,023 $78,004,518 54 $153,568 100% $153,568 $8,292,655 15,835 $288 100% $288 $4,566,907
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 200 $397,823 100% $397,823 $79,564,609 54 $156,639 100% $156,639 $8,458,508 15,835 $294 100% $294 $4,658,245
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 200 $405,780 100% $405,780 $81,155,901 54 $159,772 100% $159,772 $8,627,678 15,835 $300 100% $300 $4,751,410
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 200 $413,895 100% $413,895 $82,779,019 54 $162,967 100% $162,967 $8,800,231 15,835 $306 100% $306 $4,846,438
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 200 $422,173 100% $422,173 $84,434,599 54 $166,227 100% $166,227 $8,976,236 15,835 $312 100% $312 $4,943,367
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 200 $430,616 100% $430,616 $86,123,291 54 $169,551 100% $169,551 $9,155,761 15,835 $318 100% $318 $5,042,234
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 200 $439,229 100% $439,229 $87,845,757 54 $172,942 100% $172,942 $9,338,876 15,835 $325 100% $325 $5,143,079
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 200 $448,013 100% $448,013 $89,602,672 54 $176,401 100% $176,401 $9,525,654 15,835 $331 100% $331 $5,245,940
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 200 $456,974 100% $456,974 $91,394,726 54 $179,929 100% $179,929 $9,716,167 15,835 $338 100% $338 $5,350,859
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 200 $466,113 100% $466,113 $93,222,620 54 $183,528 100% $183,528 $9,910,490 15,835 $345 100% $345 $5,457,876
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 200 $475,435 100% $475,435 $95,087,073 54 $187,198 100% $187,198 $10,108,700 15,835 $352 100% $352 $5,567,034
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 200 $484,944 100% $484,944 $96,988,814 54 $190,942 100% $190,942 $10,310,874 15,835 $359 100% $359 $5,678,375
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 200 $494,643 100% $494,643 $98,928,590 54 $194,761 100% $194,761 $10,517,091 15,835 $366 100% $366 $5,791,942
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 200 $504,536 100% $504,536 $100,907,162 54 $198,656 100% $198,656 $10,727,433 15,835 $373 100% $373 $5,907,781
MuniCap, Inc.
(a)
Assumes an annual inflation rate of 2%. Inflation rate accounts for annual increasing assessed value, along with decreasing real property tax rates.
(b)
See Appendix A-2.c.
(c)
See Appendix A-1.
(d)
Assumes property is initially assessed at 80% of full market value and phased in over a three year period.
A-13
C-114
APPENDIX A
Port Covington
Appendix A-3.c Projected Assessed Value - (Chapter 1B Development), continued
E5B
Apartments
Development Tax Bond Market Rate Short-term Rentals Retail - In-line
Factor(a) Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value GSF(b) GSF(c)
(d)
Ending Beginning Ending Percentage Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $278,468 0% $0 $0 0 $284,110 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 0 $284,037 0% $0 $0 0 $289,793 0% $0 $0 0 $214 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 0 $289,718 0% $0 $0 0 $295,588 0% $0 $0 0 $219 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 20 $295,512 80% $236,410 $4,728,196 101 $301,500 80% $241,200 $24,361,212 5,780 $223 80% $178 $1,030,907
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 20 $301,422 90% $271,280 $5,425,605 101 $307,530 90% $276,777 $27,954,491 5,780 $227 90% $205 $1,182,966
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 20 $307,451 100% $307,451 $6,149,019 101 $313,681 100% $313,681 $31,681,756 5,780 $232 100% $232 $1,340,695
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 20 $313,600 100% $313,600 $6,271,999 101 $319,954 100% $319,954 $32,315,391 5,780 $237 100% $237 $1,367,509
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 20 $319,872 100% $319,872 $6,397,439 101 $326,353 100% $326,353 $32,961,699 5,780 $241 100% $241 $1,394,859
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 20 $326,269 100% $326,269 $6,525,388 101 $332,881 100% $332,881 $33,620,933 5,780 $246 100% $246 $1,422,756
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 20 $332,795 100% $332,795 $6,655,895 101 $339,538 100% $339,538 $34,293,352 5,780 $251 100% $251 $1,451,212
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 20 $339,451 100% $339,451 $6,789,013 101 $346,329 100% $346,329 $34,979,219 5,780 $256 100% $256 $1,480,236
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 20 $346,240 100% $346,240 $6,924,794 101 $353,255 100% $353,255 $35,678,803 5,780 $261 100% $261 $1,509,840
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 20 $353,164 100% $353,164 $7,063,289 101 $360,321 100% $360,321 $36,392,379 5,780 $266 100% $266 $1,540,037
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 20 $360,228 100% $360,228 $7,204,555 101 $367,527 100% $367,527 $37,120,227 5,780 $272 100% $272 $1,570,838
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 20 $367,432 100% $367,432 $7,348,646 101 $374,878 100% $374,878 $37,862,632 5,780 $277 100% $277 $1,602,255
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 20 $374,781 100% $374,781 $7,495,619 101 $382,375 100% $382,375 $38,619,884 5,780 $283 100% $283 $1,634,300
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 20 $382,277 100% $382,277 $7,645,532 101 $390,023 100% $390,023 $39,392,282 5,780 $288 100% $288 $1,666,986
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 20 $389,922 100% $389,922 $7,798,442 101 $397,823 100% $397,823 $40,180,127 5,780 $294 100% $294 $1,700,326
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 20 $397,721 100% $397,721 $7,954,411 101 $405,780 100% $405,780 $40,983,730 5,780 $300 100% $300 $1,734,332
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 20 $405,675 100% $405,675 $8,113,499 101 $413,895 100% $413,895 $41,803,405 5,780 $306 100% $306 $1,769,019
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 20 $413,788 100% $413,788 $8,275,769 101 $422,173 100% $422,173 $42,639,473 5,780 $312 100% $312 $1,804,399
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 20 $422,064 100% $422,064 $8,441,285 101 $430,616 100% $430,616 $43,492,262 5,780 $318 100% $318 $1,840,487
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 20 $430,506 100% $430,506 $8,610,110 101 $439,229 100% $439,229 $44,362,107 5,780 $325 100% $325 $1,877,297
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 20 $439,116 100% $439,116 $8,782,313 101 $448,013 100% $448,013 $45,249,350 5,780 $331 100% $331 $1,914,843
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 20 $447,898 100% $447,898 $8,957,959 101 $456,974 100% $456,974 $46,154,337 5,780 $338 100% $338 $1,953,140
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 20 $456,856 100% $456,856 $9,137,118 101 $466,113 100% $466,113 $47,077,423 5,780 $345 100% $345 $1,992,202
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 20 $465,993 100% $465,993 $9,319,860 101 $475,435 100% $475,435 $48,018,972 5,780 $352 100% $352 $2,032,046
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 20 $475,313 100% $475,313 $9,506,258 101 $484,944 100% $484,944 $48,979,351 5,780 $359 100% $359 $2,072,687
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 20 $484,819 100% $484,819 $9,696,383 101 $494,643 100% $494,643 $49,958,938 5,780 $366 100% $366 $2,114,141
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 20 $494,516 100% $494,516 $9,890,310 101 $504,536 100% $504,536 $50,958,117 5,780 $373 100% $373 $2,156,424
MuniCap, Inc.
(a)
(b)
See Appendix A-2.c.
(c)
See Appendix A-1.
(d)
A-14
C-115
APPENDIX A
Port Covington
Appendix A-3.c: Projected Assessed Value - (Chapter 1B Development), continued
E5A
Development Tax Bond Office Retail - In-line
Ending Beginning Ending Factor(a) GSF(b) GSF(c) Percentage(d) Value Per GSF Assessed Value GSF(b) GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 0 $290 0% $0 $0 0 $214 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 0 $296 0% $0 $0 0 $219 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 211,739 $302 80% $241 $51,085,645 9,542 $223 80% $178 $1,701,889
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 211,739 $308 90% $277 $58,620,777 9,542 $227 90% $205 $1,952,918
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 211,739 $314 100% $314 $66,436,881 9,542 $232 100% $232 $2,213,307
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 211,739 $320 100% $320 $67,765,619 9,542 $237 100% $237 $2,257,573
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 211,739 $326 100% $326 $69,120,931 9,542 $241 100% $241 $2,302,724
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 211,739 $333 100% $333 $70,503,350 9,542 $246 100% $246 $2,348,779
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 211,739 $340 100% $340 $71,913,417 9,542 $251 100% $251 $2,395,754
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 211,739 $346 100% $346 $73,351,685 9,542 $256 100% $256 $2,443,669
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 211,739 $353 100% $353 $74,818,719 9,542 $261 100% $261 $2,492,543
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 211,739 $360 100% $360 $76,315,093 9,542 $266 100% $266 $2,542,394
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 211,739 $368 100% $368 $77,841,395 9,542 $272 100% $272 $2,593,242
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 211,739 $375 100% $375 $79,398,223 9,542 $277 100% $277 $2,645,106
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 211,739 $382 100% $382 $80,986,187 9,542 $283 100% $283 $2,698,009
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 211,739 $390 100% $390 $82,605,911 9,542 $288 100% $288 $2,751,969
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 211,739 $398 100% $398 $84,258,029 9,542 $294 100% $294 $2,807,008
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 211,739 $406 100% $406 $85,943,190 9,542 $300 100% $300 $2,863,148
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 211,739 $414 100% $414 $87,662,054 9,542 $306 100% $306 $2,920,411
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 211,739 $422 100% $422 $89,415,295 9,542 $312 100% $312 $2,978,819
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 211,739 $431 100% $431 $91,203,601 9,542 $318 100% $318 $3,038,396
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 211,739 $439 100% $439 $93,027,673 9,542 $325 100% $325 $3,099,164
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 211,739 $448 100% $448 $94,888,226 9,542 $331 100% $331 $3,161,147
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 211,739 $457 100% $457 $96,785,991 9,542 $338 100% $338 $3,224,370
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 211,739 $466 100% $466 $98,721,711 9,542 $345 100% $345 $3,288,857
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 211,739 $476 100% $476 $100,696,145 9,542 $352 100% $352 $3,354,634
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 211,739 $485 100% $485 $102,710,068 9,542 $359 100% $359 $3,421,727
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 211,739 $495 100% $495 $104,764,269 9,542 $366 100% $366 $3,490,162
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 211,739 $505 100% $505 $106,859,554 9,542 $373 100% $373 $3,559,965
MuniCap, Inc.
(a)
(b)
See Appendix A-2.c.
(c)
See Appendix A-1.
(d)
A-15
C-116
APPENDIX A
Port Covington
E7
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 0 $290 0% $0 $0 0 $214 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 0 $296 0% $0 $0 0 $219 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 227,824 $302 80% $241 $54,966,425 44,682 $223 80% $178 $7,969,378
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 227,824 $308 90% $277 $63,073,973 44,682 $227 90% $205 $9,144,861
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 227,824 $314 100% $314 $71,483,836 44,682 $232 100% $232 $10,364,176
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 227,824 $320 100% $320 $72,913,513 44,682 $237 100% $237 $10,571,460
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 227,824 $326 100% $326 $74,371,783 44,682 $241 100% $241 $10,782,889
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 227,824 $333 100% $333 $75,859,219 44,682 $246 100% $246 $10,998,547
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 227,824 $340 100% $340 $77,376,403 44,682 $251 100% $251 $11,218,518
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 227,824 $346 100% $346 $78,923,931 44,682 $256 100% $256 $11,442,888
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 227,824 $353 100% $353 $80,502,410 44,682 $261 100% $261 $11,671,746
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 227,824 $360 100% $360 $82,112,458 44,682 $266 100% $266 $11,905,181
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 227,824 $368 100% $368 $83,754,707 44,682 $272 100% $272 $12,143,284
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 227,824 $375 100% $375 $85,429,802 44,682 $277 100% $277 $12,386,150
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 227,824 $382 100% $382 $87,138,398 44,682 $283 100% $283 $12,633,873
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 227,824 $390 100% $390 $88,881,166 44,682 $288 100% $288 $12,886,551
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 227,824 $398 100% $398 $90,658,789 44,682 $294 100% $294 $13,144,282
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 227,824 $406 100% $406 $92,471,965 44,682 $300 100% $300 $13,407,167
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 227,824 $414 100% $414 $94,321,404 44,682 $306 100% $306 $13,675,311
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 227,824 $422 100% $422 $96,207,832 44,682 $312 100% $312 $13,948,817
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 227,824 $431 100% $431 $98,131,989 44,682 $318 100% $318 $14,227,793
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 227,824 $439 100% $439 $100,094,628 44,682 $325 100% $325 $14,512,349
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 227,824 $448 100% $448 $102,096,521 44,682 $331 100% $331 $14,802,596
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 227,824 $457 100% $457 $104,138,451 44,682 $338 100% $338 $15,098,648
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 227,824 $466 100% $466 $106,221,220 44,682 $345 100% $345 $15,400,621
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 227,824 $476 100% $476 $108,345,645 44,682 $352 100% $352 $15,708,633
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 227,824 $485 100% $485 $110,512,558 44,682 $359 100% $359 $16,022,806
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 227,824 $495 100% $495 $112,722,809 44,682 $366 100% $366 $16,343,262
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 227,824 $505 100% $505 $114,977,265 44,682 $373 100% $373 $16,670,127
MuniCap, Inc.
(a)
(b)
See Appendix A-2.c.
(c)
See Appendix A-1.
(d)
A-16
C-117
APPENDIX A
Port Covington
E1
Apartments
Development Tax Bond Market Rate Affordable Retail - In-line
Ending Beginning Ending Factor(a) Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value GSF(b) GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284,110 0% $0 $0 0 $183,784 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 0 $289,793 0% $0 $0 0 $187,460 0% $0 $0 0 $214 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 0 $295,588 0% $0 $0 0 $191,209 0% $0 $0 0 $219 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 127 $301,500 80% $241,200 $30,632,415 35 $195,033 80% $156,027 $5,460,928 8,127 $223 80% $178 $1,449,556
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 127 $307,530 90% $276,777 $35,150,696 35 $198,934 90% $179,040 $6,266,415 8,127 $227 90% $205 $1,663,365
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 127 $313,681 100% $313,681 $39,837,456 35 $202,912 100% $202,912 $7,101,936 8,127 $232 100% $232 $1,885,147
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 127 $319,954 100% $319,954 $40,634,205 35 $206,971 100% $206,971 $7,243,975 8,127 $237 100% $237 $1,922,850
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 127 $326,353 100% $326,353 $41,446,889 35 $211,110 100% $211,110 $7,388,855 8,127 $241 100% $241 $1,961,307
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 127 $332,881 100% $332,881 $42,275,827 35 $215,332 100% $215,332 $7,536,632 8,127 $246 100% $246 $2,000,534
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 127 $339,538 100% $339,538 $43,121,343 35 $219,639 100% $219,639 $7,687,364 8,127 $251 100% $251 $2,040,544
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 127 $346,329 100% $346,329 $43,983,770 35 $224,032 100% $224,032 $7,841,112 8,127 $256 100% $256 $2,081,355
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 127 $353,255 100% $353,255 $44,863,446 35 $228,512 100% $228,512 $7,997,934 8,127 $261 100% $261 $2,122,982
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 127 $360,321 100% $360,321 $45,760,715 35 $233,083 100% $233,083 $8,157,893 8,127 $266 100% $266 $2,165,442
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 127 $367,527 100% $367,527 $46,675,929 35 $237,744 100% $237,744 $8,321,050 8,127 $272 100% $272 $2,208,751
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 127 $374,878 100% $374,878 $47,609,448 35 $242,499 100% $242,499 $8,487,471 8,127 $277 100% $277 $2,252,926
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 127 $382,375 100% $382,375 $48,561,637 35 $247,349 100% $247,349 $8,657,221 8,127 $283 100% $283 $2,297,984
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 127 $390,023 100% $390,023 $49,532,869 35 $252,296 100% $252,296 $8,830,365 8,127 $288 100% $288 $2,343,944
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 127 $397,823 100% $397,823 $50,523,527 35 $257,342 100% $257,342 $9,006,973 8,127 $294 100% $294 $2,390,823
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 127 $405,780 100% $405,780 $51,533,997 35 $262,489 100% $262,489 $9,187,112 8,127 $300 100% $300 $2,438,639
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 127 $413,895 100% $413,895 $52,564,677 35 $267,739 100% $267,739 $9,370,854 8,127 $306 100% $306 $2,487,412
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 127 $422,173 100% $422,173 $53,615,971 35 $273,093 100% $273,093 $9,558,271 8,127 $312 100% $312 $2,537,160
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 127 $430,616 100% $430,616 $54,688,290 35 $278,555 100% $278,555 $9,749,437 8,127 $318 100% $318 $2,587,903
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 127 $439,229 100% $439,229 $55,782,056 35 $284,126 100% $284,126 $9,944,426 8,127 $325 100% $325 $2,639,661
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 127 $448,013 100% $448,013 $56,897,697 35 $289,809 100% $289,809 $10,143,314 8,127 $331 100% $331 $2,692,455
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 127 $456,974 100% $456,974 $58,035,651 35 $295,605 100% $295,605 $10,346,180 8,127 $338 100% $338 $2,746,304
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 127 $466,113 100% $466,113 $59,196,364 35 $301,517 100% $301,517 $10,553,104 8,127 $345 100% $345 $2,801,230
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 127 $475,435 100% $475,435 $60,380,291 35 $307,548 100% $307,548 $10,764,166 8,127 $352 100% $352 $2,857,254
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 127 $484,944 100% $484,944 $61,587,897 35 $313,699 100% $313,699 $10,979,449 8,127 $359 100% $359 $2,914,400
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 127 $494,643 100% $494,643 $62,819,655 35 $319,973 100% $319,973 $11,199,038 8,127 $366 100% $366 $2,972,688
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 127 $504,536 100% $504,536 $64,076,048 35 $326,372 100% $326,372 $11,423,019 8,127 $373 100% $373 $3,032,141
MuniCap, Inc.
(a)
(b)
See Appendix A-2.c.
(c)
See Appendix A-1.
(d)
C-118
APPENDIX A
Port Covington
E1
Development Tax Bond Retail - Grocery Parking
Year Year Year Inflation Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Projected Assessed Value
Ending Beginning Ending Factor(a) GSF(b) GSF(c) Percentage(d) Value Per GSF Assessed Value Spaces(b) Space(c) Percentage(d) Value Per Space Assessed Value Chapter 1B Development
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $147 0% $0 $0 0 $25,547 0% $0 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% 0 $150 0% $0 $0 0 $26,058 0% $0 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% 0 $153 0% $0 $0 0 $26,579 0% $0 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% 32,276 $156 80% $125 $4,031,088 1,023 $27,111 80% $21,689 $22,187,445 $265,797,796
31-Dec-23 1-Jul-24 1-Sep-25 108.2% 32,276 $159 90% $143 $4,625,673 1,023 $27,653 90% $24,888 $25,460,093 $305,002,971
31-Dec-24 1-Jul-25 1-Sep-26 110.4% 32,276 $162 100% $162 $5,242,429 1,023 $28,206 100% $28,206 $28,854,773 $345,670,033
31-Dec-25 1-Jul-26 1-Sep-27 112.6% 32,276 $166 100% $166 $5,347,278 1,023 $28,770 100% $28,770 $29,431,868 $352,583,434
31-Dec-26 1-Jul-27 1-Sep-28 114.9% 32,276 $169 100% $169 $5,454,224 1,023 $29,346 100% $29,346 $30,020,505 $359,635,103
31-Dec-27 1-Jul-28 1-Sep-29 117.2% 32,276 $172 100% $172 $5,563,308 1,023 $29,932 100% $29,932 $30,620,915 $366,827,805
31-Dec-28 1-Jul-29 1-Sep-30 119.5% 32,276 $176 100% $176 $5,674,574 1,023 $30,531 100% $30,531 $31,233,334 $374,164,361
31-Dec-29 1-Jul-30 1-Sep-31 121.9% 32,276 $179 100% $179 $5,788,066 1,023 $31,142 100% $31,142 $31,858,000 $381,647,648
31-Dec-30 1-Jul-31 1-Sep-32 124.3% 32,276 $183 100% $183 $5,903,827 1,023 $31,765 100% $31,765 $32,495,160 $389,280,601
31-Dec-31 1-Jul-32 1-Sep-33 126.8% 32,276 $187 100% $187 $6,021,904 1,023 $32,400 100% $32,400 $33,145,064 $397,066,213
31-Dec-32 1-Jul-33 1-Sep-34 129.4% 32,276 $190 100% $190 $6,142,342 1,023 $33,048 100% $33,048 $33,807,965 $405,007,537
31-Dec-33 1-Jul-34 1-Sep-35 131.9% 32,276 $194 100% $194 $6,265,188 1,023 $33,709 100% $33,709 $34,484,124 $413,107,688
31-Dec-34 1-Jul-35 1-Sep-36 134.6% 32,276 $198 100% $198 $6,390,492 1,023 $34,383 100% $34,383 $35,173,807 $421,369,842
31-Dec-35 1-Jul-36 1-Sep-37 137.3% 32,276 $202 100% $202 $6,518,302 1,023 $35,071 100% $35,071 $35,877,283 $429,797,239
31-Dec-36 1-Jul-37 1-Sep-38 140.0% 32,276 $206 100% $206 $6,648,668 1,023 $35,772 100% $35,772 $36,594,828 $438,393,183
31-Dec-37 1-Jul-38 1-Sep-39 142.8% 32,276 $210 100% $210 $6,781,642 1,023 $36,488 100% $36,488 $37,326,725 $447,161,047
31-Dec-38 1-Jul-39 1-Sep-40 145.7% 32,276 $214 100% $214 $6,917,274 1,023 $37,217 100% $37,217 $38,073,260 $456,104,268
31-Dec-39 1-Jul-40 1-Sep-41 148.6% 32,276 $219 100% $219 $7,055,620 1,023 $37,962 100% $37,962 $38,834,725 $465,226,353
31-Dec-40 1-Jul-41 1-Sep-42 151.6% 32,276 $223 100% $223 $7,196,732 1,023 $38,721 100% $38,721 $39,611,419 $474,530,880
31-Dec-41 1-Jul-42 1-Sep-43 154.6% 32,276 $227 100% $227 $7,340,667 1,023 $39,495 100% $39,495 $40,403,648 $484,021,498
31-Dec-42 1-Jul-43 1-Sep-44 157.7% 32,276 $232 100% $232 $7,487,480 1,023 $40,285 100% $40,285 $41,211,721 $493,701,928
31-Dec-43 1-Jul-44 1-Sep-45 160.8% 32,276 $237 100% $237 $7,637,230 1,023 $41,091 100% $41,091 $42,035,955 $503,575,966
31-Dec-44 1-Jul-45 1-Sep-46 164.1% 32,276 $241 100% $241 $7,789,974 1,023 $41,913 100% $41,913 $42,876,674 $513,647,486
31-Dec-45 1-Jul-46 1-Sep-47 167.3% 32,276 $246 100% $246 $7,945,774 1,023 $42,751 100% $42,751 $43,734,208 $523,920,436
31-Dec-46 1-Jul-47 1-Sep-48 170.7% 32,276 $251 100% $251 $8,104,689 1,023 $43,606 100% $43,606 $44,608,892 $534,398,844
31-Dec-47 1-Jul-48 1-Sep-49 174.1% 32,276 $256 100% $256 $8,266,783 1,023 $44,478 100% $44,478 $45,501,070 $545,086,821
31-Dec-48 1-Jul-49 1-Sep-50 177.6% 32,276 $261 100% $261 $8,432,119 1,023 $45,368 100% $45,368 $46,411,091 $555,988,558
MuniCap, Inc.
(a)
(b)
See Appendix A-2.c.
(c)
See Appendix A-1.
(d)
A-18
C-119
APPENDIX A
Port Covington
Appendix A-3.d: Projected Assessed Value - Total
Development Tax Bond Projected Assessed Value

Year Year Year Inflation Existing Port Chapter 1A Chapter 1B Residual Original
Ending Beginning Ending Factor Covington Development(a) Development(b) Development(c) Assessable Base Value(d) Total
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $104,796,800 $21,929,900 $0 $40,143,023 $166,869,723
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $106,892,736 $22,368,498 $0 $40,945,883 $170,207,117
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $109,030,591 $22,815,868 $0 $41,764,801 $173,611,260
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $111,211,203 $23,272,185 $265,797,796 $42,600,097 $442,881,281
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $113,435,427 $23,737,629 $305,002,971 $43,452,099 $485,628,125
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $115,704,135 $24,212,382 $345,670,033 $44,321,141 $529,907,691
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $118,018,218 $24,696,629 $352,583,434 $45,207,564 $540,505,845
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $120,378,582 $25,190,562 $359,635,103 $46,111,715 $551,315,962
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $122,786,154 $25,694,373 $366,827,805 $47,033,949 $562,342,281
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $125,241,877 $26,208,261 $374,164,361 $47,974,628 $573,589,127
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $127,746,714 $26,732,426 $381,647,648 $48,934,121 $585,060,909
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $130,301,649 $27,267,074 $389,280,601 $49,912,803 $596,762,127
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $132,907,682 $27,812,416 $397,066,213 $50,911,060 $608,697,370
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $135,565,835 $28,368,664 $405,007,537 $51,929,281 $620,871,317
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $138,277,152 $28,936,037 $413,107,688 $52,967,866 $633,288,744
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $141,042,695 $29,514,758 $421,369,842 $54,027,224 $645,954,519
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $143,863,549 $30,105,053 $429,797,239 $55,107,768 $658,873,609
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $146,740,820 $30,707,154 $438,393,183 $56,209,923 $672,051,081
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $149,675,636 $31,321,297 $447,161,047 $57,334,122 $685,492,103
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $152,669,149 $31,947,723 $456,104,268 $58,480,804 $699,201,945
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $155,722,532 $32,586,678 $465,226,353 $59,650,420 $713,185,984
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $158,836,983 $33,238,411 $474,530,880 $60,843,429 $727,449,703
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $162,013,722 $33,903,180 $484,021,498 $62,060,297 $741,998,697
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $165,253,997 $34,581,243 $493,701,928 $63,301,503 $756,838,671
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $168,559,077 $35,272,868 $503,575,966 $64,567,533 $771,975,445
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $171,930,258 $35,978,325 $513,647,486 $65,858,884 $787,414,954
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $175,368,863 $36,697,892 $523,920,436 $67,176,062 $803,163,253
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $178,876,241 $37,431,850 $534,398,844 $68,519,583 $819,226,518
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $182,453,766 $38,180,487 $545,086,821 $69,889,975 $835,611,048
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $186,102,841 $38,944,096 $555,988,558 $71,287,774 $852,323,269
MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
See Appendix A-3.b.
(c)
See Appendix A-3.c.
(d)
See Appendix D-1.b.
A-19
C-120
APPENDIX A
Port Covington
Appendix A-4.a: Projected Property Tax Credits - Allocation of Original Assessable Base Value for Purposes of Enterprise Zone and Brownfield Tax
Credit(a)
Allocation Original Assessable

Projected Development(b) SF
(b)
Percentage(c) Base Value(d)
Nick's Fish House 4,623 100.00% $1,168,600
Baltimore Sun Building 256,033 100.00% $20,642,000
AFP Building 43,260 100.00% $1,851,600
Former Walmart Building 143,040 100.00% $21,000,000
Schuster Concrete Building 97,097 100.00% $6,719,500
Dog Resort 13,370 100.00% $1,028,000
McComas Street Rowhomes 9,970 100.00% $922,600
UnderArmour (Building 37) (e) 130,210 100.00% $9,796,650

Sub-total existing Port Covington development 697,603 $63,128,950
E12
(e)
Rye Street Tavern 12,966 20.63% $66,817
Sagamore Spirit Distillery(e) 49,888 79.37% $257,083
Sub-total E12 62,854 100.00% $323,900
City Garage (e) 141,036 100.00% $960,750

E6
Apartments 276,905 94.59% $277,780
Retail - in-line 15,835 5.41% $15,885
Sub-total E6 292,740 100.00% $293,665
E5B
Apartments 126,675 95.64% $143,248
Retail - in-line 5,780 4.36% $6,536
Sub-total E5B 132,455 100.00% $149,784
E5A
Office 211,739 95.69% $247,059
Retail - in-line 9,542 4.31% $11,134
Sub-total E5A 221,281 100.00% $258,193
E7
Office 227,824 83.60% $219,465
Retail - in-line 44,682 16.40% $43,043
Sub-total E7 272,506 100.00% $262,507
E1
Apartments 182,695 30.09% $188,984
Retail - in-line and grocery 40,403 6.65% $41,794
Parking 384,033 63.25% $397,253
Sub-total E1 607,131 100.00% $628,031
Sub-total Chapter 1B development 1,526,113 $1,592,180
Total 2,427,606 $66,005,780
MuniCap, Inc.
(a)
Represents the Original Assessable Base value allocated to each of the Development for purposes of projecting the Enterprise Zone and Brownfield Tax Credits.
(b)
See Appendix A-1.
(c)
Allocation percentage based on square footage of individual building components to total square footage for the entire building.
(d)
Represents the Original Assessable Base value after parcel subdivision. Provided by BUR.
(e)
Based on information provided by City of Baltimore Department of Finance.
A-20
C-121
APPENDIX A
Port Covington
Appendix A-4.b: Projected Property Tax Credits - Enterprise Zone

(a)
Development Tax Bond Eligible Assessment Enterprise Assessment Eligible City Enterprise
Year Year Year Inflation Total Original Assessable Sub-total Zone Tax for Enterprise Tax Rate Zone
Assessed Value(b)
(c) (d) (e)
Ending Beginning Ending Factor Base Value Eligible Assessment Credit Percent Zone Credit (Per $100 A.V.) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $41,640,800 ($9,796,650) $31,844,150 80% $25,475,320 $2.248 $572,685
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $42,473,616 ($9,796,650) $32,676,966 80% $26,141,573 $2.248 $587,663
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $43,323,088 ($9,796,650) $33,526,438 70% $23,468,507 $2.248 $527,572
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $44,189,550 ($9,796,650) $34,392,900 60% $20,635,740 $2.248 $463,891
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $45,073,341 ($9,796,650) $35,276,691 50% $17,638,346 $2.248 $396,510
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $45,974,808 ($9,796,650) $36,178,158 40% $14,471,263 $2.248 $325,314
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $46,894,304 ($9,796,650) $37,097,654 30% $11,129,296 $2.248 $250,187
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $47,832,190 ($9,796,650) $38,035,540 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $48,788,834 ($9,796,650) $38,992,184 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $49,764,611 ($9,796,650) $39,967,961 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $50,759,903 ($9,796,650) $40,963,253 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $51,775,101 ($9,796,650) $41,978,451 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $52,810,603 ($9,796,650) $43,013,953 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $53,866,815 ($9,796,650) $44,070,165 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $54,944,151 ($9,796,650) $45,147,501 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $56,043,034 ($9,796,650) $46,246,384 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $57,163,895 ($9,796,650) $47,367,245 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $58,307,173 ($9,796,650) $48,510,523 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $59,473,316 ($9,796,650) $49,676,666 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $60,662,783 ($9,796,650) $50,866,133 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $61,876,038 ($9,796,650) $52,079,388 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $63,113,559 ($9,796,650) $53,316,909 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $64,375,830 ($9,796,650) $54,579,180 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $65,663,347 ($9,796,650) $55,866,697 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $66,976,614 ($9,796,650) $57,179,964 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $68,316,146 ($9,796,650) $58,519,496 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $69,682,469 ($9,796,650) $59,885,819 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $71,076,118 ($9,796,650) $61,279,468 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $72,497,641 ($9,796,650) $62,700,991 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $73,947,594 ($9,796,650) $64,150,944 0% $0 $2.248 $0
Total $3,123,822
MuniCap, Inc.
(a)
The Enterprise Zone Tax Credit is based on the eligible assessment, which is the difference between the Original Assessable Base Value and the assessed value after improvements are made for commercial properties in a designated Enterprise Zone. Source: Supervisor of Assessments for Baltimore
City as appointed by the Maryland State Department of Assessments and Taxation.
(b)
See Appendix A-3.a.
(c)
Represents the Original Assessable Base value of tax parcel developed as UnderArmour (Building 37). See Appendix A-4.a.
(d)
Amount eligible for Enterprise Zone Tax Credit is 80% of the eligible assessment for the first five years (years 1-5) and declines 10% annually for the remaining five years (years 6-10) Source: Baltimore Development Corporation.
(e)
A-21
C-122
APPENDIX A
Port Covington
Appendix A-4.b: Projected Property Tax Credits - Enterprise Zone, continued
E12 Rye Street Tavern & Sagamore Spirit Distillery

Development Tax Bond Eligible Assessment(a) Enterprise Assessment Eligible City Enterprise
Ending Beginning Ending Factor Assessed Value(b) Base Value(c) Eligible Assessment Credit Percent(d) Zone Credit (Per $100 A.V.)(e) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,929,900 ($323,900) $10,606,000 80% $8,484,800 $2.248 $190,738
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $11,148,498 ($323,900) $10,824,598 80% $8,659,678 $2.248 $194,670
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $11,371,468 ($323,900) $11,047,568 80% $8,838,054 $2.248 $198,679
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $11,598,897 ($323,900) $11,274,997 70% $7,892,498 $2.248 $177,423
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $11,830,875 ($323,900) $11,506,975 60% $6,904,185 $2.248 $155,206
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $12,067,493 ($323,900) $11,743,593 50% $5,871,796 $2.248 $131,998
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $12,308,843 ($323,900) $11,984,943 40% $4,793,977 $2.248 $107,769
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $12,555,019 ($323,900) $12,231,119 30% $3,669,336 $2.248 $82,487
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $12,806,120 ($323,900) $12,482,220 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $13,062,242 ($323,900) $12,738,342 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $13,323,487 ($323,900) $12,999,587 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $13,589,957 ($323,900) $13,266,057 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $13,861,756 ($323,900) $13,537,856 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $14,138,991 ($323,900) $13,815,091 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $14,421,771 ($323,900) $14,097,871 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $14,710,206 ($323,900) $14,386,306 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $15,004,410 ($323,900) $14,680,510 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $15,304,499 ($323,900) $14,980,599 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $15,610,589 ($323,900) $15,286,689 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $15,922,800 ($323,900) $15,598,900 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $16,241,256 ($323,900) $15,917,356 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $16,566,082 ($323,900) $16,242,182 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $16,897,403 ($323,900) $16,573,503 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $17,235,351 ($323,900) $16,911,451 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $17,580,058 ($323,900) $17,256,158 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $17,931,659 ($323,900) $17,607,759 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $18,290,293 ($323,900) $17,966,393 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $18,656,099 ($323,900) $18,332,199 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $19,029,220 ($323,900) $18,705,320 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $19,409,805 ($323,900) $19,085,905 0% $0 $2.248 $0
Total $1,238,970
MuniCap, Inc.
(a)
The Enterprise Zone Tax Credit is based on the eligible assessment, which is the difference between the Original Assessable Base value and the assessed value after improvements are made for commercial properties in a designated Enterprise Zone. Source: Supervisor of Assessments for Baltimore
(b)
See Appendix A-3.b.
(c)
Represents the Original Assessable Base value of tax parcel developed as Building E12 Rye Street Tavern and Sagamore Spirit Distillery. See Appendix A-4.a.
(d)
(e)
A-22
C-123
APPENDIX A
Port Covington
City Garage
(a)
Ending Beginning Ending Factor Assessed Value(b) Base Value(C) Eligible Assessment Credit Percent(d) Zone Credit (Per $100 A.V.)(e) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $11,000,000 ($960,750) $10,039,250 80% $8,031,400 $2.248 $180,546
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $11,220,000 ($960,750) $10,259,250 80% $8,207,400 $2.248 $184,502
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $11,444,400 ($960,750) $10,483,650 70% $7,338,555 $2.248 $164,971
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $11,673,288 ($960,750) $10,712,538 60% $6,427,523 $2.248 $144,491
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $11,906,754 ($960,750) $10,946,004 50% $5,473,002 $2.248 $123,033
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $12,144,889 ($960,750) $11,184,139 40% $4,473,656 $2.248 $100,568
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $12,387,787 ($960,750) $11,427,037 30% $3,428,111 $2.248 $77,064
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $12,635,542 ($960,750) $11,674,792 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $12,888,253 ($960,750) $11,927,503 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $13,146,018 ($960,750) $12,185,268 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $13,408,939 ($960,750) $12,448,189 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $13,677,117 ($960,750) $12,716,367 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $13,950,660 ($960,750) $12,989,910 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $14,229,673 ($960,750) $13,268,923 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $14,514,266 ($960,750) $13,553,516 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $14,804,552 ($960,750) $13,843,802 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $15,100,643 ($960,750) $14,139,893 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $15,402,656 ($960,750) $14,441,906 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $15,710,709 ($960,750) $14,749,959 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $16,024,923 ($960,750) $15,064,173 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $16,345,421 ($960,750) $15,384,671 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $16,672,330 ($960,750) $15,711,580 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $17,005,776 ($960,750) $16,045,026 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $17,345,892 ($960,750) $16,385,142 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $17,692,810 ($960,750) $16,732,060 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $18,046,666 ($960,750) $17,085,916 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $18,407,599 ($960,750) $17,446,849 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $18,775,751 ($960,750) $17,815,001 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $19,151,266 ($960,750) $18,190,516 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $19,534,292 ($960,750) $18,573,542 0% $0 $2.248 $0
Total $975,174
MuniCap, Inc.
(a)
City as appointed by the Maryland Department of Assessments and Taxation.
(b)
See Appendix A-3.b.
(c)
Represents the Original Assessable Base value of tax parcel developed as the City Garage. See Appendix A-4.a.
(d)
(e)
A-23
C-124
APPENDIX A
Port Covington
E6 Retail
(a)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($15,885) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($16,203) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($16,527) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $2,824,294 ($16,857) $2,807,437 80% $2,245,949 $2.248 $50,489
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $3,240,877 ($16,857) $3,224,020 80% $2,579,216 $2.248 $57,981
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $3,672,994 ($16,857) $3,656,137 80% $2,924,910 $2.248 $65,752
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $3,746,454 ($16,857) $3,729,597 80% $2,983,677 $2.248 $67,073
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $3,821,383 ($16,857) $3,804,526 80% $3,043,621 $2.248 $68,421
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $3,897,811 ($16,857) $3,880,954 70% $2,716,668 $2.248 $61,071
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $3,975,767 ($16,857) $3,958,910 60% $2,375,346 $2.248 $53,398
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $4,055,283 ($16,857) $4,038,425 50% $2,019,213 $2.248 $45,392
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $4,136,388 ($16,857) $4,119,531 40% $1,647,812 $2.248 $37,043
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $4,219,116 ($16,857) $4,202,259 30% $1,260,678 $2.248 $28,340
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $4,303,498 ($16,857) $4,286,641 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $4,389,568 ($16,857) $4,372,711 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $4,477,360 ($16,857) $4,460,502 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $4,566,907 ($16,857) $4,550,049 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $4,658,245 ($16,857) $4,641,388 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $4,751,410 ($16,857) $4,734,552 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $4,846,438 ($16,857) $4,829,581 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $4,943,367 ($16,857) $4,926,509 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $5,042,234 ($16,857) $5,025,377 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $5,143,079 ($16,857) $5,126,221 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $5,245,940 ($16,857) $5,229,083 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $5,350,859 ($16,857) $5,334,002 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $5,457,876 ($16,857) $5,441,019 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $5,567,034 ($16,857) $5,550,177 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $5,678,375 ($16,857) $5,661,517 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $5,791,942 ($16,857) $5,775,085 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $5,907,781 ($16,857) $5,890,924 0% $0 $2.248 $0
Total $534,959
MuniCap, Inc.
(a)
(b)
See Appendix A-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E6 retail. Increases with inflation until development starts and base year is established. See Appendix A-4.a.
(d)
(e)
A-24
C-125
APPENDIX A
Port Covington
E5B Retail
(a)
Assessed Value(b)
(c) (d) (e)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($6,536) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($6,667) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($6,800) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $1,030,907 ($6,936) $1,023,971 80% $819,177 $2.248 $18,415
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $1,182,966 ($6,936) $1,176,030 80% $940,824 $2.248 $21,150
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $1,340,695 ($6,936) $1,333,759 80% $1,067,007 $2.248 $23,986
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $1,367,509 ($6,936) $1,360,573 80% $1,088,458 $2.248 $24,469
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $1,394,859 ($6,936) $1,387,923 80% $1,110,338 $2.248 $24,960
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $1,422,756 ($6,936) $1,415,820 70% $991,074 $2.248 $22,279
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $1,451,212 ($6,936) $1,444,275 60% $866,565 $2.248 $19,480
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $1,480,236 ($6,936) $1,473,299 50% $736,650 $2.248 $16,560
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $1,509,840 ($6,936) $1,502,904 40% $601,162 $2.248 $13,514
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $1,540,037 ($6,936) $1,533,101 30% $459,930 $2.248 $10,339
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $1,570,838 ($6,936) $1,563,902 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $1,602,255 ($6,936) $1,595,319 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $1,634,300 ($6,936) $1,627,364 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $1,666,986 ($6,936) $1,660,050 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $1,700,326 ($6,936) $1,693,389 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $1,734,332 ($6,936) $1,727,396 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $1,769,019 ($6,936) $1,762,082 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $1,804,399 ($6,936) $1,797,463 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $1,840,487 ($6,936) $1,833,551 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $1,877,297 ($6,936) $1,870,361 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $1,914,843 ($6,936) $1,907,907 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $1,953,140 ($6,936) $1,946,203 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $1,992,202 ($6,936) $1,985,266 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $2,032,046 ($6,936) $2,025,110 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $2,072,687 ($6,936) $2,065,751 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $2,114,141 ($6,936) $2,107,205 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $2,156,424 ($6,936) $2,149,488 0% $0 $2.248 $0
Total $195,153
MuniCap, Inc.
(a)
(b)
See Appendix A-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E5B retail. See Appendix A-4.a.
(d)
(e)
A-25
C-126
APPENDIX A
Port Covington
E5A Office & Retail

(a)
Ending Beginning Ending Factor Assessed Value(b) Base Value
(c)
Eligible Assessment Credit Percent(d) Zone Credit (Per $100 A.V.)(e) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($258,193) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($263,356) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($268,624) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $52,787,534 ($273,996) $52,513,538 80% $42,010,830 $2.248 $944,403
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $60,573,695 ($273,996) $60,299,699 80% $48,239,759 $2.248 $1,084,430
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $68,650,188 ($273,996) $68,376,192 80% $54,700,953 $2.248 $1,229,677
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $70,023,192 ($273,996) $69,749,196 80% $55,799,356 $2.248 $1,254,370
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $71,423,655 ($273,996) $71,149,659 80% $56,919,728 $2.248 $1,279,555
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $72,852,129 ($273,996) $72,578,132 70% $50,804,693 $2.248 $1,142,089
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $74,309,171 ($273,996) $74,035,175 60% $44,421,105 $2.248 $998,586
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $75,795,355 ($273,996) $75,521,358 50% $37,760,679 $2.248 $848,860
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $77,311,262 ($273,996) $77,037,266 40% $30,814,906 $2.248 $692,719
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $78,857,487 ($273,996) $78,583,491 30% $23,575,047 $2.248 $529,967
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $80,434,637 ($273,996) $80,160,641 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $82,043,329 ($273,996) $81,769,333 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $83,684,196 ($273,996) $83,410,200 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $85,357,880 ($273,996) $85,083,884 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $87,065,037 ($273,996) $86,791,041 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $88,806,338 ($273,996) $88,532,342 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $90,582,465 ($273,996) $90,308,469 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $92,394,114 ($273,996) $92,120,118 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $94,241,997 ($273,996) $93,968,000 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $96,126,837 ($273,996) $95,852,840 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $98,049,373 ($273,996) $97,775,377 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $100,010,361 ($273,996) $99,736,365 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $102,010,568 ($273,996) $101,736,572 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $104,050,779 ($273,996) $103,776,783 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $106,131,795 ($273,996) $105,857,799 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $108,254,431 ($273,996) $107,980,435 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $110,419,519 ($273,996) $110,145,523 0% $0 $2.248 $0
Total $10,004,658
MuniCap, Inc.
(a)
(b)
See Appendix A-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E5A. See Appendix A-4.a.
(d)
(e)
A-26
C-127
APPENDIX A
Port Covington
E7 Office & Retail

(a)
(c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($262,507) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($267,757) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($273,112) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $62,935,804 ($278,575) $62,657,229 80% $50,125,783 $2.248 $1,126,828
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $72,218,835 ($278,575) $71,940,260 80% $57,552,208 $2.248 $1,293,774
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $81,848,013 ($278,575) $81,569,438 80% $65,255,550 $2.248 $1,466,945
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $83,484,973 ($278,575) $83,206,398 80% $66,565,119 $2.248 $1,496,384
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $85,154,672 ($278,575) $84,876,098 80% $67,900,878 $2.248 $1,526,412
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $86,857,766 ($278,575) $86,579,191 70% $60,605,434 $2.248 $1,362,410
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $88,594,921 ($278,575) $88,316,346 60% $52,989,808 $2.248 $1,191,211
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $90,366,820 ($278,575) $90,088,245 50% $45,044,122 $2.248 $1,012,592
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $92,174,156 ($278,575) $91,895,581 40% $36,758,232 $2.248 $826,325
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $94,017,639 ($278,575) $93,739,064 30% $28,121,719 $2.248 $632,176
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $95,897,992 ($278,575) $95,619,417 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $97,815,952 ($278,575) $97,537,377 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $99,772,271 ($278,575) $99,493,696 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $101,767,716 ($278,575) $101,489,141 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $103,803,070 ($278,575) $103,524,496 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $105,879,132 ($278,575) $105,600,557 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $107,996,714 ($278,575) $107,718,140 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $110,156,649 ($278,575) $109,878,074 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $112,359,782 ($278,575) $112,081,207 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $114,606,977 ($278,575) $114,328,403 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $116,899,117 ($278,575) $116,620,542 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $119,237,099 ($278,575) $118,958,525 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $121,621,841 ($278,575) $121,343,267 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $124,054,278 ($278,575) $123,775,703 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $126,535,364 ($278,575) $126,256,789 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $129,066,071 ($278,575) $128,787,496 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $131,647,392 ($278,575) $131,368,818 0% $0 $2.248 $0
Total $11,935,056
MuniCap, Inc.
(a)
(b)
See Appendix A-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E7 office and retail. Increases with inflation until development starts and base year is established. See Appendix A-4.b.
(d)
(e)
A-27
C-128
APPENDIX A
Port Covington
E1 Retail & Parking

(a)
(b) (c)
Ending Beginning Ending Factor Assessed Value Base Value Eligible Assessment Credit Percent(d) Zone Credit (Per $100 A.V.)(e) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($439,047) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($447,828) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($456,784) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $27,668,089 ($465,920) $27,202,169 80% $21,761,735 $2.248 $489,204
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $31,749,132 ($465,920) $31,283,212 80% $25,026,569 $2.248 $562,597
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $35,982,349 ($465,920) $35,516,429 80% $28,413,144 $2.248 $638,727
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $36,701,996 ($465,920) $36,236,076 80% $28,988,861 $2.248 $651,670
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $37,436,036 ($465,920) $36,970,116 80% $29,576,093 $2.248 $664,871
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $38,184,757 ($465,920) $37,718,837 70% $26,403,186 $2.248 $593,544
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $38,948,452 ($465,920) $38,482,532 60% $23,089,519 $2.248 $519,052
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $39,727,421 ($465,920) $39,261,501 50% $19,630,751 $2.248 $441,299
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $40,521,970 ($465,920) $40,056,050 40% $16,022,420 $2.248 $360,184
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $41,332,409 ($465,920) $40,866,489 30% $12,259,947 $2.248 $275,604
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $42,159,057 ($465,920) $41,693,137 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $43,002,238 ($465,920) $42,536,318 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $43,862,283 ($465,920) $43,396,363 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $44,739,529 ($465,920) $44,273,609 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $45,634,319 ($465,920) $45,168,399 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $46,547,006 ($465,920) $46,081,086 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $47,477,946 ($465,920) $47,012,026 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $48,427,505 ($465,920) $47,961,585 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $49,396,055 ($465,920) $48,930,135 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $50,383,976 ($465,920) $49,918,056 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $51,391,656 ($465,920) $50,925,735 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $52,419,489 ($465,920) $51,953,569 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $53,467,878 ($465,920) $53,001,958 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $54,537,236 ($465,920) $54,071,316 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $55,627,981 ($465,920) $55,162,061 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $56,740,540 ($465,920) $56,274,620 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $57,875,351 ($465,920) $57,409,431 0% $0 $2.248 $0
Total $5,196,752
MuniCap, Inc.
(a)
(b)
See Appendix A-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E1 retail. Increases with inflation until development starts and base year is established. See Appendix A-4.a.
(d)
(e)
A-28
C-129
APPENDIX A
Port Covington
Tax Bond Enterprise Zone Tax Credits(a)

Year Year UnderArmour
Beginning Ending (Building 37) E12 City Garage E6 E5B E5A E7 E1 Total
1-Jul-20 1-Sep-21 $572,685 $190,738 $180,546 $0 $0 $0 $0 $0 $943,969
1-Jul-21 1-Sep-22 $587,663 $194,670 $184,502 $0 $0 $0 $0 $0 $966,834
1-Jul-22 1-Sep-23 $527,572 $198,679 $164,971 $0 $0 $0 $0 $0 $891,222
1-Jul-23 1-Sep-24 $463,891 $177,423 $144,491 $50,489 $18,415 $944,403 $1,126,828 $489,204 $3,415,144
1-Jul-24 1-Sep-25 $396,510 $155,206 $123,033 $57,981 $21,150 $1,084,430 $1,293,774 $562,597 $3,694,680
1-Jul-25 1-Sep-26 $325,314 $131,998 $100,568 $65,752 $23,986 $1,229,677 $1,466,945 $638,727 $3,982,968
1-Jul-26 1-Sep-27 $250,187 $107,769 $77,064 $67,073 $24,469 $1,254,370 $1,496,384 $651,670 $3,928,984
1-Jul-27 1-Sep-28 $0 $82,487 $0 $68,421 $24,960 $1,279,555 $1,526,412 $664,871 $3,646,705
1-Jul-28 1-Sep-29 $0 $0 $0 $61,071 $22,279 $1,142,089 $1,362,410 $593,544 $3,181,393
1-Jul-29 1-Sep-30 $0 $0 $0 $53,398 $19,480 $998,586 $1,191,211 $519,052 $2,781,728
1-Jul-30 1-Sep-31 $0 $0 $0 $45,392 $16,560 $848,860 $1,012,592 $441,299 $2,364,703
1-Jul-31 1-Sep-32 $0 $0 $0 $37,043 $13,514 $692,719 $826,325 $360,184 $1,929,785
C-130
1-Jul-32 1-Sep-33 $0 $0 $0 $28,340 $10,339 $529,967 $632,176 $275,604 $1,476,426

1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $3,123,822 $1,238,970 $975,174 $534,959 $195,153 $10,004,658 $11,935,056 $5,196,752 $33,204,543
MuniCap, Inc.
(a)
See Appendix A-4.b. A-29
C-130
APPENDIX A
Port Covington
(a)
Appendix A-4.c: Projected Property Tax Credits - Brownfield
UnderArmour (Building 37)

Development Tax Bond Enterprise Remaining Remaining Assessment Eligible City
Year Year Year Inflation Zone Tax Credit Percentage Eligible for Assessment Eligible for Brownfield for Brownfield Tax Rate Brownfield
(b) (c) (d) (e) (f)
Ending Beginning Ending Factor Eligible Assessment Brownfield Tax Credit Brownfield Tax Credit Tax Credit Percent Tax Credit (Per $100 A.V.) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $31,844,150 20% $6,368,830 70% $4,458,181 $2.248 $100,220
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $32,676,966 20% $6,535,393 70% $4,574,775 $2.248 $102,841
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $33,526,438 30% $10,057,931 70% $7,040,552 $2.248 $158,272
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $34,392,900 40% $13,757,160 70% $9,630,012 $2.248 $216,483
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $35,276,691 50% $17,638,346 70% $12,346,842 $2.248 $277,557
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $36,178,158 60% $21,706,895 70% $15,194,826 $2.248 $341,580
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $37,097,654 70% $25,968,358 70% $18,177,850 $2.248 $408,638
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $38,035,540 0% $0 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $38,992,184 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $39,967,961 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $40,963,253 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $41,978,451 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $43,013,953 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $44,070,165 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $45,147,501 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $46,246,384 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $47,367,245 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $48,510,523 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $49,676,666 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $50,866,133 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $52,079,388 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $53,316,909 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $54,579,180 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $55,866,697 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $57,179,964 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $58,519,496 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $59,885,819 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $61,279,468 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $62,700,991 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $64,150,944 0% $0 0% $0 $2.248 $0
Total $1,605,590
MuniCap, Inc.
(a)
Brownfield Tax Credit is available for a period of ten years rather than five years for eligible properties located within an Enterprise Zone. Source: Baltimore Development Corporation.
(b)
See Appendix A-4.b.
(c)
For properties receiving the Enterprise Zone Tax Credit, the remaining percentage not eligible for the Enterprise Zone Tax Credit is eligible for the Brownfield Tax Credit. For example, if 80% of the assessment is eligible for the Enterprise Zone Tax Credit, the remaining 20% of the assessment is eligible for the
Brownfield Tax Credit. Source: Baltimore Development Corporation.
(d)
The Brownfield Tax Credit is based on the eligible assessment, which is the difference between Original Assessable Base value and the assessed value after improvements are made to properties in a designated Brownfield Zone. Source: Supervisor of Assessments for Baltimore City as appointed by the Maryland
State Department of Assessments and Taxation. Represents assessed value after Original Assessable Base value has been deducted.
(e)
For properties in which more than $250,000 has been expended on eligible work, 70% of the eligible assessment available in determining the Brownfield Tax Credit rather than 50%. Source: Baltimore Development Corporation. Assumes eligible work exceeds $250,000.
(f)
A-30
C-131
APPENDIX A
Port Covington
(a)
Appendix A-4.c: Projected Property Tax Credits - Brownfield, continued

Ending Beginning Ending Factor Eligible Assessment(b) Brownfield Tax Credit(c) Brownfield Tax Credit(d) Tax Credit Percent(e) Tax Credit (Per $100 A.V.)(f) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,606,000 20% $2,121,200 70% $1,484,840 $2.248 $33,379
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $10,824,598 20% $2,164,920 70% $1,515,444 $2.248 $34,067
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $11,047,568 20% $2,209,514 70% $1,546,660 $2.248 $34,769
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $11,274,997 30% $3,382,499 70% $2,367,749 $2.248 $53,227
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $11,506,975 40% $4,602,790 70% $3,221,953 $2.248 $72,430
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $11,743,593 50% $5,871,796 70% $4,110,257 $2.248 $92,399
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $11,984,943 60% $7,190,966 70% $5,033,676 $2.248 $113,157
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $12,231,119 70% $8,561,784 70% $5,993,249 $2.248 $134,728
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $12,482,220 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $12,738,342 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $12,999,587 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $13,266,057 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $13,537,856 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $13,815,091 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $14,097,871 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $14,386,306 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $14,680,510 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $14,980,599 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $15,286,689 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $15,598,900 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $15,917,356 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $16,242,182 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $16,573,503 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $16,911,451 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $17,256,158 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $17,607,759 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $17,966,393 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $18,332,199 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $18,705,320 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $19,085,905 0% $0 0% $0 $2.248 $0
Total $568,156
MuniCap, Inc.
(a)
(b)
See Appendix A-4.b.
(c)
(d)
(e)
(f)
A-31
C-132
APPENDIX A
Port Covington
(a)
City Garage
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,039,250 20% $2,007,850 70% $1,405,495 $2.248 $31,596
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $10,259,250 20% $2,051,850 70% $1,436,295 $2.248 $32,288
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $10,483,650 30% $3,145,095 70% $2,201,567 $2.248 $49,491
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $10,712,538 40% $4,285,015 70% $2,999,511 $2.248 $67,429
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $10,946,004 50% $5,473,002 70% $3,831,101 $2.248 $86,123
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $11,184,139 60% $6,710,483 70% $4,697,338 $2.248 $105,596
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $11,427,037 70% $7,998,926 70% $5,599,248 $2.248 $125,871
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $11,674,792 0% $0 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $11,927,503 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $12,185,268 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $12,448,189 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $12,716,367 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $12,989,910 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $13,268,923 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $13,553,516 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $13,843,802 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $14,139,893 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $14,441,906 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $14,749,959 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $15,064,173 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $15,384,671 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $15,711,580 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $16,045,026 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $16,385,142 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $16,732,060 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $17,085,916 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $17,446,849 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $17,815,001 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $18,190,516 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $18,573,542 0% $0 0% $0 $2.248 $0
Total $498,394
MuniCap, Inc.
(a)
(b)
See Appendix A-4.b.
(c)
(d)
(e)
(f)
A-32
C-133
APPENDIX A
Port Covington
(a)
E6 Apartments & Retail

Apartment Retail
Development Tax Bond Eligible Assessment(b) Brownfield Assessment Eligible City Eligible Assessment(b) Brownfield Assessment Eligible City
Year Year Year Inflation Original Assessable Tax For Brownfield Tax Rate Per Original Assessable Tax For Brownfield Tax Rate Per Brownfield
Ending Beginning Ending Factor A.V.(c) Based Value(d) Sub-total Credit %(e) Tax Credit $100 A.V.(f) Sub-total A.V.(c) Based Value(d) Sub-total Credit %(g) Tax Credit $100 A.V.(f) Sub-total Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($277,780) $0 0% $0 $2.248 $0 $0 ($15,885) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($283,336) $0 0% $0 $2.248 $0 $0 ($16,203) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($289,003) $0 0% $0 $2.248 $0 $0 ($16,527) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $53,368,417 ($294,783) $53,073,635 70% $37,151,544 $2.248 $835,167 $2,824,294 ($16,857) $2,807,437 20% $561,487 $2.248 $12,622 $847,789
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $61,240,259 ($294,783) $60,945,476 70% $42,661,833 $2.248 $959,038 $3,240,877 ($16,857) $3,224,020 20% $644,804 $2.248 $14,495 $973,533
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $69,405,627 ($294,783) $69,110,844 70% $48,377,591 $2.248 $1,087,528 $3,672,994 ($16,857) $3,656,137 20% $731,227 $2.248 $16,438 $1,103,966
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $70,793,739 ($294,783) $70,498,957 70% $49,349,270 $2.248 $1,109,372 $3,746,454 ($16,857) $3,729,597 20% $745,919 $2.248 $16,768 $1,126,140
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $72,209,614 ($294,783) $71,914,831 70% $50,340,382 $2.248 $1,131,652 $3,821,383 ($16,857) $3,804,526 20% $760,905 $2.248 $17,105 $1,148,757
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $73,653,806 ($294,783) $73,359,024 70% $51,351,317 $2.248 $1,154,378 $3,897,811 ($16,857) $3,880,954 30% $1,164,286 $2.248 $26,173 $1,180,551
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $75,126,882 ($294,783) $74,832,100 70% $52,382,470 $2.248 $1,177,558 $3,975,767 ($16,857) $3,958,910 40% $1,583,564 $2.248 $35,599 $1,213,156
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $76,629,420 ($294,783) $76,334,637 70% $53,434,246 $2.248 $1,201,202 $4,055,283 ($16,857) $4,038,425 50% $2,019,213 $2.248 $45,392 $1,246,594
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $78,162,008 ($294,783) $77,867,226 70% $54,507,058 $2.248 $1,225,319 $4,136,388 ($16,857) $4,119,531 60% $2,471,718 $2.248 $55,564 $1,280,883
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $79,725,249 ($294,783) $79,430,466 70% $55,601,326 $2.248 $1,249,918 $4,219,116 ($16,857) $4,202,259 70% $2,941,581 $2.248 $66,127 $1,316,045
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $81,319,754 ($294,783) $81,024,971 0% $0 $2.248 $0 $4,303,498 ($16,857) $4,286,641 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $82,946,149 ($294,783) $82,651,366 0% $0 $2.248 $0 $4,389,568 ($16,857) $4,372,711 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $84,605,072 ($294,783) $84,310,289 0% $0 $2.248 $0 $4,477,360 ($16,857) $4,460,502 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $86,297,173 ($294,783) $86,002,390 0% $0 $2.248 $0 $4,566,907 ($16,857) $4,550,049 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $88,023,117 ($294,783) $87,728,334 0% $0 $2.248 $0 $4,658,245 ($16,857) $4,641,388 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $89,783,579 ($294,783) $89,488,796 0% $0 $2.248 $0 $4,751,410 ($16,857) $4,734,552 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $91,579,250 ($294,783) $91,284,468 0% $0 $2.248 $0 $4,846,438 ($16,857) $4,829,581 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $93,410,835 ($294,783) $93,116,053 0% $0 $2.248 $0 $4,943,367 ($16,857) $4,926,509 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $95,279,052 ($294,783) $94,984,270 0% $0 $2.248 $0 $5,042,234 ($16,857) $5,025,377 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $97,184,633 ($294,783) $96,889,851 0% $0 $2.248 $0 $5,143,079 ($16,857) $5,126,221 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $99,128,326 ($294,783) $98,833,543 0% $0 $2.248 $0 $5,245,940 ($16,857) $5,229,083 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $101,110,892 ($294,783) $100,816,110 0% $0 $2.248 $0 $5,350,859 ($16,857) $5,334,002 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $103,133,110 ($294,783) $102,838,328 0% $0 $2.248 $0 $5,457,876 ($16,857) $5,441,019 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $105,195,772 ($294,783) $104,900,990 0% $0 $2.248 $0 $5,567,034 ($16,857) $5,550,177 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $107,299,688 ($294,783) $107,004,905 0% $0 $2.248 $0 $5,678,375 ($16,857) $5,661,517 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $109,445,682 ($294,783) $109,150,899 0% $0 $2.248 $0 $5,791,942 ($16,857) $5,775,085 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $111,634,595 ($294,783) $111,339,813 0% $0 $2.248 $0 $5,907,781 ($16,857) $5,890,924 0% $0 $2.248 $0 $0
Total $11,131,130 $306,283 $11,437,414

MuniCap, Inc.
(a)
(b)
The Brownfield Tax Credit is based on the eligible assessment, which is the difference between the Original Assessable Base value and the assessed value after improvements are made to properties in a designated Brownfield Zone. Source: Supervisor of Assessments for Baltimore City as appointed by the Maryland State Department of Assessments
and Taxation.
(c)
See Appendix A-3.c.
(d)
See Appendix A-4.a.
(e)
For properties in which more than $250,000 has been expended on eligible work, 70% of the eligible assessment of available in determining the Brownfield Tax Credit rather than 50%. Source: Baltimore Development Corporation. Assumes eligible work exceeds $250,000.
(f)
(g)
The Brownfield Tax Credit eligible percentage is the percentage of the assessment remaining after the Enterprise Zone Tax Credit. For example, if 80% of the assessment is eligible for the Enterprise Zone Tax Credit, the remaining 20% of the assessment is eligible for the Brownfield Tax Credit. Source: Baltimore Development Corporation.
A-33
C-134
APPENDIX A
Port Covington
Appendix A-4.c: Projected Property Tax Credits - Brownfield, continued(a)
E5B Apartments & Retail

Apartment Retail
(b) (b)
Development Tax Bond Eligible Assessment Brownfield Assessment Eligible City Eligible Assessment Brownfield Assessment Eligible City
Ending Beginning Ending Factor A.V.(c) Based Value(d) Sub-total Credit %(e)
Tax Credit $100 A.V.(f) Sub-total A.V.(c) Based Value(d) Sub-total Credit %(g)
Tax Credit $100 A.V.(f) Sub-total Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($143,248) $0 0% $0 $2.248 $0 $0 ($6,536) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($146,113) $0 0% $0 $2.248 $0 $0 ($6,667) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($149,035) $0 0% $0 $2.248 $0 $0 ($6,800) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $29,089,408 ($152,016) $28,937,392 70% $20,256,174 $2.248 $455,359 $1,030,907 ($6,936) $1,023,971 20% $204,794 $2.248 $4,604 $459,963
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $33,380,095 ($152,016) $33,228,080 70% $23,259,656 $2.248 $522,877 $1,182,966 ($6,936) $1,176,030 20% $235,206 $2.248 $5,287 $528,164
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $37,830,775 ($152,016) $37,678,759 70% $26,375,131 $2.248 $592,913 $1,340,695 ($6,936) $1,333,759 20% $266,752 $2.248 $5,997 $598,910
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $38,587,390 ($152,016) $38,435,375 70% $26,904,762 $2.248 $604,819 $1,367,509 ($6,936) $1,360,573 20% $272,115 $2.248 $6,117 $610,936
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $39,359,138 ($152,016) $39,207,122 70% $27,444,986 $2.248 $616,963 $1,394,859 ($6,936) $1,387,923 20% $277,585 $2.248 $6,240 $623,203
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $40,146,321 ($152,016) $39,994,305 70% $27,996,014 $2.248 $629,350 $1,422,756 ($6,936) $1,415,820 30% $424,746 $2.248 $9,548 $638,899
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $40,949,247 ($152,016) $40,797,232 70% $28,558,062 $2.248 $641,985 $1,451,212 ($6,936) $1,444,275 40% $577,710 $2.248 $12,987 $654,972
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $41,768,232 ($152,016) $41,616,216 70% $29,131,352 $2.248 $654,873 $1,480,236 ($6,936) $1,473,299 50% $736,650 $2.248 $16,560 $671,433
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $42,603,597 ($152,016) $42,451,581 70% $29,716,107 $2.248 $668,018 $1,509,840 ($6,936) $1,502,904 60% $901,743 $2.248 $20,271 $688,289
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $43,455,669 ($152,016) $43,303,653 70% $30,312,557 $2.248 $681,426 $1,540,037 ($6,936) $1,533,101 70% $1,073,171 $2.248 $24,125 $705,551
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $44,324,782 ($152,016) $44,172,766 0% $0 $2.248 $0 $1,570,838 ($6,936) $1,563,902 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $45,211,278 ($152,016) $45,059,262 0% $0 $2.248 $0 $1,602,255 ($6,936) $1,595,319 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $46,115,503 ($152,016) $45,963,488 0% $0 $2.248 $0 $1,634,300 ($6,936) $1,627,364 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $47,037,813 ($152,016) $46,885,798 0% $0 $2.248 $0 $1,666,986 ($6,936) $1,660,050 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $47,978,570 ($152,016) $47,826,554 0% $0 $2.248 $0 $1,700,326 ($6,936) $1,693,389 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $48,938,141 ($152,016) $48,786,125 0% $0 $2.248 $0 $1,734,332 ($6,936) $1,727,396 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $49,916,904 ($152,016) $49,764,888 0% $0 $2.248 $0 $1,769,019 ($6,936) $1,762,082 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $50,915,242 ($152,016) $50,763,226 0% $0 $2.248 $0 $1,804,399 ($6,936) $1,797,463 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $51,933,547 ($152,016) $51,781,531 0% $0 $2.248 $0 $1,840,487 ($6,936) $1,833,551 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $52,972,218 ($152,016) $52,820,202 0% $0 $2.248 $0 $1,877,297 ($6,936) $1,870,361 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $54,031,662 ($152,016) $53,879,646 0% $0 $2.248 $0 $1,914,843 ($6,936) $1,907,907 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $55,112,295 ($152,016) $54,960,280 0% $0 $2.248 $0 $1,953,140 ($6,936) $1,946,203 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $56,214,541 ($152,016) $56,062,526 0% $0 $2.248 $0 $1,992,202 ($6,936) $1,985,266 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $57,338,832 ($152,016) $57,186,816 0% $0 $2.248 $0 $2,032,046 ($6,936) $2,025,110 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $58,485,609 ($152,016) $58,333,593 0% $0 $2.248 $0 $2,072,687 ($6,936) $2,065,751 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $59,655,321 ($152,016) $59,503,305 0% $0 $2.248 $0 $2,114,141 ($6,936) $2,107,205 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $60,848,427 ($152,016) $60,696,412 0% $0 $2.248 $0 $2,156,424 ($6,936) $2,149,488 0% $0 $2.248 $0 $0
Total $6,068,584 $111,736 $6,180,320

MuniCap, Inc.
(a)
(b)
The Brownfield Tax Credit is based on the eligible assessment, which is the difference between the Original Assessable Base value and the assessed value after improvements are made to properties in a designated Brownfield Zone. Source: Supervisor of Assessments for Baltimore City as appointed by the Maryland State Department of Assessments and
Taxation.
(c)
See Appendix A-3.c.
(d)
See Appendix A-4.a.
(e)
(f)
(g)
A-34
C-135
APPENDIX A
Port Covington
E5A Office & Retail

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $52,513,538 20% $10,502,708 70% $7,351,895 $2.248 $165,271
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $60,299,699 20% $12,059,940 70% $8,441,958 $2.248 $189,775
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $68,376,192 20% $13,675,238 70% $9,572,667 $2.248 $215,194
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $69,749,196 20% $13,949,839 70% $9,764,887 $2.248 $219,515
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $71,149,659 20% $14,229,932 70% $9,960,952 $2.248 $223,922
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $72,578,132 30% $21,773,440 70% $15,241,408 $2.248 $342,627
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $74,035,175 40% $29,614,070 70% $20,729,849 $2.248 $466,007
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $75,521,358 50% $37,760,679 70% $26,432,475 $2.248 $594,202
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $77,037,266 60% $46,222,359 70% $32,355,652 $2.248 $727,355
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $78,583,491 70% $55,008,444 70% $38,505,910 $2.248 $865,613
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $80,160,641 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $81,769,333 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $83,410,200 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $85,083,884 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $86,791,041 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $88,532,342 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $90,308,469 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $92,120,118 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $93,968,000 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $95,852,840 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $97,775,377 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $99,736,365 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $101,736,572 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $103,776,783 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $105,857,799 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $107,980,435 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $110,145,523 0% $0 0% $0 $2.248 $0
Total $4,009,480
MuniCap, Inc.
(a)
(b)
See Appendix A-4.b.
(c)
(d)
(e)
(f)
A-35
C-136
APPENDIX A
Port Covington
(a)
E7 Office & Retail

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $62,657,229 20% $12,531,446 70% $8,772,012 $2.248 $197,195
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $71,940,260 20% $14,388,052 70% $10,071,636 $2.248 $226,410
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $81,569,438 20% $16,313,888 70% $11,419,721 $2.248 $256,715
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $83,206,398 20% $16,641,280 70% $11,648,896 $2.248 $261,867
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $84,876,098 20% $16,975,220 70% $11,882,654 $2.248 $267,122
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $86,579,191 30% $25,973,757 70% $18,181,630 $2.248 $408,723
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $88,316,346 40% $35,326,539 70% $24,728,577 $2.248 $555,898
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $90,088,245 50% $45,044,122 70% $31,530,886 $2.248 $708,814
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $91,895,581 60% $55,137,349 70% $38,596,144 $2.248 $867,641
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $93,739,064 70% $65,617,345 70% $45,932,142 $2.248 $1,032,555
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $95,619,417 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $97,537,377 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $99,493,696 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $101,489,141 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $103,524,496 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $105,600,557 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $107,718,140 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $109,878,074 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $112,081,207 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $114,328,403 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $116,620,542 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $118,958,525 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $121,343,267 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $123,775,703 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $126,256,789 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $128,787,496 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $131,368,818 0% $0 0% $0 $2.248 $0
Total $4,782,941
MuniCap, Inc.
(a)
(b)
See Appendix A-4.b.
(c)
(d)
(e)
(f)
A-36
C-137
APPENDIX A
Port Covington
E1 Apartments, Retail & Parking

Apartment Retail
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($188,984) $0 0% $0 $2.248 $0 $0 ($439,047) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 102.0% $0 ($192,764) $0 0% $0 $2.248 $0 $0 ($447,828) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 104.0% $0 ($196,619) $0 0% $0 $2.248 $0 $0 ($456,784) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 106.1% $36,093,343 ($200,551) $35,892,791 70% $25,124,954 $2.248 $564,809 $27,668,089 ($465,920) $27,202,169 20% $5,440,434 $2.248 $122,301 $687,110
31-Dec-23 1-Jul-24 1-Sep-25 108.2% $41,417,111 ($200,551) $41,216,559 70% $28,851,592 $2.248 $648,584 $31,749,132 ($465,920) $31,283,212 20% $6,256,642 $2.248 $140,649 $789,233
31-Dec-24 1-Jul-25 1-Sep-26 110.4% $46,939,392 ($200,551) $46,738,841 70% $32,717,189 $2.248 $735,482 $35,982,349 ($465,920) $35,516,429 20% $7,103,286 $2.248 $159,682 $895,164
31-Dec-25 1-Jul-26 1-Sep-27 112.6% $47,878,180 ($200,551) $47,677,629 70% $33,374,340 $2.248 $750,255 $36,701,996 ($465,920) $36,236,076 20% $7,247,215 $2.248 $162,917 $913,173
31-Dec-26 1-Jul-27 1-Sep-28 114.9% $48,835,744 ($200,551) $48,635,192 70% $34,044,635 $2.248 $765,323 $37,436,036 ($465,920) $36,970,116 20% $7,394,023 $2.248 $166,218 $931,541
31-Dec-27 1-Jul-28 1-Sep-29 117.2% $49,812,459 ($200,551) $49,611,907 70% $34,728,335 $2.248 $780,693 $38,184,757 ($465,920) $37,718,837 30% $11,315,651 $2.248 $254,376 $1,035,069
31-Dec-28 1-Jul-29 1-Sep-30 119.5% $50,808,708 ($200,551) $50,608,156 70% $35,425,710 $2.248 $796,370 $38,948,452 ($465,920) $38,482,532 40% $15,393,013 $2.248 $346,035 $1,142,405
31-Dec-29 1-Jul-30 1-Sep-31 121.9% $51,824,882 ($200,551) $51,624,331 70% $36,137,031 $2.248 $812,360 $39,727,421 ($465,920) $39,261,501 50% $19,630,751 $2.248 $441,299 $1,253,660
31-Dec-30 1-Jul-31 1-Sep-32 124.3% $52,861,380 ($200,551) $52,660,828 70% $36,862,580 $2.248 $828,671 $40,521,970 ($465,920) $40,056,050 60% $24,033,630 $2.248 $540,276 $1,368,947
31-Dec-31 1-Jul-32 1-Sep-33 126.8% $53,918,607 ($200,551) $53,718,056 70% $37,602,639 $2.248 $845,307 $41,332,409 ($465,920) $40,866,489 70% $28,606,542 $2.248 $643,075 $1,488,382
31-Dec-32 1-Jul-33 1-Sep-34 129.4% $54,996,979 ($200,551) $54,796,428 0% $0 $2.248 $0 $42,159,057 ($465,920) $41,693,137 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 131.9% $56,096,919 ($200,551) $55,896,368 0% $0 $2.248 $0 $43,002,238 ($465,920) $42,536,318 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 134.6% $57,218,857 ($200,551) $57,018,306 0% $0 $2.248 $0 $43,862,283 ($465,920) $43,396,363 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 137.3% $58,363,235 ($200,551) $58,162,683 0% $0 $2.248 $0 $44,739,529 ($465,920) $44,273,609 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 140.0% $59,530,499 ($200,551) $59,329,948 0% $0 $2.248 $0 $45,634,319 ($465,920) $45,168,399 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 142.8% $60,721,109 ($200,551) $60,520,558 0% $0 $2.248 $0 $46,547,006 ($465,920) $46,081,086 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 145.7% $61,935,531 ($200,551) $61,734,980 0% $0 $2.248 $0 $47,477,946 ($465,920) $47,012,026 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 148.6% $63,174,242 ($200,551) $62,973,691 0% $0 $2.248 $0 $48,427,505 ($465,920) $47,961,585 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 151.6% $64,437,727 ($200,551) $64,237,175 0% $0 $2.248 $0 $49,396,055 ($465,920) $48,930,135 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 154.6% $65,726,481 ($200,551) $65,525,930 0% $0 $2.248 $0 $50,383,976 ($465,920) $49,918,056 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 157.7% $67,041,011 ($200,551) $66,840,460 0% $0 $2.248 $0 $51,391,656 ($465,920) $50,925,735 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 160.8% $68,381,831 ($200,551) $68,181,280 0% $0 $2.248 $0 $52,419,489 ($465,920) $51,953,569 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 164.1% $69,749,468 ($200,551) $69,548,916 0% $0 $2.248 $0 $53,467,878 ($465,920) $53,001,958 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 167.3% $71,144,457 ($200,551) $70,943,906 0% $0 $2.248 $0 $54,537,236 ($465,920) $54,071,316 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 170.7% $72,567,346 ($200,551) $72,366,795 0% $0 $2.248 $0 $55,627,981 ($465,920) $55,162,061 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 174.1% $74,018,693 ($200,551) $73,818,142 0% $0 $2.248 $0 $56,740,540 ($465,920) $56,274,620 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 177.6% $75,499,067 ($200,551) $75,298,516 0% $0 $2.248 $0 $57,875,351 ($465,920) $57,409,431 0% $0 $2.248 $0 $0
Total $7,527,855 $2,976,828 $10,504,683

MuniCap, Inc.
(a)
For eligible properties located within an Enterprise Zone, the Brownfield Tax Credit is available for a period of ten years rather than five years. Source: Baltimore Development Corporation.
(b)
and Taxation.
(c)
See Appendix A-3.c.
(d)
See Appendix A-4.a.
(e)
For properties in which more than $250,000 has been expended on eligible work, 70% of the eligible amount of available in determining the Brownfield Tax Credit rather than 50%. Source: Baltimore Development Corporation. Assumes eligible work exceeds $250,000.
(f)
(g)
For properties receiving the Enterprise Zone Tax Credit, the remaining percentage not available for the Enterprise Zone Tax Credit is available for purposes of determining the Brownfield Tax Credit. For example, 80% is eligible for the Enterprise Zone Tax Credit, while the remaining 20% is eligible for the Brownfield Tax Credit. Source:
Baltimore Development Corporation.
A-37
C-138
APPENDIX A
Port Covington
Tax Bond Brownfield Tax Credits(a)

1-Jul-20 1-Sep-21 $100,220 $33,379 $31,596 $0 $0 $0 $0 $0 $165,195
1-Jul-21 1-Sep-22 $102,841 $34,067 $32,288 $0 $0 $0 $0 $0 $169,196
1-Jul-22 1-Sep-23 $158,272 $34,769 $49,491 $0 $0 $0 $0 $0 $242,532
1-Jul-23 1-Sep-24 $216,483 $53,227 $67,429 $847,789 $459,963 $165,271 $197,195 $687,110 $2,694,466
1-Jul-24 1-Sep-25 $277,557 $72,430 $86,123 $973,533 $528,164 $189,775 $226,410 $789,233 $3,143,226
1-Jul-25 1-Sep-26 $341,580 $92,399 $105,596 $1,103,966 $598,910 $215,194 $256,715 $895,164 $3,609,523
1-Jul-26 1-Sep-27 $408,638 $113,157 $125,871 $1,126,140 $610,936 $219,515 $261,867 $913,173 $3,779,297
1-Jul-27 1-Sep-28 $0 $134,728 $0 $1,148,757 $623,203 $223,922 $267,122 $931,541 $3,329,274
1-Jul-28 1-Sep-29 $0 $0 $0 $1,180,551 $638,899 $342,627 $408,723 $1,035,069 $3,605,868
1-Jul-29 1-Sep-30 $0 $0 $0 $1,213,156 $654,972 $466,007 $555,898 $1,142,405 $4,032,439
1-Jul-30 1-Sep-31 $0 $0 $0 $1,246,594 $671,433 $594,202 $708,814 $1,253,660 $4,474,703
1-Jul-31 1-Sep-32 $0 $0 $0 $1,280,883 $688,289 $727,355 $867,641 $1,368,947 $4,933,115
1-Jul-32 1-Sep-33 $0 $0 $0 $1,316,045 $705,551 $865,613 $1,032,555 $1,488,382 $5,408,146
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $1,605,590 $568,156 $498,394 $11,437,414 $6,180,320 $4,009,480 $4,782,941 $10,504,683 $39,586,978
MuniCap, Inc.
(a)
See Appendix A-4.c.
A-38
C-139
APPENDIX A
Port Covington
Appendix A-4.d: Projected Property Tax Credits - Total
Tax Bond
Year Year Property Tax Credits
Beginning Ending Enterprise Zone(a) Brownfield(b) Total
1-Jul-20 1-Sep-21 $943,969 $165,195 $1,109,164
1-Jul-21 1-Sep-22 $966,834 $169,196 $1,136,031
1-Jul-22 1-Sep-23 $891,222 $242,532 $1,133,754
1-Jul-23 1-Sep-24 $3,415,144 $2,694,466 $6,109,610
1-Jul-24 1-Sep-25 $3,694,680 $3,143,226 $6,837,906
1-Jul-25 1-Sep-26 $3,982,968 $3,609,523 $7,592,491
1-Jul-26 1-Sep-27 $3,928,984 $3,779,297 $7,708,280
1-Jul-27 1-Sep-28 $3,646,705 $3,329,274 $6,975,979
1-Jul-28 1-Sep-29 $3,181,393 $3,605,868 $6,787,261
1-Jul-29 1-Sep-30 $2,781,728 $4,032,439 $6,814,167
1-Jul-30 1-Sep-31 $2,364,703 $4,474,703 $6,839,406
1-Jul-31 1-Sep-32 $1,929,785 $4,933,115 $6,862,900
1-Jul-32 1-Sep-33 $1,476,426 $5,408,146 $6,884,572
1-Jul-33 1-Sep-34 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0
Total $33,204,543 $39,586,978 $72,791,521

MuniCap, Inc.
(a)
See Appendix A-4.b.
(b)
See Appendix A-4.c.
A-39
C-140
APPENDIX A
Port Covington
PROJECTED TAX INCREMENT REVENUES

AVAILABLE FOR DEBT SERVICE
C-141
APPENDIX A
Port Covington
Appendix A-5.a: Projected Tax Increment Revenues Available for Debt Service - Including All Tax Credits
Tax Bond Estimated City City Tax Increment Tax Increment Revenue
Year Year Total Original Assessable Incremental Tax Rate Total Tax Total Sub-total Tax Collection Revenues after Available for Debt Service
Beginning Ending Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.)(c) Increment Revenues Tax Credits(d) Increment Revenues Rate(e) City Collection Percentage(f) Total
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-21 1-Sep-22 $170,207,117 ($90,796,494) $79,410,623 $2.248 $1,785,151 ($1,136,031) $649,120 94% $610,173 100% $610,173
1-Jul-22 1-Sep-23 $173,611,260 ($90,796,494) $82,814,766 $2.248 $1,861,676 ($1,133,754) $727,922 94% $684,247 100% $684,247
1-Jul-23 1-Sep-24 $442,881,281 ($90,796,494) $352,084,787 $2.248 $7,914,866 ($6,109,610) $1,805,256 94% $1,696,941 100% $1,696,941
1-Jul-24 1-Sep-25 $485,628,125 ($90,796,494) $394,831,631 $2.248 $8,875,815 ($6,837,906) $2,037,909 94% $1,915,634 100% $1,915,634
1-Jul-25 1-Sep-26 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 ($7,592,491) $2,278,729 94% $2,142,005 100% $2,142,005
1-Jul-26 1-Sep-27 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 ($7,708,280) $2,401,186 94% $2,257,115 100% $2,257,115
1-Jul-27 1-Sep-28 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 ($6,975,979) $3,376,498 94% $3,173,908 100% $3,173,908
1-Jul-28 1-Sep-29 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 ($6,787,261) $3,813,088 94% $3,584,303 100% $3,584,303
1-Jul-29 1-Sep-30 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 ($6,814,167) $4,039,012 94% $3,796,671 100% $3,796,671
1-Jul-30 1-Sep-31 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 ($6,839,406) $4,271,659 94% $4,015,359 100% $4,015,359
1-Jul-31 1-Sep-32 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 ($6,862,900) $4,511,207 94% $4,240,535 100% $4,240,535
1-Jul-32 1-Sep-33 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 ($6,884,572) $4,757,840 94% $4,472,370 100% $4,472,370
1-Jul-33 1-Sep-34 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 $0 $11,916,082 94% $11,201,117 100% $11,201,117
1-Jul-34 1-Sep-35 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 $0 $12,195,226 94% $11,463,512 100% $11,463,512
1-Jul-35 1-Sep-36 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 $0 $12,479,952 94% $11,731,155 100% $11,731,155
1-Jul-36 1-Sep-37 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 $0 $12,770,374 94% $12,004,151 100% $12,004,151
1-Jul-37 1-Sep-38 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 $0 $13,066,603 94% $12,282,607 100% $12,282,607
1-Jul-38 1-Sep-39 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 $0 $13,368,757 94% $12,566,632 100% $12,566,632
1-Jul-39 1-Sep-40 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 $0 $13,676,955 94% $12,856,337 100% $12,856,337
1-Jul-40 1-Sep-41 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 $0 $13,991,316 94% $13,151,837 100% $13,151,837
1-Jul-41 1-Sep-42 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 $0 $14,311,964 94% $13,453,246 100% $13,453,246
1-Jul-42 1-Sep-43 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 $0 $14,639,026 94% $13,760,684 100% $13,760,684
1-Jul-43 1-Sep-44 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 $0 $14,972,628 94% $14,074,270 100% $14,074,270
1-Jul-44 1-Sep-45 $771,975,445 ($90,796,494) $681,178,951 $2.248 $15,312,903 $0 $15,312,903 94% $14,394,129 100% $14,394,129
1-Jul-45 1-Sep-46 $787,414,954 ($90,796,494) $696,618,460 $2.248 $15,659,983 $0 $15,659,983 94% $14,720,384 100% $14,720,384
1-Jul-46 1-Sep-47 $803,163,253 ($90,796,494) $712,366,759 $2.248 $16,014,005 $0 $16,014,005 94% $15,053,164 100% $15,053,164
1-Jul-47 1-Sep-48 $819,226,518 ($90,796,494) $728,430,024 $2.248 $16,375,107 $0 $16,375,107 94% $15,392,601 100% $15,392,601
1-Jul-48 1-Sep-49 $835,611,048 ($90,796,494) $744,814,554 $2.248 $16,743,431 $0 $16,743,431 94% $15,738,825 100% $15,738,825
1-Jul-49 1-Sep-50 $852,323,269 ($90,796,494) $761,526,775 $2.248 $17,119,122 $0 $17,119,122 94% $16,091,975 100% $16,091,975
Total $352,675,341 ($72,791,521) $279,883,820 $263,090,791 $263,090,791

MuniCap, Inc.
(a)
See Appendix A-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendix A-4.d.
(e)
(f)
Assumes 100% of incremental tax revenues are available for repayment of debt service.
A-40
C-142
APPENDIX A
Port Covington
Appendix A-5.b: Projected Tax Increment Revenue Available for Debt Service - Including Existing Tax Credits
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-21 1-Sep-22 $170,207,117 ($90,796,494) $79,410,623 $2.248 $1,785,151 ($1,136,031) $649,120 94% $610,173 100% $610,173
1-Jul-22 1-Sep-23 $173,611,260 ($90,796,494) $82,814,766 $2.248 $1,861,676 ($1,133,754) $727,922 94% $684,247 100% $684,247
1-Jul-23 1-Sep-24 $442,881,281 ($90,796,494) $352,084,787 $2.248 $7,914,866 ($1,122,944) $6,791,922 94% $6,384,407 100% $6,384,407
1-Jul-24 1-Sep-25 $485,628,125 ($90,796,494) $394,831,631 $2.248 $8,875,815 ($1,110,859) $7,764,956 94% $7,299,059 100% $7,299,059
1-Jul-25 1-Sep-26 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 ($1,097,454) $8,773,766 94% $8,247,340 100% $8,247,340
1-Jul-26 1-Sep-27 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 ($1,082,685) $9,026,781 94% $8,485,174 100% $8,485,174
1-Jul-27 1-Sep-28 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 ($217,215) $10,135,263 94% $9,527,147 100% $9,527,147
1-Jul-28 1-Sep-29 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 $0 $10,600,349 94% $9,964,328 100% $9,964,328
1-Jul-29 1-Sep-30 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 $0 $10,853,178 94% $10,201,988 100% $10,201,988
1-Jul-30 1-Sep-31 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 $0 $11,111,064 94% $10,444,400 100% $10,444,400
1-Jul-31 1-Sep-32 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 $0 $11,374,107 94% $10,691,661 100% $10,691,661
1-Jul-32 1-Sep-33 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 $0 $11,642,412 94% $10,943,867 100% $10,943,867
1-Jul-33 1-Sep-34 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 $0 $11,916,082 94% $11,201,117 100% $11,201,117
1-Jul-34 1-Sep-35 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 $0 $12,195,226 94% $11,463,512 100% $11,463,512
1-Jul-35 1-Sep-36 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 $0 $12,479,952 94% $11,731,155 100% $11,731,155
1-Jul-36 1-Sep-37 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 $0 $12,770,374 94% $12,004,151 100% $12,004,151
1-Jul-37 1-Sep-38 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 $0 $13,066,603 94% $12,282,607 100% $12,282,607
1-Jul-38 1-Sep-39 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 $0 $13,368,757 94% $12,566,632 100% $12,566,632
1-Jul-39 1-Sep-40 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 $0 $13,676,955 94% $12,856,337 100% $12,856,337
1-Jul-40 1-Sep-41 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 $0 $13,991,316 94% $13,151,837 100% $13,151,837
1-Jul-41 1-Sep-42 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 $0 $14,311,964 94% $13,453,246 100% $13,453,246
1-Jul-42 1-Sep-43 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 $0 $14,639,026 94% $13,760,684 100% $13,760,684
1-Jul-43 1-Sep-44 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 $0 $14,972,628 94% $14,074,270 100% $14,074,270
1-Jul-44 1-Sep-45 $771,975,445 ($90,796,494) $681,178,951 $2.248 $15,312,903 $0 $15,312,903 94% $14,394,129 100% $14,394,129
1-Jul-45 1-Sep-46 $787,414,954 ($90,796,494) $696,618,460 $2.248 $15,659,983 $0 $15,659,983 94% $14,720,384 100% $14,720,384
1-Jul-46 1-Sep-47 $803,163,253 ($90,796,494) $712,366,759 $2.248 $16,014,005 $0 $16,014,005 94% $15,053,164 100% $15,053,164
1-Jul-47 1-Sep-48 $819,226,518 ($90,796,494) $728,430,024 $2.248 $16,375,107 $0 $16,375,107 94% $15,392,601 100% $15,392,601
1-Jul-48 1-Sep-49 $835,611,048 ($90,796,494) $744,814,554 $2.248 $16,743,431 $0 $16,743,431 94% $15,738,825 100% $15,738,825
1-Jul-49 1-Sep-50 $852,323,269 ($90,796,494) $761,526,775 $2.248 $17,119,122 $0 $17,119,122 94% $16,091,975 100% $16,091,975
Total $352,675,341 ($8,010,106) $344,665,235 $323,985,321 $323,985,321

MuniCap, Inc.
(a)
See Appendix A-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendices A-4.b and A-4.c. Includes tax credits on Under Armour Building 37, Rye Street Tavern, Sagamore Spirit Distillery and City Garage.
(e)
(f)
A-41
C-143
APPENDIX A
Port Covington
Appendix A-5.c Projected Tax Increment Revenue Available for Debt Service - Excluding Tax Credits
Year Year Total Original Assessable Incremental Tax Rate Total Tax Collection Revenues after Available for Debt Service
Beginning Ending Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.)(c) Increment Revenues Rate(d) City Collection Percentage(e) Total
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519 100% $1,607,519
1-Jul-21 1-Sep-22 $170,207,117 ($90,796,494) $79,410,623 $2.248 $1,785,151 94% $1,678,042 100% $1,678,042
1-Jul-22 1-Sep-23 $173,611,260 ($90,796,494) $82,814,766 $2.248 $1,861,676 94% $1,749,975 100% $1,749,975
1-Jul-23 1-Sep-24 $442,881,281 ($90,796,494) $352,084,787 $2.248 $7,914,866 94% $7,439,974 100% $7,439,974
1-Jul-24 1-Sep-25 $485,628,125 ($90,796,494) $394,831,631 $2.248 $8,875,815 94% $8,343,266 100% $8,343,266
1-Jul-25 1-Sep-26 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 94% $9,278,947 100% $9,278,947
1-Jul-26 1-Sep-27 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 94% $9,502,898 100% $9,502,898
1-Jul-27 1-Sep-28 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 94% $9,731,329 100% $9,731,329
1-Jul-28 1-Sep-29 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 94% $9,964,328 100% $9,964,328
1-Jul-29 1-Sep-30 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 94% $10,201,988 100% $10,201,988
1-Jul-30 1-Sep-31 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 94% $10,444,400 100% $10,444,400
1-Jul-31 1-Sep-32 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 94% $10,691,661 100% $10,691,661
1-Jul-32 1-Sep-33 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 94% $10,943,867 100% $10,943,867
1-Jul-33 1-Sep-34 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 94% $11,201,117 100% $11,201,117
1-Jul-34 1-Sep-35 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 94% $11,463,512 100% $11,463,512
1-Jul-35 1-Sep-36 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 94% $11,731,155 100% $11,731,155
1-Jul-36 1-Sep-37 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 94% $12,004,151 100% $12,004,151
1-Jul-37 1-Sep-38 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 94% $12,282,607 100% $12,282,607
1-Jul-38 1-Sep-39 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 94% $12,566,632 100% $12,566,632
1-Jul-39 1-Sep-40 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 94% $12,856,337 100% $12,856,337
1-Jul-40 1-Sep-41 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 94% $13,151,837 100% $13,151,837
1-Jul-41 1-Sep-42 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 94% $13,453,246 100% $13,453,246
1-Jul-42 1-Sep-43 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 94% $13,760,684 100% $13,760,684
1-Jul-43 1-Sep-44 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 94% $14,074,270 100% $14,074,270
1-Jul-44 1-Sep-45 $771,975,445 ($90,796,494) $681,178,951 $2.248 $15,312,903 94% $14,394,129 100% $14,394,129
1-Jul-45 1-Sep-46 $787,414,954 ($90,796,494) $696,618,460 $2.248 $15,659,983 94% $14,720,384 100% $14,720,384
1-Jul-46 1-Sep-47 $803,163,253 ($90,796,494) $712,366,759 $2.248 $16,014,005 94% $15,053,164 100% $15,053,164
1-Jul-47 1-Sep-48 $819,226,518 ($90,796,494) $728,430,024 $2.248 $16,375,107 94% $15,392,601 100% $15,392,601
1-Jul-48 1-Sep-49 $835,611,048 ($90,796,494) $744,814,554 $2.248 $16,743,431 94% $15,738,825 100% $15,738,825
1-Jul-49 1-Sep-50 $852,323,269 ($90,796,494) $761,526,775 $2.248 $17,119,122 94% $16,091,975 100% $16,091,975
Total $352,675,341 $331,514,821 $331,514,821

MuniCap, Inc.
(a)
See Appendix A-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
(e)
A-42
C-144
APPENDIX A
Port Covington
PROJECTED PAYMENT OF DEBT SERVICE

AND DEBT SERVICE COVERAGE
C-145
APPENDIX A
Port Covington
Appendix A-6.a: Projected Payment of Debt Service and Debt Service Coverage - Including All Tax Credits

Year Year Net Annual Tax Increment After Required City Surplus/(Deficit) Tax Increment Pledged
Beginning Ending Debt Service(a) Revenue(b) Debt Service Special Tax(c) Annual Cumulative Revenues Revenues
1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 $0 $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $610,173 $0 $0 $0 $0 100% 100%
1-Jul-22 1-Sep-23 $684,247 $684,247 ($0) $0 $0 $0 100% 100%
1-Jul-23 1-Sep-24 $6,784,171 $1,696,941 ($5,087,230) $5,087,230 $0 $0 25% 100%
1-Jul-24 1-Sep-25 $6,911,480 $1,915,634 ($4,995,846) $4,995,846 $0 $0 28% 100%
1-Jul-25 1-Sep-26 $7,053,243 $2,142,005 ($4,911,238) $4,911,238 $0 $0 30% 100%
1-Jul-26 1-Sep-27 $7,188,806 $2,257,115 ($4,931,691) $4,931,691 $0 $0 31% 100%
1-Jul-27 1-Sep-28 $7,333,169 $3,173,908 ($4,159,261) $4,159,261 $0 $0 43% 100%
1-Jul-28 1-Sep-29 $7,480,842 $3,584,303 ($3,896,540) $3,896,540 $0 $0 48% 100%
1-Jul-29 1-Sep-30 $7,631,499 $3,796,671 ($3,834,828) $3,834,828 $0 $0 50% 100%
1-Jul-30 1-Sep-31 $7,779,812 $4,015,359 ($3,764,453) $3,764,453 $0 $0 52% 100%
1-Jul-31 1-Sep-32 $7,934,993 $4,240,535 ($3,694,459) $3,694,459 $0 $0 53% 100%
1-Jul-32 1-Sep-33 $8,089,536 $4,472,370 ($3,617,167) $3,617,167 $0 $0 55% 100%
1-Jul-33 1-Sep-34 $8,253,039 $11,201,117 $2,948,078 $0 $2,948,078 $2,948,078 136% 136%
1-Jul-34 1-Sep-35 $8,419,698 $11,463,512 $3,043,814 $0 $3,043,814 $5,991,892 136% 136%
1-Jul-35 1-Sep-36 $8,583,911 $11,731,155 $3,147,244 $0 $3,147,244 $9,139,136 137% 137%
1-Jul-36 1-Sep-37 $8,755,276 $12,004,151 $3,248,876 $0 $3,248,876 $12,388,011 137% 137%
1-Jul-37 1-Sep-38 $8,927,988 $12,282,607 $3,354,619 $0 $3,354,619 $15,742,630 138% 138%
1-Jul-38 1-Sep-39 $9,106,446 $12,566,632 $3,460,185 $0 $3,460,185 $19,202,816 138% 138%
1-Jul-39 1-Sep-40 $9,284,846 $12,856,337 $3,571,491 $0 $3,571,491 $22,774,307 138% 138%
1-Jul-40 1-Sep-41 $9,472,585 $13,151,837 $3,679,251 $0 $3,679,251 $26,453,558 139% 139%
1-Jul-41 1-Sep-42 $9,658,659 $13,453,246 $3,794,587 $0 $3,794,587 $30,248,145 139% 139%
1-Jul-42 1-Sep-43 $9,847,464 $13,760,684 $3,913,220 $0 $3,913,220 $34,161,365 140% 140%
1-Jul-43 1-Sep-44 $10,048,198 $14,074,270 $4,026,072 $0 $4,026,072 $38,187,437 140% 140%
1-Jul-44 1-Sep-45 $10,244,654 $14,394,129 $4,149,475 $0 $4,149,475 $42,336,912 141% 141%
1-Jul-45 1-Sep-46 $10,446,230 $14,720,384 $4,274,154 $0 $4,274,154 $46,611,066 141% 141%
1-Jul-46 1-Sep-47 $10,651,922 $15,053,164 $4,401,243 $0 $4,401,243 $51,012,308 141% 141%
1-Jul-47 1-Sep-48 $10,865,724 $15,392,601 $4,526,877 $0 $4,526,877 $55,539,185 142% 142%
1-Jul-48 1-Sep-49 $11,081,431 $15,738,825 $4,657,395 $0 $4,657,395 $60,196,580 142% 142%
1-Jul-49 1-Sep-50 $689,187 $16,091,975 $15,402,788 $0 $15,402,788 $75,599,368 2335% 2335%
Total $230,384,134 $263,090,791 $32,706,656 $42,892,711 $75,599,368

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix A-5.a.
(c)
Special taxes partly cover the Enterprise Zone and Brownfield Tax Credits, as it is not possible to fully utilize both property tax credits and tax increment financing.
A-43
C-146
APPENDIX A
Port Covington
Appendix A-6.b: Projected Payment of Debt Service and Debt Service Coverage - Including Existing Tax Credits

1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 $0 $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $610,173 $0 $0 $0 $0 100% 100%
1-Jul-22 1-Sep-23 $684,247 $684,247 ($0) $0 $0 $0 100% 100%
1-Jul-23 1-Sep-24 $6,784,171 $6,384,407 ($399,764) $399,764 $0 $0 94% 100%
1-Jul-24 1-Sep-25 $6,911,480 $7,299,059 $387,579 $0 $387,579 $387,579 106% 106%
1-Jul-25 1-Sep-26 $7,053,243 $8,247,340 $1,194,097 $0 $1,194,097 $1,581,676 117% 117%
1-Jul-26 1-Sep-27 $7,188,806 $8,485,174 $1,296,368 $0 $1,296,368 $2,878,044 118% 118%
1-Jul-27 1-Sep-28 $7,333,169 $9,527,147 $2,193,978 $0 $2,193,978 $5,072,022 130% 130%
1-Jul-28 1-Sep-29 $7,480,842 $9,964,328 $2,483,486 $0 $2,483,486 $7,555,508 133% 133%
1-Jul-29 1-Sep-30 $7,631,499 $10,201,988 $2,570,489 $0 $2,570,489 $10,125,997 134% 134%
1-Jul-30 1-Sep-31 $7,779,812 $10,444,400 $2,664,588 $0 $2,664,588 $12,790,585 134% 134%
1-Jul-31 1-Sep-32 $7,934,993 $10,691,661 $2,756,668 $0 $2,756,668 $15,547,253 135% 135%
1-Jul-32 1-Sep-33 $8,089,536 $10,943,867 $2,854,331 $0 $2,854,331 $18,401,583 135% 135%
1-Jul-33 1-Sep-34 $8,253,039 $11,201,117 $2,948,078 $0 $2,948,078 $21,349,661 136% 136%
1-Jul-34 1-Sep-35 $8,419,698 $11,463,512 $3,043,814 $0 $3,043,814 $24,393,475 136% 136%
1-Jul-35 1-Sep-36 $8,583,911 $11,731,155 $3,147,244 $0 $3,147,244 $27,540,719 137% 137%
1-Jul-36 1-Sep-37 $8,755,276 $12,004,151 $3,248,876 $0 $3,248,876 $30,789,595 137% 137%
1-Jul-37 1-Sep-38 $8,927,988 $12,282,607 $3,354,619 $0 $3,354,619 $34,144,214 138% 138%
1-Jul-38 1-Sep-39 $9,106,446 $12,566,632 $3,460,185 $0 $3,460,185 $37,604,399 138% 138%
1-Jul-39 1-Sep-40 $9,284,846 $12,856,337 $3,571,491 $0 $3,571,491 $41,175,890 138% 138%
1-Jul-40 1-Sep-41 $9,472,585 $13,151,837 $3,679,251 $0 $3,679,251 $44,855,141 139% 139%
1-Jul-41 1-Sep-42 $9,658,659 $13,453,246 $3,794,587 $0 $3,794,587 $48,649,729 139% 139%
1-Jul-42 1-Sep-43 $9,847,464 $13,760,684 $3,913,220 $0 $3,913,220 $52,562,948 140% 140%
1-Jul-43 1-Sep-44 $10,048,198 $14,074,270 $4,026,072 $0 $4,026,072 $56,589,021 140% 140%
1-Jul-44 1-Sep-45 $10,244,654 $14,394,129 $4,149,475 $0 $4,149,475 $60,738,495 141% 141%
1-Jul-45 1-Sep-46 $10,446,230 $14,720,384 $4,274,154 $0 $4,274,154 $65,012,649 141% 141%
1-Jul-46 1-Sep-47 $10,651,922 $15,053,164 $4,401,243 $0 $4,401,243 $69,413,892 141% 141%
1-Jul-47 1-Sep-48 $10,865,724 $15,392,601 $4,526,877 $0 $4,526,877 $73,940,769 142% 142%
1-Jul-48 1-Sep-49 $11,081,431 $15,738,825 $4,657,395 $0 $4,657,395 $78,598,163 142% 142%
1-Jul-49 1-Sep-50 $689,187 $16,091,975 $15,402,788 $0 $15,402,788 $94,000,951 2335% 2335%
Total $230,384,134 $323,985,321 $93,601,187 $399,764 $94,000,951

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix A-5.b.
(c)
A-44
C-147
APPENDIX A
Port Covington
Appendix A-6.c: Projected Payment of Debt Service and Debt Service Coverage - Excluding Tax Credits

1-Jul-20 1-Sep-21 $564,904 $1,607,519 $1,042,614 $0 $1,042,614 $1,042,614 285% 285%
1-Jul-21 1-Sep-22 $610,173 $1,678,042 $1,067,869 $0 $1,067,869 $2,110,483 275% 275%
1-Jul-22 1-Sep-23 $684,247 $1,749,975 $1,065,729 $0 $1,065,729 $3,176,212 256% 256%
1-Jul-23 1-Sep-24 $6,784,171 $7,439,974 $655,803 $0 $655,803 $3,832,015 110% 110%
1-Jul-24 1-Sep-25 $6,911,480 $8,343,266 $1,431,786 $0 $1,431,786 $5,263,801 121% 121%
1-Jul-25 1-Sep-26 $7,053,243 $9,278,947 $2,225,704 $0 $2,225,704 $7,489,505 132% 132%
1-Jul-26 1-Sep-27 $7,188,806 $9,502,898 $2,314,092 $0 $2,314,092 $9,803,597 132% 132%
1-Jul-27 1-Sep-28 $7,333,169 $9,731,329 $2,398,160 $0 $2,398,160 $12,201,757 133% 133%
1-Jul-28 1-Sep-29 $7,480,842 $9,964,328 $2,483,486 $0 $2,483,486 $14,685,243 133% 133%
1-Jul-29 1-Sep-30 $7,631,499 $10,201,988 $2,570,489 $0 $2,570,489 $17,255,732 134% 134%
1-Jul-30 1-Sep-31 $7,779,812 $10,444,400 $2,664,588 $0 $2,664,588 $19,920,320 134% 134%
1-Jul-31 1-Sep-32 $7,934,993 $10,691,661 $2,756,668 $0 $2,756,668 $22,676,988 135% 135%
1-Jul-32 1-Sep-33 $8,089,536 $10,943,867 $2,854,331 $0 $2,854,331 $25,531,319 135% 135%
1-Jul-33 1-Sep-34 $8,253,039 $11,201,117 $2,948,078 $0 $2,948,078 $28,479,397 136% 136%
1-Jul-34 1-Sep-35 $8,419,698 $11,463,512 $3,043,814 $0 $3,043,814 $31,523,210 136% 136%
1-Jul-35 1-Sep-36 $8,583,911 $11,731,155 $3,147,244 $0 $3,147,244 $34,670,455 137% 137%
1-Jul-36 1-Sep-37 $8,755,276 $12,004,151 $3,248,876 $0 $3,248,876 $37,919,330 137% 137%
1-Jul-37 1-Sep-38 $8,927,988 $12,282,607 $3,354,619 $0 $3,354,619 $41,273,949 138% 138%
1-Jul-38 1-Sep-39 $9,106,446 $12,566,632 $3,460,185 $0 $3,460,185 $44,734,134 138% 138%
1-Jul-39 1-Sep-40 $9,284,846 $12,856,337 $3,571,491 $0 $3,571,491 $48,305,625 138% 138%
1-Jul-40 1-Sep-41 $9,472,585 $13,151,837 $3,679,251 $0 $3,679,251 $51,984,877 139% 139%
1-Jul-41 1-Sep-42 $9,658,659 $13,453,246 $3,794,587 $0 $3,794,587 $55,779,464 139% 139%
1-Jul-42 1-Sep-43 $9,847,464 $13,760,684 $3,913,220 $0 $3,913,220 $59,692,683 140% 140%
1-Jul-43 1-Sep-44 $10,048,198 $14,074,270 $4,026,072 $0 $4,026,072 $63,718,756 140% 140%
1-Jul-44 1-Sep-45 $10,244,654 $14,394,129 $4,149,475 $0 $4,149,475 $67,868,230 141% 141%
1-Jul-45 1-Sep-46 $10,446,230 $14,720,384 $4,274,154 $0 $4,274,154 $72,142,384 141% 141%
1-Jul-46 1-Sep-47 $10,651,922 $15,053,164 $4,401,243 $0 $4,401,243 $76,543,627 141% 141%
1-Jul-47 1-Sep-48 $10,865,724 $15,392,601 $4,526,877 $0 $4,526,877 $81,070,504 142% 142%
1-Jul-48 1-Sep-49 $11,081,431 $15,738,825 $4,657,395 $0 $4,657,395 $85,727,899 142% 142%
1-Jul-49 1-Sep-50 $689,187 $16,091,975 $15,402,788 $0 $15,402,788 $101,130,687 2335% 2335%
Total $230,384,134 $331,514,821 $101,130,687 $0 $101,130,687

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix A-5.c.
A-45
C-148
APPENDIX B
Port Covington
SCENARIO B
NO ANNUAL INFLATION
C-149
APPENDIX B
Port Covington
Appendix B-1: Summary of Development

(a) (b)
(c)
Baltimore Sun Building (c) Complete - - 256,033 - - $90 $23,013,900
AFP Building (c) Complete - - 43,260 - - $141 $6,082,200

(c)
Schuster Concrete Building (c) Complete - - 97,097 - - $66 $6,440,400

(c)
Dog Resort Complete - - 13,370 - - $377 $5,042,800
(c)
UnderArmour (Building 37) (c) Complete - - 130,210 - - $320 $41,640,800
(d)
E12
Rye Street Tavern (c) Complete - - 12,966 - - $258 $3,347,400
(c)
Sub-total E12 62,854 $10,929,900
(c)
City Garage Complete - - 141,036 - - $78 $11,000,000
E6
Retail - in-line 2022 - - 15,835 - - $210 $3,326,744

Sub-total E6 254 292,740 $66,189,559
E5B
Retail - in-line 2022 - - 5,780 - - $210 $1,214,309

Sub-total E5B 121 132,455 $35,478,807
E5A
Office 2022 - - 211,739 - - $284 $60,173,930
Retail - in-line 2022 - - 9,542 - - $210 $2,004,660
Parking 2022 - - - 22 - - $0
Sub-total E5A - 221,281 22 $62,178,590
E7
Office 2022 - - 227,824 - - $284 $64,745,113
Retail - in-line 2022 - - 44,682 - - $210 $9,387,154
Sub-total E7 272,506 $74,132,267
E1
Retail - in-line 2022 - - 8,127 - - $210 $1,707,436

Retail - grocery 2022 - - 32,276 - - $147 $4,748,230
Parking 2022 - - - 1,023 $25,547 - $26,134,656

Sub-total E1 162 223,098 1,023 $75,104,776

MuniCap, Inc.
(a)
Provided by BUR. See Appendices B-2.a, B-2.b and B-2.c.
(b)
(c)
(d)
B-1
C-150
APPENDIX B
Port Covington
Appendix B-2.a: Projected Absorption - (Existing Port Covington Development)(a)

31-Dec-19 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-20 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-21 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-22 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-23 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-24 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-25 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-26 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-27 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-28 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-29 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-30 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-31 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-32 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-33 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-34 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-35 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-36 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-37 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-38 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-39 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-40 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-41 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-42 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-43 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-44 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-45 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-46 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-47 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-48 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
Total 4,623 256,033 43,260 143,040 97,097 13,370 7 9,970 130,210

MuniCap, Inc.
(a)
Provided by BUR.
B-2
C-151
APPENDIX B
Port Covington
(a)
Appendix B-2.b: Projected Absorption - (Chapter 1A Development)
Development E12
31-Dec-19 0 12,966 0 49,888 0 141,036
31-Dec-20 0 12,966 0 49,888 0 141,036
31-Dec-21 0 12,966 0 49,888 0 141,036
31-Dec-22 0 12,966 0 49,888 0 141,036
31-Dec-23 0 12,966 0 49,888 0 141,036
31-Dec-24 0 12,966 0 49,888 0 141,036
31-Dec-25 0 12,966 0 49,888 0 141,036
31-Dec-26 0 12,966 0 49,888 0 141,036
31-Dec-27 0 12,966 0 49,888 0 141,036
31-Dec-28 0 12,966 0 49,888 0 141,036
31-Dec-29 0 12,966 0 49,888 0 141,036
31-Dec-30 0 12,966 0 49,888 0 141,036
31-Dec-31 0 12,966 0 49,888 0 141,036
31-Dec-32 0 12,966 0 49,888 0 141,036
31-Dec-33 0 12,966 0 49,888 0 141,036
31-Dec-34 0 12,966 0 49,888 0 141,036
31-Dec-35 0 12,966 0 49,888 0 141,036
31-Dec-36 0 12,966 0 49,888 0 141,036
31-Dec-37 0 12,966 0 49,888 0 141,036
31-Dec-38 0 12,966 0 49,888 0 141,036
31-Dec-39 0 12,966 0 49,888 0 141,036
31-Dec-40 0 12,966 0 49,888 0 141,036
31-Dec-41 0 12,966 0 49,888 0 141,036
31-Dec-42 0 12,966 0 49,888 0 141,036
31-Dec-43 0 12,966 0 49,888 0 141,036
31-Dec-44 0 12,966 0 49,888 0 141,036
31-Dec-45 0 12,966 0 49,888 0 141,036
31-Dec-46 0 12,966 0 49,888 0 141,036
31-Dec-47 0 12,966 0 49,888 0 141,036
31-Dec-48 0 12,966 0 49,888 0 141,036
Total 12,966 49,888 141,036

MuniCap, Inc.
(a) B-3
Provided by BUR.
C-152
APPENDIX B
Port Covington
Appendix B-2.c: Projected Absorption - (Chapter 1B Development)(a)
E6 E5B
31-Dec-19 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-22 200 200 218,035 218,035 54 54 58,870 58,870 15,835 15,835 20 20 20,938 20,938 101 101 105,737 105,737 5,780 5,780
31-Dec-23 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-24 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-25 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-26 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-27 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-28 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-29 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-30 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-31 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-32 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-33 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-34 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-35 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-36 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-37 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-38 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-39 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-40 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-41 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-42 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-43 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-44 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-45 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-46 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-47 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-48 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
Total 200 218,035 54 58,870 15,835 20 20,938 101 105,737 5,780

MuniCap, Inc.
(a)
Provided by BUR.
B-4
C-153
APPENDIX B
Port Covington
(a)
Appendix B-2.c: Projected Absorption - (Chapter 1B Development), continued
Development E5A E7
31-Dec-19 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0
31-Dec-22 211,739 211,739 9,542 9,542 227,824 227,824 44,682 44,682
31-Dec-23 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-24 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-25 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-26 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-27 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-28 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-29 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-30 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-31 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-32 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-33 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-34 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-35 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-36 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-37 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-38 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-39 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-40 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-41 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-42 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-43 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-44 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-45 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-46 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-47 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-48 0 211,739 0 9,542 0 227,824 0 44,682
Total 211,739 9,542 227,824 44,682

MuniCap, Inc.
(a)
Provided by BUR.
B-5
C-154
APPENDIX B
Port Covington
Appendix B-2.c: Projected Absorption - (Chapter 1B Development), continued(a)
E1
31-Dec-19 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-22 127 127 143,224 143,224 35 35 39,471 39,471 8,127 8,127 32,276 32,276 1,023 1,023
31-Dec-23 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-24 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-25 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-26 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-27 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-28 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-29 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-30 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-31 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-32 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-33 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-34 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-35 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-36 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-37 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-38 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-39 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-40 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-41 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-42 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-43 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-44 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-45 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-46 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-47 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-48 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
Total 127 143,224 35 39,471 8,127 32,276 1,023

MuniCap, Inc.
(a) B-6
Provided by BUR.
C-155
APPENDIX B
Port Covington
C-156
APPENDIX B
Port Covington
Appendix B-3.a: Projected Assessed Value - (Existing Port Covington Development)

31-Dec-19 1-Jul-20 1-Sep-21 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
MuniCap, Inc.
(a)
Assumes no annual inflation.
(b)
See Appendix B-2.a.
(c)
See Appendix B-1.
(d)
B-7
C-157
APPENDIX B
Port Covington
Appendix B-3.a: Projected Assessed Value - (Existing Port Covington Development), continued

31-Dec-19 1-Jul-20 1-Sep-21 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
MuniCap, Inc.
(a)
(b)
See Appendix B-2.a.
(c)
See Appendix B-1.
(d)
B-8
C-158
APPENDIX B
Port Covington

31-Dec-19 1-Jul-20 1-Sep-21 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
MuniCap, Inc.
(a)
(b)
See Appendix B-2.a.
(c)
See Appendix B-1.
(d)
B-9
C-159
APPENDIX B
Port Covington
Year Year Year Inflation Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Developed Value Existing Port
(a) (b) (c) (d) (b) (c) (d) (c) (d)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
MuniCap, Inc.
(a)
(b)
See Appendix B-2.a.
(c)
See Appendix B-1.
(d)
B-10
C-160
APPENDIX B
Port Covington
Appendix B-3.b: Projected Assessed Value - (Chapter 1A Development)
E12
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
MuniCap, Inc.
(a)
(b)
See Appendix B-2.b.
(c)
See Appendix B-1.
(d)
B-11
C-161
APPENDIX B
Port Covington
Appendix B-3.b: Projected Assessed Value - (Chapter 1A Development), continued

Year Year Year Inflation Value Per Phase-In Phased-In Projected Projected Assessed Value
Ending Beginning Ending Factor(a) GSF(b) GSF(c) Percentage Value Per GSF Assessed Value(d) Chapter 1A Development
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
MuniCap, Inc.
(a)
(b)
See Appendix B-2.b.
(c)
See Appendix B-1.
(d)
B-12
C-162
APPENDIX B
Port Covington
Appendix B-3.c: Projected Assessed Value - (Chapter 1B Development)
E6
Apartments
Factor(a) Units
(b)
(b)
Ending Beginning Ending GSF GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284,110 0% $0 $0 0 $111,866 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 0 $284,110 0% $0 $0 0 $111,866 0% $0 $0 0 $210 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 0 $284,110 0% $0 $0 0 $111,866 0% $0 $0 0 $210 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 200 $284,110 80% $227,288 $45,457,652 54 $111,866 80% $89,493 $4,832,600 15,835 $210 80% $168 $2,661,395
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 200 $284,110 90% $255,699 $51,139,858 54 $111,866 90% $100,679 $5,436,675 15,835 $210 90% $189 $2,994,070
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
MuniCap, Inc.
(a)
(b)
See Appendix B-2.c.
(c)
See Appendix B-1.
(d)
B-13
C-163
APPENDIX B
Port Covington
Appendix B-3.c Projected Assessed Value - (Chapter 1B Development), continued
E5B
Apartments
Factor(a) Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value GSF(b) GSF(c)
(d)
Ending Beginning Ending Percentage Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $278,468 0% $0 $0 0 $284,110 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 0 $278,468 0% $0 $0 0 $284,110 0% $0 $0 0 $210 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 0 $278,468 0% $0 $0 0 $284,110 0% $0 $0 0 $210 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 20 $278,468 80% $222,774 $4,455,484 101 $284,110 80% $227,288 $22,956,114 5,780 $210 80% $168 $971,447
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 20 $278,468 90% $250,621 $5,012,420 101 $284,110 90% $255,699 $25,825,629 5,780 $210 90% $189 $1,092,878
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
MuniCap, Inc.
(a)
(b)
See Appendix B-2.c.
(c)
See Appendix B-1.
(d)
B-14
C-164
APPENDIX B
Port Covington
Appendix B-3.c: Projected Assessed Value - (Chapter 1B Development), continued
E5A
Ending Beginning Ending Factor(a) Units(b) Unit(c) Percentage(d) Value Per Unit Assessed Value GSF(b) GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 211,739 $284 80% $227 $48,139,144 9,542 $210 80% $168 $1,603,728
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 211,739 $284 90% $256 $54,156,537 9,542 $210 90% $189 $1,804,194
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
MuniCap, Inc.
(a)
(b)
See Appendix B-2.c.
(c)
See Appendix B-1.
(d)
B-15
C-165
APPENDIX B
Port Covington
E7
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 227,824 $284 80% $227 $51,796,090 44,682 $210 80% $168 $7,509,723
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 227,824 $284 90% $256 $58,270,602 44,682 $210 90% $189 $8,448,438
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
MuniCap, Inc.
(a)
(b)
See Appendix B-2.c.
(c)
See Appendix B-1.
(d)
B-16
C-166
APPENDIX B
Port Covington
E1
Apartments
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284,110 0% $0 $0 0 $183,784 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 0 $284,110 0% $0 $0 0 $183,784 0% $0 $0 0 $210 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 0 $284,110 0% $0 $0 0 $183,784 0% $0 $0 0 $210 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 127 $284,110 80% $227,288 $28,865,609 35 $183,784 80% $147,027 $5,145,954 8,127 $210 80% $168 $1,365,949
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 127 $284,110 90% $255,699 $32,473,810 35 $183,784 90% $165,406 $5,789,198 8,127 $210 90% $189 $1,536,692
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
MuniCap, Inc.
(a)
(b)
See Appendix B-2.c.
(c)
See Appendix B-1.
(d)
B-17
C-167
APPENDIX B
Port Covington
E1
Year Year Year Inflation Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Projected Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $147 0% $0 $0 0 $25,547 0% $0 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% 0 $147 0% $0 $0 0 $25,547 0% $0 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% 0 $147 0% $0 $0 0 $25,547 0% $0 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% 32,276 $147 80% $118 $3,798,584 1,023 $25,547 80% $20,438 $20,907,725 $250,467,199
31-Dec-23 1-Jul-24 1-Sep-25 100.0% 32,276 $147 90% $132 $4,273,407 1,023 $25,547 90% $22,992 $23,521,191 $281,775,599
31-Dec-24 1-Jul-25 1-Sep-26 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-26 1-Jul-27 1-Sep-28 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-27 1-Jul-28 1-Sep-29 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-28 1-Jul-29 1-Sep-30 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-29 1-Jul-30 1-Sep-31 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-30 1-Jul-31 1-Sep-32 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-31 1-Jul-32 1-Sep-33 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-32 1-Jul-33 1-Sep-34 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-33 1-Jul-34 1-Sep-35 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-34 1-Jul-35 1-Sep-36 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-35 1-Jul-36 1-Sep-37 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-36 1-Jul-37 1-Sep-38 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-37 1-Jul-38 1-Sep-39 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-38 1-Jul-39 1-Sep-40 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-39 1-Jul-40 1-Sep-41 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-40 1-Jul-41 1-Sep-42 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-41 1-Jul-42 1-Sep-43 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-42 1-Jul-43 1-Sep-44 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-43 1-Jul-44 1-Sep-45 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-44 1-Jul-45 1-Sep-46 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-45 1-Jul-46 1-Sep-47 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-46 1-Jul-47 1-Sep-48 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-47 1-Jul-48 1-Sep-49 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-48 1-Jul-49 1-Sep-50 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
MuniCap, Inc.
(a)
(b)
See Appendix B-2.c.
(c)
See Appendix B-1.
(d)
B-18
C-168
APPENDIX B
Port Covington
Appendix B-3.d: Projected Assessed Value - Total

Year Year Year Inflation Existing Port Chapter 1A Chapter 1B Residual Original
Ending Beginning Ending Factor Covington Development(a) Development(b) Development(c) Assessable Base Value(d) Total
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $104,796,800 $21,929,900 $0 $40,143,023 $166,869,723
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $104,796,800 $21,929,900 $0 $40,143,023 $166,869,723
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $104,796,800 $21,929,900 $0 $40,143,023 $166,869,723
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $104,796,800 $21,929,900 $250,467,199 $40,143,023 $417,336,922
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $104,796,800 $21,929,900 $281,775,599 $40,143,023 $448,645,322
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
MuniCap, Inc.
(a)
See Appendix B-3.a.
(b)
See Appendix B-3.b.
(c)
See Appendix B-3.c.
(d)
See Appendix D-1.b.
B-19
C-169
APPENDIX B
Port Covington
Appendix B-4.a: Projected Property Tax Credits - Allocation of Original Assessable Base Value for Purposes of Enterprise Zone and Brownfield Tax
Credit(a)

Projected Development(b) SF(b) Percentage(c) Base Value(d)
Nick's Fish House 4,623 100.00% $1,168,600
AFP Building 43,260 100.00% $1,851,600
Dog Resort 13,370 100.00% $1,028,000

E12
Rye Street Tavern(e) 12,966 20.63% $66,817
Sub-total E12 62,854 100.00% $323,900
City Garage (e) 141,036 100.00% $960,750

E6
Apartments 276,905 94.59% $277,780
Retail - in-line 15,835 5.41% $15,885
Sub-total E6 292,740 100.00% $293,665
E5B
Apartments 126,675 95.64% $143,248
Retail - in-line 5,780 4.36% $6,536
Sub-total E5B 132,455 100.00% $149,784
E5A
Office 211,739 95.69% $247,059
Retail - in-line 9,542 4.31% $11,134
Sub-total E5A 221,281 100.00% $258,193
E7
Office 227,824 83.60% $219,465
Retail - in-line 44,682 16.40% $43,043
Sub-total E7 272,506 100.00% $262,507
E1
Apartments 182,695 30.09% $188,984
Parking 384,033 63.25% $397,253
Sub-total E1 607,131 100.00% $628,031
Sub-total 2,427,606 $66,005,780
MuniCap, Inc.
(a)
(b)
See Appendix B-1.
(c)
(d)
(e)
B-20
C-170
APPENDIX B
Port Covington
Appendix B-4.b: Projected Property Tax Credits - Enterprise Zone

(a)
(c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $41,640,800 ($9,796,650) $31,844,150 80% $25,475,320 $2.248 $572,685
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $41,640,800 ($9,796,650) $31,844,150 80% $25,475,320 $2.248 $572,685
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $41,640,800 ($9,796,650) $31,844,150 70% $22,290,905 $2.248 $501,100
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $41,640,800 ($9,796,650) $31,844,150 60% $19,106,490 $2.248 $429,514
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $41,640,800 ($9,796,650) $31,844,150 50% $15,922,075 $2.248 $357,928
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $41,640,800 ($9,796,650) $31,844,150 40% $12,737,660 $2.248 $286,343
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $41,640,800 ($9,796,650) $31,844,150 30% $9,553,245 $2.248 $214,757
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $41,640,800 ($9,796,650) $31,844,150 0% $0 $2.248 $0
Total $2,935,012
MuniCap, Inc.
(q)
The Enterprise Zone Tax Credit is based on the eligible assessment, which is the difference between the Original Assessable Base value and the actual taxable assessed value after improvements are made for commercial properties in a designated Zone. Source: Supervisor of Assessments for Baltimore
(b)
See Appendix B-3.a.
(c)
Represents the Original Assessable Base value of tax parcel developed as UnderArmour (Building 37). See Appendix A-4.a.
(d)
(e)
B-21
C-171
APPENDIX B
Port Covington
Appendix B-4.b: Projected Property Tax Credits - Enterprise Zone, continued

(b) (c) (d) (e)
Ending Beginning Ending Factor Assessed Value Base Value Eligible Assessment Credit Percent Zone Credit (Per $100 A.V.) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,929,900 ($323,900) $10,606,000 80% $8,484,800 $2.248 $190,738
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $10,929,900 ($323,900) $10,606,000 80% $8,484,800 $2.248 $190,738
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $10,929,900 ($323,900) $10,606,000 80% $8,484,800 $2.248 $190,738
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $10,929,900 ($323,900) $10,606,000 70% $7,424,200 $2.248 $166,896
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $10,929,900 ($323,900) $10,606,000 60% $6,363,600 $2.248 $143,054
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $10,929,900 ($323,900) $10,606,000 50% $5,303,000 $2.248 $119,211
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $10,929,900 ($323,900) $10,606,000 40% $4,242,400 $2.248 $95,369
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $10,929,900 ($323,900) $10,606,000 30% $3,181,800 $2.248 $71,527
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $10,929,900 ($323,900) $10,606,000 0% $0 $2.248 $0
Total $1,168,272
MuniCap, Inc.
(a)
(b)
See Appendix B-3.b.
(c)
Represents the Original Assessable Base value of tax parcel developed as Building E12 Rye Street Tavern and Sagamore Spirit Distillery. See Appendix B-4.a.
(d)
(e)
B-22
C-172
APPENDIX B
Port Covington
City Garage
(a)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $11,000,000 ($960,750) $10,039,250 80% $8,031,400 $2.248 $180,546
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $11,000,000 ($960,750) $10,039,250 80% $8,031,400 $2.248 $180,546
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $11,000,000 ($960,750) $10,039,250 70% $7,027,475 $2.248 $157,978
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $11,000,000 ($960,750) $10,039,250 60% $6,023,550 $2.248 $135,409
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $11,000,000 ($960,750) $10,039,250 50% $5,019,625 $2.248 $112,841
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $11,000,000 ($960,750) $10,039,250 40% $4,015,700 $2.248 $90,273
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $11,000,000 ($960,750) $10,039,250 30% $3,011,775 $2.248 $67,705
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $11,000,000 ($960,750) $10,039,250 0% $0 $2.248 $0
Total $925,298
MuniCap, Inc.
(a)
(b)
See Appendix B-3.b.
(c)
Represents the Original Assessable Base value of tax parcel developed as the City Garage. See Appendix B-4.a.
(d)
(e)
B-23
C-173
APPENDIX B
Port Covington
E6 Retail
(a)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($15,885) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($15,885) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($15,885) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $2,661,395 ($15,885) $2,645,510 80% $2,116,408 $2.248 $47,577
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $2,994,070 ($15,885) $2,978,185 80% $2,382,548 $2.248 $53,560
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $3,326,744 ($15,885) $3,310,859 80% $2,648,687 $2.248 $59,542
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $3,326,744 ($15,885) $3,310,859 80% $2,648,687 $2.248 $59,542
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $3,326,744 ($15,885) $3,310,859 80% $2,648,687 $2.248 $59,542
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $3,326,744 ($15,885) $3,310,859 70% $2,317,601 $2.248 $52,100
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $3,326,744 ($15,885) $3,310,859 60% $1,986,515 $2.248 $44,657
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $3,326,744 ($15,885) $3,310,859 50% $1,655,430 $2.248 $37,214
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $3,326,744 ($15,885) $3,310,859 40% $1,324,344 $2.248 $29,771
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $3,326,744 ($15,885) $3,310,859 30% $993,258 $2.248 $22,328
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0
Total $465,834
MuniCap, Inc.
(a)
(b)
See Appendix B-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E6 retail. Increases with inflation until development starts and base year is established. See Appendix B-4.a.
(d)
(e)
B-24
C-174
APPENDIX B
Port Covington
E5B Retail
(a)
Assessed Value(b)
(c) (d) (e)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($6,536) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($6,536) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($6,536) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $971,447 ($6,536) $964,911 80% $771,929 $2.248 $17,353
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $1,092,878 ($6,536) $1,086,342 80% $869,073 $2.248 $19,537
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $1,214,309 ($6,536) $1,207,773 80% $966,218 $2.248 $21,721
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $1,214,309 ($6,536) $1,207,773 80% $966,218 $2.248 $21,721
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $1,214,309 ($6,536) $1,207,773 80% $966,218 $2.248 $21,721
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $1,214,309 ($6,536) $1,207,773 70% $845,441 $2.248 $19,006
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $1,214,309 ($6,536) $1,207,773 60% $724,664 $2.248 $16,290
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $1,214,309 ($6,536) $1,207,773 50% $603,886 $2.248 $13,575
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $1,214,309 ($6,536) $1,207,773 40% $483,109 $2.248 $10,860
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $1,214,309 ($6,536) $1,207,773 30% $362,332 $2.248 $8,145
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0
Total $169,928
MuniCap, Inc.
(a)
(b)
See Appendix B-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E5B retail. See Appendix B-4.a.
(d)
(e)
B-25
C-175
APPENDIX B
Port Covington
E5A Office & Retail

(a)
(c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($258,193) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($258,193) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($258,193) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $49,742,872 ($258,193) $49,484,680 80% $39,587,744 $2.248 $889,932
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $55,960,731 ($258,193) $55,702,539 80% $44,562,031 $2.248 $1,001,754
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $62,178,590 ($258,193) $61,920,398 80% $49,536,318 $2.248 $1,113,576
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $62,178,590 ($258,193) $61,920,398 80% $49,536,318 $2.248 $1,113,576
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $62,178,590 ($258,193) $61,920,398 80% $49,536,318 $2.248 $1,113,576
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $62,178,590 ($258,193) $61,920,398 70% $43,344,278 $2.248 $974,379
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $62,178,590 ($258,193) $61,920,398 60% $37,152,239 $2.248 $835,182
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $62,178,590 ($258,193) $61,920,398 50% $30,960,199 $2.248 $695,985
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $62,178,590 ($258,193) $61,920,398 40% $24,768,159 $2.248 $556,788
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $62,178,590 ($258,193) $61,920,398 30% $18,576,119 $2.248 $417,591
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $62,178,590 ($258,193) $61,920,398 0% $0 $2.248 $0
Total $8,712,343
MuniCap, Inc.
(a)
(b)
See Appendix B-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E5A. See Appendix B-4.a.
(d)
(e)
B-26
C-176
APPENDIX B
Port Covington
E7 Office & Retail

(a)
(c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($262,507) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($262,507) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($262,507) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $59,305,813 ($262,507) $59,043,306 80% $47,234,645 $2.248 $1,061,835
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $66,719,040 ($262,507) $66,456,533 80% $53,165,226 $2.248 $1,195,154
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $74,132,267 ($262,507) $73,869,760 80% $59,095,808 $2.248 $1,328,474
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $74,132,267 ($262,507) $73,869,760 80% $59,095,808 $2.248 $1,328,474
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $74,132,267 ($262,507) $73,869,760 80% $59,095,808 $2.248 $1,328,474
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $74,132,267 ($262,507) $73,869,760 70% $51,708,832 $2.248 $1,162,415
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $74,132,267 ($262,507) $73,869,760 60% $44,321,856 $2.248 $996,355
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $74,132,267 ($262,507) $73,869,760 50% $36,934,880 $2.248 $830,296
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $74,132,267 ($262,507) $73,869,760 40% $29,547,904 $2.248 $664,237
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $74,132,267 ($262,507) $73,869,760 30% $22,160,928 $2.248 $498,178
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $74,132,267 ($262,507) $73,869,760 0% $0 $2.248 $0
Total $10,393,891
MuniCap, Inc.
(a)
(b)
See Appendix B-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E7 office and retail. Increases with inflation until development starts and base year is established. See Appendix B-4.b.
(d)
(e)
B-27
C-177
APPENDIX B
Port Covington
E1 Retail & Parking

(a)
(b) (c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($439,047) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($439,047) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($439,047) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $26,072,258 ($439,047) $25,633,211 80% $20,506,569 $2.248 $460,988
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $29,331,290 ($439,047) $28,892,243 80% $23,113,795 $2.248 $519,598
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $32,590,322 ($439,047) $32,151,276 80% $25,721,020 $2.248 $578,209
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $32,590,322 ($439,047) $32,151,276 80% $25,721,020 $2.248 $578,209
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $32,590,322 ($439,047) $32,151,276 80% $25,721,020 $2.248 $578,209
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $32,590,322 ($439,047) $32,151,276 70% $22,505,893 $2.248 $505,932
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $32,590,322 ($439,047) $32,151,276 60% $19,290,765 $2.248 $433,656
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $32,590,322 ($439,047) $32,151,276 50% $16,075,638 $2.248 $361,380
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $32,590,322 ($439,047) $32,151,276 40% $12,860,510 $2.248 $289,104
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $32,590,322 ($439,047) $32,151,276 30% $9,645,383 $2.248 $216,828
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0
Total $4,522,113
MuniCap, Inc.
(a)
(b)
See Appendix B-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E1 retail. Increases with inflation until development starts and base year is established. See Appendix B-4.a.
(d)
(e)
B-28
C-178
APPENDIX B
Port Covington

Beginning Ending Building 37 E12 City Garage E6 E5B E5A E7 E1 Total
1-Jul-20 1-Sep-21 $572,685 $190,738 $180,546 $0 $0 $0 $0 $0 $943,969
1-Jul-21 1-Sep-22 $572,685 $190,738 $180,546 $0 $0 $0 $0 $0 $943,969
1-Jul-22 1-Sep-23 $501,100 $190,738 $157,978 $0 $0 $0 $0 $0 $849,815
1-Jul-23 1-Sep-24 $429,514 $166,896 $135,409 $47,577 $17,353 $889,932 $1,061,835 $460,988 $3,209,504
1-Jul-24 1-Sep-25 $357,928 $143,054 $112,841 $53,560 $19,537 $1,001,754 $1,195,154 $519,598 $3,403,426
1-Jul-25 1-Sep-26 $286,343 $119,211 $90,273 $59,542 $21,721 $1,113,576 $1,328,474 $578,209 $3,597,349
1-Jul-26 1-Sep-27 $214,757 $95,369 $67,705 $59,542 $21,721 $1,113,576 $1,328,474 $578,209 $3,479,353
1-Jul-27 1-Sep-28 $0 $71,527 $0 $59,542 $21,721 $1,113,576 $1,328,474 $578,209 $3,173,049
1-Jul-28 1-Sep-29 $0 $0 $0 $52,100 $19,006 $974,379 $1,162,415 $505,932 $2,713,832
1-Jul-29 1-Sep-30 $0 $0 $0 $44,657 $16,290 $835,182 $996,355 $433,656 $2,326,141
1-Jul-30 1-Sep-31 $0 $0 $0 $37,214 $13,575 $695,985 $830,296 $361,380 $1,938,451
1-Jul-31 1-Sep-32 $0 $0 $0 $29,771 $10,860 $556,788 $664,237 $289,104 $1,550,761
1-Jul-32 1-Sep-33 $0 $0 $0 $22,328 $8,145 $417,591 $498,178 $216,828 $1,163,071
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $2,935,012 $1,168,272 $925,298 $465,834 $169,928 $8,712,343 $10,393,891 $4,522,113 $29,292,690
MuniCap, Inc.
(a)
See Appendix B-4.b. B-29
C-179
APPENDIX B
Port Covington
(a)
Appendix B-4.c: Projected Property Tax Credits - Brownfield

(b) (c) (d) (e) (f)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $31,844,150 20% $6,368,830 70% $4,458,181 $2.248 $100,220
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $31,844,150 20% $6,368,830 70% $4,458,181 $2.248 $100,220
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $31,844,150 30% $9,553,245 70% $6,687,272 $2.248 $150,330
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $31,844,150 40% $12,737,660 70% $8,916,362 $2.248 $200,440
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $31,844,150 50% $15,922,075 70% $11,145,453 $2.248 $250,550
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $31,844,150 60% $19,106,490 70% $13,374,543 $2.248 $300,660
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $31,844,150 70% $22,290,905 70% $15,603,634 $2.248 $350,770
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $31,844,150 0% $0 0% $0 $2.248 $0
Total $1,453,189
MuniCap, Inc.
(a)
(b)
See Appendix B-4.b.
(c)
(d)
(e)
(f)
B-30
C-180
APPENDIX B
Port Covington
(a)
Appendix B-4.c: Projected Property Tax Credits - Brownfield, continued

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,606,000 20% $2,121,200 70% $1,484,840 $2.248 $33,379
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $10,606,000 20% $2,121,200 70% $1,484,840 $2.248 $33,379
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $10,606,000 20% $2,121,200 70% $1,484,840 $2.248 $33,379
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $10,606,000 30% $3,181,800 70% $2,227,260 $2.248 $50,069
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $10,606,000 40% $4,242,400 70% $2,969,680 $2.248 $66,758
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $10,606,000 50% $5,303,000 70% $3,712,100 $2.248 $83,448
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $10,606,000 60% $6,363,600 70% $4,454,520 $2.248 $100,138
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $10,606,000 70% $7,424,200 70% $5,196,940 $2.248 $116,827
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $10,606,000 0% $0 0% $0 $2.248 $0
Total $517,378
MuniCap, Inc.
(a)
(b)
See Appendix B-4.b.
(c)
(d)
(e)
(f)
B-31
C-181
APPENDIX B
Port Covington
(a)
City Garage
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,039,250 20% $2,007,850 70% $1,405,495 $2.248 $31,596
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $10,039,250 20% $2,007,850 70% $1,405,495 $2.248 $31,596
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $10,039,250 30% $3,011,775 70% $2,108,243 $2.248 $47,393
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $10,039,250 40% $4,015,700 70% $2,810,990 $2.248 $63,191
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $10,039,250 50% $5,019,625 70% $3,513,738 $2.248 $78,989
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $10,039,250 60% $6,023,550 70% $4,216,485 $2.248 $94,787
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $10,039,250 70% $7,027,475 70% $4,919,233 $2.248 $110,584
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $10,039,250 0% $0 0% $0 $2.248 $0
Total $458,135
MuniCap, Inc.
(a)
(b)
See Appendix B-4.b.
(c)
(d)
(e)
(f)
B-32
C-182
APPENDIX B
Port Covington
(a)

Apartment Retail
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($277,780) $0 0% $0 $2.248 $0 $0 ($15,885) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($277,780) $0 0% $0 $2.248 $0 $0 ($15,885) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($277,780) $0 0% $0 $2.248 $0 $0 ($15,885) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $50,290,252 ($277,780) $50,012,471 70% $35,008,730 $2.248 $786,996 $2,661,395 ($15,885) $2,645,510 20% $529,102 $2.248 $11,894 $798,890
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $56,576,533 ($277,780) $56,298,753 70% $39,409,127 $2.248 $885,917 $2,994,070 ($15,885) $2,978,185 20% $595,637 $2.248 $13,390 $899,307
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 20% $662,172 $2.248 $14,886 $999,724
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 20% $662,172 $2.248 $14,886 $999,724
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 20% $662,172 $2.248 $14,886 $999,724
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 30% $993,258 $2.248 $22,328 $1,007,167
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 40% $1,324,344 $2.248 $29,771 $1,014,609
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 50% $1,655,430 $2.248 $37,214 $1,022,052
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 60% $1,986,515 $2.248 $44,657 $1,029,495
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $62,862,814 ($277,780) $62,585,034 70% $43,809,524 $2.248 $984,838 $3,326,744 ($15,885) $3,310,859 70% $2,317,601 $2.248 $52,100 $1,036,938
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $62,862,814 ($277,780) $62,585,034 0% $0 $2.248 $0 $3,326,744 ($15,885) $3,310,859 0% $0 $2.248 $0 $0
Total $9,551,618 $256,011 $9,807,629

MuniCap, Inc.
(a)
(b)
Taxation.
(c)
See Appendix B-3.c.
(d)
See Appendix B-4.a.
(e)
(f)
(g)
B-33
C-183
APPENDIX B
Port Covington
Appendix B-4.c: Projected Property Tax Credits - Brownfield, continued(a)

Apartment Retail
(b) (b)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($143,248) $0 0% $0 $2.248 $0 $0 ($6,536) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($143,248) $0 0% $0 $2.248 $0 $0 ($6,536) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($143,248) $0 0% $0 $2.248 $0 $0 ($6,536) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $27,411,599 ($143,248) $27,268,351 70% $19,087,846 $2.248 $429,095 $971,447 ($6,536) $964,911 20% $192,982 $2.248 $4,338 $433,433
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $30,838,048 ($143,248) $30,694,801 70% $21,486,360 $2.248 $483,013 $1,092,878 ($6,536) $1,086,342 20% $217,268 $2.248 $4,884 $487,898
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 20% $241,555 $2.248 $5,430 $542,362
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 20% $241,555 $2.248 $5,430 $542,362
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 20% $241,555 $2.248 $5,430 $542,362
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 30% $362,332 $2.248 $8,145 $545,077
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 40% $483,109 $2.248 $10,860 $547,792
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 50% $603,886 $2.248 $13,575 $550,507
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 60% $724,664 $2.248 $16,290 $553,222
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $34,264,498 ($143,248) $34,121,250 70% $23,884,875 $2.248 $536,932 $1,214,309 ($6,536) $1,207,773 70% $845,441 $2.248 $19,006 $555,938
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $34,264,498 ($143,248) $34,121,250 0% $0 $2.248 $0 $1,214,309 ($6,536) $1,207,773 0% $0 $2.248 $0 $0
Total $5,207,564 $93,390 $5,300,954

MuniCap, Inc.
(a)
(b)
Taxation.
(c)
See Appendix B-3.c.
(d)
See Appendix B-4.a.
(e)
(f)
(g)
B-34
C-184
APPENDIX B
Port Covington
E5A Office & Retail

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $49,484,680 20% $9,896,936 70% $6,927,855 $2.248 $155,738
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $55,702,539 20% $11,140,508 70% $7,798,355 $2.248 $175,307
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $61,920,398 20% $12,384,080 70% $8,668,856 $2.248 $194,876
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $61,920,398 20% $12,384,080 70% $8,668,856 $2.248 $194,876
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $61,920,398 20% $12,384,080 70% $8,668,856 $2.248 $194,876
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $61,920,398 30% $18,576,119 70% $13,003,284 $2.248 $292,314
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $61,920,398 40% $24,768,159 70% $17,337,711 $2.248 $389,752
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $61,920,398 50% $30,960,199 70% $21,672,139 $2.248 $487,190
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $61,920,398 60% $37,152,239 70% $26,006,567 $2.248 $584,628
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $61,920,398 70% $43,344,278 70% $30,340,995 $2.248 $682,066
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $61,920,398 0% $0 0% $0 $2.248 $0
Total $3,351,621
MuniCap, Inc.
(a)
(b)
See Appendix B-4.b.
(c)
(d)
(e)
(f)
B-35
C-185
APPENDIX B
Port Covington
(a)
E7 Office & Retail

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $59,043,306 20% $11,808,661 70% $8,266,063 $2.248 $185,821
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $66,456,533 20% $13,291,307 70% $9,303,915 $2.248 $209,152
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $73,869,760 20% $14,773,952 70% $10,341,766 $2.248 $232,483
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $73,869,760 20% $14,773,952 70% $10,341,766 $2.248 $232,483
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $73,869,760 20% $14,773,952 70% $10,341,766 $2.248 $232,483
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $73,869,760 30% $22,160,928 70% $15,512,650 $2.248 $348,724
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $73,869,760 40% $29,547,904 70% $20,683,533 $2.248 $464,966
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $73,869,760 50% $36,934,880 70% $25,854,416 $2.248 $581,207
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $73,869,760 60% $44,321,856 70% $31,025,299 $2.248 $697,449
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $73,869,760 70% $51,708,832 70% $36,196,182 $2.248 $813,690
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $73,869,760 0% $0 0% $0 $2.248 $0
Total $3,998,458
MuniCap, Inc.
(a)
(b)
See Appendix B-4.b.
(c)
(d)
(e)
(f)
B-36
C-186
APPENDIX B
Port Covington

Apartment Retail
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($188,984) $0 0% $0 $2.248 $0 $0 ($439,047) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 100.0% $0 ($188,984) $0 0% $0 $2.248 $0 $0 ($439,047) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 100.0% $0 ($188,984) $0 0% $0 $2.248 $0 $0 ($439,047) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 100.0% $34,011,563 ($188,984) $33,822,579 70% $23,675,805 $2.248 $532,232 $26,072,258 ($439,047) $25,633,211 20% $5,126,642 $2.248 $115,247 $647,479
31-Dec-23 1-Jul-24 1-Sep-25 100.0% $38,263,008 ($188,984) $38,074,024 70% $26,651,817 $2.248 $599,133 $29,331,290 ($439,047) $28,892,243 20% $5,778,449 $2.248 $129,900 $729,032
31-Dec-24 1-Jul-25 1-Sep-26 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 20% $6,430,255 $2.248 $144,552 $810,586
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 20% $6,430,255 $2.248 $144,552 $810,586
31-Dec-26 1-Jul-27 1-Sep-28 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 20% $6,430,255 $2.248 $144,552 $810,586
31-Dec-27 1-Jul-28 1-Sep-29 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 30% $9,645,383 $2.248 $216,828 $882,862
31-Dec-28 1-Jul-29 1-Sep-30 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 40% $12,860,510 $2.248 $289,104 $955,138
31-Dec-29 1-Jul-30 1-Sep-31 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 50% $16,075,638 $2.248 $361,380 $1,027,414
31-Dec-30 1-Jul-31 1-Sep-32 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 60% $19,290,765 $2.248 $433,656 $1,099,690
31-Dec-31 1-Jul-32 1-Sep-33 100.0% $42,514,454 ($188,984) $42,325,470 70% $29,627,829 $2.248 $666,034 $32,590,322 ($439,047) $32,151,276 70% $22,505,893 $2.248 $505,932 $1,171,966
31-Dec-32 1-Jul-33 1-Sep-34 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 100.0% $42,514,454 ($188,984) $42,325,470 0% $0 $2.248 $0 $32,590,322 ($439,047) $32,151,276 0% $0 $2.248 $0 $0
Total $6,459,634 $2,485,705 $8,945,338

MuniCap, Inc.
(a)
(b)
and Taxation.
(c)
See Appendix B-3.c.
(d)
See Appendix B-4.a.
(e)
(f)
(g)
B-37
C-187
APPENDIX B
Port Covington

1-Jul-20 1-Sep-21 $100,220 $33,379 $31,596 $0 $0 $0 $0 $0 $165,195
1-Jul-21 1-Sep-22 $100,220 $33,379 $31,596 $0 $0 $0 $0 $0 $165,195
1-Jul-22 1-Sep-23 $150,330 $33,379 $47,393 $0 $0 $0 $0 $0 $231,102
1-Jul-23 1-Sep-24 $200,440 $50,069 $63,191 $798,890 $433,433 $155,738 $185,821 $647,479 $2,535,061
1-Jul-24 1-Sep-25 $250,550 $66,758 $78,989 $899,307 $487,898 $175,307 $209,152 $729,032 $2,896,993
1-Jul-25 1-Sep-26 $300,660 $83,448 $94,787 $999,724 $542,362 $194,876 $232,483 $810,586 $3,258,925
1-Jul-26 1-Sep-27 $350,770 $100,138 $110,584 $999,724 $542,362 $194,876 $232,483 $810,586 $3,341,522
1-Jul-27 1-Sep-28 $0 $116,827 $0 $999,724 $542,362 $194,876 $232,483 $810,586 $2,896,858
1-Jul-28 1-Sep-29 $0 $0 $0 $1,007,167 $545,077 $292,314 $348,724 $882,862 $3,076,144
1-Jul-29 1-Sep-30 $0 $0 $0 $1,014,609 $547,792 $389,752 $464,966 $955,138 $3,372,257
1-Jul-30 1-Sep-31 $0 $0 $0 $1,022,052 $550,507 $487,190 $581,207 $1,027,414 $3,668,370
1-Jul-31 1-Sep-32 $0 $0 $0 $1,029,495 $553,222 $584,628 $697,449 $1,099,690 $3,964,484
1-Jul-32 1-Sep-33 $0 $0 $0 $1,036,938 $555,938 $682,066 $813,690 $1,171,966 $4,260,597
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $1,453,189 $517,378 $458,135 $9,807,629 $5,300,954 $3,351,621 $3,998,458 $8,945,338 $33,832,702
MuniCap, Inc.
(a)
See Appendix B-4.c. B-38
C-188
APPENDIX B
Port Covington
Appendix B-4.d: Projected Property Tax Credits - Total
Tax Bond
1-Jul-20 1-Sep-21 $943,969 $165,195 $1,109,164
1-Jul-21 1-Sep-22 $943,969 $165,195 $1,109,164
1-Jul-22 1-Sep-23 $849,815 $231,102 $1,080,918
1-Jul-23 1-Sep-24 $3,209,504 $2,535,061 $5,744,566
1-Jul-24 1-Sep-25 $3,403,426 $2,896,993 $6,300,420
1-Jul-25 1-Sep-26 $3,597,349 $3,258,925 $6,856,273
1-Jul-26 1-Sep-27 $3,479,353 $3,341,522 $6,820,875
1-Jul-27 1-Sep-28 $3,173,049 $2,896,858 $6,069,906
1-Jul-28 1-Sep-29 $2,713,832 $3,076,144 $5,789,975
1-Jul-29 1-Sep-30 $2,326,141 $3,372,257 $5,698,398
1-Jul-30 1-Sep-31 $1,938,451 $3,668,370 $5,606,822
1-Jul-31 1-Sep-32 $1,550,761 $3,964,484 $5,515,245
1-Jul-32 1-Sep-33 $1,163,071 $4,260,597 $5,423,668
1-Jul-33 1-Sep-34 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0
Total $29,292,690 $33,832,702 $63,125,393

MuniCap, Inc.
(a)
See Appendix B-4.b.
(b)
C-189
APPENDIX B
Port Covington

C-190
APPENDIX B
Port Covington
Appendix B-5.a: Projected Tax Increment Revenue Available for Debt Service - Including All Tax Credits
Year Year Total Assessable Incremental Tax Rate Total Tax Total Sub-total Tax Collection Revenues after Available for Debt Service
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-21 1-Sep-22 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-22 1-Sep-23 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,080,918) $629,208 94% $591,456 100% $591,456
1-Jul-23 1-Sep-24 $417,336,922 ($90,796,494) $326,540,428 $2.248 $7,340,629 ($5,744,566) $1,596,063 94% $1,500,299 100% $1,500,299
1-Jul-24 1-Sep-25 $448,645,322 ($90,796,494) $357,848,828 $2.248 $8,044,442 ($6,300,420) $1,744,022 94% $1,639,381 100% $1,639,381
1-Jul-25 1-Sep-26 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,856,273) $1,891,981 94% $1,778,462 100% $1,778,462
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,820,875) $1,927,380 94% $1,811,737 100% $1,811,737
1-Jul-27 1-Sep-28 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,069,906) $2,678,348 94% $2,517,647 100% $2,517,647
1-Jul-28 1-Sep-29 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,789,975) $2,958,279 94% $2,780,782 100% $2,780,782
1-Jul-29 1-Sep-30 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,698,398) $3,049,856 94% $2,866,865 100% $2,866,865
1-Jul-30 1-Sep-31 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,606,822) $3,141,433 94% $2,952,947 100% $2,952,947
1-Jul-31 1-Sep-32 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,515,245) $3,233,010 94% $3,039,029 100% $3,039,029
1-Jul-32 1-Sep-33 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($5,423,668) $3,324,587 94% $3,125,112 100% $3,125,112
1-Jul-33 1-Sep-34 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-34 1-Sep-35 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-35 1-Sep-36 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-36 1-Sep-37 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-37 1-Sep-38 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-38 1-Sep-39 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-39 1-Sep-40 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-40 1-Sep-41 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-41 1-Sep-42 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-42 1-Sep-43 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-43 1-Sep-44 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-44 1-Sep-45 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-45 1-Sep-46 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-46 1-Sep-47 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-47 1-Sep-48 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-48 1-Sep-49 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-49 1-Sep-50 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
Total $239,221,811 ($63,125,393) $176,096,418 $165,530,633 $165,530,633

MuniCap, Inc.
(a)
See Appendix B-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendix B-4.d.
(e)
(f)
Assumes 100% of incremental tax revenues are available for the repayment of debt service.
B-40
C-191
APPENDIX B
Port Covington
Appendix B-5.b: Projected Tax Increment Revenue Available for Debt Service - Including Existing Tax Credits
Year Year Total Assessable Incremental Tax Rate Total Tax Total Sub-total Tax Collection Revenues after Available for Debt Service
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-21 1-Sep-22 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-22 1-Sep-23 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,080,918) $629,208 94% $591,456 100% $591,456
1-Jul-23 1-Sep-24 $417,336,922 ($90,796,494) $326,540,428 $2.248 $7,340,629 ($1,045,519) $6,295,110 94% $5,917,403 100% $5,917,403
1-Jul-24 1-Sep-25 $448,645,322 ($90,796,494) $357,848,828 $2.248 $8,044,442 ($1,010,120) $7,034,322 94% $6,612,262 100% $6,612,262
1-Jul-25 1-Sep-26 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($974,721) $7,773,533 94% $7,307,121 100% $7,307,121
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($939,322) $7,808,932 94% $7,340,396 100% $7,340,396
1-Jul-27 1-Sep-28 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($188,354) $8,559,900 94% $8,046,306 100% $8,046,306
1-Jul-28 1-Sep-29 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-29 1-Sep-30 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-30 1-Sep-31 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-31 1-Sep-32 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-32 1-Sep-33 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-33 1-Sep-34 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-34 1-Sep-35 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-35 1-Sep-36 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-36 1-Sep-37 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-37 1-Sep-38 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-38 1-Sep-39 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-39 1-Sep-40 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-40 1-Sep-41 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-41 1-Sep-42 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-42 1-Sep-43 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-43 1-Sep-44 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-44 1-Sep-45 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-45 1-Sep-46 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-46 1-Sep-47 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-47 1-Sep-48 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-48 1-Sep-49 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-49 1-Sep-50 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 $0 $8,748,254 94% $8,223,359 100% $8,223,359
Total $239,221,811 ($7,457,283) $231,764,528 $217,858,657 $217,858,657

MuniCap, Inc.
(a)
See Appendix B-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendices B-4.b and B-4.c. Includes tax credits on Under Armour Building 37, Rye Street Tavern, Sagamore Spirit Distillery and City Garage.
(e)
(f)
B-41
C-192
APPENDIX B
Port Covington
Appendix B-5.c Projected Tax Increment Revenue Available for Debt Service - Excluding Tax Credits
Tax Bond Estimated City City City Tax Increment Tax Increment Revenue
Year Year Total Assessable Incremental Tax Rate Incremental Collection Revenues after Available for Debt Service
Beginning Ending Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.)(c) Tax Revenues Rate(d) City Collection Percentage(e) Total
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519 100% $1,607,519
1-Jul-21 1-Sep-22 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519 100% $1,607,519
1-Jul-22 1-Sep-23 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519 100% $1,607,519
1-Jul-23 1-Sep-24 $417,336,922 ($90,796,494) $326,540,428 $2.248 $7,340,629 94% $6,900,191 100% $6,900,191
1-Jul-24 1-Sep-25 $448,645,322 ($90,796,494) $357,848,828 $2.248 $8,044,442 94% $7,561,775 100% $7,561,775
1-Jul-25 1-Sep-26 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-27 1-Sep-28 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-28 1-Sep-29 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-29 1-Sep-30 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-30 1-Sep-31 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-31 1-Sep-32 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-32 1-Sep-33 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-33 1-Sep-34 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-34 1-Sep-35 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-35 1-Sep-36 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-36 1-Sep-37 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-37 1-Sep-38 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-38 1-Sep-39 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-39 1-Sep-40 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-40 1-Sep-41 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-41 1-Sep-42 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-42 1-Sep-43 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-43 1-Sep-44 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-44 1-Sep-45 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-45 1-Sep-46 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-46 1-Sep-47 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-47 1-Sep-48 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-48 1-Sep-49 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-49 1-Sep-50 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
Total $239,221,811 $224,868,503 $224,868,503

MuniCap, Inc.
(a)
See Appendix B-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
(e)
B-42
C-193
APPENDIX B
Port Covington

C-194
APPENDIX B
Port Covington
Appendix B-6.a: Projected Payment of Debt Service and Debt Service Coverage - Including All Tax Credits

Beginning Ending Debt Service(a) Revenue(b) Debt Service Special Tax(C) Annual Cumulative Revenues Revenues
1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 $0 $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $564,904 ($45,269) $45,269 $0 $0 93% 100%
1-Jul-22 1-Sep-23 $684,247 $591,456 ($92,791) $92,791 $0 $0 86% 100%
1-Jul-23 1-Sep-24 $6,784,171 $1,500,299 ($5,283,871) $5,283,871 $0 $0 22% 100%
1-Jul-24 1-Sep-25 $6,911,480 $1,639,381 ($5,272,099) $5,272,099 $0 $0 24% 100%
1-Jul-25 1-Sep-26 $7,053,243 $1,778,462 ($5,274,781) $5,274,781 $0 $0 25% 100%
1-Jul-26 1-Sep-27 $7,188,806 $1,811,737 ($5,377,069) $5,377,069 $0 $0 25% 100%
1-Jul-27 1-Sep-28 $7,333,169 $2,517,647 ($4,815,522) $4,815,522 $0 $0 34% 100%
1-Jul-28 1-Sep-29 $7,480,842 $2,780,782 ($4,700,060) $4,700,060 $0 $0 37% 100%
1-Jul-29 1-Sep-30 $7,631,499 $2,866,865 ($4,764,634) $4,764,634 $0 $0 38% 100%
1-Jul-30 1-Sep-31 $7,779,812 $2,952,947 ($4,826,865) $4,826,865 $0 $0 38% 100%
1-Jul-31 1-Sep-32 $7,934,993 $3,039,029 ($4,895,964) $4,895,964 $0 $0 38% 100%
1-Jul-32 1-Sep-33 $8,089,536 $3,125,112 ($4,964,425) $4,964,425 $0 $0 39% 100%
1-Jul-33 1-Sep-34 $8,253,039 $8,223,359 ($29,680) $29,680 $0 $0 100% 100%
1-Jul-34 1-Sep-35 $8,419,698 $8,223,359 ($196,339) $196,339 $0 $0 98% 100%
1-Jul-35 1-Sep-36 $8,583,911 $8,223,359 ($360,552) $360,552 $0 $0 96% 100%
1-Jul-36 1-Sep-37 $8,755,276 $8,223,359 ($531,916) $531,916 $0 $0 94% 100%
1-Jul-37 1-Sep-38 $8,927,988 $8,223,359 ($704,629) $704,629 $0 $0 92% 100%
1-Jul-38 1-Sep-39 $9,106,446 $8,223,359 ($883,087) $883,087 $0 $0 90% 100%
1-Jul-39 1-Sep-40 $9,284,846 $8,223,359 ($1,061,487) $1,061,487 $0 $0 89% 100%
1-Jul-40 1-Sep-41 $9,472,585 $8,223,359 ($1,249,226) $1,249,226 $0 $0 87% 100%
1-Jul-41 1-Sep-42 $9,658,659 $8,223,359 ($1,435,300) $1,435,300 $0 $0 85% 100%
1-Jul-42 1-Sep-43 $9,847,464 $8,223,359 ($1,624,105) $1,624,105 $0 $0 84% 100%
1-Jul-43 1-Sep-44 $10,048,198 $8,223,359 ($1,824,839) $1,824,839 $0 $0 82% 100%
1-Jul-44 1-Sep-45 $10,244,654 $8,223,359 ($2,021,295) $2,021,295 $0 $0 80% 100%
1-Jul-45 1-Sep-46 $10,446,230 $8,223,359 ($2,222,871) $2,222,871 $0 $0 79% 100%
1-Jul-46 1-Sep-47 $10,651,922 $8,223,359 ($2,428,562) $2,428,562 $0 $0 77% 100%
1-Jul-47 1-Sep-48 $10,865,724 $8,223,359 ($2,642,364) $2,642,364 $0 $0 76% 100%
1-Jul-48 1-Sep-49 $11,081,431 $8,223,359 ($2,858,072) $2,858,072 $0 $0 74% 100%
1-Jul-49 1-Sep-50 $689,187 $8,223,359 $7,534,173 $0 $7,534,173 $7,534,173 1193% 1193%
Total $230,384,134 $165,530,633 ($64,853,501) $72,387,673 $7,534,173

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix B-5.a.
(c)
B-43
C-195
APPENDIX B
Port Covington
Appendix B-6.b: Projected Payment of Debt Service and Debt Service Coverage - Including Existing Tax Credits
Tax Bond Total Total Debt Service Coverage

Year Year Net Annual Tax Increment Required City Surplus/(Deficit) Tax Increment Pledged
Beginning Ending Debt Service(a) Revenue(b) Surplus/(Deficit) Special Tax(C) Annual Cumulative Revenues Revenues
1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 $0 $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $564,904 ($45,269) $45,269 $0 $0 93% 100%
1-Jul-22 1-Sep-23 $684,247 $591,456 ($92,791) $92,791 $0 $0 86% 100%
1-Jul-23 1-Sep-24 $6,784,171 $5,917,403 ($866,767) $866,767 $0 $0 87% 100%
1-Jul-24 1-Sep-25 $6,911,480 $6,612,262 ($299,218) $299,218 $0 $0 96% 100%
1-Jul-25 1-Sep-26 $7,053,243 $7,307,121 $253,878 $0 $253,878 $253,878 104% 104%
1-Jul-26 1-Sep-27 $7,188,806 $7,340,396 $151,590 $0 $151,590 $405,469 102% 102%
1-Jul-27 1-Sep-28 $7,333,169 $8,046,306 $713,137 $0 $713,137 $1,118,606 110% 110%
1-Jul-28 1-Sep-29 $7,480,842 $8,223,359 $742,517 $0 $742,517 $1,861,123 110% 110%
1-Jul-29 1-Sep-30 $7,631,499 $8,223,359 $591,860 $0 $591,860 $2,452,983 108% 108%
1-Jul-30 1-Sep-31 $7,779,812 $8,223,359 $443,547 $0 $443,547 $2,896,531 106% 106%
1-Jul-31 1-Sep-32 $7,934,993 $8,223,359 $288,366 $0 $288,366 $3,184,897 104% 104%
1-Jul-32 1-Sep-33 $8,089,536 $8,223,359 $133,823 $0 $133,823 $3,318,720 102% 102%
1-Jul-33 1-Sep-34 $8,253,039 $8,223,359 ($29,680) $29,680 $0 $3,318,720 100% 100%
1-Jul-34 1-Sep-35 $8,419,698 $8,223,359 ($196,339) $196,339 $0 $3,318,720 98% 100%
1-Jul-35 1-Sep-36 $8,583,911 $8,223,359 ($360,552) $360,552 $0 $3,318,720 96% 100%
1-Jul-36 1-Sep-37 $8,755,276 $8,223,359 ($531,916) $531,916 $0 $3,318,720 94% 100%
1-Jul-37 1-Sep-38 $8,927,988 $8,223,359 ($704,629) $704,629 $0 $3,318,720 92% 100%
1-Jul-38 1-Sep-39 $9,106,446 $8,223,359 ($883,087) $883,087 $0 $3,318,720 90% 100%
1-Jul-39 1-Sep-40 $9,284,846 $8,223,359 ($1,061,487) $1,061,487 $0 $3,318,720 89% 100%
1-Jul-40 1-Sep-41 $9,472,585 $8,223,359 ($1,249,226) $1,249,226 $0 $3,318,720 87% 100%
1-Jul-41 1-Sep-42 $9,658,659 $8,223,359 ($1,435,300) $1,435,300 $0 $3,318,720 85% 100%
1-Jul-42 1-Sep-43 $9,847,464 $8,223,359 ($1,624,105) $1,624,105 $0 $3,318,720 84% 100%
1-Jul-43 1-Sep-44 $10,048,198 $8,223,359 ($1,824,839) $1,824,839 $0 $3,318,720 82% 100%
1-Jul-44 1-Sep-45 $10,244,654 $8,223,359 ($2,021,295) $2,021,295 $0 $3,318,720 80% 100%
1-Jul-45 1-Sep-46 $10,446,230 $8,223,359 ($2,222,871) $2,222,871 $0 $3,318,720 79% 100%
1-Jul-46 1-Sep-47 $10,651,922 $8,223,359 ($2,428,562) $2,428,562 $0 $3,318,720 77% 100%
1-Jul-47 1-Sep-48 $10,865,724 $8,223,359 ($2,642,364) $2,642,364 $0 $3,318,720 76% 100%
1-Jul-48 1-Sep-49 $11,081,431 $8,223,359 ($2,858,072) $2,858,072 $0 $3,318,720 74% 100%
1-Jul-49 1-Sep-50 $689,187 $8,223,359 $7,534,173 $0 $7,534,173 $10,852,892 1193% 1193%
Total $230,384,134 $217,858,657 ($12,525,477) $23,378,370 $10,852,892

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix B-5.b.
(c)
B-44
C-196
APPENDIX B
Port Covington
Appendix B-6.c: Projected Payment of Debt Service and Debt Service Coverage - Excluding Tax Credits
Tax Bond Total Total Debt Service Coverage

Year Year Net Annual Tax Increment Required City Surplus/(Deficit) Tax Increment Pledged
Beginning Ending Debt Service(a) Revenue(b) Surplus/(Deficit) Special Tax(C) Annual Cumulative Revenues Revenues
1-Jul-20 1-Sep-21 $564,904 $1,607,519 $1,042,614 $0 $1,042,614 $1,042,614 285% 285%
1-Jul-21 1-Sep-22 $610,173 $1,607,519 $997,346 $0 $997,346 $2,039,960 263% 263%
1-Jul-22 1-Sep-23 $684,247 $1,607,519 $923,272 $0 $923,272 $2,963,232 235% 235%
1-Jul-23 1-Sep-24 $6,784,171 $6,900,191 $116,020 $0 $116,020 $3,079,252 102% 102%
1-Jul-24 1-Sep-25 $6,911,480 $7,561,775 $650,295 $0 $650,295 $3,729,547 109% 109%
1-Jul-25 1-Sep-26 $7,053,243 $8,223,359 $1,170,116 $0 $1,170,116 $4,899,663 117% 117%
1-Jul-26 1-Sep-27 $7,188,806 $8,223,359 $1,034,553 $0 $1,034,553 $5,934,217 114% 114%
1-Jul-27 1-Sep-28 $7,333,169 $8,223,359 $890,190 $0 $890,190 $6,824,407 112% 112%
1-Jul-28 1-Sep-29 $7,480,842 $8,223,359 $742,517 $0 $742,517 $7,566,924 110% 110%
1-Jul-29 1-Sep-30 $7,631,499 $8,223,359 $591,860 $0 $591,860 $8,158,784 108% 108%
1-Jul-30 1-Sep-31 $7,779,812 $8,223,359 $443,547 $0 $443,547 $8,602,332 106% 106%
1-Jul-31 1-Sep-32 $7,934,993 $8,223,359 $288,366 $0 $288,366 $8,890,698 104% 104%
1-Jul-32 1-Sep-33 $8,089,536 $8,223,359 $133,823 $0 $133,823 $9,024,521 102% 102%
1-Jul-33 1-Sep-34 $8,253,039 $8,223,359 ($29,680) $29,680 $0 $9,024,521 100% 100%
1-Jul-34 1-Sep-35 $8,419,698 $8,223,359 ($196,339) $196,339 $0 $9,024,521 98% 100%
1-Jul-35 1-Sep-36 $8,583,911 $8,223,359 ($360,552) $360,552 $0 $9,024,521 96% 100%
1-Jul-36 1-Sep-37 $8,755,276 $8,223,359 ($531,916) $531,916 $0 $9,024,521 94% 100%
1-Jul-37 1-Sep-38 $8,927,988 $8,223,359 ($704,629) $704,629 $0 $9,024,521 92% 100%
1-Jul-38 1-Sep-39 $9,106,446 $8,223,359 ($883,087) $883,087 $0 $9,024,521 90% 100%
1-Jul-39 1-Sep-40 $9,284,846 $8,223,359 ($1,061,487) $1,061,487 $0 $9,024,521 89% 100%
1-Jul-40 1-Sep-41 $9,472,585 $8,223,359 ($1,249,226) $1,249,226 $0 $9,024,521 87% 100%
1-Jul-41 1-Sep-42 $9,658,659 $8,223,359 ($1,435,300) $1,435,300 $0 $9,024,521 85% 100%
1-Jul-42 1-Sep-43 $9,847,464 $8,223,359 ($1,624,105) $1,624,105 $0 $9,024,521 84% 100%
1-Jul-43 1-Sep-44 $10,048,198 $8,223,359 ($1,824,839) $1,824,839 $0 $9,024,521 82% 100%
1-Jul-44 1-Sep-45 $10,244,654 $8,223,359 ($2,021,295) $2,021,295 $0 $9,024,521 80% 100%
1-Jul-45 1-Sep-46 $10,446,230 $8,223,359 ($2,222,871) $2,222,871 $0 $9,024,521 79% 100%
1-Jul-46 1-Sep-47 $10,651,922 $8,223,359 ($2,428,562) $2,428,562 $0 $9,024,521 77% 100%
1-Jul-47 1-Sep-48 $10,865,724 $8,223,359 ($2,642,364) $2,642,364 $0 $9,024,521 76% 100%
1-Jul-48 1-Sep-49 $11,081,431 $8,223,359 ($2,858,072) $2,858,072 $0 $9,024,521 74% 100%
1-Jul-49 1-Sep-50 $689,187 $8,223,359 $7,534,173 $0 $7,534,173 $16,558,693 1193% 1193%
Total $230,384,134 $224,868,503 ($5,515,632) $22,074,325 $16,558,693

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
C-197
APPENDIX C
Port Covington
SCENARIO C
10% REDUCTION IN ASSESSED VALUES

FOR ASSESSMENT YEAR BEGINNING JANUARY 1, 2021
ASSESSED VALUES REMAIN DEPRESSED UNTIL 2023

(THE DURATION OF THE 2021 TRIENNIAL REASSESSMENT)
PROPERTY VALUES REVERT TO PRE-PANDEMIC LEVELS

AS OF THE TRIENNIAL REASSESSMENT TO OCCUR JANUARY 1, 2024
PROPERTY VALUES INCREASE AT A 2% ANNUAL

RATE OF INFLATION COMMENCING AS OF THE
TRIENNIAL REASSESSMENT TO OCCUR JANUARY 1, 2027
C-198
APPENDIX C
Port Covington
Appendix C-1: Summary of Development

(a) (b)
(c)
Baltimore Sun Building (c) Complete - - 256,033 - - $90 $23,013,900

(c)
AFP Building Complete - - 43,260 - - $141 $6,082,200
(c)
Schuster Concrete Building (c) Complete - - 97,097 - - $66 $6,440,400

(c)
Dog Resort Complete - - 13,370 - - $377 $5,042,800
(c)
(c)
UnderArmour (Building 37) Complete - - 130,210 - - $320 $41,640,800
(d)
E12
Rye Street Tavern (c) Complete - - 12,966 - - $258 $3,347,400
(c)
Sub-total E12 62,854 $10,929,900
(c)
City Garage Complete - - 141,036 - - $78 $11,000,000
E6
Retail - in-line 2022 - - 15,835 - - $210 $3,326,744

Sub-total E6 254 292,740 $66,189,559
E5B
Retail - in-line 2022 - - 5,780 - - $210 $1,214,309

Sub-total E5B 121 132,455 $35,478,807
E5A
Office 2022 - - 211,739 - - $284 $60,173,930
Retail - in-line 2022 - - 9,542 - - $210 $2,004,660
Parking 2022 - - - 22 - - $0
Sub-total E5A - 221,281 22 $62,178,590
E7
Office 2022 - - 227,824 - - $284 $64,745,113
Retail - in-line 2022 - - 44,682 - - $210 $9,387,154
Sub-total E7 272,506 $74,132,267
E1
Retail - in-line 2022 - - 8,127 - - $210 $1,707,436

Retail - grocery 2022 - - 32,276 - - $147 $4,748,230
Parking 2022 - - - 1,023 $25,547 - $26,134,656

Sub-total E1 162 223,098 1,023 $75,104,776

MuniCap, Inc.
(a)
Provided by BUR. See appendices C-2.a, C-2.b and C-2.c.
(b)
(c)
(d)
C-1
C-199
APPENDIX C
Port Covington
Appendix C-2.a: Projected Absorption - (Existing Port Covington Development)(a)

31-Dec-19 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-20 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-21 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-22 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-23 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-24 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-25 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-26 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-27 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-28 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-29 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-30 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-31 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-32 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-33 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-34 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-35 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-36 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-37 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-38 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-39 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-40 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-41 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-42 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-43 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-44 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-45 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-46 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-47 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
31-Dec-48 0 4,623 0 256,033 0 43,260 0 143,040 0 97,097 0 13,370 0 7 0 9,970 0 130,210
Total 4,623 256,033 43,260 143,040 97,097 13,370 7 9,970 130,210

MuniCap, Inc.
(a)
Provided by BUR.
C-2
C-200
APPENDIX C
Port Covington
Appendix C-2.b: Projected Absorption - (Chapter 1A Development)(a)
Development E12
31-Dec-19 0 12,966 0 49,888 0 141,036
31-Dec-20 0 12,966 0 49,888 0 141,036
31-Dec-21 0 12,966 0 49,888 0 141,036
31-Dec-22 0 12,966 0 49,888 0 141,036
31-Dec-23 0 12,966 0 49,888 0 141,036
31-Dec-24 0 12,966 0 49,888 0 141,036
31-Dec-25 0 12,966 0 49,888 0 141,036
31-Dec-26 0 12,966 0 49,888 0 141,036
31-Dec-27 0 12,966 0 49,888 0 141,036
31-Dec-28 0 12,966 0 49,888 0 141,036
31-Dec-29 0 12,966 0 49,888 0 141,036
31-Dec-30 0 12,966 0 49,888 0 141,036
31-Dec-31 0 12,966 0 49,888 0 141,036
31-Dec-32 0 12,966 0 49,888 0 141,036
31-Dec-33 0 12,966 0 49,888 0 141,036
31-Dec-34 0 12,966 0 49,888 0 141,036
31-Dec-35 0 12,966 0 49,888 0 141,036
31-Dec-36 0 12,966 0 49,888 0 141,036
31-Dec-37 0 12,966 0 49,888 0 141,036
31-Dec-38 0 12,966 0 49,888 0 141,036
31-Dec-39 0 12,966 0 49,888 0 141,036
31-Dec-40 0 12,966 0 49,888 0 141,036
31-Dec-41 0 12,966 0 49,888 0 141,036
31-Dec-42 0 12,966 0 49,888 0 141,036
31-Dec-43 0 12,966 0 49,888 0 141,036
31-Dec-44 0 12,966 0 49,888 0 141,036
31-Dec-45 0 12,966 0 49,888 0 141,036
31-Dec-46 0 12,966 0 49,888 0 141,036
31-Dec-47 0 12,966 0 49,888 0 141,036
31-Dec-48 0 12,966 0 49,888 0 141,036
Total 12,966 49,888 141,036

MuniCap, Inc.
(a)
Provided by BUR. C-3
C-201
APPENDIX C
Port Covington
Appendix C-2.c: Projected Absorption - (Chapter 1B Development)(a)
E6 E5B
31-Dec-19 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-22 200 200 218,035 218,035 54 54 58,870 58,870 15,835 15,835 20 20 20,938 20,938 101 101 105,737 105,737 5,780 5,780
31-Dec-23 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-24 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-25 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-26 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-27 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-28 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-29 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-30 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-31 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-32 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-33 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-34 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-35 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-36 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-37 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-38 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-39 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-40 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-41 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-42 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-43 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-44 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-45 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-46 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-47 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
31-Dec-48 0 200 0 218,035 0 54 0 58,870 0 15,835 0 20 0 20,938 0 101 0 105,737 0 5,780
Total 200 218,035 54 58,870 15,835 20 20,938 101 105,737 5,780

MuniCap, Inc.
(a)
Provided by BUR.
C-4
C-202
APPENDIX C
Port Covington
Appendix C-2.c: Projected Absorption - (Chapter 1B Development), continued(a)
Development E5A E7
31-Dec-19 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0
31-Dec-22 211,739 211,739 9,542 9,542 227,824 227,824 44,682 44,682
31-Dec-23 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-24 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-25 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-26 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-27 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-28 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-29 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-30 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-31 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-32 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-33 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-34 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-35 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-36 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-37 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-38 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-39 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-40 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-41 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-42 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-43 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-44 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-45 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-46 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-47 0 211,739 0 9,542 0 227,824 0 44,682
31-Dec-48 0 211,739 0 9,542 0 227,824 0 44,682
Total 211,739 9,542 227,824 44,682

MuniCap, Inc.
(a)
C-203
APPENDIX C
Port Covington
Appendix C-2.c: Projected Absorption - (Chapter 1B Development), continued(a)
E1
31-Dec-19 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-20 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-21 0 0 0 0 0 0 0 0 0 0 0 0 0 0
31-Dec-22 127 127 143,224 143,224 35 35 39,471 39,471 8,127 8,127 32,276 32,276 1,023 1,023
31-Dec-23 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-24 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-25 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-26 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-27 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-28 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-29 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-30 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-31 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-32 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-33 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-34 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-35 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-36 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-37 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-38 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-39 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-40 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-41 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-42 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-43 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-44 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-45 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-46 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-47 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
31-Dec-48 0 127 0 143,224 0 35 0 39,471 0 8,127 0 32,276 0 1,023
Total 127 143,224 35 39,471 8,127 32,276 1,023

MuniCap, Inc.
(a)
C-204
APPENDIX C
Port Covington
C-205
APPENDIX C
Port Covington
Appendix C-3.a: Projected Assessed Value - (Existing Port Covington Development)

Year Year Year Impact Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 4,623 $934 100% $934 $4,320,000 256,033 $81 100% $81 $20,712,510
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 4,623 $934 100% $934 $4,320,000 256,033 $81 100% $81 $20,712,510
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 4,623 $934 100% $934 $4,320,000 256,033 $81 100% $81 $20,712,510
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 4,623 $969 100% $969 $4,480,000 256,033 $84 100% $84 $21,479,640
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 4,623 $1,004 100% $1,004 $4,640,000 256,033 $87 100% $87 $22,246,770
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 4,623 $1,038 100% $1,038 $4,800,000 256,033 $90 100% $90 $23,013,900
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 4,623 $1,059 100% $1,059 $4,896,000 256,033 $92 100% $92 $23,474,178
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 4,623 $1,080 100% $1,080 $4,993,920 256,033 $94 100% $94 $23,943,662
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 4,623 $1,102 100% $1,102 $5,093,798 256,033 $95 100% $95 $24,422,535
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 4,623 $1,124 100% $1,124 $5,195,674 256,033 $97 100% $97 $24,910,985
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 4,623 $1,146 100% $1,146 $5,299,588 256,033 $99 100% $99 $25,409,205
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 4,623 $1,169 100% $1,169 $5,405,580 256,033 $101 100% $101 $25,917,389
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 4,623 $1,193 100% $1,193 $5,513,691 256,033 $103 100% $103 $26,435,737
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 4,623 $1,217 100% $1,217 $5,623,965 256,033 $105 100% $105 $26,964,452
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 4,623 $1,241 100% $1,241 $5,736,444 256,033 $107 100% $107 $27,503,741
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 4,623 $1,266 100% $1,266 $5,851,173 256,033 $110 100% $110 $28,053,816
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 4,623 $1,291 100% $1,291 $5,968,197 256,033 $112 100% $112 $28,614,892
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 4,623 $1,317 100% $1,317 $6,087,561 256,033 $114 100% $114 $29,187,190
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 4,623 $1,343 100% $1,343 $6,209,312 256,033 $116 100% $116 $29,770,934
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 4,623 $1,370 100% $1,370 $6,333,498 256,033 $119 100% $119 $30,366,352
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 4,623 $1,397 100% $1,397 $6,460,168 256,033 $121 100% $121 $30,973,679
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 4,623 $1,425 100% $1,425 $6,589,371 256,033 $123 100% $123 $31,593,153
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 4,623 $1,454 100% $1,454 $6,721,159 256,033 $126 100% $126 $32,225,016
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 4,623 $1,483 100% $1,483 $6,855,582 256,033 $128 100% $128 $32,869,516
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 4,623 $1,513 100% $1,513 $6,992,694 256,033 $131 100% $131 $33,526,907
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 4,623 $1,543 100% $1,543 $7,132,548 256,033 $134 100% $134 $34,197,445
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 4,623 $1,574 100% $1,574 $7,275,198 256,033 $136 100% $136 $34,881,394
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 4,623 $1,605 100% $1,605 $7,420,702 256,033 $139 100% $139 $35,579,022
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 4,623 $1,637 100% $1,637 $7,569,116 256,033 $142 100% $142 $36,290,602
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value will occur
over the following three years. Assumes 2% annual inflation rate thereafter.
(b)
See Appendix C-2.a.
(c)
See Appendix C-1.
(d)
C-7
C-206
APPENDIX C
Port Covington
Appendix C-3.a: Projected Assessed Value - (Existing Port Covington Development), continued

31-Dec-19 1-Jul-20 1-Sep-21 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 43,260 $127 100% $127 $5,473,980 143,040 $94 100% $94 $13,500,000
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 43,260 $127 100% $127 $5,473,980 143,040 $94 100% $94 $13,500,000
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 43,260 $127 100% $127 $5,473,980 143,040 $94 100% $94 $13,500,000
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 43,260 $131 100% $131 $5,676,720 143,040 $98 100% $98 $14,000,000
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 43,260 $136 100% $136 $5,879,460 143,040 $101 100% $101 $14,500,000
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 43,260 $141 100% $141 $6,082,200 143,040 $105 100% $105 $15,000,000
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 43,260 $143 100% $143 $6,203,844 143,040 $107 100% $107 $15,300,000
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 43,260 $146 100% $146 $6,327,921 143,040 $109 100% $109 $15,606,000
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 43,260 $149 100% $149 $6,454,479 143,040 $111 100% $111 $15,918,120
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 43,260 $152 100% $152 $6,583,569 143,040 $114 100% $114 $16,236,482
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 43,260 $155 100% $155 $6,715,240 143,040 $116 100% $116 $16,561,212
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 43,260 $158 100% $158 $6,849,545 143,040 $118 100% $118 $16,892,436
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 43,260 $162 100% $162 $6,986,536 143,040 $120 100% $120 $17,230,285
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 43,260 $165 100% $165 $7,126,267 143,040 $123 100% $123 $17,574,891
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 43,260 $168 100% $168 $7,268,792 143,040 $125 100% $125 $17,926,389
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 43,260 $171 100% $171 $7,414,168 143,040 $128 100% $128 $18,284,916
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 43,260 $175 100% $175 $7,562,451 143,040 $130 100% $130 $18,650,615
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 43,260 $178 100% $178 $7,713,700 143,040 $133 100% $133 $19,023,627
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 43,260 $182 100% $182 $7,867,974 143,040 $136 100% $136 $19,404,099
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 43,260 $186 100% $186 $8,025,334 143,040 $138 100% $138 $19,792,181
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 43,260 $189 100% $189 $8,185,840 143,040 $141 100% $141 $20,188,025
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 43,260 $193 100% $193 $8,349,557 143,040 $144 100% $144 $20,591,786
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 43,260 $197 100% $197 $8,516,548 143,040 $147 100% $147 $21,003,621
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 43,260 $201 100% $201 $8,686,879 143,040 $150 100% $150 $21,423,694
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 43,260 $205 100% $205 $8,860,617 143,040 $153 100% $153 $21,852,168
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 43,260 $209 100% $209 $9,037,829 143,040 $156 100% $156 $22,289,211
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 43,260 $213 100% $213 $9,218,586 143,040 $159 100% $159 $22,734,995
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 43,260 $217 100% $217 $9,402,958 143,040 $162 100% $162 $23,189,695
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 43,260 $222 100% $222 $9,591,017 143,040 $165 100% $165 $23,653,489
MuniCap, Inc.
(a)
(b)
See Appendix C-2.a.
(c)
See Appendix C-1.
(d)
C-8
C-207
APPENDIX C
Port Covington

(a) (b) (c) (d) (b) (c) (d)
Ending Beginning Ending Factor GSF GSF Percentage Value Per GSF Assessed Value GSF GSF Percentage Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 97,097 $60 100% $60 $5,796,360 13,370 $339 100% $339 $4,538,520
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 97,097 $60 100% $60 $5,796,360 13,370 $339 100% $339 $4,538,520
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 97,097 $60 100% $60 $5,796,360 13,370 $339 100% $339 $4,538,520
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 97,097 $62 100% $62 $6,011,040 13,370 $352 100% $352 $4,706,613
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 97,097 $64 100% $64 $6,225,720 13,370 $365 100% $365 $4,874,707
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 97,097 $66 100% $66 $6,440,400 13,370 $377 100% $377 $5,042,800
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 97,097 $68 100% $68 $6,569,208 13,370 $385 100% $385 $5,143,656
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 97,097 $69 100% $69 $6,700,592 13,370 $392 100% $392 $5,246,529
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 97,097 $70 100% $70 $6,834,604 13,370 $400 100% $400 $5,351,460
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 97,097 $72 100% $72 $6,971,296 13,370 $408 100% $408 $5,458,489
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 97,097 $73 100% $73 $7,110,722 13,370 $416 100% $416 $5,567,659
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 97,097 $75 100% $75 $7,252,936 13,370 $425 100% $425 $5,679,012
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 97,097 $76 100% $76 $7,397,995 13,370 $433 100% $433 $5,792,592
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 97,097 $78 100% $78 $7,545,955 13,370 $442 100% $442 $5,908,444
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 97,097 $79 100% $79 $7,696,874 13,370 $451 100% $451 $6,026,613
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 97,097 $81 100% $81 $7,850,812 13,370 $460 100% $460 $6,147,145
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 97,097 $82 100% $82 $8,007,828 13,370 $469 100% $469 $6,270,088
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 97,097 $84 100% $84 $8,167,984 13,370 $478 100% $478 $6,395,490
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 97,097 $86 100% $86 $8,331,344 13,370 $488 100% $488 $6,523,400
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 97,097 $88 100% $88 $8,497,971 13,370 $498 100% $498 $6,653,868
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 97,097 $89 100% $89 $8,667,930 13,370 $508 100% $508 $6,786,945
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 97,097 $91 100% $91 $8,841,289 13,370 $518 100% $518 $6,922,684
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 97,097 $93 100% $93 $9,018,115 13,370 $528 100% $528 $7,061,137
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 97,097 $95 100% $95 $9,198,477 13,370 $539 100% $539 $7,202,360
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 97,097 $97 100% $97 $9,382,447 13,370 $549 100% $549 $7,346,407
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 97,097 $99 100% $99 $9,570,096 13,370 $560 100% $560 $7,493,336
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 97,097 $101 100% $101 $9,761,498 13,370 $572 100% $572 $7,643,202
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 97,097 $103 100% $103 $9,956,727 13,370 $583 100% $583 $7,796,066
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 97,097 $105 100% $105 $10,155,862 13,370 $595 100% $595 $7,951,988
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value
will occur over the following three years. Assumes 2% annual inflation rate thereafter.
(b)
See Appendix C-2.a.
(c)
See Appendix C-1.
(d)
C-9
C-208
APPENDIX C
Port Covington
Year Year Year Impact Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Developed Value Existing Port
(a) (b) (c) (d) (b) (c) (d) (c) (d)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 7 $118,749 100% $118,749 $831,240 130,210 $288 100% $288 $37,476,720 $1,667,790 $94,317,120
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 7 $118,749 100% $118,749 $831,240 130,210 $288 100% $288 $37,476,720 $1,667,790 $94,317,120
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 7 $118,749 100% $118,749 $831,240 130,210 $288 100% $288 $37,476,720 $1,667,790 $94,317,120
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 7 $123,147 100% $123,147 $862,027 130,210 $298 100% $298 $38,864,747 $1,729,560 $97,810,347
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 7 $127,545 100% $127,545 $892,813 130,210 $309 100% $309 $40,252,773 $1,791,330 $101,303,573
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 7 $131,943 100% $131,943 $923,600 130,210 $320 100% $320 $41,640,800 $1,853,100 $104,796,800
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 7 $134,582 100% $134,582 $942,072 130,210 $326 100% $326 $42,473,616 $1,890,162 $106,892,736
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 7 $137,273 100% $137,273 $960,913 130,210 $333 100% $333 $43,323,088 $1,927,965 $109,030,591
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 7 $140,019 100% $140,019 $980,132 130,210 $339 100% $339 $44,189,550 $1,966,525 $111,211,203
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 7 $142,819 100% $142,819 $999,734 130,210 $346 100% $346 $45,073,341 $2,005,855 $113,435,427
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 7 $145,676 100% $145,676 $1,019,729 130,210 $353 100% $353 $45,974,808 $2,045,972 $115,704,135
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 7 $148,589 100% $148,589 $1,040,124 130,210 $360 100% $360 $46,894,304 $2,086,892 $118,018,218
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 7 $151,561 100% $151,561 $1,060,926 130,210 $367 100% $367 $47,832,190 $2,128,629 $120,378,582
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 7 $154,592 100% $154,592 $1,082,145 130,210 $375 100% $375 $48,788,834 $2,171,202 $122,786,154
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 7 $157,684 100% $157,684 $1,103,787 130,210 $382 100% $382 $49,764,611 $2,214,626 $125,241,877
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 7 $160,838 100% $160,838 $1,125,863 130,210 $390 100% $390 $50,759,903 $2,258,919 $127,746,714
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 7 $164,054 100% $164,054 $1,148,381 130,210 $398 100% $398 $51,775,101 $2,304,097 $130,301,649
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 7 $167,335 100% $167,335 $1,171,348 130,210 $406 100% $406 $52,810,603 $2,350,179 $132,907,682
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 7 $170,682 100% $170,682 $1,194,775 130,210 $414 100% $414 $53,866,815 $2,397,182 $135,565,835
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 7 $174,096 100% $174,096 $1,218,671 130,210 $422 100% $422 $54,944,151 $2,445,126 $138,277,152
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 7 $177,578 100% $177,578 $1,243,044 130,210 $430 100% $430 $56,043,034 $2,494,029 $141,042,695
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 7 $181,129 100% $181,129 $1,267,905 130,210 $439 100% $439 $57,163,895 $2,543,909 $143,863,549
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 7 $184,752 100% $184,752 $1,293,263 130,210 $448 100% $448 $58,307,173 $2,594,787 $146,740,820
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 7 $188,447 100% $188,447 $1,319,128 130,210 $457 100% $457 $59,473,316 $2,646,683 $149,675,636
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 7 $192,216 100% $192,216 $1,345,511 130,210 $466 100% $466 $60,662,783 $2,699,617 $152,669,149
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 7 $196,060 100% $196,060 $1,372,421 130,210 $475 100% $475 $61,876,038 $2,753,609 $155,722,532
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 7 $199,981 100% $199,981 $1,399,869 130,210 $485 100% $485 $63,113,559 $2,808,681 $158,836,983
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 7 $203,981 100% $203,981 $1,427,867 130,210 $494 100% $494 $64,375,830 $2,864,855 $162,013,722
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 7 $208,061 100% $208,061 $1,456,424 130,210 $504 100% $504 $65,663,347 $2,922,152 $165,253,997
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value will occur over the following three years. Assumes 2%
annual inflation rate thereafter.
(b)
See Appendix C-2.a.
(c)
See Appendix C-1.
(d)
C-10
C-209
APPENDIX C
Port Covington
Appendix C-3.b: Projected Assessed Value - (Chapter 1A Development)
E12
(a)
GSF(b) (c) (d) (b) (c) (d)
Ending Beginning Ending Factor GSF Percentage Value Per GSF Assessed Value GSF GSF Percentage Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 12,966 $232 100% $232 $3,012,660 49,888 $137 100% $137 $6,824,250
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 12,966 $232 100% $232 $3,012,660 49,888 $137 100% $137 $6,824,250
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 12,966 $232 100% $232 $3,012,660 49,888 $137 100% $137 $6,824,250
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 12,966 $241 100% $241 $3,124,240 49,888 $142 100% $142 $7,077,000
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 12,966 $250 100% $250 $3,235,820 49,888 $147 100% $147 $7,329,750
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 12,966 $258 100% $258 $3,347,400 49,888 $152 100% $152 $7,582,500
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 12,966 $263 100% $263 $3,414,348 49,888 $155 100% $155 $7,734,150
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 12,966 $269 100% $269 $3,482,635 49,888 $158 100% $158 $7,888,833
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 12,966 $274 100% $274 $3,552,288 49,888 $161 100% $161 $8,046,610
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 12,966 $279 100% $279 $3,623,333 49,888 $165 100% $165 $8,207,542
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 12,966 $285 100% $285 $3,695,800 49,888 $168 100% $168 $8,371,693
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 12,966 $291 100% $291 $3,769,716 49,888 $171 100% $171 $8,539,127
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 12,966 $297 100% $297 $3,845,110 49,888 $175 100% $175 $8,709,909
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 12,966 $302 100% $302 $3,922,013 49,888 $178 100% $178 $8,884,107
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 12,966 $309 100% $309 $4,000,453 49,888 $182 100% $182 $9,061,789
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 12,966 $315 100% $315 $4,080,462 49,888 $185 100% $185 $9,243,025
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 12,966 $321 100% $321 $4,162,071 49,888 $189 100% $189 $9,427,886
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 12,966 $327 100% $327 $4,245,313 49,888 $193 100% $193 $9,616,443
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 12,966 $334 100% $334 $4,330,219 49,888 $197 100% $197 $9,808,772
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 12,966 $341 100% $341 $4,416,823 49,888 $201 100% $201 $10,004,948
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 12,966 $347 100% $347 $4,505,160 49,888 $205 100% $205 $10,205,047
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 12,966 $354 100% $354 $4,595,263 49,888 $209 100% $209 $10,409,148
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 12,966 $361 100% $361 $4,687,168 49,888 $213 100% $213 $10,617,331
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 12,966 $369 100% $369 $4,780,911 49,888 $217 100% $217 $10,829,677
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 12,966 $376 100% $376 $4,876,530 49,888 $221 100% $221 $11,046,271
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 12,966 $384 100% $384 $4,974,060 49,888 $226 100% $226 $11,267,196
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 12,966 $391 100% $391 $5,073,542 49,888 $230 100% $230 $11,492,540
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 12,966 $399 100% $399 $5,175,012 49,888 $235 100% $235 $11,722,391
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 12,966 $407 100% $407 $5,278,513 49,888 $240 100% $240 $11,956,839
MuniCap, Inc.
(a)
(b)
See Appendix C-2.b.
(c)
See Appendix C-1.
(d)
C-11
C-210
APPENDIX C
Port Covington
Appendix C-3.b: Projected Assessed Value - (Chapter 1A Development), continued

Year Year Year Impact Value Per Phase-In Phased-In Projected Projected Assessed Value
Ending Beginning Ending Factor(a) GSF(b) GSF(c) Percentage Value Per GSF Assessed Value(d) Chapter 1A Development
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 141,036 $70 100% $70 $9,900,000 $19,736,910
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 141,036 $70 100% $70 $9,900,000 $19,736,910
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 141,036 $70 100% $70 $9,900,000 $19,736,910
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 141,036 $73 100% $73 $10,266,667 $20,467,907
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 141,036 $75 100% $75 $10,633,333 $21,198,903
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 141,036 $78 100% $78 $11,000,000 $21,929,900
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 141,036 $80 100% $80 $11,220,000 $22,368,498
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 141,036 $81 100% $81 $11,444,400 $22,815,868
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 141,036 $83 100% $83 $11,673,288 $23,272,185
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 141,036 $84 100% $84 $11,906,754 $23,737,629
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 141,036 $86 100% $86 $12,144,889 $24,212,382
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 141,036 $88 100% $88 $12,387,787 $24,696,629
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 141,036 $90 100% $90 $12,635,542 $25,190,562
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 141,036 $91 100% $91 $12,888,253 $25,694,373
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 141,036 $93 100% $93 $13,146,018 $26,208,261
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 141,036 $95 100% $95 $13,408,939 $26,732,426
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 141,036 $97 100% $97 $13,677,117 $27,267,074
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 141,036 $99 100% $99 $13,950,660 $27,812,416
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 141,036 $101 100% $101 $14,229,673 $28,368,664
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 141,036 $103 100% $103 $14,514,266 $28,936,037
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 141,036 $105 100% $105 $14,804,552 $29,514,758
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 141,036 $107 100% $107 $15,100,643 $30,105,053
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 141,036 $109 100% $109 $15,402,656 $30,707,154
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 141,036 $111 100% $111 $15,710,709 $31,321,297
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 141,036 $114 100% $114 $16,024,923 $31,947,723
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 141,036 $116 100% $116 $16,345,421 $32,586,678
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 141,036 $118 100% $118 $16,672,330 $33,238,411
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 141,036 $121 100% $121 $17,005,776 $33,903,180
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 141,036 $123 100% $123 $17,345,892 $34,581,243
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1,
2024 reassessment. Increase in assessed value will occur over the following three years. Assumes 2% annual inflation rate thereafter.
(b)
See Appendix C-2.b.
(c)
See Appendix C-1.
(d)
C-12
C-211
APPENDIX C
Port Covington
Appendix C-3.c: Projected Assessed Value - (Chapter 1B Development)
E6
Apartments
Year Year Year Impact Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected
Factor(a)
(b)
(b)
Ending Beginning Ending Units GSF GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284,110 0% $0 $0 0 $111,866 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 0 $255,699 0% $0 $0 0 $100,679 0% $0 $0 0 $189 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 0 $255,699 0% $0 $0 0 $100,679 0% $0 $0 0 $189 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 200 $255,699 80% $204,559 $40,911,887 54 $100,679 80% $80,543 $4,349,340 15,835 $189 80% $151 $2,395,256
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 200 $265,170 90% $238,653 $47,730,535 54 $104,408 90% $93,967 $5,074,230 15,835 $196 90% $176 $2,794,465
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 200 $274,640 100% $274,640 $54,927,996 54 $108,137 100% $108,137 $5,839,391 15,835 $203 100% $203 $3,215,853
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 200 $284,110 100% $284,110 $56,822,065 54 $111,866 100% $111,866 $6,040,750 15,835 $210 100% $210 $3,326,744
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 200 $289,793 100% $289,793 $57,958,506 54 $114,103 100% $114,103 $6,161,565 15,835 $214 100% $214 $3,393,279
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 200 $295,588 100% $295,588 $59,117,676 54 $116,385 100% $116,385 $6,284,796 15,835 $219 100% $219 $3,461,145
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 200 $301,500 100% $301,500 $60,300,030 54 $118,713 100% $118,713 $6,410,492 15,835 $223 100% $223 $3,530,367
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 200 $307,530 100% $307,530 $61,506,030 54 $121,087 100% $121,087 $6,538,702 15,835 $227 100% $227 $3,600,975
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 200 $313,681 100% $313,681 $62,736,151 54 $123,509 100% $123,509 $6,669,476 15,835 $232 100% $232 $3,672,994
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 200 $319,954 100% $319,954 $63,990,874 54 $125,979 100% $125,979 $6,802,865 15,835 $237 100% $237 $3,746,454
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 200 $326,353 100% $326,353 $65,270,692 54 $128,499 100% $128,499 $6,938,922 15,835 $241 100% $241 $3,821,383
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 200 $332,881 100% $332,881 $66,576,105 54 $131,069 100% $131,069 $7,077,701 15,835 $246 100% $246 $3,897,811
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 200 $339,538 100% $339,538 $67,907,628 54 $133,690 100% $133,690 $7,219,255 15,835 $251 100% $251 $3,975,767
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 200 $346,329 100% $346,329 $69,265,780 54 $136,364 100% $136,364 $7,363,640 15,835 $256 100% $256 $4,055,283
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 200 $353,255 100% $353,255 $70,651,096 54 $139,091 100% $139,091 $7,510,913 15,835 $261 100% $261 $4,136,388
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 200 $360,321 100% $360,321 $72,064,118 54 $141,873 100% $141,873 $7,661,131 15,835 $266 100% $266 $4,219,116
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 200 $367,527 100% $367,527 $73,505,400 54 $144,710 100% $144,710 $7,814,354 15,835 $272 100% $272 $4,303,498
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 200 $374,878 100% $374,878 $74,975,508 54 $147,604 100% $147,604 $7,970,641 15,835 $277 100% $277 $4,389,568
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 200 $382,375 100% $382,375 $76,475,018 54 $150,557 100% $150,557 $8,130,054 15,835 $283 100% $283 $4,477,360
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 200 $390,023 100% $390,023 $78,004,518 54 $153,568 100% $153,568 $8,292,655 15,835 $288 100% $288 $4,566,907
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 200 $397,823 100% $397,823 $79,564,609 54 $156,639 100% $156,639 $8,458,508 15,835 $294 100% $294 $4,658,245
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 200 $405,780 100% $405,780 $81,155,901 54 $159,772 100% $159,772 $8,627,678 15,835 $300 100% $300 $4,751,410
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 200 $413,895 100% $413,895 $82,779,019 54 $162,967 100% $162,967 $8,800,231 15,835 $306 100% $306 $4,846,438
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 200 $422,173 100% $422,173 $84,434,599 54 $166,227 100% $166,227 $8,976,236 15,835 $312 100% $312 $4,943,367
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 200 $430,616 100% $430,616 $86,123,291 54 $169,551 100% $169,551 $9,155,761 15,835 $318 100% $318 $5,042,234
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 200 $439,229 100% $439,229 $87,845,757 54 $172,942 100% $172,942 $9,338,876 15,835 $325 100% $325 $5,143,079
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 200 $448,013 100% $448,013 $89,602,672 54 $176,401 100% $176,401 $9,525,654 15,835 $331 100% $331 $5,245,940
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value will occur over the following three years. Assumes 2% annual inflation
rate thereafter, commencing with the triennial reassessment January 1, 2027.
(b)
See Appendix C-2.c.
(c)
See Appendix C-1.
(d)
C-13
C-212
APPENDIX C
Port Covington
Appendix C-3.c Projected Assessed Value - (Chapter 1B Development), continued
E5B
Apartments
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $278,468 0% $0 $0 0 $284,110 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 0 $250,621 0% $0 $0 0 $255,699 0% $0 $0 0 $189 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 0 $250,621 0% $0 $0 0 $255,699 0% $0 $0 0 $189 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 20 $250,621 80% $200,497 $4,009,936 101 $255,699 80% $204,559 $20,660,503 5,780 $189 80% $151 $874,302
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 20 $259,903 90% $233,913 $4,678,259 101 $265,170 90% $238,653 $24,103,920 5,780 $196 90% $176 $1,020,019
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 20 $269,186 100% $269,186 $5,383,710 101 $274,640 100% $274,640 $27,738,638 5,780 $203 100% $203 $1,173,832
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 20 $278,468 100% $278,468 $5,569,356 101 $284,110 100% $284,110 $28,695,143 5,780 $210 100% $210 $1,214,309
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 20 $284,037 100% $284,037 $5,680,743 101 $289,793 100% $289,793 $29,269,046 5,780 $214 100% $214 $1,238,595
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 20 $289,718 100% $289,718 $5,794,357 101 $295,588 100% $295,588 $29,854,427 5,780 $219 100% $219 $1,263,367
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 20 $295,512 100% $295,512 $5,910,245 101 $301,500 100% $301,500 $30,451,515 5,780 $223 100% $223 $1,288,634
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 20 $301,422 100% $301,422 $6,028,450 101 $307,530 100% $307,530 $31,060,545 5,780 $227 100% $227 $1,314,407
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 20 $307,451 100% $307,451 $6,149,019 101 $313,681 100% $313,681 $31,681,756 5,780 $232 100% $232 $1,340,695
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 20 $313,600 100% $313,600 $6,271,999 101 $319,954 100% $319,954 $32,315,391 5,780 $237 100% $237 $1,367,509
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 20 $319,872 100% $319,872 $6,397,439 101 $326,353 100% $326,353 $32,961,699 5,780 $241 100% $241 $1,394,859
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 20 $326,269 100% $326,269 $6,525,388 101 $332,881 100% $332,881 $33,620,933 5,780 $246 100% $246 $1,422,756
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 20 $332,795 100% $332,795 $6,655,895 101 $339,538 100% $339,538 $34,293,352 5,780 $251 100% $251 $1,451,212
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 20 $339,451 100% $339,451 $6,789,013 101 $346,329 100% $346,329 $34,979,219 5,780 $256 100% $256 $1,480,236
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 20 $346,240 100% $346,240 $6,924,794 101 $353,255 100% $353,255 $35,678,803 5,780 $261 100% $261 $1,509,840
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 20 $353,164 100% $353,164 $7,063,289 101 $360,321 100% $360,321 $36,392,379 5,780 $266 100% $266 $1,540,037
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 20 $360,228 100% $360,228 $7,204,555 101 $367,527 100% $367,527 $37,120,227 5,780 $272 100% $272 $1,570,838
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 20 $367,432 100% $367,432 $7,348,646 101 $374,878 100% $374,878 $37,862,632 5,780 $277 100% $277 $1,602,255
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 20 $374,781 100% $374,781 $7,495,619 101 $382,375 100% $382,375 $38,619,884 5,780 $283 100% $283 $1,634,300
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 20 $382,277 100% $382,277 $7,645,532 101 $390,023 100% $390,023 $39,392,282 5,780 $288 100% $288 $1,666,986
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 20 $389,922 100% $389,922 $7,798,442 101 $397,823 100% $397,823 $40,180,127 5,780 $294 100% $294 $1,700,326
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 20 $397,721 100% $397,721 $7,954,411 101 $405,780 100% $405,780 $40,983,730 5,780 $300 100% $300 $1,734,332
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 20 $405,675 100% $405,675 $8,113,499 101 $413,895 100% $413,895 $41,803,405 5,780 $306 100% $306 $1,769,019
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 20 $413,788 100% $413,788 $8,275,769 101 $422,173 100% $422,173 $42,639,473 5,780 $312 100% $312 $1,804,399
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 20 $422,064 100% $422,064 $8,441,285 101 $430,616 100% $430,616 $43,492,262 5,780 $318 100% $318 $1,840,487
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 20 $430,506 100% $430,506 $8,610,110 101 $439,229 100% $439,229 $44,362,107 5,780 $325 100% $325 $1,877,297
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 20 $439,116 100% $439,116 $8,782,313 101 $448,013 100% $448,013 $45,249,350 5,780 $331 100% $331 $1,914,843
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value will occur over the following three years. Assumes 2% annual
inflation rate thereafter, commencing with the triennial reassessment January 1, 2027.
(b)
See Appendix C-2.c.
(c)
See Appendix C-1.
(d)
C-14
C-213
APPENDIX C
Port Covington
Appendix C-3.c: Projected Assessed Value - (Chapter 1B Development), continued
E5A
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 0 $256 0% $0 $0 0 $189 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 0 $256 0% $0 $0 0 $189 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 211,739 $256 80% $205 $43,325,230 9,542 $189 80% $151 $1,443,355
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 211,739 $265 90% $239 $50,546,101 9,542 $196 90% $176 $1,683,914
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 211,739 $275 100% $275 $58,168,133 9,542 $203 100% $203 $1,937,838
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 211,739 $284 100% $284 $60,173,930 9,542 $210 100% $210 $2,004,660
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 211,739 $290 100% $290 $61,377,409 9,542 $214 100% $214 $2,044,753
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 211,739 $296 100% $296 $62,604,957 9,542 $219 100% $219 $2,085,648
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 211,739 $302 100% $302 $63,857,056 9,542 $223 100% $223 $2,127,361
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 211,739 $308 100% $308 $65,134,197 9,542 $227 100% $227 $2,169,909
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 211,739 $314 100% $314 $66,436,881 9,542 $232 100% $232 $2,213,307
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 211,739 $320 100% $320 $67,765,619 9,542 $237 100% $237 $2,257,573
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 211,739 $326 100% $326 $69,120,931 9,542 $241 100% $241 $2,302,724
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 211,739 $333 100% $333 $70,503,350 9,542 $246 100% $246 $2,348,779
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 211,739 $340 100% $340 $71,913,417 9,542 $251 100% $251 $2,395,754
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 211,739 $346 100% $346 $73,351,685 9,542 $256 100% $256 $2,443,669
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 211,739 $353 100% $353 $74,818,719 9,542 $261 100% $261 $2,492,543
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 211,739 $360 100% $360 $76,315,093 9,542 $266 100% $266 $2,542,394
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 211,739 $368 100% $368 $77,841,395 9,542 $272 100% $272 $2,593,242
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 211,739 $375 100% $375 $79,398,223 9,542 $277 100% $277 $2,645,106
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 211,739 $382 100% $382 $80,986,187 9,542 $283 100% $283 $2,698,009
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 211,739 $390 100% $390 $82,605,911 9,542 $288 100% $288 $2,751,969
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 211,739 $398 100% $398 $84,258,029 9,542 $294 100% $294 $2,807,008
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 211,739 $406 100% $406 $85,943,190 9,542 $300 100% $300 $2,863,148
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 211,739 $414 100% $414 $87,662,054 9,542 $306 100% $306 $2,920,411
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 211,739 $422 100% $422 $89,415,295 9,542 $312 100% $312 $2,978,819
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 211,739 $431 100% $431 $91,203,601 9,542 $318 100% $318 $3,038,396
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 211,739 $439 100% $439 $93,027,673 9,542 $325 100% $325 $3,099,164
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 211,739 $448 100% $448 $94,888,226 9,542 $331 100% $331 $3,161,147
MuniCap, Inc.
(a)
over the following three years. Assumes 2% annual inflation rate thereafter, commencing with the triennial reassessment January 1, 2027.
(b)
See Appendix C-2.c.
(c)
See Appendix C-1.
(d)
C-15
C-214
APPENDIX C
Port Covington
E7
(a) (b) (c) (d) (b) (c) (d)
Ending Beginning Ending Factor GSF GSF Percentage Value Per GSF Assessed Value GSF GSF Percentage Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 0 $256 0% $0 $0 0 $189 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 0 $256 0% $0 $0 0 $189 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 227,824 $256 80% $205 $46,616,481 44,682 $189 80% $151 $6,758,751
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 227,824 $265 90% $239 $54,385,895 44,682 $196 90% $176 $7,885,209
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 227,824 $275 100% $275 $62,586,943 44,682 $203 100% $203 $9,074,249
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 227,824 $284 100% $284 $64,745,113 44,682 $210 100% $210 $9,387,154
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 227,824 $290 100% $290 $66,040,015 44,682 $214 100% $214 $9,574,897
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 227,824 $296 100% $296 $67,360,816 44,682 $219 100% $219 $9,766,395
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 227,824 $302 100% $302 $68,708,032 44,682 $223 100% $223 $9,961,723
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 227,824 $308 100% $308 $70,082,192 44,682 $227 100% $227 $10,160,957
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 227,824 $314 100% $314 $71,483,836 44,682 $232 100% $232 $10,364,176
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 227,824 $320 100% $320 $72,913,513 44,682 $237 100% $237 $10,571,460
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 227,824 $326 100% $326 $74,371,783 44,682 $241 100% $241 $10,782,889
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 227,824 $333 100% $333 $75,859,219 44,682 $246 100% $246 $10,998,547
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 227,824 $340 100% $340 $77,376,403 44,682 $251 100% $251 $11,218,518
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 227,824 $346 100% $346 $78,923,931 44,682 $256 100% $256 $11,442,888
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 227,824 $353 100% $353 $80,502,410 44,682 $261 100% $261 $11,671,746
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 227,824 $360 100% $360 $82,112,458 44,682 $266 100% $266 $11,905,181
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 227,824 $368 100% $368 $83,754,707 44,682 $272 100% $272 $12,143,284
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 227,824 $375 100% $375 $85,429,802 44,682 $277 100% $277 $12,386,150
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 227,824 $382 100% $382 $87,138,398 44,682 $283 100% $283 $12,633,873
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 227,824 $390 100% $390 $88,881,166 44,682 $288 100% $288 $12,886,551
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 227,824 $398 100% $398 $90,658,789 44,682 $294 100% $294 $13,144,282
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 227,824 $406 100% $406 $92,471,965 44,682 $300 100% $300 $13,407,167
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 227,824 $414 100% $414 $94,321,404 44,682 $306 100% $306 $13,675,311
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 227,824 $422 100% $422 $96,207,832 44,682 $312 100% $312 $13,948,817
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 227,824 $431 100% $431 $98,131,989 44,682 $318 100% $318 $14,227,793
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 227,824 $439 100% $439 $100,094,628 44,682 $325 100% $325 $14,512,349
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 227,824 $448 100% $448 $102,096,521 44,682 $331 100% $331 $14,802,596
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment.
Increase in assessed value will occur over the following three years. Assumes 2% annual inflation rate thereafter, commencing with the triennial reassessment January 1, 2027.
(b)
See Appendix C-2.c.
(c)
See Appendix C-1.
(d)
C-16
C-215
APPENDIX C
Port Covington
E1
Apartments
(a) (b) (c) (d) (b) (c)
Ending Beginning Ending Factor Units Unit Percentage Value Per Unit Assessed Value Units Unit Percentage(d) Value Per Unit Assessed Value GSF(b) GSF(c) Percentage(d) Value Per GSF Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $284,110 0% $0 $0 0 $183,784 0% $0 $0 0 $210 0% $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 0 $255,699 0% $0 $0 0 $165,406 0% $0 $0 0 $189 0% $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 0 $255,699 0% $0 $0 0 $165,406 0% $0 $0 0 $189 0% $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 127 $255,699 80% $204,559 $25,979,048 35 $165,406 80% $132,325 $4,631,359 8,127 $189 80% $151 $1,229,354
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 127 $265,170 90% $238,653 $30,308,889 35 $171,532 90% $154,379 $5,403,252 8,127 $196 90% $176 $1,434,246
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 127 $274,640 100% $274,640 $34,879,278 35 $177,658 100% $177,658 $6,218,028 8,127 $203 100% $203 $1,650,522
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 127 $284,110 100% $284,110 $36,082,011 35 $183,784 100% $183,784 $6,432,443 8,127 $210 100% $210 $1,707,436
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 127 $289,793 100% $289,793 $36,803,651 35 $187,460 100% $187,460 $6,561,092 8,127 $214 100% $214 $1,741,585
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 127 $295,588 100% $295,588 $37,539,724 35 $191,209 100% $191,209 $6,692,313 8,127 $219 100% $219 $1,776,417
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 127 $301,500 100% $301,500 $38,290,519 35 $195,033 100% $195,033 $6,826,160 8,127 $223 100% $223 $1,811,945
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 127 $307,530 100% $307,530 $39,056,329 35 $198,934 100% $198,934 $6,962,683 8,127 $227 100% $227 $1,848,184
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 127 $313,681 100% $313,681 $39,837,456 35 $202,912 100% $202,912 $7,101,936 8,127 $232 100% $232 $1,885,147
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 127 $319,954 100% $319,954 $40,634,205 35 $206,971 100% $206,971 $7,243,975 8,127 $237 100% $237 $1,922,850
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 127 $326,353 100% $326,353 $41,446,889 35 $211,110 100% $211,110 $7,388,855 8,127 $241 100% $241 $1,961,307
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 127 $332,881 100% $332,881 $42,275,827 35 $215,332 100% $215,332 $7,536,632 8,127 $246 100% $246 $2,000,534
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 127 $339,538 100% $339,538 $43,121,343 35 $219,639 100% $219,639 $7,687,364 8,127 $251 100% $251 $2,040,544
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 127 $346,329 100% $346,329 $43,983,770 35 $224,032 100% $224,032 $7,841,112 8,127 $256 100% $256 $2,081,355
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 127 $353,255 100% $353,255 $44,863,446 35 $228,512 100% $228,512 $7,997,934 8,127 $261 100% $261 $2,122,982
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 127 $360,321 100% $360,321 $45,760,715 35 $233,083 100% $233,083 $8,157,893 8,127 $266 100% $266 $2,165,442
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 127 $367,527 100% $367,527 $46,675,929 35 $237,744 100% $237,744 $8,321,050 8,127 $272 100% $272 $2,208,751
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 127 $374,878 100% $374,878 $47,609,448 35 $242,499 100% $242,499 $8,487,471 8,127 $277 100% $277 $2,252,926
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 127 $382,375 100% $382,375 $48,561,637 35 $247,349 100% $247,349 $8,657,221 8,127 $283 100% $283 $2,297,984
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 127 $390,023 100% $390,023 $49,532,869 35 $252,296 100% $252,296 $8,830,365 8,127 $288 100% $288 $2,343,944
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 127 $397,823 100% $397,823 $50,523,527 35 $257,342 100% $257,342 $9,006,973 8,127 $294 100% $294 $2,390,823
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 127 $405,780 100% $405,780 $51,533,997 35 $262,489 100% $262,489 $9,187,112 8,127 $300 100% $300 $2,438,639
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 127 $413,895 100% $413,895 $52,564,677 35 $267,739 100% $267,739 $9,370,854 8,127 $306 100% $306 $2,487,412
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 127 $422,173 100% $422,173 $53,615,971 35 $273,093 100% $273,093 $9,558,271 8,127 $312 100% $312 $2,537,160
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 127 $430,616 100% $430,616 $54,688,290 35 $278,555 100% $278,555 $9,749,437 8,127 $318 100% $318 $2,587,903
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 127 $439,229 100% $439,229 $55,782,056 35 $284,126 100% $284,126 $9,944,426 8,127 $325 100% $325 $2,639,661
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 127 $448,013 100% $448,013 $56,897,697 35 $289,809 100% $289,809 $10,143,314 8,127 $331 100% $331 $2,692,455
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value will occur over the following three years. Assumes 2% annual inflation
rate thereafter, commencing with the triennial reassessment January 1, 2027.
(b)
See Appendix C-2.c.
(c)
See Appendix C-1.
(d)
C-17
C-216
APPENDIX C
Port Covington
E1
Year Year Year Impact Value Per Phase-In Phased-In Projected Value Per Phase-In Phased-In Projected Projected Assessed Value
31-Dec-19 1-Jul-20 1-Sep-21 100.0% 0 $147 0% $0 $0 0 $25,547 0% $0 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% 0 $132 0% $0 $0 0 $22,992 0% $0 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% 0 $132 0% $0 $0 0 $22,992 0% $0 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% 32,276 $132 80% $106 $3,418,726 1,023 $22,992 80% $18,394 $18,816,953 $225,420,479
31-Dec-23 1-Jul-24 1-Sep-25 93.3% 32,276 $137 90% $124 $3,988,513 1,023 $23,844 90% $21,460 $21,953,111 $262,990,559
31-Dec-24 1-Jul-25 1-Sep-26 96.7% 32,276 $142 100% $142 $4,589,956 1,023 $24,696 100% $24,696 $25,263,501 $302,647,866
31-Dec-25 1-Jul-26 1-Sep-27 100.0% 32,276 $147 100% $147 $4,748,230 1,023 $25,547 100% $25,547 $26,134,656 $313,083,999
31-Dec-26 1-Jul-27 1-Sep-28 102.0% 32,276 $150 100% $150 $4,843,194 1,023 $26,058 100% $26,058 $26,657,350 $319,345,679
31-Dec-27 1-Jul-28 1-Sep-29 104.0% 32,276 $153 100% $153 $4,940,058 1,023 $26,579 100% $26,579 $27,190,497 $325,732,593
31-Dec-28 1-Jul-29 1-Sep-30 106.1% 32,276 $156 100% $156 $5,038,860 1,023 $27,111 100% $27,111 $27,734,307 $332,247,245
31-Dec-29 1-Jul-30 1-Sep-31 108.2% 32,276 $159 100% $159 $5,139,637 1,023 $27,653 100% $27,653 $28,288,993 $338,892,189
31-Dec-30 1-Jul-31 1-Sep-32 110.4% 32,276 $162 100% $162 $5,242,429 1,023 $28,206 100% $28,206 $28,854,773 $345,670,033
31-Dec-31 1-Jul-32 1-Sep-33 112.6% 32,276 $166 100% $166 $5,347,278 1,023 $28,770 100% $28,770 $29,431,868 $352,583,434
31-Dec-32 1-Jul-33 1-Sep-34 114.9% 32,276 $169 100% $169 $5,454,224 1,023 $29,346 100% $29,346 $30,020,505 $359,635,103
31-Dec-33 1-Jul-34 1-Sep-35 117.2% 32,276 $172 100% $172 $5,563,308 1,023 $29,932 100% $29,932 $30,620,915 $366,827,805
31-Dec-34 1-Jul-35 1-Sep-36 119.5% 32,276 $176 100% $176 $5,674,574 1,023 $30,531 100% $30,531 $31,233,334 $374,164,361
31-Dec-35 1-Jul-36 1-Sep-37 121.9% 32,276 $179 100% $179 $5,788,066 1,023 $31,142 100% $31,142 $31,858,000 $381,647,648
31-Dec-36 1-Jul-37 1-Sep-38 124.3% 32,276 $183 100% $183 $5,903,827 1,023 $31,765 100% $31,765 $32,495,160 $389,280,601
31-Dec-37 1-Jul-38 1-Sep-39 126.8% 32,276 $187 100% $187 $6,021,904 1,023 $32,400 100% $32,400 $33,145,064 $397,066,213
31-Dec-38 1-Jul-39 1-Sep-40 129.4% 32,276 $190 100% $190 $6,142,342 1,023 $33,048 100% $33,048 $33,807,965 $405,007,537
31-Dec-39 1-Jul-40 1-Sep-41 131.9% 32,276 $194 100% $194 $6,265,188 1,023 $33,709 100% $33,709 $34,484,124 $413,107,688
31-Dec-40 1-Jul-41 1-Sep-42 134.6% 32,276 $198 100% $198 $6,390,492 1,023 $34,383 100% $34,383 $35,173,807 $421,369,842
31-Dec-41 1-Jul-42 1-Sep-43 137.3% 32,276 $202 100% $202 $6,518,302 1,023 $35,071 100% $35,071 $35,877,283 $429,797,239
31-Dec-42 1-Jul-43 1-Sep-44 140.0% 32,276 $206 100% $206 $6,648,668 1,023 $35,772 100% $35,772 $36,594,828 $438,393,183
31-Dec-43 1-Jul-44 1-Sep-45 142.8% 32,276 $210 100% $210 $6,781,642 1,023 $36,488 100% $36,488 $37,326,725 $447,161,047
31-Dec-44 1-Jul-45 1-Sep-46 145.7% 32,276 $214 100% $214 $6,917,274 1,023 $37,217 100% $37,217 $38,073,260 $456,104,268
31-Dec-45 1-Jul-46 1-Sep-47 148.6% 32,276 $219 100% $219 $7,055,620 1,023 $37,962 100% $37,962 $38,834,725 $465,226,353
31-Dec-46 1-Jul-47 1-Sep-48 151.6% 32,276 $223 100% $223 $7,196,732 1,023 $38,721 100% $38,721 $39,611,419 $474,530,880
31-Dec-47 1-Jul-48 1-Sep-49 154.6% 32,276 $227 100% $227 $7,340,667 1,023 $39,495 100% $39,495 $40,403,648 $484,021,498
31-Dec-48 1-Jul-49 1-Sep-50 157.7% 32,276 $232 100% $232 $7,487,480 1,023 $40,285 100% $40,285 $41,211,721 $493,701,928
MuniCap, Inc.
(a)
Assumes 10% decline in assessed value during January 1, 2021 triennial reassessment as a result of COVID. Assumes assessed value will return to pre-COVID level in 2023 and reflected in the January 1, 2024 reassessment. Increase in assessed value will occur over the
following three years. Assumes 2% annual inflation rate thereafter, commencing with the triennial reassessment January 1, 2027.
(b)
See Appendix C-2.c.
(c)
See Appendix C-1.
(d)
C-18
C-217
APPENDIX C
Port Covington
Appendix C-3.d: Projected Assessed Value - Total

Year Year Year Impact Existing Port Chapter 1A Chapter 1B Residual Original
Ending Beginning Ending Factor(a) Covington Development(a) Development(b) Development(c) Assessable Base Value(d) Total
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $104,796,800 $21,929,900 $0 $40,143,023 $166,869,723
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $94,317,120 $19,736,910 $0 $36,128,721 $150,182,751
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $94,317,120 $19,736,910 $0 $36,128,721 $150,182,751
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $94,317,120 $19,736,910 $225,420,479 $36,128,721 $375,603,230
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $97,810,347 $20,467,907 $262,990,559 $37,466,821 $418,735,634
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $101,303,573 $21,198,903 $302,647,866 $38,804,922 $463,955,265
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $104,796,800 $21,929,900 $313,083,999 $40,143,023 $479,953,722
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $106,892,736 $22,368,498 $319,345,679 $40,945,883 $489,552,797
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $109,030,591 $22,815,868 $325,732,593 $41,764,801 $499,343,853
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $111,211,203 $23,272,185 $332,247,245 $42,600,097 $509,330,730
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $113,435,427 $23,737,629 $338,892,189 $43,452,099 $519,517,344
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $115,704,135 $24,212,382 $345,670,033 $44,321,141 $529,907,691
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $118,018,218 $24,696,629 $352,583,434 $45,207,564 $540,505,845
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $120,378,582 $25,190,562 $359,635,103 $46,111,715 $551,315,962
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $122,786,154 $25,694,373 $366,827,805 $47,033,949 $562,342,281
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $125,241,877 $26,208,261 $374,164,361 $47,974,628 $573,589,127
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $127,746,714 $26,732,426 $381,647,648 $48,934,121 $585,060,909
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $130,301,649 $27,267,074 $389,280,601 $49,912,803 $596,762,127
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $132,907,682 $27,812,416 $397,066,213 $50,911,060 $608,697,370
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $135,565,835 $28,368,664 $405,007,537 $51,929,281 $620,871,317
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $138,277,152 $28,936,037 $413,107,688 $52,967,866 $633,288,744
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $141,042,695 $29,514,758 $421,369,842 $54,027,224 $645,954,519
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $143,863,549 $30,105,053 $429,797,239 $55,107,768 $658,873,609
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $146,740,820 $30,707,154 $438,393,183 $56,209,923 $672,051,081
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $149,675,636 $31,321,297 $447,161,047 $57,334,122 $685,492,103
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $152,669,149 $31,947,723 $456,104,268 $58,480,804 $699,201,945
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $155,722,532 $32,586,678 $465,226,353 $59,650,420 $713,185,984
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $158,836,983 $33,238,411 $474,530,880 $60,843,429 $727,449,703
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $162,013,722 $33,903,180 $484,021,498 $62,060,297 $741,998,697
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $165,253,997 $34,581,243 $493,701,928 $63,301,503 $756,838,671
MuniCap, Inc.
(a)
See Appendix C-3.a.
(b)
See Appendix C-3.b.
(c)
See Appendix C-3.c.
(d)
See Appendix D-1.b.
C-19
C-218
APPENDIX C
Port Covington
Appendix C-4.a: Projected Property Tax Credits - Allocation of Original Assessable Base Value for Purposes of Enterprise Zone and Brownfield Tax
Credit(a)

Projected Development(b) SF
(b)
Percentage(c) Base Value(d)
Nick's Fish House 4,623 100.00% $1,168,600
AFP Building 43,260 100.00% $1,851,600
Dog Resort 13,370 100.00% $1,028,000

E12
(e)
Rye Street Tavern 12,966 20.63% $66,817
Sub-total E12 62,854 100.00% $323,900
City Garage (e) 141,036 100.00% $960,750

E6
Apartments 276,905 94.59% $277,780
Retail - in-line 15,835 5.41% $15,885
Sub-total E6 292,740 100.00% $293,665
E5B
Apartments 126,675 95.64% $143,248
Retail - in-line 5,780 4.36% $6,536
Sub-total E5B 132,455 100.00% $149,784
E5A
Office 211,739 95.69% $247,059
Retail - in-line 9,542 4.31% $11,134
Sub-total E5A 221,281 100.00% $258,193
E7
Office 227,824 83.60% $219,465
Retail - in-line 44,682 16.40% $43,043
Sub-total E7 272,506 100.00% $262,507
E1
Apartments 182,695 30.09% $188,984
Parking 384,033 63.25% $397,253
Sub-total E1 607,131 100.00% $628,031
Sub-total 2,427,606 $66,005,780
MuniCap, Inc.
(a)
(b)
See Appendix C-1.
(c)
(d)
(e)
C-20
C-219
APPENDIX C
Port Covington
Appendix C-4.b: Projected Property Tax Credits - Enterprise Zone

(a)
Year Year Year Impact Total Original Assessable Sub-total Zone Tax for Enterprise Tax Rate Zone
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $41,640,800 ($9,796,650) $31,844,150 80% $25,475,320 $2.248 $572,685
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $37,476,720 ($9,796,650) $27,680,070 80% $22,144,056 $2.248 $497,798
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $37,476,720 ($9,796,650) $27,680,070 70% $19,376,049 $2.248 $435,574
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $37,476,720 ($9,796,650) $27,680,070 60% $16,608,042 $2.248 $373,349
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $38,864,747 ($9,796,650) $29,068,097 50% $14,534,048 $2.248 $326,725
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $40,252,773 ($9,796,650) $30,456,123 40% $12,182,449 $2.248 $273,861
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $41,640,800 ($9,796,650) $31,844,150 30% $9,553,245 $2.248 $214,757
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $42,473,616 ($9,796,650) $32,676,966 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $43,323,088 ($9,796,650) $33,526,438 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $44,189,550 ($9,796,650) $34,392,900 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $45,073,341 ($9,796,650) $35,276,691 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $45,974,808 ($9,796,650) $36,178,158 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $46,894,304 ($9,796,650) $37,097,654 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $47,832,190 ($9,796,650) $38,035,540 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $48,788,834 ($9,796,650) $38,992,184 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $49,764,611 ($9,796,650) $39,967,961 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $50,759,903 ($9,796,650) $40,963,253 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $51,775,101 ($9,796,650) $41,978,451 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $52,810,603 ($9,796,650) $43,013,953 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $53,866,815 ($9,796,650) $44,070,165 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $54,944,151 ($9,796,650) $45,147,501 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $56,043,034 ($9,796,650) $46,246,384 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $57,163,895 ($9,796,650) $47,367,245 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $58,307,173 ($9,796,650) $48,510,523 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $59,473,316 ($9,796,650) $49,676,666 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $60,662,783 ($9,796,650) $50,866,133 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $61,876,038 ($9,796,650) $52,079,388 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $63,113,559 ($9,796,650) $53,316,909 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $64,375,830 ($9,796,650) $54,579,180 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $65,663,347 ($9,796,650) $55,866,697 0% $0 $2.248 $0
Total $2,694,750
MuniCap, Inc.
(a)
The Enterprise Zone Tax Credit is based on the eligible assessment, which is the difference between the Original Assessable Base Value and the assessed value after improvements are made for commercial properties in a designated Enterprise Zone. Source: Supervisor of Assessments for Baltimore
(b)
See Appendix C-3.a.
(c)
Represents the Original Assessable Base value of tax parcel developed as UnderArmour (Building 37). See Appendix C-4.a.
(d)
(e)
C-21
C-220
APPENDIX C
Port Covington
Appendix C-4.b: Projected Property Tax Credits - Enterprise Zone, continued

(b) (c)
Ending Beginning Ending Factor Assessed Value Base Value Eligible Assessment Credit Percent(d) Zone Credit (Per $100 A.V.)
(e)
Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,929,900 ($323,900) $10,606,000 80% $8,484,800 $2.248 $190,738
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $9,836,910 ($323,900) $9,513,010 80% $7,610,408 $2.248 $171,082
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $9,836,910 ($323,900) $9,513,010 80% $7,610,408 $2.248 $171,082
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $9,836,910 ($323,900) $9,513,010 70% $6,659,107 $2.248 $149,697
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $10,201,240 ($323,900) $9,877,340 60% $5,926,404 $2.248 $133,226
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $10,565,570 ($323,900) $10,241,670 50% $5,120,835 $2.248 $115,116
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $10,929,900 ($323,900) $10,606,000 40% $4,242,400 $2.248 $95,369
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $11,148,498 ($323,900) $10,824,598 30% $3,247,379 $2.248 $73,001
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $11,371,468 ($323,900) $11,047,568 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $11,598,897 ($323,900) $11,274,997 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $11,830,875 ($323,900) $11,506,975 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $12,067,493 ($323,900) $11,743,593 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $12,308,843 ($323,900) $11,984,943 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $12,555,019 ($323,900) $12,231,119 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $12,806,120 ($323,900) $12,482,220 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $13,062,242 ($323,900) $12,738,342 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $13,323,487 ($323,900) $12,999,587 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $13,589,957 ($323,900) $13,266,057 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $13,861,756 ($323,900) $13,537,856 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $14,138,991 ($323,900) $13,815,091 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $14,421,771 ($323,900) $14,097,871 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $14,710,206 ($323,900) $14,386,306 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $15,004,410 ($323,900) $14,680,510 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $15,304,499 ($323,900) $14,980,599 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $15,610,589 ($323,900) $15,286,689 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $15,922,800 ($323,900) $15,598,900 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $16,241,256 ($323,900) $15,917,356 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $16,566,082 ($323,900) $16,242,182 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $16,897,403 ($323,900) $16,573,503 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $17,235,351 ($323,900) $16,911,451 0% $0 $2.248 $0
Total $1,099,311
MuniCap, Inc.
(a)
(b)
See Appendix C-3.b.
(c)
Represents the Original Assessable Base value of tax parcel developed as Building E12 Rye Street Tavern and Sagamore Spirit Distillery. See Appendix C-4.a.
(d)
(e)
C-22
C-221
APPENDIX C
Port Covington
City Garage
(a)
Ending Beginning Ending Factor Assessed Value(b) Base Value(C) Eligible Assessment Credit Percent(d) Zone Credit (Per $100 A.V.)(e) Tax Credit
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $11,000,000 ($960,750) $10,039,250 80% $8,031,400 $2.248 $180,546
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $9,900,000 ($960,750) $8,939,250 80% $7,151,400 $2.248 $160,763
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $9,900,000 ($960,750) $8,939,250 70% $6,257,475 $2.248 $140,668
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $9,900,000 ($960,750) $8,939,250 60% $5,363,550 $2.248 $120,573
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $10,266,667 ($960,750) $9,305,917 50% $4,652,958 $2.248 $104,599
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $10,633,333 ($960,750) $9,672,583 40% $3,869,033 $2.248 $86,976
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $11,000,000 ($960,750) $10,039,250 30% $3,011,775 $2.248 $67,705
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $11,220,000 ($960,750) $10,259,250 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $11,444,400 ($960,750) $10,483,650 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $11,673,288 ($960,750) $10,712,538 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $11,906,754 ($960,750) $10,946,004 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $12,144,889 ($960,750) $11,184,139 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $12,387,787 ($960,750) $11,427,037 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $12,635,542 ($960,750) $11,674,792 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $12,888,253 ($960,750) $11,927,503 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $13,146,018 ($960,750) $12,185,268 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $13,408,939 ($960,750) $12,448,189 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $13,677,117 ($960,750) $12,716,367 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $13,950,660 ($960,750) $12,989,910 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $14,229,673 ($960,750) $13,268,923 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $14,514,266 ($960,750) $13,553,516 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $14,804,552 ($960,750) $13,843,802 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $15,100,643 ($960,750) $14,139,893 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $15,402,656 ($960,750) $14,441,906 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $15,710,709 ($960,750) $14,749,959 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $16,024,923 ($960,750) $15,064,173 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $16,345,421 ($960,750) $15,384,671 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $16,672,330 ($960,750) $15,711,580 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $17,005,776 ($960,750) $16,045,026 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $17,345,892 ($960,750) $16,385,142 0% $0 $2.248 $0
Total $861,829
MuniCap, Inc.
(a)
(b)
See Appendix C-3.b.
(c)
Represents the Original Assessable Base value of tax parcel developed as the City Garage. See Appendix C-4.a.
(d)
(e)
C-23
C-222
APPENDIX C
Port Covington
E6 Retail
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($15,885) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($14,297) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($14,297) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $2,395,256 ($14,297) $2,380,959 80% $1,904,767 $2.248 $42,819
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $2,794,465 ($14,297) $2,780,169 80% $2,224,135 $2.248 $49,999
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $3,215,853 ($14,297) $3,201,556 80% $2,561,245 $2.248 $57,577
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $3,326,744 ($14,297) $3,312,448 80% $2,649,958 $2.248 $59,571
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $3,393,279 ($14,297) $3,378,982 80% $2,703,186 $2.248 $60,768
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $3,461,145 ($14,297) $3,446,848 70% $2,412,794 $2.248 $54,240
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $3,530,367 ($14,297) $3,516,071 60% $2,109,643 $2.248 $47,425
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $3,600,975 ($14,297) $3,586,678 50% $1,793,339 $2.248 $40,314
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $3,672,994 ($14,297) $3,658,698 40% $1,463,479 $2.248 $32,899
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $3,746,454 ($14,297) $3,732,158 30% $1,119,647 $2.248 $25,170
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $3,821,383 ($14,297) $3,807,087 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $3,897,811 ($14,297) $3,883,514 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $3,975,767 ($14,297) $3,961,471 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $4,055,283 ($14,297) $4,040,986 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $4,136,388 ($14,297) $4,122,092 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $4,219,116 ($14,297) $4,204,819 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $4,303,498 ($14,297) $4,289,202 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $4,389,568 ($14,297) $4,375,272 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $4,477,360 ($14,297) $4,463,063 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $4,566,907 ($14,297) $4,552,610 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $4,658,245 ($14,297) $4,643,948 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $4,751,410 ($14,297) $4,737,113 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $4,846,438 ($14,297) $4,832,141 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $4,943,367 ($14,297) $4,929,070 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $5,042,234 ($14,297) $5,027,938 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $5,143,079 ($14,297) $5,128,782 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $5,245,940 ($14,297) $5,231,644 0% $0 $2.248 $0
Total $470,780
MuniCap, Inc.
(a)
(b)
See Appendix C-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E6 retail. Increases with inflation until development starts and base year is established. See Appendix C-4.a.
(d)
(e)
C-24
C-223
APPENDIX C
Port Covington
E5B Retail
(a)
Assessed Value(b)
(c) (d) (e)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($6,536) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($5,883) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($5,883) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $874,302 ($5,883) $868,420 80% $694,736 $2.248 $15,618
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $1,020,019 ($5,883) $1,014,137 80% $811,310 $2.248 $18,238
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $1,173,832 ($5,883) $1,167,949 80% $934,359 $2.248 $21,004
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $1,214,309 ($5,883) $1,208,426 80% $966,741 $2.248 $21,732
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $1,238,595 ($5,883) $1,232,712 80% $986,170 $2.248 $22,169
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $1,263,367 ($5,883) $1,257,484 70% $880,239 $2.248 $19,788
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $1,288,634 ($5,883) $1,282,752 60% $769,651 $2.248 $17,302
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $1,314,407 ($5,883) $1,308,524 50% $654,262 $2.248 $14,708
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $1,340,695 ($5,883) $1,334,813 40% $533,925 $2.248 $12,003
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $1,367,509 ($5,883) $1,361,626 30% $408,488 $2.248 $9,183
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $1,394,859 ($5,883) $1,388,977 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $1,422,756 ($5,883) $1,416,874 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $1,451,212 ($5,883) $1,445,329 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $1,480,236 ($5,883) $1,474,353 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $1,509,840 ($5,883) $1,503,958 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $1,540,037 ($5,883) $1,534,155 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $1,570,838 ($5,883) $1,564,955 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $1,602,255 ($5,883) $1,596,372 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $1,634,300 ($5,883) $1,628,417 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $1,666,986 ($5,883) $1,661,103 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $1,700,326 ($5,883) $1,694,443 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $1,734,332 ($5,883) $1,728,450 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $1,769,019 ($5,883) $1,763,136 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $1,804,399 ($5,883) $1,798,517 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $1,840,487 ($5,883) $1,834,605 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $1,877,297 ($5,883) $1,871,414 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $1,914,843 ($5,883) $1,908,960 0% $0 $2.248 $0
Total $171,745
MuniCap, Inc.
(a)
(b)
See Appendix C-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E5B retail. See Appendix C-4.a.
(d)
(e)
C-25
C-224
APPENDIX C
Port Covington
E5A Office & Retail

(a)
(c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($258,193) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($232,373) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($232,373) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $44,768,585 ($232,373) $44,536,212 80% $35,628,969 $2.248 $800,939
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $52,230,016 ($232,373) $51,997,642 80% $41,598,114 $2.248 $935,126
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $60,105,971 ($232,373) $59,873,597 80% $47,898,878 $2.248 $1,076,767
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $62,178,590 ($232,373) $61,946,217 80% $49,556,974 $2.248 $1,114,041
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $63,422,162 ($232,373) $63,189,789 80% $50,551,831 $2.248 $1,136,405
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $64,690,605 ($232,373) $64,458,232 70% $45,120,762 $2.248 $1,014,315
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $65,984,417 ($232,373) $65,752,044 60% $39,451,226 $2.248 $886,864
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $67,304,106 ($232,373) $67,071,732 50% $33,535,866 $2.248 $753,886
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $68,650,188 ($232,373) $68,417,815 40% $27,367,126 $2.248 $615,213
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $70,023,192 ($232,373) $69,790,818 30% $20,937,245 $2.248 $470,669
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $71,423,655 ($232,373) $71,191,282 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $72,852,129 ($232,373) $72,619,755 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $74,309,171 ($232,373) $74,076,798 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $75,795,355 ($232,373) $75,562,981 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $77,311,262 ($232,373) $77,078,888 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $78,857,487 ($232,373) $78,625,114 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $80,434,637 ($232,373) $80,202,263 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $82,043,329 ($232,373) $81,810,956 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $83,684,196 ($232,373) $83,451,823 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $85,357,880 ($232,373) $85,125,507 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $87,065,037 ($232,373) $86,832,664 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $88,806,338 ($232,373) $88,573,965 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $90,582,465 ($232,373) $90,350,092 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $92,394,114 ($232,373) $92,161,741 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $94,241,997 ($232,373) $94,009,623 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $96,126,837 ($232,373) $95,894,463 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $98,049,373 ($232,373) $97,817,000 0% $0 $2.248 $0
Total $8,804,224
MuniCap, Inc.
(a)
(b)
See Appendix C-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E5A. See Appendix C-4.a.
(d)
(e)
C-26
C-225
APPENDIX C
Port Covington
E7 Office & Retail

(a)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($262,507) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($236,256) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($236,256) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $53,375,232 ($236,256) $53,138,976 80% $42,511,180 $2.248 $955,651
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $62,271,104 ($236,256) $62,034,848 80% $49,627,878 $2.248 $1,115,635
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $71,661,191 ($236,256) $71,424,935 80% $57,139,948 $2.248 $1,284,506
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $74,132,267 ($236,256) $73,896,010 80% $59,116,808 $2.248 $1,328,946
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $75,614,912 ($236,256) $75,378,656 80% $60,302,925 $2.248 $1,355,610
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $77,127,210 ($236,256) $76,890,954 70% $53,823,668 $2.248 $1,209,956
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $78,669,755 ($236,256) $78,433,498 60% $47,060,099 $2.248 $1,057,911
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $80,243,150 ($236,256) $80,006,893 50% $40,003,447 $2.248 $899,277
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $81,848,013 ($236,256) $81,611,756 40% $32,644,702 $2.248 $733,853
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $83,484,973 ($236,256) $83,248,716 30% $24,974,615 $2.248 $561,429
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $85,154,672 ($236,256) $84,918,416 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $86,857,766 ($236,256) $86,621,509 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $88,594,921 ($236,256) $88,358,665 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $90,366,820 ($236,256) $90,130,563 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $92,174,156 ($236,256) $91,937,899 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $94,017,639 ($236,256) $93,781,383 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $95,897,992 ($236,256) $95,661,735 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $97,815,952 ($236,256) $97,579,695 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $99,772,271 ($236,256) $99,536,014 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $101,767,716 ($236,256) $101,531,460 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $103,803,070 ($236,256) $103,566,814 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $105,879,132 ($236,256) $105,642,875 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $107,996,714 ($236,256) $107,760,458 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $110,156,649 ($236,256) $109,920,392 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $112,359,782 ($236,256) $112,123,525 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $114,606,977 ($236,256) $114,370,721 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $116,899,117 ($236,256) $116,662,860 0% $0 $2.248 $0
Total $10,502,774
MuniCap, Inc.
(a)
(b)
See Appendix C-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E7 office and retail. Increases with inflation until development starts and base year is established. See Appendix C-4.b.
(d)
(e)
C-27
C-226
APPENDIX C
Port Covington
E1 Retail & Parking

(a)
(b) (c)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($439,047) $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($395,142) $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($395,142) $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $23,465,032 ($395,142) $23,069,890 80% $18,455,912 $2.248 $414,889
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $27,375,871 ($395,142) $26,980,729 80% $21,584,583 $2.248 $485,221
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $31,503,978 ($395,142) $31,108,836 80% $24,887,069 $2.248 $559,461
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $32,590,322 ($395,142) $32,195,180 80% $25,756,144 $2.248 $578,998
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $33,242,129 ($395,142) $32,846,987 80% $26,277,589 $2.248 $590,720
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $33,906,971 ($395,142) $33,511,829 70% $23,458,281 $2.248 $527,342
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $34,585,111 ($395,142) $34,189,969 60% $20,513,981 $2.248 $461,154
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $35,276,813 ($395,142) $34,881,671 50% $17,440,835 $2.248 $392,070
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $35,982,349 ($395,142) $35,587,207 40% $14,234,883 $2.248 $320,000
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $36,701,996 ($395,142) $36,306,854 30% $10,892,056 $2.248 $244,853
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $37,436,036 ($395,142) $37,040,894 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $38,184,757 ($395,142) $37,789,615 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $38,948,452 ($395,142) $38,553,310 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $39,727,421 ($395,142) $39,332,279 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $40,521,970 ($395,142) $40,126,827 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $41,332,409 ($395,142) $40,937,267 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $42,159,057 ($395,142) $41,763,915 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $43,002,238 ($395,142) $42,607,096 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $43,862,283 ($395,142) $43,467,141 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $44,739,529 ($395,142) $44,344,387 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $45,634,319 ($395,142) $45,239,177 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $46,547,006 ($395,142) $46,151,864 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $47,477,946 ($395,142) $47,082,804 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $48,427,505 ($395,142) $48,032,363 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $49,396,055 ($395,142) $49,000,913 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $50,383,976 ($395,142) $49,988,834 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $51,391,656 ($395,142) $50,996,513 0% $0 $2.248 $0
Total $4,574,710
MuniCap, Inc.
(a)
(b)
See Appendix C-3.c.
(c)
Represents the Original Assessable Base value of tax parcel developed as E1 retail. Increases with inflation until development starts and base year is established. See Appendix C-4.a.
(d)
(e)
C-28
C-227
APPENDIX C
Port Covington

1-Jul-20 1-Sep-21 $572,685 $190,738 $180,546 $0 $0 $0 $0 $0 $943,969
1-Jul-21 1-Sep-22 $497,798 $171,082 $160,763 $0 $0 $0 $0 $0 $829,644
1-Jul-22 1-Sep-23 $435,574 $171,082 $140,668 $0 $0 $0 $0 $0 $747,324
1-Jul-23 1-Sep-24 $373,349 $149,697 $120,573 $42,819 $15,618 $800,939 $955,651 $414,889 $2,873,534
1-Jul-24 1-Sep-25 $326,725 $133,226 $104,599 $49,999 $18,238 $935,126 $1,115,635 $485,221 $3,168,768
1-Jul-25 1-Sep-26 $273,861 $115,116 $86,976 $57,577 $21,004 $1,076,767 $1,284,506 $559,461 $3,475,269
1-Jul-26 1-Sep-27 $214,757 $95,369 $67,705 $59,571 $21,732 $1,114,041 $1,328,946 $578,998 $3,481,119
1-Jul-27 1-Sep-28 $0 $73,001 $0 $60,768 $22,169 $1,136,405 $1,355,610 $590,720 $3,238,673
1-Jul-28 1-Sep-29 $0 $0 $0 $54,240 $19,788 $1,014,315 $1,209,956 $527,342 $2,825,640
1-Jul-29 1-Sep-30 $0 $0 $0 $47,425 $17,302 $886,864 $1,057,911 $461,154 $2,470,655
1-Jul-30 1-Sep-31 $0 $0 $0 $40,314 $14,708 $753,886 $899,277 $392,070 $2,100,256
1-Jul-31 1-Sep-32 $0 $0 $0 $32,899 $12,003 $615,213 $733,853 $320,000 $1,713,968
1-Jul-32 1-Sep-33 $0 $0 $0 $25,170 $9,183 $470,669 $561,429 $244,853 $1,311,305
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $2,694,750 $1,099,311 $861,829 $470,780 $171,745 $8,804,224 $10,502,774 $4,574,710 $29,180,124
MuniCap, Inc.
(a)
See Appendix C-4.b. C-29
C-228
APPENDIX C
Port Covington
(a)
Appendix C-4.c: Projected Property Tax Credits - Brownfield

Year Year Year Impact Zone Tax Credit Percentage Eligible for Assessment Eligible for Brownfield for Brownfield Tax Rate Brownfield
(b) (c) (d) (e) (f)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $31,844,150 20% $6,368,830 70% $4,458,181 $2.248 $100,220
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $27,680,070 20% $5,536,014 70% $3,875,210 $2.248 $87,115
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $27,680,070 30% $8,304,021 70% $5,812,815 $2.248 $130,672
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $27,680,070 40% $11,072,028 70% $7,750,420 $2.248 $174,229
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $29,068,097 50% $14,534,048 70% $10,173,834 $2.248 $228,708
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $30,456,123 60% $18,273,674 70% $12,791,572 $2.248 $287,555
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $31,844,150 70% $22,290,905 70% $15,603,634 $2.248 $350,770
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $32,676,966 0% $0 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $33,526,438 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $34,392,900 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $35,276,691 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $36,178,158 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $37,097,654 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $38,035,540 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $38,992,184 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $39,967,961 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $40,963,253 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $41,978,451 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $43,013,953 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $44,070,165 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $45,147,501 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $46,246,384 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $47,367,245 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $48,510,523 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $49,676,666 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $50,866,133 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $52,079,388 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $53,316,909 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $54,579,180 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $55,866,697 0% $0 0% $0 $2.248 $0
Total $1,359,268
MuniCap, Inc.
(a)
(b)
See Appendix C-4.b.
(c)
(d)
(e)
(f)
C-30
C-229
APPENDIX C
Port Covington
(a)
Appendix C-4.c: Projected Property Tax Credits - Brownfield, continued

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,606,000 20% $2,121,200 70% $1,484,840 $2.248 $33,379
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $9,513,010 20% $1,902,602 70% $1,331,821 $2.248 $29,939
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $9,513,010 20% $1,902,602 70% $1,331,821 $2.248 $29,939
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $9,513,010 30% $2,853,903 70% $1,997,732 $2.248 $44,909
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $9,877,340 40% $3,950,936 70% $2,765,655 $2.248 $62,172
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $10,241,670 50% $5,120,835 70% $3,584,585 $2.248 $80,581
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $10,606,000 60% $6,363,600 70% $4,454,520 $2.248 $100,138
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $10,824,598 70% $7,577,219 70% $5,304,053 $2.248 $119,235
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $11,047,568 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $11,274,997 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $11,506,975 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $11,743,593 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $11,984,943 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $12,231,119 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $12,482,220 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $12,738,342 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $12,999,587 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $13,266,057 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $13,537,856 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $13,815,091 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $14,097,871 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $14,386,306 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $14,680,510 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $14,980,599 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $15,286,689 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $15,598,900 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $15,917,356 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $16,242,182 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $16,573,503 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $16,911,451 0% $0 0% $0 $2.248 $0
Total $500,293
MuniCap, Inc.
(a)
(b)
See Appendix C-4.b.
(c)
(d)
(e)
(f)
C-31
C-230
APPENDIX C
Port Covington
(a)
City Garage
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $10,039,250 20% $2,007,850 70% $1,405,495 $2.248 $31,596
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $8,939,250 20% $1,787,850 70% $1,251,495 $2.248 $28,134
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $8,939,250 30% $2,681,775 70% $1,877,243 $2.248 $42,200
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $8,939,250 40% $3,575,700 70% $2,502,990 $2.248 $56,267
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $9,305,917 50% $4,652,958 70% $3,257,071 $2.248 $73,219
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $9,672,583 60% $5,803,550 70% $4,062,485 $2.248 $91,325
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $10,039,250 70% $7,027,475 70% $4,919,233 $2.248 $110,584
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $10,259,250 0% $0 0% $0 $2.248 $0
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $10,483,650 0% $0 0% $0 $2.248 $0
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $10,712,538 0% $0 0% $0 $2.248 $0
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $10,946,004 0% $0 0% $0 $2.248 $0
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $11,184,139 0% $0 0% $0 $2.248 $0
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $11,427,037 0% $0 0% $0 $2.248 $0
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $11,674,792 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $11,927,503 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $12,185,268 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $12,448,189 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $12,716,367 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $12,989,910 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $13,268,923 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $13,553,516 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $13,843,802 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $14,139,893 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $14,441,906 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $14,749,959 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $15,064,173 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $15,384,671 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $15,711,580 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $16,045,026 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $16,385,142 0% $0 0% $0 $2.248 $0
Total $433,325
MuniCap, Inc.
(a)
(b)
See Appendix C-4.b.
(c)
(d)
(e)
(f)
C-32
C-231
APPENDIX C
Port Covington
(a)

Apartment Retail
Year Year Year Impact Original Assessable Tax For Brownfield Tax Rate Per Original Assessable Tax For Brownfield Tax Rate Per Brownfield
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($277,780) $0 0% $0 $2.248 $0 $0 ($15,885) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($250,002) $0 0% $0 $2.248 $0 $0 ($14,297) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($250,002) $0 0% $0 $2.248 $0 $0 ($14,297) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $45,261,226 ($250,002) $45,011,224 70% $31,507,857 $2.248 $708,297 $2,395,256 ($14,297) $2,380,959 20% $476,192 $2.248 $10,705 $719,001
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $52,804,764 ($250,002) $52,554,762 70% $36,788,333 $2.248 $827,002 $2,794,465 ($14,297) $2,780,169 20% $556,034 $2.248 $12,500 $839,501
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $60,767,387 ($250,002) $60,517,385 70% $42,362,170 $2.248 $952,302 $3,215,853 ($14,297) $3,201,556 20% $640,311 $2.248 $14,394 $966,696
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $62,862,814 ($250,002) $62,612,812 70% $43,828,969 $2.248 $985,275 $3,326,744 ($14,297) $3,312,448 20% $662,490 $2.248 $14,893 $1,000,168
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $64,120,071 ($250,002) $63,870,069 70% $44,709,048 $2.248 $1,005,059 $3,393,279 ($14,297) $3,378,982 20% $675,796 $2.248 $15,192 $1,020,251
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $65,402,472 ($250,002) $65,152,470 70% $45,606,729 $2.248 $1,025,239 $3,461,145 ($14,297) $3,446,848 30% $1,034,054 $2.248 $23,246 $1,048,485
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $66,710,522 ($250,002) $66,460,519 70% $46,522,364 $2.248 $1,045,823 $3,530,367 ($14,297) $3,516,071 40% $1,406,428 $2.248 $31,617 $1,077,439
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $68,044,732 ($250,002) $67,794,730 70% $47,456,311 $2.248 $1,066,818 $3,600,975 ($14,297) $3,586,678 50% $1,793,339 $2.248 $40,314 $1,107,132
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $69,405,627 ($250,002) $69,155,624 70% $48,408,937 $2.248 $1,088,233 $3,672,994 ($14,297) $3,658,698 60% $2,195,219 $2.248 $49,349 $1,137,581
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $70,793,739 ($250,002) $70,543,737 70% $49,380,616 $2.248 $1,110,076 $3,746,454 ($14,297) $3,732,158 70% $2,612,510 $2.248 $58,729 $1,168,805
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $72,209,614 ($250,002) $71,959,612 0% $0 $2.248 $0 $3,821,383 ($14,297) $3,807,087 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $73,653,806 ($250,002) $73,403,804 0% $0 $2.248 $0 $3,897,811 ($14,297) $3,883,514 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $75,126,882 ($250,002) $74,876,880 0% $0 $2.248 $0 $3,975,767 ($14,297) $3,961,471 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $76,629,420 ($250,002) $76,379,418 0% $0 $2.248 $0 $4,055,283 ($14,297) $4,040,986 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $78,162,008 ($250,002) $77,912,006 0% $0 $2.248 $0 $4,136,388 ($14,297) $4,122,092 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $79,725,249 ($250,002) $79,475,246 0% $0 $2.248 $0 $4,219,116 ($14,297) $4,204,819 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $81,319,754 ($250,002) $81,069,751 0% $0 $2.248 $0 $4,303,498 ($14,297) $4,289,202 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $82,946,149 ($250,002) $82,696,146 0% $0 $2.248 $0 $4,389,568 ($14,297) $4,375,272 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $84,605,072 ($250,002) $84,355,069 0% $0 $2.248 $0 $4,477,360 ($14,297) $4,463,063 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $86,297,173 ($250,002) $86,047,171 0% $0 $2.248 $0 $4,566,907 ($14,297) $4,552,610 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $88,023,117 ($250,002) $87,773,114 0% $0 $2.248 $0 $4,658,245 ($14,297) $4,643,948 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $89,783,579 ($250,002) $89,533,577 0% $0 $2.248 $0 $4,751,410 ($14,297) $4,737,113 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $91,579,250 ($250,002) $91,329,248 0% $0 $2.248 $0 $4,846,438 ($14,297) $4,832,141 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $93,410,835 ($250,002) $93,160,833 0% $0 $2.248 $0 $4,943,367 ($14,297) $4,929,070 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $95,279,052 ($250,002) $95,029,050 0% $0 $2.248 $0 $5,042,234 ($14,297) $5,027,938 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $97,184,633 ($250,002) $96,934,631 0% $0 $2.248 $0 $5,143,079 ($14,297) $5,128,782 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $99,128,326 ($250,002) $98,878,324 0% $0 $2.248 $0 $5,245,940 ($14,297) $5,231,644 0% $0 $2.248 $0 $0
Total $9,814,124 $270,937 $10,085,061

MuniCap, Inc.
(a)
(b)
and Taxation.
(c)
See Appendix C-3.c.
(d)
See Appendix C-4.a.
(e)
(f)
(g)
C-33
C-232
APPENDIX C
Port Covington
Appendix C-4.c: Projected Property Tax Credits - Brownfield, continued(a)

Apartment Retail
(b) (b)
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($143,248) $0 0% $0 $2.248 $0 $0 ($6,536) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($128,923) $0 0% $0 $2.248 $0 $0 ($5,883) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($128,923) $0 0% $0 $2.248 $0 $0 ($5,883) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $24,670,439 ($128,923) $24,541,516 70% $17,179,061 $2.248 $386,185 $874,302 ($5,883) $868,420 20% $173,684 $2.248 $3,904 $390,090
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $28,782,179 ($128,923) $28,653,256 70% $20,057,279 $2.248 $450,888 $1,020,019 ($5,883) $1,014,137 20% $202,827 $2.248 $4,560 $455,447
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $33,122,348 ($128,923) $32,993,425 70% $23,095,398 $2.248 $519,185 $1,173,832 ($5,883) $1,167,949 20% $233,590 $2.248 $5,251 $524,436
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $34,264,498 ($128,923) $34,135,575 70% $23,894,903 $2.248 $537,157 $1,214,309 ($5,883) $1,208,426 20% $241,685 $2.248 $5,433 $542,590
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $34,949,788 ($128,923) $34,820,865 70% $24,374,606 $2.248 $547,941 $1,238,595 ($5,883) $1,232,712 20% $246,542 $2.248 $5,542 $553,483
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $35,648,784 ($128,923) $35,519,861 70% $24,863,903 $2.248 $558,941 $1,263,367 ($5,883) $1,257,484 30% $377,245 $2.248 $8,480 $567,421
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $36,361,760 ($128,923) $36,232,837 70% $25,362,986 $2.248 $570,160 $1,288,634 ($5,883) $1,282,752 40% $513,101 $2.248 $11,535 $581,694
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $37,088,995 ($128,923) $36,960,072 70% $25,872,050 $2.248 $581,604 $1,314,407 ($5,883) $1,308,524 50% $654,262 $2.248 $14,708 $596,312
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $37,830,775 ($128,923) $37,701,852 70% $26,391,296 $2.248 $593,276 $1,340,695 ($5,883) $1,334,813 60% $800,888 $2.248 $18,004 $611,280
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $38,587,390 ($128,923) $38,458,467 70% $26,920,927 $2.248 $605,182 $1,367,509 ($5,883) $1,361,626 70% $953,139 $2.248 $21,427 $626,609
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $39,359,138 ($128,923) $39,230,215 0% $0 $2.248 $0 $1,394,859 ($5,883) $1,388,977 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $40,146,321 ($128,923) $40,017,398 0% $0 $2.248 $0 $1,422,756 ($5,883) $1,416,874 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $40,949,247 ($128,923) $40,820,324 0% $0 $2.248 $0 $1,451,212 ($5,883) $1,445,329 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $41,768,232 ($128,923) $41,639,309 0% $0 $2.248 $0 $1,480,236 ($5,883) $1,474,353 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $42,603,597 ($128,923) $42,474,674 0% $0 $2.248 $0 $1,509,840 ($5,883) $1,503,958 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $43,455,669 ($128,923) $43,326,746 0% $0 $2.248 $0 $1,540,037 ($5,883) $1,534,155 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $44,324,782 ($128,923) $44,195,859 0% $0 $2.248 $0 $1,570,838 ($5,883) $1,564,955 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $45,211,278 ($128,923) $45,082,355 0% $0 $2.248 $0 $1,602,255 ($5,883) $1,596,372 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $46,115,503 ($128,923) $45,986,580 0% $0 $2.248 $0 $1,634,300 ($5,883) $1,628,417 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $47,037,813 ($128,923) $46,908,890 0% $0 $2.248 $0 $1,666,986 ($5,883) $1,661,103 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $47,978,570 ($128,923) $47,849,647 0% $0 $2.248 $0 $1,700,326 ($5,883) $1,694,443 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $48,938,141 ($128,923) $48,809,218 0% $0 $2.248 $0 $1,734,332 ($5,883) $1,728,450 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $49,916,904 ($128,923) $49,787,981 0% $0 $2.248 $0 $1,769,019 ($5,883) $1,763,136 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $50,915,242 ($128,923) $50,786,319 0% $0 $2.248 $0 $1,804,399 ($5,883) $1,798,517 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $51,933,547 ($128,923) $51,804,624 0% $0 $2.248 $0 $1,840,487 ($5,883) $1,834,605 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $52,972,218 ($128,923) $52,843,295 0% $0 $2.248 $0 $1,877,297 ($5,883) $1,871,414 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $54,031,662 ($128,923) $53,902,739 0% $0 $2.248 $0 $1,914,843 ($5,883) $1,908,960 0% $0 $2.248 $0 $0
Total $5,350,519 $98,844 $5,449,363

MuniCap, Inc.
(a)
(b)
Taxation.
(c)
See Appendix C-3.c.
(d)
See Appendix C-4.a.
(e)
(f)
(g)
C-34
C-233
APPENDIX C
Port Covington
E5A Office & Retail

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $44,536,212 20% $8,907,242 70% $6,235,070 $2.248 $140,164
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $51,997,642 20% $10,399,528 70% $7,279,670 $2.248 $163,647
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $59,873,597 20% $11,974,719 70% $8,382,304 $2.248 $188,434
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $61,946,217 20% $12,389,243 70% $8,672,470 $2.248 $194,957
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $63,189,789 20% $12,637,958 70% $8,846,570 $2.248 $198,871
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $64,458,232 30% $19,337,470 70% $13,536,229 $2.248 $304,294
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $65,752,044 40% $26,300,818 70% $18,410,572 $2.248 $413,870
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $67,071,732 50% $33,535,866 70% $23,475,106 $2.248 $527,720
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $68,417,815 60% $41,050,689 70% $28,735,482 $2.248 $645,974
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $69,790,818 70% $48,853,573 70% $34,197,501 $2.248 $768,760
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $71,191,282 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $72,619,755 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $74,076,798 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $75,562,981 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $77,078,888 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $78,625,114 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $80,202,263 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $81,810,956 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $83,451,823 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $85,125,507 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $86,832,664 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $88,573,965 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $90,350,092 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $92,161,741 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $94,009,623 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $95,894,463 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $97,817,000 0% $0 0% $0 $2.248 $0
Total $3,546,692
MuniCap, Inc.
(a)
(b)
See Appendix C-4.b.
(c)
(d)
(e)
(f)
C-35
C-234
APPENDIX C
Port Covington
(a)
E7 Office & Retail

31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 0% $0 0% $0 $2.248 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $53,138,976 20% $10,627,795 70% $7,439,457 $2.248 $167,239
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $62,034,848 20% $12,406,970 70% $8,684,879 $2.248 $195,236
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $71,424,935 20% $14,284,987 70% $9,999,491 $2.248 $224,789
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $73,896,010 20% $14,779,202 70% $10,345,441 $2.248 $232,566
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $75,378,656 20% $15,075,731 70% $10,553,012 $2.248 $237,232
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $76,890,954 30% $23,067,286 70% $16,147,100 $2.248 $362,987
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $78,433,498 40% $31,373,399 70% $21,961,379 $2.248 $493,692
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $80,006,893 50% $40,003,447 70% $28,002,413 $2.248 $629,494
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $81,611,756 60% $48,967,054 70% $34,276,938 $2.248 $770,546
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $83,248,716 70% $58,274,101 70% $40,791,871 $2.248 $917,001
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $84,918,416 0% $0 0% $0 $2.248 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $86,621,509 0% $0 0% $0 $2.248 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $88,358,665 0% $0 0% $0 $2.248 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $90,130,563 0% $0 0% $0 $2.248 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $91,937,899 0% $0 0% $0 $2.248 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $93,781,383 0% $0 0% $0 $2.248 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $95,661,735 0% $0 0% $0 $2.248 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $97,579,695 0% $0 0% $0 $2.248 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $99,536,014 0% $0 0% $0 $2.248 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $101,531,460 0% $0 0% $0 $2.248 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $103,566,814 0% $0 0% $0 $2.248 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $105,642,875 0% $0 0% $0 $2.248 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $107,760,458 0% $0 0% $0 $2.248 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $109,920,392 0% $0 0% $0 $2.248 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $112,123,525 0% $0 0% $0 $2.248 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $114,370,721 0% $0 0% $0 $2.248 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $116,662,860 0% $0 0% $0 $2.248 $0
Total $4,230,781
MuniCap, Inc.
(a)
(b)
See Appendix C-4.b.
(c)
(d)
(e)
(f)
C-36
C-235
APPENDIX C
Port Covington

Apartment Retail
31-Dec-19 1-Jul-20 1-Sep-21 100.0% $0 ($188,984) $0 0% $0 $2.248 $0 $0 ($439,047) $0 0% $0 $2.248 $0 $0
31-Dec-20 1-Jul-21 1-Sep-22 90.0% $0 ($170,086) $0 0% $0 $2.248 $0 $0 ($395,142) $0 0% $0 $2.248 $0 $0
31-Dec-21 1-Jul-22 1-Sep-23 90.0% $0 ($170,086) $0 0% $0 $2.248 $0 $0 ($395,142) $0 0% $0 $2.248 $0 $0
31-Dec-22 1-Jul-23 1-Sep-24 90.0% $30,610,407 ($170,086) $30,440,321 70% $21,308,225 $2.248 $479,009 $23,465,032 ($395,142) $23,069,890 20% $4,613,978 $2.248 $103,722 $582,731
31-Dec-23 1-Jul-24 1-Sep-25 93.3% $35,712,141 ($170,086) $35,542,056 70% $24,879,439 $2.248 $559,290 $27,375,871 ($395,142) $26,980,729 20% $5,396,146 $2.248 $121,305 $680,595
31-Dec-24 1-Jul-25 1-Sep-26 96.7% $41,097,305 ($170,086) $40,927,220 70% $28,649,054 $2.248 $644,031 $31,503,978 ($395,142) $31,108,836 20% $6,221,767 $2.248 $139,865 $783,896
31-Dec-25 1-Jul-26 1-Sep-27 100.0% $42,514,454 ($170,086) $42,344,368 70% $29,641,058 $2.248 $666,331 $32,590,322 ($395,142) $32,195,180 20% $6,439,036 $2.248 $144,750 $811,081
31-Dec-26 1-Jul-27 1-Sep-28 102.0% $43,364,743 ($170,086) $43,194,657 70% $30,236,260 $2.248 $679,711 $33,242,129 ($395,142) $32,846,987 20% $6,569,397 $2.248 $147,680 $827,391
31-Dec-27 1-Jul-28 1-Sep-29 104.0% $44,232,038 ($170,086) $44,061,952 70% $30,843,366 $2.248 $693,359 $33,906,971 ($395,142) $33,511,829 30% $10,053,549 $2.248 $226,004 $919,363
31-Dec-28 1-Jul-29 1-Sep-30 106.1% $45,116,679 ($170,086) $44,946,593 70% $31,462,615 $2.248 $707,280 $34,585,111 ($395,142) $34,189,969 40% $13,675,988 $2.248 $307,436 $1,014,716
31-Dec-29 1-Jul-30 1-Sep-31 108.2% $46,019,012 ($170,086) $45,848,926 70% $32,094,249 $2.248 $721,479 $35,276,813 ($395,142) $34,881,671 50% $17,440,835 $2.248 $392,070 $1,113,549
31-Dec-30 1-Jul-31 1-Sep-32 110.4% $46,939,392 ($170,086) $46,769,307 70% $32,738,515 $2.248 $735,962 $35,982,349 ($395,142) $35,587,207 60% $21,352,324 $2.248 $480,000 $1,215,962
31-Dec-31 1-Jul-32 1-Sep-33 112.6% $47,878,180 ($170,086) $47,708,095 70% $33,395,666 $2.248 $750,735 $36,701,996 ($395,142) $36,306,854 70% $25,414,798 $2.248 $571,325 $1,322,059
31-Dec-32 1-Jul-33 1-Sep-34 114.9% $48,835,744 ($170,086) $48,665,658 0% $0 $2.248 $0 $37,436,036 ($395,142) $37,040,894 0% $0 $2.248 $0 $0
31-Dec-33 1-Jul-34 1-Sep-35 117.2% $49,812,459 ($170,086) $49,642,373 0% $0 $2.248 $0 $38,184,757 ($395,142) $37,789,615 0% $0 $2.248 $0 $0
31-Dec-34 1-Jul-35 1-Sep-36 119.5% $50,808,708 ($170,086) $50,638,622 0% $0 $2.248 $0 $38,948,452 ($395,142) $38,553,310 0% $0 $2.248 $0 $0
31-Dec-35 1-Jul-36 1-Sep-37 121.9% $51,824,882 ($170,086) $51,654,796 0% $0 $2.248 $0 $39,727,421 ($395,142) $39,332,279 0% $0 $2.248 $0 $0
31-Dec-36 1-Jul-37 1-Sep-38 124.3% $52,861,380 ($170,086) $52,691,294 0% $0 $2.248 $0 $40,521,970 ($395,142) $40,126,827 0% $0 $2.248 $0 $0
31-Dec-37 1-Jul-38 1-Sep-39 126.8% $53,918,607 ($170,086) $53,748,522 0% $0 $2.248 $0 $41,332,409 ($395,142) $40,937,267 0% $0 $2.248 $0 $0
31-Dec-38 1-Jul-39 1-Sep-40 129.4% $54,996,979 ($170,086) $54,826,894 0% $0 $2.248 $0 $42,159,057 ($395,142) $41,763,915 0% $0 $2.248 $0 $0
31-Dec-39 1-Jul-40 1-Sep-41 131.9% $56,096,919 ($170,086) $55,926,833 0% $0 $2.248 $0 $43,002,238 ($395,142) $42,607,096 0% $0 $2.248 $0 $0
31-Dec-40 1-Jul-41 1-Sep-42 134.6% $57,218,857 ($170,086) $57,048,772 0% $0 $2.248 $0 $43,862,283 ($395,142) $43,467,141 0% $0 $2.248 $0 $0
31-Dec-41 1-Jul-42 1-Sep-43 137.3% $58,363,235 ($170,086) $58,193,149 0% $0 $2.248 $0 $44,739,529 ($395,142) $44,344,387 0% $0 $2.248 $0 $0
31-Dec-42 1-Jul-43 1-Sep-44 140.0% $59,530,499 ($170,086) $59,360,414 0% $0 $2.248 $0 $45,634,319 ($395,142) $45,239,177 0% $0 $2.248 $0 $0
31-Dec-43 1-Jul-44 1-Sep-45 142.8% $60,721,109 ($170,086) $60,551,024 0% $0 $2.248 $0 $46,547,006 ($395,142) $46,151,864 0% $0 $2.248 $0 $0
31-Dec-44 1-Jul-45 1-Sep-46 145.7% $61,935,531 ($170,086) $61,765,446 0% $0 $2.248 $0 $47,477,946 ($395,142) $47,082,804 0% $0 $2.248 $0 $0
31-Dec-45 1-Jul-46 1-Sep-47 148.6% $63,174,242 ($170,086) $63,004,156 0% $0 $2.248 $0 $48,427,505 ($395,142) $48,032,363 0% $0 $2.248 $0 $0
31-Dec-46 1-Jul-47 1-Sep-48 151.6% $64,437,727 ($170,086) $64,267,641 0% $0 $2.248 $0 $49,396,055 ($395,142) $49,000,913 0% $0 $2.248 $0 $0
31-Dec-47 1-Jul-48 1-Sep-49 154.6% $65,726,481 ($170,086) $65,556,396 0% $0 $2.248 $0 $50,383,976 ($395,142) $49,988,834 0% $0 $2.248 $0 $0
31-Dec-48 1-Jul-49 1-Sep-50 157.7% $67,041,011 ($170,086) $66,870,925 0% $0 $2.248 $0 $51,391,656 ($395,142) $50,996,513 0% $0 $2.248 $0 $0
Total $6,637,185 $2,634,157 $9,271,342

MuniCap, Inc.
(a)
(b)
and Taxation.
(c)
See Appendix C-3.c.
(d)
See Appendix C-4.a.
(e)
(f)
(g)
C-37
C-236
APPENDIX C
Port Covington

1-Jul-20 1-Sep-21 $100,220 $33,379 $31,596 $0 $0 $0 $0 $0 $165,195
1-Jul-21 1-Sep-22 $87,115 $29,939 $28,134 $0 $0 $0 $0 $0 $145,188
1-Jul-22 1-Sep-23 $130,672 $29,939 $42,200 $0 $0 $0 $0 $0 $202,812
1-Jul-23 1-Sep-24 $174,229 $44,909 $56,267 $719,001 $390,090 $140,164 $167,239 $582,731 $2,274,631
1-Jul-24 1-Sep-25 $228,708 $62,172 $73,219 $839,501 $455,447 $163,647 $195,236 $680,595 $2,698,525
1-Jul-25 1-Sep-26 $287,555 $80,581 $91,325 $966,696 $524,436 $188,434 $224,789 $783,896 $3,147,711
1-Jul-26 1-Sep-27 $350,770 $100,138 $110,584 $1,000,168 $542,590 $194,957 $232,566 $811,081 $3,342,853
1-Jul-27 1-Sep-28 $0 $119,235 $0 $1,020,251 $553,483 $198,871 $237,232 $827,391 $2,956,464
1-Jul-28 1-Sep-29 $0 $0 $0 $1,048,485 $567,421 $304,294 $362,987 $919,363 $3,202,550
1-Jul-29 1-Sep-30 $0 $0 $0 $1,077,439 $581,694 $413,870 $493,692 $1,014,716 $3,581,411
1-Jul-30 1-Sep-31 $0 $0 $0 $1,107,132 $596,312 $527,720 $629,494 $1,113,549 $3,974,207
1-Jul-31 1-Sep-32 $0 $0 $0 $1,137,581 $611,280 $645,974 $770,546 $1,215,962 $4,381,343
1-Jul-32 1-Sep-33 $0 $0 $0 $1,168,805 $626,609 $768,760 $917,001 $1,322,059 $4,803,235
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $1,359,268 $500,293 $433,325 $10,085,061 $5,449,363 $3,546,692 $4,230,781 $9,271,342 $34,876,124
MuniCap, Inc.
(a)
See Appendix C-4.c. C-38
C-237
APPENDIX C
Port Covington
Appendix C-4.d: Projected Property Tax Credits - Total
Tax Bond
1-Jul-20 1-Sep-21 $943,969 $165,195 $1,109,164
1-Jul-21 1-Sep-22 $829,644 $145,188 $974,831
1-Jul-22 1-Sep-23 $747,324 $202,812 $950,135
1-Jul-23 1-Sep-24 $2,873,534 $2,274,631 $5,148,166
1-Jul-24 1-Sep-25 $3,168,768 $2,698,525 $5,867,293
1-Jul-25 1-Sep-26 $3,475,269 $3,147,711 $6,622,980
1-Jul-26 1-Sep-27 $3,481,119 $3,342,853 $6,823,972
1-Jul-27 1-Sep-28 $3,238,673 $2,956,464 $6,195,137
1-Jul-28 1-Sep-29 $2,825,640 $3,202,550 $6,028,190
1-Jul-29 1-Sep-30 $2,470,655 $3,581,411 $6,052,066
1-Jul-30 1-Sep-31 $2,100,256 $3,974,207 $6,074,463
1-Jul-31 1-Sep-32 $1,713,968 $4,381,343 $6,095,311
1-Jul-32 1-Sep-33 $1,311,305 $4,803,235 $6,114,539
1-Jul-33 1-Sep-34 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0
Total $29,180,124 $34,876,124 $64,056,248

MuniCap, Inc.
(a)
See Appendix C-4.b.
(b)
See Appendix C-4.c. C-39
C-238
APPENDIX C
Port Covington

C-239
APPENDIX C
Port Covington
Appendix C-5.a: Projected Tax Increment Revenues Available for Debt Service - Including All Tax Credits
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-21 1-Sep-22 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 ($974,831) $360,172 94% $338,561 100% $338,561
1-Jul-22 1-Sep-23 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 ($950,135) $384,868 94% $361,776 100% $361,776
1-Jul-23 1-Sep-24 $375,603,230 ($90,796,494) $284,806,736 $2.248 $6,402,455 ($5,148,166) $1,254,290 94% $1,179,032 100% $1,179,032
1-Jul-24 1-Sep-25 $418,735,634 ($90,796,494) $327,939,140 $2.248 $7,372,072 ($5,867,293) $1,504,778 94% $1,414,492 100% $1,414,492
1-Jul-25 1-Sep-26 $463,955,265 ($90,796,494) $373,158,771 $2.248 $8,388,609 ($6,622,980) $1,765,629 94% $1,659,692 100% $1,659,692
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($6,823,972) $1,924,282 94% $1,808,825 100% $1,808,825
1-Jul-27 1-Sep-28 $489,552,797 ($90,796,494) $398,756,303 $2.248 $8,964,042 ($6,195,137) $2,768,905 94% $2,602,771 100% $2,602,771
1-Jul-28 1-Sep-29 $499,343,853 ($90,796,494) $408,547,359 $2.248 $9,184,145 ($6,028,190) $3,155,955 94% $2,966,597 100% $2,966,597
1-Jul-29 1-Sep-30 $509,330,730 ($90,796,494) $418,534,236 $2.248 $9,408,650 ($6,052,066) $3,356,583 94% $3,155,188 100% $3,155,188
1-Jul-30 1-Sep-31 $519,517,344 ($90,796,494) $428,720,850 $2.248 $9,637,645 ($6,074,463) $3,563,182 94% $3,349,391 100% $3,349,391
1-Jul-31 1-Sep-32 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 ($6,095,311) $3,775,909 94% $3,549,354 100% $3,549,354
1-Jul-32 1-Sep-33 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 ($6,114,539) $3,994,927 94% $3,755,231 100% $3,755,231
1-Jul-33 1-Sep-34 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 $0 $10,352,478 94% $9,731,329 100% $9,731,329
1-Jul-34 1-Sep-35 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 $0 $10,600,349 94% $9,964,328 100% $9,964,328
1-Jul-35 1-Sep-36 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 $0 $10,853,178 94% $10,201,988 100% $10,201,988
1-Jul-36 1-Sep-37 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 $0 $11,111,064 94% $10,444,400 100% $10,444,400
1-Jul-37 1-Sep-38 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 $0 $11,374,107 94% $10,691,661 100% $10,691,661
1-Jul-38 1-Sep-39 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 $0 $11,642,412 94% $10,943,867 100% $10,943,867
1-Jul-39 1-Sep-40 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 $0 $11,916,082 94% $11,201,117 100% $11,201,117
1-Jul-40 1-Sep-41 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 $0 $12,195,226 94% $11,463,512 100% $11,463,512
1-Jul-41 1-Sep-42 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 $0 $12,479,952 94% $11,731,155 100% $11,731,155
1-Jul-42 1-Sep-43 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 $0 $12,770,374 94% $12,004,151 100% $12,004,151
1-Jul-43 1-Sep-44 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 $0 $13,066,603 94% $12,282,607 100% $12,282,607
1-Jul-44 1-Sep-45 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 $0 $13,368,757 94% $12,566,632 100% $12,566,632
1-Jul-45 1-Sep-46 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 $0 $13,676,955 94% $12,856,337 100% $12,856,337
1-Jul-46 1-Sep-47 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 $0 $13,991,316 94% $13,151,837 100% $13,151,837
1-Jul-47 1-Sep-48 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 $0 $14,311,964 94% $13,453,246 100% $13,453,246
1-Jul-48 1-Sep-49 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 $0 $14,639,026 94% $13,760,684 100% $13,760,684
1-Jul-49 1-Sep-50 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 $0 $14,972,628 94% $14,074,270 100% $14,074,270
Total $305,789,161 ($64,056,248) $241,732,913 $227,228,938 $227,228,938

MuniCap, Inc.
(a)
See Appendix C-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendix C-4.d.
(e)
(f)
C-40
C-240
APPENDIX C
Port Covington
Appendix C-5.b: Projected Tax Increment Revenue Available for Debt Service - Including Existing Tax Credits
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 ($1,109,164) $600,962 94% $564,904 100% $564,904
1-Jul-21 1-Sep-22 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 ($974,831) $360,172 94% $338,561 100% $338,561
1-Jul-22 1-Sep-23 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 ($950,135) $384,868 94% $361,776 100% $361,776
1-Jul-23 1-Sep-24 $375,603,230 ($90,796,494) $284,806,736 $2.248 $6,402,455 ($919,024) $5,483,432 94% $5,154,426 100% $5,154,426
1-Jul-24 1-Sep-25 $418,735,634 ($90,796,494) $327,939,140 $2.248 $7,372,072 ($928,648) $6,443,424 94% $6,056,818 100% $6,056,818
1-Jul-25 1-Sep-26 $463,955,265 ($90,796,494) $373,158,771 $2.248 $8,388,609 ($935,414) $7,453,195 94% $7,006,003 100% $7,006,003
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 ($939,322) $7,808,932 94% $7,340,396 100% $7,340,396
1-Jul-27 1-Sep-28 $489,552,797 ($90,796,494) $398,756,303 $2.248 $8,964,042 ($192,236) $8,771,805 94% $8,245,497 100% $8,245,497
1-Jul-28 1-Sep-29 $499,343,853 ($90,796,494) $408,547,359 $2.248 $9,184,145 $0 $9,184,145 94% $8,633,096 100% $8,633,096
1-Jul-29 1-Sep-30 $509,330,730 ($90,796,494) $418,534,236 $2.248 $9,408,650 $0 $9,408,650 94% $8,844,131 100% $8,844,131
1-Jul-30 1-Sep-31 $519,517,344 ($90,796,494) $428,720,850 $2.248 $9,637,645 $0 $9,637,645 94% $9,059,386 100% $9,059,386
1-Jul-31 1-Sep-32 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 $0 $9,871,220 94% $9,278,947 100% $9,278,947
1-Jul-32 1-Sep-33 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 $0 $10,109,466 94% $9,502,898 100% $9,502,898
1-Jul-33 1-Sep-34 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 $0 $10,352,478 94% $9,731,329 100% $9,731,329
1-Jul-34 1-Sep-35 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 $0 $10,600,349 94% $9,964,328 100% $9,964,328
1-Jul-35 1-Sep-36 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 $0 $10,853,178 94% $10,201,988 100% $10,201,988
1-Jul-36 1-Sep-37 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 $0 $11,111,064 94% $10,444,400 100% $10,444,400
1-Jul-37 1-Sep-38 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 $0 $11,374,107 94% $10,691,661 100% $10,691,661
1-Jul-38 1-Sep-39 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 $0 $11,642,412 94% $10,943,867 100% $10,943,867
1-Jul-39 1-Sep-40 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 $0 $11,916,082 94% $11,201,117 100% $11,201,117
1-Jul-40 1-Sep-41 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 $0 $12,195,226 94% $11,463,512 100% $11,463,512
1-Jul-41 1-Sep-42 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 $0 $12,479,952 94% $11,731,155 100% $11,731,155
1-Jul-42 1-Sep-43 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 $0 $12,770,374 94% $12,004,151 100% $12,004,151
1-Jul-43 1-Sep-44 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 $0 $13,066,603 94% $12,282,607 100% $12,282,607
1-Jul-44 1-Sep-45 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 $0 $13,368,757 94% $12,566,632 100% $12,566,632
1-Jul-45 1-Sep-46 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 $0 $13,676,955 94% $12,856,337 100% $12,856,337
1-Jul-46 1-Sep-47 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 $0 $13,991,316 94% $13,151,837 100% $13,151,837
1-Jul-47 1-Sep-48 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 $0 $14,311,964 94% $13,453,246 100% $13,453,246
1-Jul-48 1-Sep-49 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 $0 $14,639,026 94% $13,760,684 100% $13,760,684
1-Jul-49 1-Sep-50 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 $0 $14,972,628 94% $14,074,270 100% $14,074,270
Total $305,789,161 ($6,948,776) $298,840,385 $280,909,962 $280,909,962

MuniCap, Inc.
(a)
See Appendix C-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
See Appendices C-4.b and C-4.c. Includes tax credits on Under Armour Building 37, Rye Street Tavern, Sagamore Spirit Distillery and City Garage.
(e)
(f)
C-41
C-241
APPENDIX C
Port Covington
Appendix C-5.c Projected Tax Increment Revenue Available for Debt Service - Excluding Tax Credits
Year Year Total Original Assessable Incremental Tax Rate Total Tax Collection Revenues after Available for Debt Service
Beginning Ending Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.)(c) Increment Revenues Rate(d) City Collection Percentage(e) Total
1-Jul-20 1-Sep-21 $166,869,723 ($90,796,494) $76,073,229 $2.248 $1,710,126 94% $1,607,519 100% $1,607,519
1-Jul-21 1-Sep-22 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 94% $1,254,903 100% $1,254,903
1-Jul-22 1-Sep-23 $150,182,751 ($90,796,494) $59,386,257 $2.248 $1,335,003 94% $1,254,903 100% $1,254,903
1-Jul-23 1-Sep-24 $375,603,230 ($90,796,494) $284,806,736 $2.248 $6,402,455 94% $6,018,308 100% $6,018,308
1-Jul-24 1-Sep-25 $418,735,634 ($90,796,494) $327,939,140 $2.248 $7,372,072 94% $6,929,748 100% $6,929,748
1-Jul-25 1-Sep-26 $463,955,265 ($90,796,494) $373,158,771 $2.248 $8,388,609 94% $7,885,293 100% $7,885,293
1-Jul-26 1-Sep-27 $479,953,722 ($90,796,494) $389,157,228 $2.248 $8,748,254 94% $8,223,359 100% $8,223,359
1-Jul-27 1-Sep-28 $489,552,797 ($90,796,494) $398,756,303 $2.248 $8,964,042 94% $8,426,199 100% $8,426,199
1-Jul-28 1-Sep-29 $499,343,853 ($90,796,494) $408,547,359 $2.248 $9,184,145 94% $8,633,096 100% $8,633,096
1-Jul-29 1-Sep-30 $509,330,730 ($90,796,494) $418,534,236 $2.248 $9,408,650 94% $8,844,131 100% $8,844,131
1-Jul-30 1-Sep-31 $519,517,344 ($90,796,494) $428,720,850 $2.248 $9,637,645 94% $9,059,386 100% $9,059,386
1-Jul-31 1-Sep-32 $529,907,691 ($90,796,494) $439,111,197 $2.248 $9,871,220 94% $9,278,947 100% $9,278,947
1-Jul-32 1-Sep-33 $540,505,845 ($90,796,494) $449,709,351 $2.248 $10,109,466 94% $9,502,898 100% $9,502,898
1-Jul-33 1-Sep-34 $551,315,962 ($90,796,494) $460,519,468 $2.248 $10,352,478 94% $9,731,329 100% $9,731,329
1-Jul-34 1-Sep-35 $562,342,281 ($90,796,494) $471,545,787 $2.248 $10,600,349 94% $9,964,328 100% $9,964,328
1-Jul-35 1-Sep-36 $573,589,127 ($90,796,494) $482,792,633 $2.248 $10,853,178 94% $10,201,988 100% $10,201,988
1-Jul-36 1-Sep-37 $585,060,909 ($90,796,494) $494,264,415 $2.248 $11,111,064 94% $10,444,400 100% $10,444,400
1-Jul-37 1-Sep-38 $596,762,127 ($90,796,494) $505,965,633 $2.248 $11,374,107 94% $10,691,661 100% $10,691,661
1-Jul-38 1-Sep-39 $608,697,370 ($90,796,494) $517,900,876 $2.248 $11,642,412 94% $10,943,867 100% $10,943,867
1-Jul-39 1-Sep-40 $620,871,317 ($90,796,494) $530,074,823 $2.248 $11,916,082 94% $11,201,117 100% $11,201,117
1-Jul-40 1-Sep-41 $633,288,744 ($90,796,494) $542,492,250 $2.248 $12,195,226 94% $11,463,512 100% $11,463,512
1-Jul-41 1-Sep-42 $645,954,519 ($90,796,494) $555,158,025 $2.248 $12,479,952 94% $11,731,155 100% $11,731,155
1-Jul-42 1-Sep-43 $658,873,609 ($90,796,494) $568,077,115 $2.248 $12,770,374 94% $12,004,151 100% $12,004,151
1-Jul-43 1-Sep-44 $672,051,081 ($90,796,494) $581,254,587 $2.248 $13,066,603 94% $12,282,607 100% $12,282,607
1-Jul-44 1-Sep-45 $685,492,103 ($90,796,494) $594,695,609 $2.248 $13,368,757 94% $12,566,632 100% $12,566,632
1-Jul-45 1-Sep-46 $699,201,945 ($90,796,494) $608,405,451 $2.248 $13,676,955 94% $12,856,337 100% $12,856,337
1-Jul-46 1-Sep-47 $713,185,984 ($90,796,494) $622,389,490 $2.248 $13,991,316 94% $13,151,837 100% $13,151,837
1-Jul-47 1-Sep-48 $727,449,703 ($90,796,494) $636,653,209 $2.248 $14,311,964 94% $13,453,246 100% $13,453,246
1-Jul-48 1-Sep-49 $741,998,697 ($90,796,494) $651,202,203 $2.248 $14,639,026 94% $13,760,684 100% $13,760,684
1-Jul-49 1-Sep-50 $756,838,671 ($90,796,494) $666,042,177 $2.248 $14,972,628 94% $14,074,270 100% $14,074,270
Total $305,789,161 $287,441,811 $287,441,811

MuniCap, Inc.
(a)
See Appendix C-3.d.
(b)
See Appendix D-1.a.
(c)
(d)
(e)
C-42
C-242
APPENDIX C
Port Covington

C-243
APPENDIX C
Port Covington
Appendix C-6.a: Projected Payment of Debt Service and Debt Service Coverage - Including All Tax Credits

1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 $0 $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $338,561 ($271,612) $271,612 $0 $0 55% 100%
1-Jul-22 1-Sep-23 $684,247 $361,776 ($322,471) $322,471 $0 $0 53% 100%
1-Jul-23 1-Sep-24 $6,784,171 $1,179,032 ($5,605,138) $5,605,138 $0 $0 17% 100%
1-Jul-24 1-Sep-25 $6,911,480 $1,414,492 ($5,496,988) $5,496,988 $0 $0 20% 100%
1-Jul-25 1-Sep-26 $7,053,243 $1,659,692 ($5,393,551) $5,393,551 $0 $0 24% 100%
1-Jul-26 1-Sep-27 $7,188,806 $1,808,825 ($5,379,981) $5,379,981 $0 $0 25% 100%
1-Jul-27 1-Sep-28 $7,333,169 $2,602,771 ($4,730,398) $4,730,398 $0 $0 35% 100%
1-Jul-28 1-Sep-29 $7,480,842 $2,966,597 ($4,514,245) $4,514,245 $0 $0 40% 100%
1-Jul-29 1-Sep-30 $7,631,499 $3,155,188 ($4,476,310) $4,476,310 $0 $0 41% 100%
1-Jul-30 1-Sep-31 $7,779,812 $3,349,391 ($4,430,421) $4,430,421 $0 $0 43% 100%
1-Jul-31 1-Sep-32 $7,934,993 $3,549,354 ($4,385,639) $4,385,639 $0 $0 45% 100%
1-Jul-32 1-Sep-33 $8,089,536 $3,755,231 ($4,334,305) $4,334,305 $0 $0 46% 100%
1-Jul-33 1-Sep-34 $8,253,039 $9,731,329 $1,478,290 $0 $1,478,290 $1,478,290 118% 118%
1-Jul-34 1-Sep-35 $8,419,698 $9,964,328 $1,544,630 $0 $1,544,630 $3,022,920 118% 118%
1-Jul-35 1-Sep-36 $8,583,911 $10,201,988 $1,618,077 $0 $1,618,077 $4,640,996 119% 119%
1-Jul-36 1-Sep-37 $8,755,276 $10,444,400 $1,689,125 $0 $1,689,125 $6,330,121 119% 119%
1-Jul-37 1-Sep-38 $8,927,988 $10,691,661 $1,763,673 $0 $1,763,673 $8,093,794 120% 120%
1-Jul-38 1-Sep-39 $9,106,446 $10,943,867 $1,837,421 $0 $1,837,421 $9,931,214 120% 120%
1-Jul-39 1-Sep-40 $9,284,846 $11,201,117 $1,916,271 $0 $1,916,271 $11,847,485 121% 121%
1-Jul-40 1-Sep-41 $9,472,585 $11,463,512 $1,990,927 $0 $1,990,927 $13,838,412 121% 121%
1-Jul-41 1-Sep-42 $9,658,659 $11,731,155 $2,072,496 $0 $2,072,496 $15,910,908 121% 121%
1-Jul-42 1-Sep-43 $9,847,464 $12,004,151 $2,156,687 $0 $2,156,687 $18,067,595 122% 122%
1-Jul-43 1-Sep-44 $10,048,198 $12,282,607 $2,234,409 $0 $2,234,409 $20,302,004 122% 122%
1-Jul-44 1-Sep-45 $10,244,654 $12,566,632 $2,321,978 $0 $2,321,978 $22,623,981 123% 123%
1-Jul-45 1-Sep-46 $10,446,230 $12,856,337 $2,410,107 $0 $2,410,107 $25,034,089 123% 123%
1-Jul-46 1-Sep-47 $10,651,922 $13,151,837 $2,499,915 $0 $2,499,915 $27,534,004 123% 123%
1-Jul-47 1-Sep-48 $10,865,724 $13,453,246 $2,587,523 $0 $2,587,523 $30,121,526 124% 124%
1-Jul-48 1-Sep-49 $11,081,431 $13,760,684 $2,679,253 $0 $2,679,253 $32,800,780 124% 124%
1-Jul-49 1-Sep-50 $689,187 $14,074,270 $13,385,084 $0 $13,385,084 $46,185,863 2042% 2042%
Total $230,384,134 $227,228,938 ($3,155,196) $49,341,060 $46,185,863

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix C-5.a.
(c)
C-43
C-244
APPENDIX C
Port Covington
Appendix C-6.b: Projected Payment of Debt Service and Debt Service Coverage - Including Existing Tax Credits

1-Jul-20 1-Sep-21 $564,904 $564,904 ($0) $0 $0 $0 100% 100%
1-Jul-21 1-Sep-22 $610,173 $338,561 ($271,612) $271,612 $0 $0 55% 100%
1-Jul-22 1-Sep-23 $684,247 $361,776 ($322,471) $322,471 $0 $0 53% 100%
1-Jul-23 1-Sep-24 $6,784,171 $5,154,426 ($1,629,745) $1,629,745 $0 $0 76% 100%
1-Jul-24 1-Sep-25 $6,911,480 $6,056,818 ($854,662) $854,662 $0 $0 88% 100%
1-Jul-25 1-Sep-26 $7,053,243 $7,006,003 ($47,240) $47,240 $0 $0 99% 100%
1-Jul-26 1-Sep-27 $7,188,806 $7,340,396 $151,590 $0 $151,590 $151,590 102% 102%
1-Jul-27 1-Sep-28 $7,333,169 $8,245,497 $912,328 $0 $912,328 $1,063,918 112% 112%
1-Jul-28 1-Sep-29 $7,480,842 $8,633,096 $1,152,254 $0 $1,152,254 $2,216,172 115% 115%
1-Jul-29 1-Sep-30 $7,631,499 $8,844,131 $1,212,632 $0 $1,212,632 $3,428,804 116% 116%
1-Jul-30 1-Sep-31 $7,779,812 $9,059,386 $1,279,574 $0 $1,279,574 $4,708,378 116% 116%
1-Jul-31 1-Sep-32 $7,934,993 $9,278,947 $1,343,953 $0 $1,343,953 $6,052,331 117% 117%
1-Jul-32 1-Sep-33 $8,089,536 $9,502,898 $1,413,362 $0 $1,413,362 $7,465,693 117% 117%
1-Jul-33 1-Sep-34 $8,253,039 $9,731,329 $1,478,290 $0 $1,478,290 $8,943,983 118% 118%
1-Jul-34 1-Sep-35 $8,419,698 $9,964,328 $1,544,630 $0 $1,544,630 $10,488,613 118% 118%
1-Jul-35 1-Sep-36 $8,583,911 $10,201,988 $1,618,077 $0 $1,618,077 $12,106,690 119% 119%
1-Jul-36 1-Sep-37 $8,755,276 $10,444,400 $1,689,125 $0 $1,689,125 $13,795,814 119% 119%
1-Jul-37 1-Sep-38 $8,927,988 $10,691,661 $1,763,673 $0 $1,763,673 $15,559,487 120% 120%
1-Jul-38 1-Sep-39 $9,106,446 $10,943,867 $1,837,421 $0 $1,837,421 $17,396,908 120% 120%
1-Jul-39 1-Sep-40 $9,284,846 $11,201,117 $1,916,271 $0 $1,916,271 $19,313,178 121% 121%
1-Jul-40 1-Sep-41 $9,472,585 $11,463,512 $1,990,927 $0 $1,990,927 $21,304,105 121% 121%
1-Jul-41 1-Sep-42 $9,658,659 $11,731,155 $2,072,496 $0 $2,072,496 $23,376,601 121% 121%
1-Jul-42 1-Sep-43 $9,847,464 $12,004,151 $2,156,687 $0 $2,156,687 $25,533,288 122% 122%
1-Jul-43 1-Sep-44 $10,048,198 $12,282,607 $2,234,409 $0 $2,234,409 $27,767,697 122% 122%
1-Jul-44 1-Sep-45 $10,244,654 $12,566,632 $2,321,978 $0 $2,321,978 $30,089,675 123% 123%
1-Jul-45 1-Sep-46 $10,446,230 $12,856,337 $2,410,107 $0 $2,410,107 $32,499,782 123% 123%
1-Jul-46 1-Sep-47 $10,651,922 $13,151,837 $2,499,915 $0 $2,499,915 $34,999,697 123% 123%
1-Jul-47 1-Sep-48 $10,865,724 $13,453,246 $2,587,523 $0 $2,587,523 $37,587,220 124% 124%
1-Jul-48 1-Sep-49 $11,081,431 $13,760,684 $2,679,253 $0 $2,679,253 $40,266,473 124% 124%
1-Jul-49 1-Sep-50 $689,187 $14,074,270 $13,385,084 $0 $13,385,084 $53,651,557 2042% 2042%
Total $230,384,134 $280,909,962 $50,525,827 $3,125,729 $53,651,557

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix C-5.b.
(c)
C-44
C-245
APPENDIX C
Port Covington
Appendix C-6.c: Projected Payment of Debt Service and Debt Service Coverage - Excluding Tax Credits

1-Jul-20 1-Sep-21 $564,904 $1,607,519 $1,042,614 $0 $1,042,614 $1,042,614 285% 285%
1-Jul-21 1-Sep-22 $610,173 $1,254,903 $644,730 $0 $644,730 $1,687,344 206% 206%
1-Jul-22 1-Sep-23 $684,247 $1,254,903 $570,656 $0 $570,656 $2,258,000 183% 183%
1-Jul-23 1-Sep-24 $6,784,171 $6,018,308 ($765,863) $765,863 $0 $2,258,000 89% 100%
1-Jul-24 1-Sep-25 $6,911,480 $6,929,748 $18,268 $0 $18,268 $2,276,268 100% 100%
1-Jul-25 1-Sep-26 $7,053,243 $7,885,293 $832,050 $0 $832,050 $3,108,317 112% 112%
1-Jul-26 1-Sep-27 $7,188,806 $8,223,359 $1,034,553 $0 $1,034,553 $4,142,871 114% 114%
1-Jul-27 1-Sep-28 $7,333,169 $8,426,199 $1,093,030 $0 $1,093,030 $5,235,901 115% 115%
1-Jul-28 1-Sep-29 $7,480,842 $8,633,096 $1,152,254 $0 $1,152,254 $6,388,155 115% 115%
1-Jul-29 1-Sep-30 $7,631,499 $8,844,131 $1,212,632 $0 $1,212,632 $7,600,786 116% 116%
1-Jul-30 1-Sep-31 $7,779,812 $9,059,386 $1,279,574 $0 $1,279,574 $8,880,361 116% 116%
1-Jul-31 1-Sep-32 $7,934,993 $9,278,947 $1,343,953 $0 $1,343,953 $10,224,314 117% 117%
1-Jul-32 1-Sep-33 $8,089,536 $9,502,898 $1,413,362 $0 $1,413,362 $11,637,676 117% 117%
1-Jul-33 1-Sep-34 $8,253,039 $9,731,329 $1,478,290 $0 $1,478,290 $13,115,966 118% 118%
1-Jul-34 1-Sep-35 $8,419,698 $9,964,328 $1,544,630 $0 $1,544,630 $14,660,596 118% 118%
1-Jul-35 1-Sep-36 $8,583,911 $10,201,988 $1,618,077 $0 $1,618,077 $16,278,672 119% 119%
1-Jul-36 1-Sep-37 $8,755,276 $10,444,400 $1,689,125 $0 $1,689,125 $17,967,797 119% 119%
1-Jul-37 1-Sep-38 $8,927,988 $10,691,661 $1,763,673 $0 $1,763,673 $19,731,470 120% 120%
1-Jul-38 1-Sep-39 $9,106,446 $10,943,867 $1,837,421 $0 $1,837,421 $21,568,890 120% 120%
1-Jul-39 1-Sep-40 $9,284,846 $11,201,117 $1,916,271 $0 $1,916,271 $23,485,161 121% 121%
1-Jul-40 1-Sep-41 $9,472,585 $11,463,512 $1,990,927 $0 $1,990,927 $25,476,088 121% 121%
1-Jul-41 1-Sep-42 $9,658,659 $11,731,155 $2,072,496 $0 $2,072,496 $27,548,584 121% 121%
1-Jul-42 1-Sep-43 $9,847,464 $12,004,151 $2,156,687 $0 $2,156,687 $29,705,271 122% 122%
1-Jul-43 1-Sep-44 $10,048,198 $12,282,607 $2,234,409 $0 $2,234,409 $31,939,680 122% 122%
1-Jul-44 1-Sep-45 $10,244,654 $12,566,632 $2,321,978 $0 $2,321,978 $34,261,657 123% 123%
1-Jul-45 1-Sep-46 $10,446,230 $12,856,337 $2,410,107 $0 $2,410,107 $36,671,764 123% 123%
1-Jul-46 1-Sep-47 $10,651,922 $13,151,837 $2,499,915 $0 $2,499,915 $39,171,680 123% 123%
1-Jul-47 1-Sep-48 $10,865,724 $13,453,246 $2,587,523 $0 $2,587,523 $41,759,202 124% 124%
1-Jul-48 1-Sep-49 $11,081,431 $13,760,684 $2,679,253 $0 $2,679,253 $44,438,456 124% 124%
1-Jul-49 1-Sep-50 $689,187 $14,074,270 $13,385,084 $0 $13,385,084 $57,823,539 2042% 2042%
Total $230,384,134 $287,441,811 $57,057,677 $765,863 $57,823,539

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix C-5.c.
C-45
C-246
APPENDIX D
Port Covington
BASE PARCELS
C-247
APPENDIX D
Port Covington
Appendix D-1.a: Base Parcels (January 1, 2015)(a)
Assessable
(b) (c)
Account Identifier Property Address Owner Acres Value As Of Base Value
23-10-1060-001 101 West Dickman Street Dickman Property Investments LLC 6.77 January 1, 2015 $1,319,900
24-06-1053-001A - 300 East Cromwell Street LLC - January 1, 2015 $4,985,300
24-06-1053-011A 321 East Cromwell Street Tidewater Holdings LLC 7.83 January 1, 2015 $2,719,700
24-06-1053-001B - 300 East Cromwell Street LLC - January 1, 2015 $4,686,700
24-06-1053-001 300 East Cromwell Street 300 East Cromwell Street LLC 59.45 January 1, 2015 $20,642,000
24-06-1053-010E 201 East Cromwell Street 201 East Cromwell Street LLC 3.08 January 1, 2015 $303,800
24-06-1053-010C 2501 Port Covington Drive 2501 Port Covington Drive LLC 1.28 January 1, 2015 $121,800
24-06-1053-010D 2551 Port Covington Drive 2551 Port Covington Drive LLC 1.35 January 1, 2015 $135,000
24-06-1053-010 101 East Cromwell Street 101 East Cromwell Street LLC 22.38 January 1, 2015 $2,228,000
24-06-1053-010A 2701 Port Covington Drive 2701 Port Covington Drive LLC 12.40 January 1, 2015 $21,000,000
24-06-1053-010B 2601 Port Covington Drive 2601 Port Covington Drive LLC 10.60 January 1, 2015 $11,024,900
24-06-1053-009A - 300 East Cromwell Street LLC 0.77 January 1, 2015 $97,100
23-10-1058-005A 120 West Dickman Street 120-250 West Dickman Street LLC 1.27 January 1, 2015 $222,700
23-10-1058-005B - 120-250 West Dickman Street LLC 0.48 January 1, 2015 $0
23-10-1058-005C - 120-250 West Dickman Street LLC 0.29 January 1, 2015 $0
23-10-1058-001 150 West Dickman Street 120-250 West Dickman Street LLC 1.24 January 1, 2015 $215,900
23-10-1055-001 250 West Dickman Street 120-250 West Dickman Street LLC 10.49 January 1, 2015 $1,851,600
23-10-1078-002 2600 Insulator Drive 2600 Insulator Drive LLC 2.46 January 1, 2015 $1,168,600
24-06-1053-003 - Mayor & City Council 0.37 January 1, 2015 $0
23-10-1050-001 - State of Maryland 0.60 January 1, 2015 $0
23-10-1050-007 151 West McComas Street McComas Street 151 LLC 0.31 January 1, 2015 $744,900
23-10-1050-009 201 McComas Street West McComas Street Homes LLC - January 1, 2015 $132,000
23-10-1060-001A 2400 Clarkson Street Center for Aquatic Life and Conservation Inc. 4.30 January 1, 2015 $423,394
23-10-1060-002 - Browning-Ferris Inc. 1.17 January 1, 2015 $205,400
23-10-1060-002A 111 W Dickman Street Mayor & City Council 0.46 January 1, 2015 $0
23-10-1060-003 - Browning-Ferris Inc. 0.82 January 1, 2015 $0
23-10-1060-004 2300 S Hanover Street Center for Aquatic Life and Conservation Inc. 1.04 January 1, 2015 $151,800
23-10-1060-005 2400 S Hanover Street Mayor & City Council 0.38 January 1, 2015 $0
23-10-1060-006 101 W Cromwell Street Center for Aquatic Life and Conservation Inc. 7.04 January 1, 2015 $0
23-10-1055-010 260 W Dickman Street Browning-Ferris Inc. 11.36 January 1, 2015 $2,961,700
24-06-1053-009 - CSX Transportation Inc. 1.54 January 1, 2015 $204,200
24-06-1053-012 301 E Cromwell Street Sagamore Whiskey Properties LLC 1.51 January 1, 2015 $625,600
24-06-1053-012A - 301 East Cromwell Street LLC 0.19 January 1, 2015 $77,700
24-06-1053-012B - 301 East Cromwell Street LLC 1.56 January 1, 2015 $645,500
24-06-1053-012C - 301 East Cromwell Street LLC 1.95 January 1, 2015 $807,500
23-10-1040-001 200 W McComas Street 200 West McComas Street LLC 0.65 January 1, 2015 $1,028,000
23-10-1040-002A - Mayor & City Council 3.39 January 1, 2015 $0
23-10-1050-013 209 McComas Street Joseph R. Brown - January 1, 2015 $131,400
23-10-1050-016 2101 Race Street McComas Street 151 LLC 2.51 January 1, 2015 $6,719,500
23-10-1073-001 10 W Cromwell Street CSX Transportation Inc. 1.14 January 1, 2015 $464,400
23-10-1073-005 2401 S Hanover Street DTSS LLC 0.60 January 1, 2015 $592,300
23-09-1028-007 2001 Race Street State of Maryland 2.35 January 1, 2015 $699,000
23-10-1058-006A - State of Maryland 0.00 January 1, 2015 $0
23-10-1036-012 2051 S Hanover Street Mayor & City Council 1.56 January 1, 2015 $0
24-06-1950-001 300 McComas Street Mayor & City Council 5.89 January 1, 2015 $0
24-06-2059-001 1800 Key Highway Mayor & City Council 1.54 January 1, 2015 $0
- Additional Parcel #1 - - January 1, 2015 $50,000
Total 210.14 $90,796,494
MuniCap, Inc.
(a)
Represents the tax parcels comprising the Port Covington Development District. Source: Certificate of the Supervisor of Assessments, executed on March 13, 2017. Information illustrated based on the
Maryland State Department of Assessments and Taxation.
(b)
Property owned by the Mayor and City Council of Baltimore and the State of Maryland are assumed to be tax exempt, and therefore, have an assessed value of $0.
(c)
The Port Covington Development District was created in 2016. As a result, the Original Assessable Base value is based on the value as of January 1, 2015.
D-1
C-248
APPENDIX D
Port Covington
Appendix D-1.b: Base Parcels - Post Infrastructure(a)
Post TIF Surveyed 2020 In Special

(b)
Account Identifier Property Address Owner Ownership Acreage Assessed Value Developed Taxing District
Undeveloped, not
projected
23-10-1058-005A 120 West Dickman Street 120-250 West Dickman Street LLC BUR 1.27 $636,500 Undeveloped Yes
23-10-1058-005B NS W. Dickman Street 120-250 West Dickman Street LLC BUR 0.49 $121,200 Undeveloped Yes
23-10-1058-005C NS W. Dickman Street 120-250 West Dickman Street LLC BUR 0.29 $73,500 Undeveloped Yes
23-10-1058-001 150 West Dickman Street 120-250 West Dickman Street LLC BUR 1.23 $617,000 Undeveloped Yes
24-06-1053-001 300 E. Cromwell Street 300 East Cromwell Street LLC BUR 0.00 $0 Undeveloped Yes
24-06-1053-001A 200 E. Cromwell Street 200 East Cromwell Street LLC BUR 5.83 $6,615,100 Undeveloped Yes
24-06-1053-001B 100 E. Cromwell Street 100 East Cromwell Street LLC BUR 14.23 $3,657,700 Undeveloped Yes
24-06-1053-001C N side of E. Cromwell St., E of Hanover St. 300 E. CROMWELL STREET, LLC BUR 0.03 $27,800 Undeveloped Yes
24-06-1053-001D N side of E. Cromwell St., E of Hanover St. 300 E. CROMWELL STREET, LLC BUR 0.03 $24,400 Undeveloped Yes
24-06-1053-009A - 300 East Cromwell Street LLC BUR 0.78 $194,200 Undeveloped Yes
24-06-1053-001E - 300 EAST CROMWELL STREET, LLC BUR 0.90 $787,500 Undeveloped Yes
24-06-1053-001F 2400 Banner Street 300 EAST CROMWELL STREET, LLC BUR 1.80 $450,000 Undeveloped Yes
24-06-1053-001J 400 Atlas Street 300 EAST CROMWELL STREET, LLC BUR 1.50 $374,500 Undeveloped Yes
24-06-1053-001K 300 Atlas Street 300 EAST CROMWELL STREET, LLC BUR 0.65 $569,700 Undeveloped Yes
24-06-1053-001L 250 Atlas Street 300 EAST CROMWELL STREET, LLC BUR 1.44 $806,200 Undeveloped Yes
24-06-1053-012F 301 E. Cromwell Street LU7 301 EAST CROMWELL STREET, LLC BUR 0.41 $168,823 Undeveloped Yes
24-06-1053-012G 301 E. Cromwell Street LU8 301 EAST CROMWELL STREET, LLC BUR 0.15 $62,500 Undeveloped Yes
24-06-1053-010B 2601 Port Covington Drive UA Port Covington Holdings LLC UA 22.38 $4,258,600 Undeveloped Yes
24-06-1053-010F 2601 Port Covington Drive UA Port Covington Holdings LLC UA 4.32 $1,294,800 Undeveloped Yes
24-06-1053-010G 2601 Port Covington Drive UA Port Covington Holdings LLC UA 3.02 $906,300 Undeveloped Yes
24-06-1053-010H 2601 Port Covington Drive UA Port Covington Holdings LLC UA 8.73 $50,000 Undeveloped Yes
24-06-1053-010K Baltimore 21230 UA Port Covington Holdings LLC UA 1.94 $582,300 Undeveloped Yes
23-10-1060-001A 2400 Clarkson Street 2400 Clarkson Street LLC BUR 4.30 $1,252,600 Undeveloped No
23-10-1060-004 2300 S Hanover Street 2300 Hanover Street LLC BUR 1.05 $306,800 Undeveloped No
23-10-1060-006 101 W Cromwell Street 101 West Cromwell Street LLC BUR 6.98 $3,521,500 Undeveloped No
24-06-1053-011A 2501 Tidewater Street TIDEWATER HOLDINGS, LLC BUR 4.91 $2,632,900 Undeveloped No
24-06-1053-011B - TIDEWATER HOLDINGS, LLC BUR 0.83 $689,400 Undeveloped No
24-06-1053-011C 2400 Tidewater Street TIDEWATER HOLDINGS, LLC BUR 0.44 $364,900 Undeveloped No
24-06-1053-003 ES Light Street 3871 FT Mayor & City Council City/State 0.00 $0 Undeveloped No
23-10-1050-001 - State of Maryland City/State 0.60 $0 Undeveloped No
23-10-1060-005 2400 S Hanover Street Mayor & City Council City/State 0.38 $0 Undeveloped No
24-06-1053-008 SS W McComas Street Mayor & City Council City/State 0.11 $0 Undeveloped No
24-06-1053-007 ES Moale Alley Mayor & City Council City/State 0.02 $0 Undeveloped No
24-06-1053-006 ES Moale Alley Mayor & City Council City/State 0.02 $0 Undeveloped No
23-10-1049-001 SS McComas Street, SEC Lendenhall Street Mayor & City Council City/State 11.14 $0 Undeveloped No
23-10-1040-002A SS I-95 R/W Mayor & City Council City/State 7.21 $0 Undeveloped No
23-09-1028-007 2001 Race Street State of Maryland City/State 0.00 $719,900 Undeveloped No
23-10-1036-012 2051 S Hanover Street Mayor & City Council City/State 0.00 $0 Undeveloped No
23-10-1036-009 ES S Hanover Street Mayor & City Council City/State 0.00 $0 Undeveloped No
24-06-1045-001 NS E McComas Street Mayor & City Council City/State 0.00 $0 Undeveloped No
24-06-1950-001 300 McComas Street Mayor & City Council City/State 0.00 $0 Undeveloped No
24-06-2059-001 1800 Key Highway Mayor & City Council City/State 0.00 $0 Undeveloped No
23-10-1050-017 SS W McComas Street MAYOR & CITY COUNCIL City/State 0.00 $0 Undeveloped No
23-06-1058-006 WS S. Hanover Street NWC W. Dickman Stre MAYOR AND CITY COUNCIL OF BALTIMORE City/State 0.11 $0 Undeveloped No
23-10-1060-002 ES Leadenhall Street Browning-Ferris Inc. Other 2.18 $293,100 Undeveloped No
23-10-1060-002A 111 W Dickman Street Mayor & City Council Other 0.21 $0 Undeveloped No
23-10-1060-003 SS Dickman Street Browning-Ferris Inc. Other 1.20 $177,700 Undeveloped No
23-10-1055-010 260 W Dickman Street BFI Waste Services Other 16.78 $4,331,600 Undeveloped No
24-06-1053-009A ES Hanover Street 300 E. CROMWELL STREET, LLC BUR 0.78 $194,200 Undeveloped No
24-06-1053-009 ES Hanover Street CSX Transportation Inc. Other 1.81 $204,200 Undeveloped No
23-10-1073-001 10 W Cromwell Street CSX Transportation Inc. Other 0.76 $571,000 Undeveloped No
23-10-1073-005 2401 S Hanover Street DTSS LLC Other 0.60 $769,500 Undeveloped No
24-06-1053-002 2110 Gould Street Baltimore Gas and Electric Other 1.32 $113,000 Undeveloped No
24-06-1053-004 2105 Gould Street Constellation Power Source Other 5.60 $1,722,100 Undeveloped No
TBD N side of E. Cromwell St., E of Hanover St. TAX DEPARTMENT Other 0.05 $0 Undeveloped No
Sub-total
undeveloped,
not projected 140.81 $40,143,023
Developed
23-10-1055-001 250 West Dickman Street 120-250 West Dickman Street LLC BUR 10.50 $6,082,200 Redevelopment Yes
24-06-1053-010J Baltimore 21230 UA Port Covington Holdings LLC UA 18.60 $15,000,000 Redevelopment Yes
23-10-1040-001 200 W McComas Street 200 West McComas Street LLC BUR 0.65 $5,042,800 Redevelopment Yes
23-10-1050-009 201 McComas Street West McComas Street Homes LLC BUR 0.03 $140,500 Redevelopment Yes
23-10-1050-013 209 McComas Street Joseph R. Brown BUR 0.03 $127,200 Redevelopment Yes
23-10-1050-016 2101 Race Street McComas Street 151 LLC BUR 2.51 $6,440,400 Redevelopment Yes
23-10-1050-007 151 West McComas Street McComas Street 151 LLC BUR 0.31 $743,400 Redevelopment Yes
24-06-1053-012B - 301 East Cromwell Street LLC Other 1.58 $654,300 Redevelopment Yes
23-10-1060-001 101 West Dickman Street Dickman Property Investments LLC SDH 6.77 $11,000,000 Developed Yes
23-10-1078-002 2600 Insulator Drive 2600 Insulator Drive LLC SDH 1.92 $4,800,000 Developed Yes
24-06-1053-010I Baltimore 21230 UA Port Covington Holdings LLC UA 8.01 $41,640,800 Developed Yes
24-06-1053-012 301 E Cromwell Street Sagamore Whiskey Properties LLC Other 1.46 $7,582,500 Developed Yes
24-06-1053-012A 301 E Cromwell Street 301 East Cromwell Street LLC Other 0.19 $3,347,400 Developed Yes
24-06-1053-012C 301 E Cromwell Street 301 East Cromwell Street LLC Other 0.92 $378,700 Developed Yes
24-06-1053-012E 301 E. Cromwell Street LU6 301 EAST CROMWELL STREET, LLC BUR 0.19 $76,700 Developed Yes
24-06-1053-001 300 East Cromwell Street 300 East Cromwell Street LLC BUR 18.96 $23,013,900 Developed Yes
(c)
24-06-1053-012D 301 E. Cromwell Street LU5 300 EAST CROMWELL STREET, LLC Initial Portfolio 0.03 $0 Developed Yes
(c)
24-06-1053-001G 2400 Anthem Street 300 EAST CROMWELL STREET, LLC Initial Portfolio 2.10 $0 Developed Yes
24-06-1053-001H(c) 255 Atlas Street 300 EAST CROMWELL STREET, LLC Initial Portfolio 1.51 $0 Developed Yes
24-06-1053-001I(c) 301 Atlas Street 300 EAST CROMWELL STREET, LLC Initial Portfolio 1.35 $0 Developed Yes
(c)
24-06-1053-001L 250 Atlas Street 300 EAST CROMWELL STREET, LLC Initial Portfolio 3.23 $0 Developed Yes
c
24-06-1053-19 - MAYOR AND CITY COUNCIL OF BALTIMORE Initial Portfolio 0.42 $0 Developed Yes
24-06-1053-18 - MAYOR AND CITY COUNCIL OF BALTIMORE BUR 0.11 $0 Developed Yes
24-06-1053-22 255 E. Cromwell Street MAYOR AND CITY COUNCIL OF BALTIMORE BUR 0.60 $0 Developed Yes
24-06-1053-16 - MAYOR AND CITY COUNCIL OF BALTIMORE UA 0.04 $0 Developed Yes
24-06-1053-15 - MAYOR AND CITY COUNCIL OF BALTIMORE UA 0.32 $0 Developed Yes
Sub-total developed 83.29 $126,726,700
Total 224.10 $166,869,723

MuniCap, Inc.
(a)
Represents the tax parcels comprising the Port Covington Development District. Parcel and owner information provided by BUR.
(b)
Represents the taxable assessed value as of 2020 as reported by the Maryland State Department of Assessments and Taxation.
(c)
Represents property owned by the BUR to be developed in the first phase of development.
D-2
C-249
APPENDIX E
Port Covington
BOND PROJECTIONS
C-250
APPENDIX E
Port Covington
Appendix E-1: Sources and Uses of Funds - Bond Issuance Assumptions(a)
Bond
Proceeds Percent
Sources of funds:
Total bond proceeds $137,485,000 98.69%
Premium $1,822,903 1.33%
Total sources of funds $139,307,903 100.00%
Uses of funds:
Improvement Fund $112,249,443 80.58%
Less: Interest earning on Improvement Fund $0 0.00%
Net deposit $112,249,443 80.58%
Capitalized Interest Account

Required deposit to Capitalized Interest Account $12,555,242 9.01%
Less: Adjustments to Capitalized Interest Account $146,806 0.11%
Net deposit $12,702,048 9.12%
Underwriter's discount $1,058,303 0.76%

Costs of Issuance Fund $2,680,431 1.92%
Debt service reserve fund $10,613,852 7.62%
Rounding $3,827 0.00%
Total uses of funds $139,307,903 100.00%
Assumptions:
Maturity 30 years
Interest only 3 years
Amortization 27 years
Coupon rate (30 Years) 4.50%
Reinvestment rates:
Reserve fund 0.00%
Improvement fund 0.00%
Capitalized interest account 0.00%
Date bonds issued 30-Dec-20

Dates payments due:
Interest March 1 and September 1
Principal September
Capitalized interest:
Interest partially funded through September 1, 2023
Months interest partially funded 32
MuniCap, Inc.
(a)
Provided by Citi as of 12/16/2020.
E-1
C-251
APPENDIX E
Port Covington
(a)
Appendix E-2: Debt Service Projections
Gross Gross Annual Reserve Net Annual

Interest Debt Service Debt Service Capitalized Fund Administrative Debt
Date Principal Rate Interest Payments Payments Interest Income Expenses Service
30-Dec-20
1-Mar-21 $914,972 $914,972 ($771,988) $0
1-Sep-21 $0 3.250% $2,699,919 $2,699,919 $3,614,891 ($2,277,998) $0 $0 $564,904
1-Mar-22 $2,699,919 $2,699,919 ($2,394,832) $0
1-Sep-22 $0 3.250% $2,699,919 $2,699,919 $5,399,838 ($2,394,832) $0 $0 $610,173
1-Mar-23 $2,699,919 $2,699,919 ($2,357,795) $0
1-Sep-23 $0 3.250% $2,699,919 $2,699,919 $5,399,838 ($2,357,795) $0 $0 $684,247
1-Mar-24 $2,699,919 $2,699,919 $0
1-Sep-24 $1,325,000 3.250% $2,699,919 $4,024,919 $6,724,838 $0 $59,333 $6,784,171
1-Mar-25 $2,678,388 $2,678,388 $0
1-Sep-25 $1,495,000 3.250% $2,678,388 $4,173,388 $6,851,775 $0 $59,705 $6,911,480
1-Mar-26 $2,654,094 $2,654,094 $0
1-Sep-26 $1,685,000 3.250% $2,654,094 $4,339,094 $6,993,188 $0 $60,055 $7,053,243
1-Mar-27 $2,626,713 $2,626,713 $0
1-Sep-27 $1,875,000 3.250% $2,626,713 $4,501,713 $7,128,425 $0 $60,381 $7,188,806
1-Mar-28 $2,596,244 $2,596,244 $0
1-Sep-28 $2,080,000 3.250% $2,596,244 $4,676,244 $7,272,488 $0 $60,682 $7,333,169
1-Mar-29 $2,562,444 $2,562,444 $0
1-Sep-29 $2,295,000 3.250% $2,562,444 $4,857,444 $7,419,888 $0 $60,955 $7,480,842
1-Mar-30 $2,525,150 $2,525,150 $0
1-Sep-30 $2,520,000 3.250% $2,525,150 $5,045,150 $7,570,300 $0 $61,199 $7,631,499
1-Mar-31 $2,484,200 $2,484,200 $0
1-Sep-31 $2,750,000 4.000% $2,484,200 $5,234,200 $7,718,400 $0 $61,412 $7,779,812
1-Mar-32 $2,429,200 $2,429,200 $0
1-Sep-32 $3,015,000 4.000% $2,429,200 $5,444,200 $7,873,400 $0 $61,593 $7,934,993
1-Mar-33 $2,368,900 $2,368,900 $0
1-Sep-33 $3,290,000 4.000% $2,368,900 $5,658,900 $8,027,800 $0 $61,736 $8,089,536
1-Mar-34 $2,303,100 $2,303,100 $0
1-Sep-34 $3,585,000 4.000% $2,303,100 $5,888,100 $8,191,200 $0 $61,839 $8,253,039
1-Mar-35 $2,231,400 $2,231,400 $0
1-Sep-35 $3,895,000 4.000% $2,231,400 $6,126,400 $8,357,800 $0 $61,898 $8,419,698
1-Mar-36 $2,153,500 $2,153,500 $0
1-Sep-36 $4,215,000 4.000% $2,153,500 $6,368,500 $8,522,000 $0 $61,911 $8,583,911
1-Mar-37 $2,069,200 $2,069,200 $0
1-Sep-37 $4,555,000 4.000% $2,069,200 $6,624,200 $8,693,400 $0 $61,876 $8,755,276
1-Mar-38 $1,978,100 $1,978,100 $0
1-Sep-38 $4,910,000 4.000% $1,978,100 $6,888,100 $8,866,200 $0 $61,788 $8,927,988
1-Mar-39 $1,879,900 $1,879,900 $0
1-Sep-39 $5,285,000 4.000% $1,879,900 $7,164,900 $9,044,800 $0 $61,646 $9,106,446
1-Mar-40 $1,774,200 $1,774,200 $0
1-Sep-40 $5,675,000 4.000% $1,774,200 $7,449,200 $9,223,400 $0 $61,446 $9,284,846
1-Mar-41 $1,660,700 $1,660,700 $0
1-Sep-41 $6,090,000 4.000% $1,660,700 $7,750,700 $9,411,400 $0 $61,185 $9,472,585
1-Mar-42 $1,538,900 $1,538,900 $0
1-Sep-42 $6,520,000 4.000% $1,538,900 $8,058,900 $9,597,800 $0 $60,859 $9,658,659
1-Mar-43 $1,408,500 $1,408,500 $0
1-Sep-43 $6,970,000 4.000% $1,408,500 $8,378,500 $9,787,000 $0 $60,464 $9,847,464
1-Mar-44 $1,269,100 $1,269,100 $0
1-Sep-44 $7,450,000 4.000% $1,269,100 $8,719,100 $9,988,200 $0 $59,998 $10,048,198
1-Mar-45 $1,120,100 $1,120,100 $0
1-Sep-45 $7,945,000 4.000% $1,120,100 $9,065,100 $10,185,200 $0 $59,454 $10,244,654
1-Mar-46 $961,200 $961,200 $0
1-Sep-46 $8,465,000 4.000% $961,200 $9,426,200 $10,387,400 $0 $58,830 $10,446,230
1-Mar-47 $791,900 $791,900 $0
1-Sep-47 $9,010,000 4.000% $791,900 $9,801,900 $10,593,800 $0 $58,122 $10,651,922
1-Mar-48 $611,700 $611,700 $0
1-Sep-48 $9,585,000 4.000% $611,700 $10,196,700 $10,808,400 $0 $57,324 $10,865,724
1-Mar-49 $420,000 $420,000 $0
1-Sep-49 $10,185,000 4.000% $420,000 $10,605,000 $11,025,000 $0 $56,431 $11,081,431
1-Mar-50 $216,300 $216,300 $0
1-Sep-50 $10,815,000 4.000% $216,300 $11,031,300 $11,247,600 ($10,613,852) $55,438 $689,187
Total $137,485,000 $114,440,666 $251,925,666 $251,925,666 ($12,555,242) ($10,613,852) $1,627,562 $230,384,134

MuniCap, Inc.
(a)
Provided by Citi as of 12/16/2020.
E-2
C-252
APPENDIX E
Port Covington
Appendix E-3: Details of the Capitalized Interest Account
Disbursement Net Withdrawal

Beginning Deposit from for Reserve Administrative From Capitalized Interest Reinvestment Ending
Date Balance Bond Proceeds Debt Service Fund Income Expenses Interest Account Earnings Rate Balance
30-Dec-20 $0 $12,702,047 $12,702,047
1-Mar-21 $12,702,047 ($771,988) $0 $0 $771,988 $0 0.00% $11,930,059
1-Sep-21 $11,930,059 ($2,277,998) $0 ($30,000) $2,307,998 $0 0.00% $9,622,060
1-Mar-22 $9,622,060 ($2,394,832) $0 $0 $2,394,832 $0 0.00% $7,227,228
1-Sep-22 $7,227,228 ($2,394,832) $0 ($58,097) $2,452,929 $0 0.00% $4,774,299
1-Mar-23 $4,774,299 ($2,357,795) $0 $0 $2,357,795 $0 0.00% $2,416,503
1-Sep-23 $2,416,503 ($2,357,795) $0 ($58,709) $2,416,503 $0 0.00% $0
Total $12,702,047 ($12,555,242) $0 ($146,806) $12,702,047 $0

MuniCap, Inc.
E-3
C-253
APPENDIX E
Port Covington
Appendix E-4: Details of the Improvement Fund
Disbursement
Beginning Deposit from for Interest Reinvestment Ending
Date Balance Bond Proceeds Construction(a) Earnings Rate Balance
30-Dec-20 $0 $112,249,443 ($46,139,834) $0 0.00% $66,109,609
1-Jan-21 $66,109,609 $0 ($1,373,375) $0 0.00% $64,736,234
1-Feb-21 $64,736,234 $0 ($3,022,451) $0 0.00% $61,713,783
1-Mar-21 $61,713,783 $0 ($2,302,890) $0 0.00% $59,410,893
1-Apr-21 $59,410,893 $0 ($2,575,330) $0 0.00% $56,835,563
1-May-21 $56,835,563 $0 ($2,754,526) $0 0.00% $54,081,037
1-Jun-21 $54,081,037 $0 ($3,291,747) $0 0.00% $50,789,290
1-Jul-21 $50,789,290 $0 ($3,658,745) $0 0.00% $47,130,545
1-Aug-21 $47,130,545 $0 ($4,139,929) $0 0.00% $42,990,616
1-Sep-21 $42,990,616 $0 ($4,019,639) $0 0.00% $38,970,977
1-Oct-21 $38,970,977 $0 ($4,382,329) $0 0.00% $34,588,648
1-Nov-21 $34,588,648 $0 ($6,439,061) $0 0.00% $28,149,587
1-Dec-21 $28,149,587 $0 ($3,740,735) $0 0.00% $24,408,852
1-Jan-22 $24,408,852 $0 ($3,296,602) $0 0.00% $21,112,250
1-Feb-22 $21,112,250 $0 ($2,924,450) $0 0.00% $18,187,800
1-Mar-22 $18,187,800 $0 ($2,386,035) $0 0.00% $15,801,765
1-Apr-22 $15,801,765 $0 ($2,516,895) $0 0.00% $13,284,870
1-May-22 $13,284,870 $0 ($2,256,659) $0 0.00% $11,028,211
1-Jun-22 $11,028,211 $0 ($2,239,740) $0 0.00% $8,788,471
1-Jul-22 $8,788,471 $0 ($1,685,946) $0 0.00% $7,102,525
Total $112,249,443 ($105,146,918) $0

MuniCap, Inc.
(a)
Assumes 18 month construction period. E-4
C-254
APPENDIX F
Port Covington
APPROACHES TO VALUATION
C-255
APPENDIX F
Port Covington
Appendix F-1: Comparison of Valuation Methods(a)
Income
(b) (c) (d)
Property Type Comparables Capitalization Cost
E6
Per Unit $284,110.32 $311,428.32 $337,959.11
Per SF $181.20 $285.67 $310.00
Per Unit $111,865.73 $122,621.93 $337,959.11
Per SF $71.35 $112.48 $310.00
E5B
Per Unit $284,110.32 $278,467.78 $358,395.73
Per SF $181.20 $265.99 $342.34
Apartments - short-term rental (e)

Per Unit $284,110.32 $451,093.36 $358,395.73
Per SF $181.20 $430.88 $342.34
E1
Per Unit $284,110.32 $358,841.39 $313,752.35
Per SF $181.20 $318.19 $278.21
Per Unit $183,784.08 $232,125.79 $313,752.35
Per SF $117.21 $205.83 $278.21
Rowhomes
Per Unit $131,942.86 - -
Per SF $92.78 - -
Retail - in-line
Per SF $210.09 $265.67 $215.30
Retail - grocery
Per SF $147.11 $172.89 $215.30
Office
Per SF $284.19 $284.49 $378.96
Parking garage
Per space $27,216.76 $25,547.07 -
Per SF $72.80 $71.00 -
MuniCap, Inc.
(a)
Valuation approach chosen for each type of development is underlined and shown in bold and italics.
(b)
See Appendices F-2.
(c)
See Appendices F-3.
(d)
Source for cost approach values: Appraisal and Market Study. Only includes direct vertical construction costs and estimated land values for each development type.
(e)
Comparables for short-term rental apartments are based on comparable properties for market rate apartments.
F-1
C-256
APPENDIX F
Port Covington
Appendix F-2: Projected Market Value - Comparables(a)
Year Market Value Property Area Market Value

Development Account Identifier Built Address Land Improvement Total GSF Units Per GSF Per Unit
Apartments
The Promenade(b) 03-06-1802-001 1997 701 S. Exeter Street $2,907,600 $20,548,300 $23,455,900 - 113 - $207,574
Union Wharf(b) 02-06-1875-002 2014 915 S. Wolfe Street $8,937,400 $86,500,600 $95,438,000 417,025 281 $229 $339,637
Banner Hill Apartments(b) 22-01-0887-001 2017 611 S Charles Street $12,893,700 $70,470,500 $83,364,200 465,042 349 $179 $238,866
Anthem House(c) 24-09-2014A-001 2017 900 E Fort Ave $5,219,300 $87,007,400 $92,226,700 525,657 292 $175 $315,845
Spinnaker Bay Apartments 03-06-1801-001 2006 801 Aliceanna Street $4,656,600 $81,453,000 $86,109,600 600,798 315 $143 $273,364
Point Street Apartments 03-07-1825-002 2018 1300 Thames Street Unit 2 $1,040,700 $79,062,900 $80,103,600 303,149 289 $264 $277,175
The Crescent 02-06-1875-003A 2006 951 Fell Street $5,074,700 $62,979,800 $68,054,500 480,000 252 $142 $270,058
Average value(d) $181 $284,110
Rowhomes (e)
201 McComas Street Rowhome 23-10-1050-009 1900 201 McComas Street $30,000 $110,500 $140,500 1,530 1 $92 $140,500
Average value $93 $131,943
MuniCap, Inc.
(a)
Information illustrated for each property based on information provided by Maryland State Department of Assessments and Taxation. Value chosen for each type of development is underlined and shown in bold and italics.
(b)
Property values not currently included in average market value. Property included for informational purposes.
(c)
Property valued based on cost approach. Next assessment will occur at next triennial reassessment January 1, 2021. Based on discussions with the Supervisor of Assessments for Baltimore City as appointed by the Maryland State Department of Assessments and
Taxation.
(d)
Average value is equal to 100% of the per unit value of Anthem House, Spinnaker Bay, Point Street and the Crescent apartments.
(e)
Parcels are part of development and are currently built-out. Value shown is equal to actual value of development and is shown on Appendix A-1.
F-2
C-257
APPENDIX F
Port Covington
Appendix F-2: Projected Market Value - Comparables, continued(a)
Year Market Value Property Area Market Value

Development Account Identifier Built Address Land Improvement Total GSF Spaces GSF Per Space
Retail - in-line
(b)
Nicks Fish House 23-10-1078-002 2004 2600 Insulator Drive $4,000,000 $800,000 $4,800,000 4,623 - $1,038 -
Former Walmart Building (b) 24-06-1053-010J 2002 2701 Port Covington Drive $5,580,300 $9,419,700 $15,000,000 143,040 - $105 -
Dog Resort (b) 23-10-1040-001 1960 200 W. McComas Street $3,545,800 $1,497,000 $5,042,800 13,370 - $377 -
Rye Street Tavern 24-06-1053-012A 2017 301 East Cromwell Street $414,400 $2,933,000 $3,347,400 12,966 - $258 -
Pratt Street retail 04-11-1384-002C - Condo Unit 101 $524,600 $1,224,200 $1,748,800 7,138 - $245 -
Pratt Street retail 04-11-1384-002D - Condo Unit 102 $1,017,600 $2,374,600 $3,392,200 13,846 - $245 -
Pratt Street retail 04-11-1384-002E - Condo Unit 103 $716,200 $1,671,300 $2,387,500 9,745 - $245 -
Retail condo 03-07-1818-044B 2005 1500 Thames Street Suite B $47,000 $188,400 $235,400 1,177 - $200 -
McHenry Row - retail 24-10-2034-007 2012 1600 Whetstone Way $251,500 $1,585,500 $1,837,000 10,062 - $183 -
McHenry Row - retail 24-10-2034-007A 2012 1601 Whetstone Way $313,600 $1,929,000 $2,242,600 12,545 - $179 -
McHenry Row - retail 24-10-2034-007D 2012 1631 Whetstone Way $478,000 $2,837,400 $3,315,400 19,123 - $173 -
McHenry Row - retail 24-10-2034-007F 2012 1700 Whetstone Way $409,400 $2,457,900 $2,867,300 16,397 $175
The Eden ground retail(c) 03-07-1807-053 2007 701 S. Eden Street $973,100 $5,127,000 $6,100,100 29,214 - $209 -
(d)
Legg Mason Tower retail 03-06-1800-002 2009 701 Aliceanna Street $1,600,300 $675,000 $2,275,300 11,409 - $199 -
(e)
Average value $210
Retail - grocery
Safeway 01-08-1876B-001 1997 2610 Boston Street $3,907,400 $4,232,000 $8,139,400 55,327 - $147 -
Office
Baltimore Sun Building (b) 24-06-1053-001 1990 300 E. Cromwell Street $4,739,000 $18,274,900 $23,013,900 256,033 - $90 -
(f)
Under Armour (Building 37) 24-06-1053-010I 2002 2601 Port Covington Drive $5,607,000 $36,033,800 $41,640,800 130,210 - $320 -
Harbor Point - Exelon Office 03-07-1815-002 2016 1000 Wills Street $2,278,900 $221,458,600 $223,737,500 833,702 - $268 -
Morgan Stanley Building 03-07-1825-001 2010 1300 Thames Street $6,525,300 $77,477,300 $84,002,600 277,050 - $303 -
100 East Pratt 04-11-0672-001 1975 100 East Pratt Street $27,214,800 $159,462,900 $186,677,700 699,871 - $267 -
Legg Mason 03-06-1800-004 2009 100 International Drive $51,588,200 $120,372,600 $171,960,800 654,224 - $263 -
Average value(g) $284
Parking Garages
Down under garage(h) 04-10-0601-018A 1965 110 W. Lombard Street $6,135,300 $20,795,400 $26,930,700 319,200 796 $152 $33,833
(h)
Lockwood place garage 04-11-1384-002B 2003 124 Market Place $3,009,900 $11,901,000 $14,910,900 320,213 960 $47 $15,532
Lombard garage(h) 04-10-0668-013 1984 221 West Lombard Street $4,072,400 $21,275,800 $25,348,200 142,980 606 $177 $41,829
Pier 5 parking garage 04-11-0890-016B 2004 711 E. Pratt Street $2,776,900 $14,836,800 $17,613,700 210,469 644 $84 $27,350
400 E. Pratt 03-06-1800-001 2009 716 S. President Street $9,303,000 $21,707,100 $31,010,100 500,809 1,145 $62 $27,083
Average value $73 $27,217
Manufacturing
(b)
City Garage 23-10-1060-001 1965 101 W. Dickman Street $1,693,500 $9,306,500 $11,000,000 141,036 - $78 -
(b)
AFP Building 23-10-1055-001 1966 250 W. Dickman Street $5,249,500 $832,700 $6,082,200 43,260 - $141 -
Schuster Concrete Building (b) 23-10-1050-016 1920 2101 Race Street $6,013,400 $427,000 $6,440,400 97,097 - $66 -
Sagamore Spirit Distillery (b) 24-06-1053-012 2017 301 East Cromwell Street $603,700 $6,978,800 $7,582,500 49,888 - $152 -
Average value $95
MuniCap, Inc.
(a)
Information illustrated for each property based on information provided by Maryland State Department of Assessments and Taxation. Value chosen for each type of development is underlined and shown in bold and italics.
(b)
Parcel is part of development and is currently built-out. Value shown is equal to actual value of development and is shown on Appendix A-1. Parcel is not comparable to other parcels planned to be built, and as such, is not included in value applied to comparable properties.
(c)
Includes but is not limited to RA, and Mussel Bar and Grille.
(d)
Includes J.Crew.
(e)
Retail average value for gross square feet includes Rye Street Tavern (located within development district), Pratt Street retail, the Eden ground retail and Legg Mason Tower retail. Retail average value per gross square foot excludes Nicks Fish House, Former Walmart Buildin
(f)
Parcel is part of development and is currently built-out. Value shown is equal to actual value of development and is shown on Appendix A-1.
(g)
Office average value per gross square foot excludes the Baltimore Sun Building.
(h)
Parking garage is not included in average value.
F-3
C-258
APPENDIX F
Port Covington
Appendix F-3: Calculation of Market Value - Income Capitalization
Apartments
E1 E5B E6
Market Rate Affordable Market Rate Short-term Rental Market Rate Affordable
Income Capitalization
Average net SF per unit(a) 1,041 1,041 776 776 855 855
(b)
Monthly rent PSF $3.15 $2.03 $3.27 $6.80 $3.21 $1.26
Monthly rent per unit $3,275.56 $2,118.88 $2,541.90 $5,279.44 $2,741.68 $1,079.51
Annual rent per unit $39,306.70 $25,426.55 $30,502.75 $63,353.30 $32,900.18 $12,954.13
Assumed vacancy(c) 5.0% 5.0% 5.0% 10.0% 5.0% 5.0%

Less: assumed vacancy ($1,965.33) ($1,271.33) ($1,525.14) ($6,335.33) ($1,645.01) ($647.71)
Effective gross income $37,341.36 $24,155.22 $28,977.61 $57,017.97 $31,255.17 $12,306.43
Assumed expense ratio(c) 25% 25% 25% 38% 22% 22%

Less: assumed expenses per unit ($9,387.62) ($6,072.62) ($7,284.97) ($21,877.79) ($6,994.91) ($2,754.18)
Net operating income per unit $27,953.74 $18,082.60 $21,692.64 $35,140.17 $24,260.27 $9,552.25
Capitalization rate(d) 7.79% 7.79% 7.79% 7.79% 7.79% 7.79%
Total estimated value per unit $358,841.39 $232,125.79 $278,467.78 $451,093.36 $311,428.32 $122,621.93
(e)
Total estimated value per net SF $344.61 $222.92 $358.67 $581.02 $364.11 $143.36
Total estimated value per gross SF(e) $318.19 $205.83 $265.99 $430.88 $285.67 $112.48
MuniCap, Inc.
(a)
Average net square feet per unit based on square footage as reported in Appraisal and Market Study.
(b)
Represents the projected rents as reported in Appraisal and Market Study.
(c)
Represents the projected vacancies and concessions as reported in Appraisal and Market Study. Short-term rental vacancy provided BUR.
(d)
The Maryland State Department of Assessments and Taxation uses a fully-loaded capitalization rate, which is reflected by adding the real property tax rate to the market capitalization rate. As a result, real property taxes are netted out of the
assumed expenses shown above. The cap rate assumes a 5.43% market rate for residential as reported by the PwC Real Estate Investor Survey for second quarter, 2020, plus real property tax rates of $2.248 (City of Baltimore), and $0.112 (State of
Maryland) per $100. Real property tax rates used represent the rate for fiscal year 2019-2020 as reported by the City of Baltimore Bureau of the Budget and Management Research.
(e)
Value per square foot is based on the value per unit divided by the estimated square feet per unit.
F-4
C-259
APPENDIX F
Port Covington
Appendix F-3: Calculation of Market Value - Income Capitalization, continued
Retail - in-line Retail - grocery Office Parking

Annual rent PSF(a) $30.00 $18.00 $32.00 $2,498.00
Assumed vacancy rate(b) 7.8% 0.0% 8.0% 5%

Less: assumed vacancy ($2.34) $0.00 ($2.56) ($125.00)
Effective gross income $27.66 $18.00 $29.44 $2,373.00
Assumed expense ratio(c) 13% 13% 24% 15%

Less: assumed expenses ($3.46) ($2.25) ($7.08) ($365.00)
Net operating income $24.20 $15.75 $22.36 $2,008.00
Capitalization rate(d) 9.11% 9.11% 7.86% 7.86%
Estimated market value PSF $265.67 $172.89 $284.49 $25,547.07

MuniCap, Inc.
(a)
Retail - fitness rent represents the average in-line rent for comparable properties as reported in Appraisal and Market Study. Retail - in-line, grocery, office and parking rent
represents the projected rent as reported in Appraisal and Market Study.
(b)
Represents the projected vacancies and collection loss for retail - in-line, office and parking as reported Appraisal and Market Study. Vacancy for retail - fitness and grocery is
assumed to be zero.
(c)
Assumes rents are triple net. According to the Supervisor of Assessments for Baltimore City as appointed by the Maryland State Department of Assessments and Taxation,
expenses are still assumed for triple net property though lower than the amount assumed for gross leases. Retail and office expense ratio provided by the Supervisor of Assessments
for Baltimore City as appointed by the Maryland State Department of Assessments and Taxation. Parking expense ratio represents the projected expense ratio as reported in Appraisal
and Market Study.
(d)
The Maryland State Department of Assessments and Taxation uses a fully-loaded capitalization rate, which is reflected by adding the real property tax rate to the market
capitalization rate. As a result, real property taxes are netted out of the assumed expenses shown above. The cap rate assumes a 5.55% market rate for office as reported by the PwC
Real Estate Investor Survey for second quarter, 2020 and a 6.75% market rate for retail - in-line and grocery as reported by the PwC Real Estate Investor Survey for second quarter, 2020 plus real
property tax rates of $2.248 (City of Baltimore), and $0.112 (State of Maryland) per $100. Parking cap rate represents the projected cap rate as reported in the Appraisal and Market
Study.
F-5
C-260
APPENDIX G
Port Covington
Special Tax Calculation
C-261
APPENDIX G
Port Covington
Appendix G-1.a: Special Tax District - Undeveloped and developed parcels(a)
Also Post TIF Surveyed 2015 Original Assessable 2020 In Special

(b) (b)
Account
p Identifier Property Address Owner Known As Ownership Acreage Base Value Assessed Value Developed Taxing District
projected
23-10-1058-005A 120 West Dickman Street 120-250 West Dickman Street LLC AFP BUR 1.27 $222,700 $636,500 Undeveloped Yes
23-10-1058-005B NS W. Dickman Street 120-250 West Dickman Street LLC AFP BUR 0.49 $0 $121,200 Undeveloped Yes
23-10-1058-005C NS W. Dickman Street 120-250 West Dickman Street LLC AFP BUR 0.29 $0 $73,500 Undeveloped Yes
23-10-1058-001 150 West Dickman Street 120-250 West Dickman Street LLC AFP BUR 1.23 $215,900 $617,000 Undeveloped Yes
24-06-1053-001 300 E. Cromwell Street 300 East Cromwell Street LLC Baltimore Sun - North Parcel BUR 0.00 $1,919,801 $0 Undeveloped Yes
24-06-1053-001A 200 E. Cromwell Street 200 East Cromwell Street LLC BSUN - West Fuel Station BUR 5.83 $4,687,688 $6,615,100 Undeveloped Yes
24-06-1053-001B 100 E. Cromwell Street 100 East Cromwell Street LLC BSUN - West Land Bay BUR 14.23 $0 $3,657,700 Undeveloped Yes
24-06-1053-001C N side of E. Cromwell St., E of Hanover St. 300 E. CROMWELL STREET, LLC Bsun - West Land Bay BUR 0.03 $0 $27,800 Undeveloped Yes
24-06-1053-001D N side of E. Cromwell St., E of Hanover St. 300 E. CROMWELL STREET, LLC Bsun - West Land Bay BUR 0.03 $97,100 $24,400 Undeveloped Yes
24-06-1053-009A - 300 East Cromwell Street LLC Bsun - West Knuckle BUR 0.78 $951,089 $194,200 Undeveloped Yes
24-06-1053-001E - 300 EAST CROMWELL STREET, LLC BSUN - South Parcel BUR 0.90 $350,529 $787,500 Undeveloped Yes
24-06-1053-001F 2400 Banner Street 300 EAST CROMWELL STREET, LLC BSun - East Parking (Plaza) BUR 1.80 $291,718 $450,000 Undeveloped Yes
24-06-1053-001J 400 Atlas Street 300 EAST CROMWELL STREET, LLC Bsun - East (E3) BUR 1.50 $127,359 $374,500 Undeveloped Yes
24-06-1053-001K 300 Atlas Street 300 EAST CROMWELL STREET, LLC Bsun - East (Triangle Park) BUR 0.65 $628,031 $569,700 Undeveloped Yes
24-06-1053-001L 250 Atlas Street 300 EAST CROMWELL STREET, LLC Bsun - East (E1 & Area North) BUR 1.44 $168,823 $806,200 Undeveloped Yes
24-06-1053-012F 301 E. Cromwell Street LU7 301 EAST CROMWELL STREET, LLC Land Unit 7 - RST Parking (E10) BUR 0.41 $62,481 $168,823 Undeveloped Yes
24-06-1053-012G 301 E. Cromwell Street LU8 301 EAST CROMWELL STREET, LLC Land Unit 8 - RST Parking (Remainder) BUR 0.15 $293,665 $62,500 Undeveloped Yes
24-06-1053-010B 2601 Port Covington Drive UA Port Covington Holdings LLC LAND UNIT 1 - Large Rectangular Land Area UA 22.38 $2,228,000 $4,258,600 Undeveloped Yes
24-06-1053-010F 2601 Port Covington Drive UA Port Covington Holdings LLC LAND UNIT 2 - North Entrance UA 4.32 $0 $1,294,800 Undeveloped Yes
24-06-1053-010G 2601 Port Covington Drive UA Port Covington Holdings LLC LAND UNIT 3 - Building 37 parking (north lot) UA 3.02 $121,800 $906,300 Undeveloped Yes
24-06-1053-010H 2601 Port Covington Drive UA Port Covington Holdings LLC LAND UNIT 4 - Waterfront UA 8.73 $135,000 $50,000 Undeveloped Yes
24-06-1053-010K Baltimore 21230 UA Port Covington Holdings LLC LAND UNIT 7 - Knuckle UA 1.94 $303,800 $582,300 Undeveloped Yes
Sub-total undeveloped, not projected 71.42 $12,805,485 $22,278,623
Developed
23-10-1055-001 250 West Dickman Street 120-250 West Dickman Street LLC AFP BUR 10.50 $1,851,600 $6,082,200 Redevelopment Yes
24-06-1053-010J Baltimore 21230 UA Port Covington Holdings LLC LAND UNIT 6 - Walmart UA 18.60 $21,000,000 $15,000,000 Redevelopment Yes
23-10-1040-001 200 W McComas Street 200 West McComas Street LLC DOGGIE DAYCARE Other 0.65 $1,028,000 $5,042,800 Redevelopment Yes
23-10-1050-009 201 McComas Street West McComas Street Homes LLC ROWHOUSE BUR 0.03 $132,000 $140,500 Redevelopment Yes
23-10-1050-013 209 McComas Street Joseph R. Brown ROWHOUSE BUR 0.03 $131,400 $127,200 Redevelopment Yes
23-10-1050-016 2101 Race Street McComas Street 151 LLC SCHUSTER CONCRETE (Bldg) BUR 2.51 $6,719,500 $6,440,400 Redevelopment Yes
23-10-1050-007 151 West McComas Street McComas Street 151 LLC SCHUSTER CONCRETE BUR 0.31 $744,900 $743,400 Redevelopment Yes
24-06-1053-012B - 301 East Cromwell Street LLC Land Unit 3 - Waterside Other 1.58 $654,189 $654,300 Redevelopment Yes
23-10-1060-001 101 West Dickman Street Dickman Property Investments LLC CITY GARAGE SDH 6.77 $1,319,900 $11,000,000 Developed Yes
23-10-1078-002 2600 Insulator Drive 2600 Insulator Drive LLC NICK'S Fish House SDH 1.92 $1,168,600 $4,800,000 Developed Yes
24-06-1053-010I Baltimore 21230 UA Port Covington Holdings LLC LAND UNIT 5 - Building 37 UA 8.01 $11,024,900 $41,640,800 Developed Yes
24-06-1053-012 301 E Cromwell Street Sagamore Whiskey Properties LLC Land Unit 1 - Distillery Other 1.46 $625,600 $7,582,500 Developed Yes
24-06-1053-012A 301 E Cromwell Street 301 East Cromwell Street LLC Land Unit 2 - Rye Street Tavern Other 0.19 $77,700 $3,347,400 Developed Yes
24-06-1053-012C 301 E Cromwell Street 301 East Cromwell Street LLC Land Unit 4 - Courtyard Other 0.92 $807,500 $378,700 Developed Yes
24-06-1053-012E 301 E. Cromwell Street LU6 301 EAST CROMWELL STREET, LLC Land Unit 6 - RST Parking (Private Street between RST and E10) BUR 0.19 $76,550 $76,700 Developed Yes
24-06-1053-001 300 East Cromwell Street 300 East Cromwell Street LLC BSUN - BLDG BUR 18.96 $19,943,412 $23,013,900 Developed Yes
24-06-1053-012D 301 E. Cromwell Street LU5 301 EAST CROMWELL STREET, LLC Land Unit 5 - To Be Created (E7) Initial Portfolio 0.03 $0 $0 Developed Yes
24-06-1053-001G 2400 Anthem Street 300 EAST CROMWELL STREET, LLC Bsun - East (E5B & E5A) Initial Portfolio 2.10 $407,977 $0 Developed Yes
24-06-1053-001H 255 Atlas Street 300 EAST CROMWELL STREET, LLC Bsun - East (E6) Initial Portfolio 1.51 $0 $0 Developed Yes
24-06-1053-001I 301 Atlas Street 300 EAST CROMWELL STREET, LLC Bsun - East (E7 Partial) Initial Portfolio 1.35 $262,507 $0 Developed Yes
24-06-1053-001L 250 Atlas Street 300 EAST CROMWELL STREET, LLC Bsun - East (E1 & Area North) Initial Portfolio 3.23 $628,031 $0 Developed Yes
24-06-1053-19 - MAYOR AND CITY COUNCIL OF BALTIMORE Cromwell (E7 Partial) Initial Portfolio 0.42 $0 $0 Developed Yes
Sub-total developed 81.37 $69,263,466 $126,726,700
Total 152.79 $82,068,951 $149,005,323

MuniCap, Inc.
(a)
Represents the tax parcels comprising the Port Covington Special Taxing District, post infrastructure. Parcel and owner information provided by BUR.
(b)
As reported by the Maryland State Department of Assessments and Taxation.
G-1
C-262
APPENDIX G
Port Covington
Appendix G-1.b: Special Tax District - Allocation of Original Assessable Base Value (Developed Property)
Developed Area(a) Original Assessable Base Value

Property Type Land Use Class Units GSF per Unit GSF Acreage(b) Allocation(c)
E6
Apartments Market Rental Residential Property 254 1,090 276,905 - -
Retail Retail Property - - 15,835 - -
Sub-total E6 254 292,740 1.51 $1,283,713
E5B
Apartments Market Rental Residential Property 121 1,047 126,675 - -
Sub-total E5B 121 132,455 0.78 $667,790
E5A
Office Office Property - - 211,739 - -
Sub-total E5A - 221,281 1.31 $1,115,618
E7
Office Office Property - - 227,824 - -
Sub-total E7 272,506 1.80 $1,528,878
E1
Apartments -Affordable Market Rental Residential Property 162 1,128 182,695 - -
Parking Parking - - -
Sub-total E1 162 223,098 3.23 $2,745,341
Nick's Seafood Retail Property - - 4,623 1.92 $1,631,882
Baltimore Sun Building Office Property - - 256,033 18.96 $16,136,647
AFP Building Manufacturing Property - - 43,260 10.50 $8,937,469
Former Walmart Building Retail Property - - 143,040 18.60 $15,834,446
Schuster Concrete Building Manufacturing Property - - 97,097 2.82 $2,401,429
Dog Resort Retail Property - - 13,370 0.65 $554,176
McComas Street Rowhomes For Sale Residential Property 7 9,970 0.18 $154,931
E12
Rye Street Tavern Retail Property - - 12,966 - -
Sagamore Spirit Distillery Manufacturing Property - - 49,888 - -
Sub-total E12 62,854 4.33 $3,685,993
City Garage Manufacturing Property - - 141,036 6.77 $5,766,493
UnderArmour (Building 37) Office Property - - 130,210 8.01 $6,818,661
Sub-total developed 544 2,043,573 81.37 $69,263,466

MuniCap, Inc.
(a)
Provided by BUR.
(b)
Acreage information provided by BUR.
(c)
Pursuant to the Rate and Method, the Original Assessable Base value shall be allocated based on acreage.
G-2
C-263
APPENDIX G
Port Covington
Appendix G-1.c: Special Tax District - Allocation of Original Assessable Base Value (Undeveloped Property)
Post TIF Land Undeveloped Area Original Assessable Base Value

Ownership Use Class Units GSF per Unit GSF Acreage(a) Allocation(b)
BUR - - - - 31.0 $5,564,489
UA Port Covington Holdings, LLC - - - - 40.4 $7,240,996
Other Ownership - - - - 0.0 $0
Sub-total undeveloped 71.42 $12,805,485

Total 152.79 $82,068,951
MuniCap, Inc.
(a)
Acreage information provided by BUR.
(b)
Pursuant to the Rate and Method, the Original Assessable Base value shall be allocated based on acreage.
G-3
C-264
APPENDIX G
Port Covington
Appendix G-2: Developed Property - Projected Maximum Special Tax
Tax Bond Building E6 Building E5B

Year Year Inflation Apartments Retail Apartments Retail
(a) (b) (c) (b) (c) (b) (c) (b) (c)
Beginning Ending Factor Units Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax Units Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax
1-Jul-20 1-Sep-21 106% 0 $3,322 $0 0 $3,742 $0 0 $3,322 $0 0 $3,742 $0
1-Jul-21 1-Sep-22 108% 254 $3,388 $860,555 16 $3,817 $60,437 121 $3,388 $409,950 6 $3,817 $22,060
1-Jul-22 1-Sep-23 110% 254 $3,456 $877,766 16 $3,893 $61,645 121 $3,456 $418,149 6 $3,893 $22,501
1-Jul-23 1-Sep-24 113% 254 $3,525 $895,322 16 $3,971 $62,878 121 $3,525 $426,511 6 $3,971 $22,952
1-Jul-24 1-Sep-25 115% 254 $3,595 $913,228 16 $4,050 $64,136 121 $3,595 $435,042 6 $4,050 $23,411
1-Jul-25 1-Sep-26 117% 254 $3,667 $931,493 16 $4,131 $65,419 121 $3,667 $443,743 6 $4,131 $23,879
1-Jul-26 1-Sep-27 120% 254 $3,741 $950,122 16 $4,214 $66,727 121 $3,741 $452,617 6 $4,214 $24,356
1-Jul-27 1-Sep-28 122% 254 $3,815 $969,125 16 $4,298 $68,062 121 $3,815 $461,670 6 $4,298 $24,843
1-Jul-28 1-Sep-29 124% 254 $3,892 $988,507 16 $4,384 $69,423 121 $3,892 $470,903 6 $4,384 $25,340
1-Jul-29 1-Sep-30 127% 254 $3,970 $1,008,278 16 $4,472 $70,811 121 $3,970 $480,321 6 $4,472 $25,847
1-Jul-30 1-Sep-31 129% 254 $4,049 $1,028,443 16 $4,561 $72,228 121 $4,049 $489,928 6 $4,561 $26,364
1-Jul-31 1-Sep-32 132% 254 $4,130 $1,049,012 16 $4,652 $73,672 121 $4,130 $499,726 6 $4,652 $26,891
1-Jul-32 1-Sep-33 135% 254 $4,213 $1,069,992 16 $4,746 $75,145 121 $4,213 $509,721 6 $4,746 $27,429
1-Jul-33 1-Sep-34 137% 254 $4,297 $1,091,392 16 $4,840 $76,648 121 $4,297 $519,915 6 $4,840 $27,978
1-Jul-34 1-Sep-35 140% 254 $4,383 $1,113,220 16 $4,937 $78,181 121 $4,383 $530,313 6 $4,937 $28,537
1-Jul-35 1-Sep-36 143% 254 $4,470 $1,135,484 16 $5,036 $79,745 121 $4,470 $540,920 6 $5,036 $29,108
1-Jul-36 1-Sep-37 146% 254 $4,560 $1,158,194 16 $5,137 $81,340 121 $4,560 $551,738 6 $5,137 $29,690
1-Jul-37 1-Sep-38 149% 254 $4,651 $1,181,358 16 $5,239 $82,967 121 $4,651 $562,773 6 $5,239 $30,284
1-Jul-38 1-Sep-39 152% 254 $4,744 $1,204,985 16 $5,344 $84,626 121 $4,744 $574,028 6 $5,344 $30,890
1-Jul-39 1-Sep-40 155% 254 $4,839 $1,229,085 16 $5,451 $86,319 121 $4,839 $585,509 6 $5,451 $31,507
1-Jul-40 1-Sep-41 158% 254 $4,936 $1,253,666 16 $5,560 $88,045 121 $4,936 $597,219 6 $5,560 $32,138
1-Jul-41 1-Sep-42 161% 254 $5,034 $1,278,740 16 $5,671 $89,806 121 $5,034 $609,163 6 $5,671 $32,780
1-Jul-42 1-Sep-43 164% 254 $5,135 $1,304,315 16 $5,785 $91,602 121 $5,135 $621,347 6 $5,785 $33,436
1-Jul-43 1-Sep-44 167% 254 $5,238 $1,330,401 16 $5,900 $93,434 121 $5,238 $633,774 6 $5,900 $34,105
1-Jul-44 1-Sep-45 171% 254 $5,343 $1,357,009 16 $6,018 $95,303 121 $5,343 $646,449 6 $6,018 $34,787
1-Jul-45 1-Sep-46 174% 254 $5,449 $1,384,149 16 $6,139 $97,209 121 $5,449 $659,378 6 $6,139 $35,483
1-Jul-46 1-Sep-47 178% 254 $5,558 $1,411,832 16 $6,262 $99,153 121 $5,558 $672,566 6 $6,262 $36,192
1-Jul-47 1-Sep-48 181% 254 $5,670 $1,440,069 16 $6,387 $101,136 121 $5,670 $686,017 6 $6,387 $36,916
1-Jul-48 1-Sep-49 185% 254 $5,783 $1,468,870 16 $6,515 $103,159 121 $5,783 $699,737 6 $6,515 $37,654
1-Jul-49 1-Sep-50 188% 254 $5,899 $1,498,247 16 $6,645 $105,222 121 $5,899 $713,732 6 $6,645 $38,407
MuniCap, Inc.
(a)
According to the Rate and Method, the maximum special tax rates for each land use class shall be increased 102% annually starting in 2017.
(b)
Property is considered developed when building permit is issued. Building permit is assumed to be issued two years prior to building completion.
(c)
Maximum special tax rates based on the Rate and Method reduced by the par amount of the Series 2020 bonds as a percentage of the total approved par amount of bonds of $660,000,000 based on the total amount approved in Ordinance 16-529 effective September 22, 2016. Beginning July 1, 2018, maximum special taxes increase by 102% based on the
Rate and Method.
G-4
C-265
APPENDIX G
Port Covington
Appendix G-2: Developed Property - Projected Maximum Special Tax, continued
Tax Bond Building E7 Building E1

Year Year Inflation Office Retail Apartments Retail
(a) (b) (c)
Beginning Ending Factor BSF (1,000's) Special Tax Rate Maximum Special Tax BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax Units (b)
Special Tax Rate (c)
Maximum Special Tax BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax
1-Jul-20 1-Sep-21 106% 0 $4,046 $0 0 $3,742 $0 0 $4,046 $0 0 $3,742 $0
1-Jul-21 1-Sep-22 108% 228 $4,127 $940,301 45 $3,817 $170,536 162 $4,127 $668,625 40 $3,817 $154,204
1-Jul-22 1-Sep-23 110% 228 $4,210 $959,107 45 $3,893 $173,947 162 $4,210 $681,997 40 $3,893 $157,288
1-Jul-23 1-Sep-24 113% 228 $4,294 $978,289 45 $3,971 $177,425 162 $4,294 $695,637 40 $3,971 $160,434
1-Jul-24 1-Sep-25 115% 228 $4,380 $997,855 45 $4,050 $180,974 162 $4,380 $709,550 40 $4,050 $163,643
1-Jul-25 1-Sep-26 117% 228 $4,468 $1,017,812 45 $4,131 $184,593 162 $4,468 $723,741 40 $4,131 $166,916
1-Jul-26 1-Sep-27 120% 228 $4,557 $1,038,168 45 $4,214 $188,285 162 $4,557 $738,216 40 $4,214 $170,254
1-Jul-27 1-Sep-28 122% 228 $4,648 $1,058,932 45 $4,298 $192,051 162 $4,648 $752,980 40 $4,298 $173,659
1-Jul-28 1-Sep-29 124% 228 $4,741 $1,080,110 45 $4,384 $195,892 162 $4,741 $768,040 40 $4,384 $177,132
1-Jul-29 1-Sep-30 127% 228 $4,836 $1,101,713 45 $4,472 $199,810 162 $4,836 $783,401 40 $4,472 $180,675
1-Jul-30 1-Sep-31 129% 228 $4,933 $1,123,747 45 $4,561 $203,806 162 $4,933 $799,069 40 $4,561 $184,288
1-Jul-31 1-Sep-32 132% 228 $5,031 $1,146,222 45 $4,652 $207,882 162 $5,031 $815,050 40 $4,652 $187,974
1-Jul-32 1-Sep-33 135% 228 $5,132 $1,169,146 45 $4,746 $212,040 162 $5,132 $831,351 40 $4,746 $191,734
1-Jul-33 1-Sep-34 137% 228 $5,234 $1,192,529 45 $4,840 $216,281 162 $5,234 $847,978 40 $4,840 $195,568
1-Jul-34 1-Sep-35 140% 228 $5,339 $1,216,380 45 $4,937 $220,606 162 $5,339 $864,938 40 $4,937 $199,480
1-Jul-35 1-Sep-36 143% 228 $5,446 $1,240,707 45 $5,036 $225,018 162 $5,446 $882,236 40 $5,036 $203,469
1-Jul-36 1-Sep-37 146% 228 $5,555 $1,265,522 45 $5,137 $229,519 162 $5,555 $899,881 40 $5,137 $207,539
1-Jul-37 1-Sep-38 149% 228 $5,666 $1,290,832 45 $5,239 $234,109 162 $5,666 $917,879 40 $5,239 $211,690
1-Jul-38 1-Sep-39 152% 228 $5,779 $1,316,649 45 $5,344 $238,791 162 $5,779 $936,236 40 $5,344 $215,923
1-Jul-39 1-Sep-40 155% 228 $5,895 $1,342,982 45 $5,451 $243,567 162 $5,895 $954,961 40 $5,451 $220,242
1-Jul-40 1-Sep-41 158% 228 $6,013 $1,369,841 45 $5,560 $248,438 162 $6,013 $974,060 40 $5,560 $224,647
1-Jul-41 1-Sep-42 161% 228 $6,133 $1,397,238 45 $5,671 $253,407 162 $6,133 $993,541 40 $5,671 $229,140
1-Jul-42 1-Sep-43 164% 228 $6,256 $1,425,183 45 $5,785 $258,475 162 $6,256 $1,013,412 40 $5,785 $233,722
1-Jul-43 1-Sep-44 167% 228 $6,381 $1,453,686 45 $5,900 $263,645 162 $6,381 $1,033,680 40 $5,900 $238,397
1-Jul-44 1-Sep-45 171% 228 $6,508 $1,482,760 45 $6,018 $268,918 162 $6,508 $1,054,354 40 $6,018 $243,165
1-Jul-45 1-Sep-46 174% 228 $6,639 $1,512,415 45 $6,139 $274,296 162 $6,639 $1,075,441 40 $6,139 $248,028
1-Jul-46 1-Sep-47 178% 228 $6,771 $1,542,664 45 $6,262 $279,782 162 $6,771 $1,096,950 40 $6,262 $252,989
1-Jul-47 1-Sep-48 181% 228 $6,907 $1,573,517 45 $6,387 $285,378 162 $6,907 $1,118,889 40 $6,387 $258,048
1-Jul-48 1-Sep-49 185% 228 $7,045 $1,604,987 45 $6,515 $291,085 162 $7,045 $1,141,267 40 $6,515 $263,209
1-Jul-49 1-Sep-50 188% 228 $7,186 $1,637,087 45 $6,645 $296,907 162 $7,186 $1,164,092 40 $6,645 $268,473
MuniCap, Inc.
(a)
(b)
(c)
Maximum special tax rates based on the Rate and Method reduced by the par amount of the Series 2020 bonds as a percentage of the total approved par amount of bonds of $660,000,000 based on the total amount approved in Ordinance 16-529 effective September 22, 2016. Beginning July 1, 2018, maximum special taxes increase by 102% based
G-5
C-266
APPENDIX G
Port Covington
Tax Bond Building E1 Building E5A

Year Year Inflation Parking Office Retail
(a) (b) (c) (b) (c) (b) (c)
Beginning Ending Factor Spaces Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax
1-Jul-20 1-Sep-21 106% 0 $191 $0 0 $4,046 $0 0 $3,742 $0
1-Jul-21 1-Sep-22 108% 1,023 $195 $199,319 212 $4,127 $873,913 10 $3,817 $36,419
1-Jul-22 1-Sep-23 110% 1,023 $199 $203,305 212 $4,210 $891,392 10 $3,893 $37,147
1-Jul-23 1-Sep-24 113% 1,023 $203 $207,372 212 $4,294 $909,219 10 $3,971 $37,890
1-Jul-24 1-Sep-25 115% 1,023 $207 $211,519 212 $4,380 $927,404 10 $4,050 $38,648
1-Jul-25 1-Sep-26 117% 1,023 $211 $215,749 212 $4,468 $945,952 10 $4,131 $39,421
1-Jul-26 1-Sep-27 120% 1,023 $215 $220,064 212 $4,557 $964,871 10 $4,214 $40,209
1-Jul-27 1-Sep-28 122% 1,023 $219 $224,466 212 $4,648 $984,168 10 $4,298 $41,013
1-Jul-28 1-Sep-29 124% 1,023 $224 $228,955 212 $4,741 $1,003,852 10 $4,384 $41,833
1-Jul-29 1-Sep-30 127% 1,023 $228 $233,534 212 $4,836 $1,023,929 10 $4,472 $42,670
1-Jul-30 1-Sep-31 129% 1,023 $233 $238,205 212 $4,933 $1,044,407 10 $4,561 $43,524
1-Jul-31 1-Sep-32 132% 1,023 $238 $242,969 212 $5,031 $1,065,295 10 $4,652 $44,394
1-Jul-32 1-Sep-33 135% 1,023 $242 $247,828 212 $5,132 $1,086,601 10 $4,746 $45,282
1-Jul-33 1-Sep-34 137% 1,023 $247 $252,785 212 $5,234 $1,108,333 10 $4,840 $46,188
1-Jul-34 1-Sep-35 140% 1,023 $252 $257,840 212 $5,339 $1,130,500 10 $4,937 $47,111
1-Jul-35 1-Sep-36 143% 1,023 $257 $262,997 212 $5,446 $1,153,110 10 $5,036 $48,053
1-Jul-36 1-Sep-37 146% 1,023 $262 $268,257 212 $5,555 $1,176,172 10 $5,137 $49,015
1-Jul-37 1-Sep-38 149% 1,023 $267 $273,622 212 $5,666 $1,199,696 10 $5,239 $49,995
1-Jul-38 1-Sep-39 152% 1,023 $273 $279,095 212 $5,779 $1,223,690 10 $5,344 $50,995
1-Jul-39 1-Sep-40 155% 1,023 $278 $284,677 212 $5,895 $1,248,163 10 $5,451 $52,015
1-Jul-40 1-Sep-41 158% 1,023 $284 $290,370 212 $6,013 $1,273,127 10 $5,560 $53,055
1-Jul-41 1-Sep-42 161% 1,023 $290 $296,178 212 $6,133 $1,298,589 10 $5,671 $54,116
1-Jul-42 1-Sep-43 164% 1,023 $295 $302,101 212 $6,256 $1,324,561 10 $5,785 $55,198
1-Jul-43 1-Sep-44 167% 1,023 $301 $308,143 212 $6,381 $1,351,052 10 $5,900 $56,302
1-Jul-44 1-Sep-45 171% 1,023 $307 $314,306 212 $6,508 $1,378,073 10 $6,018 $57,428
1-Jul-45 1-Sep-46 174% 1,023 $313 $320,592 212 $6,639 $1,405,635 10 $6,139 $58,577
1-Jul-46 1-Sep-47 178% 1,023 $320 $327,004 212 $6,771 $1,433,747 10 $6,262 $59,748
1-Jul-47 1-Sep-48 181% 1,023 $326 $333,544 212 $6,907 $1,462,422 10 $6,387 $60,943
1-Jul-48 1-Sep-49 185% 1,023 $333 $340,215 212 $7,045 $1,491,671 10 $6,515 $62,162
1-Jul-49 1-Sep-50 188% 1,023 $339 $347,019 212 $7,186 $1,521,504 10 $6,645 $63,406
MuniCap, Inc.
(a)
(b)
(c)
Maximum special tax rates based on the Rate and Method reduced by the par amount of the Series 2020 bonds as a percentage of the total approved par amount of bonds of $660,000,000 based on the total amount approved in Ordinance 16-529 effective September
22, 2016. Beginning July 1, 2018, maximum special taxes increase by 102% based on the Rate and Method.
G-6
C-267
APPENDIX G
Port Covington
Tax Bond
Year Year Inflation Nick's Seafood Baltimore Sun Building AFP Building Former Walmart Building
Beginning Ending Factor(a) BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax
1-Jul-20 1-Sep-21 106% 5 $3,742 $17,298 256 $4,046 $1,036,008 43 $344 $14,874 143 $3,742 $535,230
1-Jul-21 1-Sep-22 108% 5 $3,817 $17,644 256 $4,127 $1,056,729 43 $351 $15,172 143 $3,817 $545,934
1-Jul-22 1-Sep-23 110% 5 $3,893 $17,997 256 $4,210 $1,077,863 43 $358 $15,475 143 $3,893 $556,853
1-Jul-23 1-Sep-24 113% 5 $3,971 $18,357 256 $4,294 $1,099,420 43 $365 $15,785 143 $3,971 $567,990
1-Jul-24 1-Sep-25 115% 5 $4,050 $18,724 256 $4,380 $1,121,409 43 $372 $16,100 143 $4,050 $579,350
1-Jul-25 1-Sep-26 117% 5 $4,131 $19,099 256 $4,468 $1,143,837 43 $380 $16,422 143 $4,131 $590,937
1-Jul-26 1-Sep-27 120% 5 $4,214 $19,481 256 $4,557 $1,166,714 43 $387 $16,751 143 $4,214 $602,756
1-Jul-27 1-Sep-28 122% 5 $4,298 $19,870 256 $4,648 $1,190,048 43 $395 $17,086 143 $4,298 $614,811
1-Jul-28 1-Sep-29 124% 5 $4,384 $20,268 256 $4,741 $1,213,849 43 $403 $17,427 143 $4,384 $627,107
1-Jul-29 1-Sep-30 127% 5 $4,472 $20,673 256 $4,836 $1,238,126 43 $411 $17,776 143 $4,472 $639,649
1-Jul-30 1-Sep-31 129% 5 $4,561 $21,087 256 $4,933 $1,262,888 43 $419 $18,132 143 $4,561 $652,442
1-Jul-31 1-Sep-32 132% 5 $4,652 $21,508 256 $5,031 $1,288,146 43 $428 $18,494 143 $4,652 $665,491
1-Jul-32 1-Sep-33 135% 5 $4,746 $21,939 256 $5,132 $1,313,909 43 $436 $18,864 143 $4,746 $678,801
1-Jul-33 1-Sep-34 137% 5 $4,840 $22,377 256 $5,234 $1,340,187 43 $445 $19,241 143 $4,840 $692,377
1-Jul-34 1-Sep-35 140% 5 $4,937 $22,825 256 $5,339 $1,366,991 43 $454 $19,626 143 $4,937 $706,224
1-Jul-35 1-Sep-36 143% 5 $5,036 $23,281 256 $5,446 $1,394,331 43 $463 $20,019 143 $5,036 $720,349
1-Jul-36 1-Sep-37 146% 5 $5,137 $23,747 256 $5,555 $1,422,217 43 $472 $20,419 143 $5,137 $734,756
1-Jul-37 1-Sep-38 149% 5 $5,239 $24,222 256 $5,666 $1,450,662 43 $481 $20,827 143 $5,239 $749,451
1-Jul-38 1-Sep-39 152% 5 $5,344 $24,706 256 $5,779 $1,479,675 43 $491 $21,244 143 $5,344 $764,440
1-Jul-39 1-Sep-40 155% 5 $5,451 $25,201 256 $5,895 $1,509,269 43 $501 $21,669 143 $5,451 $779,729
1-Jul-40 1-Sep-41 158% 5 $5,560 $25,705 256 $6,013 $1,539,454 43 $511 $22,102 143 $5,560 $795,323
1-Jul-41 1-Sep-42 161% 5 $5,671 $26,219 256 $6,133 $1,570,243 43 $521 $22,544 143 $5,671 $811,230
1-Jul-42 1-Sep-43 164% 5 $5,785 $26,743 256 $6,256 $1,601,648 43 $532 $22,995 143 $5,785 $827,454
1-Jul-43 1-Sep-44 167% 5 $5,900 $27,278 256 $6,381 $1,633,681 43 $542 $23,455 143 $5,900 $844,004
1-Jul-44 1-Sep-45 171% 5 $6,018 $27,823 256 $6,508 $1,666,354 43 $553 $23,924 143 $6,018 $860,884
1-Jul-45 1-Sep-46 174% 5 $6,139 $28,380 256 $6,639 $1,699,682 43 $564 $24,403 143 $6,139 $878,101
1-Jul-46 1-Sep-47 178% 5 $6,262 $28,948 256 $6,771 $1,733,675 43 $575 $24,891 143 $6,262 $895,663
1-Jul-47 1-Sep-48 181% 5 $6,387 $29,526 256 $6,907 $1,768,349 43 $587 $25,388 143 $6,387 $913,577
1-Jul-48 1-Sep-49 185% 5 $6,515 $30,117 256 $7,045 $1,803,716 43 $599 $25,896 143 $6,515 $931,848
1-Jul-49 1-Sep-50 188% 5 $6,645 $30,719 256 $7,186 $1,839,790 43 $611 $26,414 143 $6,645 $950,485
MuniCap, Inc.
(a)
(b)
(c)
Maximum special tax rates based on the Rate and Method reduced by the par amount of the Series 2020 bonds as a percentage of the total approved par amount of bonds of $660,000,000 based on the total amount approved in Ordinance 16-529 effective September 22, 2016. Beginning July 1, 2018, maximum special taxes increase by 102% based on the Rate
and Method.
G-7
C-268
APPENDIX G
Port Covington
Tax Bond
Year Year Inflation Schuster Concrete Building Dog Resort McComas Street Rowhomes
Beginning Ending Factor(a) BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax BSF (1,000's)(b) Special Tax Rate(c) Maximum Special Tax Units(b) Special Tax Rate(c) Maximum Special Tax
1-Jul-20 1-Sep-21 106% 97 $344 $33,385 13 $3,742 $50,028 7 $3,817 $26,720
1-Jul-21 1-Sep-22 108% 97 $351 $34,053 13 $3,817 $51,029 7 $3,894 $27,255
1-Jul-22 1-Sep-23 110% 97 $358 $34,734 13 $3,893 $52,049 7 $3,971 $27,800
1-Jul-23 1-Sep-24 113% 97 $365 $35,428 13 $3,971 $53,090 7 $4,051 $28,356
1-Jul-24 1-Sep-25 115% 97 $372 $36,137 13 $4,050 $54,152 7 $4,132 $28,923
1-Jul-25 1-Sep-26 117% 97 $380 $36,860 13 $4,131 $55,235 7 $4,214 $29,501
1-Jul-26 1-Sep-27 120% 97 $387 $37,597 13 $4,214 $56,340 7 $4,299 $30,091
1-Jul-27 1-Sep-28 122% 97 $395 $38,349 13 $4,298 $57,467 7 $4,385 $30,693
1-Jul-28 1-Sep-29 124% 97 $403 $39,116 13 $4,384 $58,616 7 $4,472 $31,307
1-Jul-29 1-Sep-30 127% 97 $411 $39,898 13 $4,472 $59,788 7 $4,562 $31,933
1-Jul-30 1-Sep-31 129% 97 $419 $40,696 13 $4,561 $60,984 7 $4,653 $32,572
1-Jul-31 1-Sep-32 132% 97 $428 $41,510 13 $4,652 $62,204 7 $4,746 $33,223
1-Jul-32 1-Sep-33 135% 97 $436 $42,340 13 $4,746 $63,448 7 $4,841 $33,888
1-Jul-33 1-Sep-34 137% 97 $445 $43,187 13 $4,840 $64,717 7 $4,938 $34,565
1-Jul-34 1-Sep-35 140% 97 $454 $44,051 13 $4,937 $66,011 7 $5,037 $35,257
1-Jul-35 1-Sep-36 143% 97 $463 $44,932 13 $5,036 $67,331 7 $5,137 $35,962
1-Jul-36 1-Sep-37 146% 97 $472 $45,830 13 $5,137 $68,678 7 $5,240 $36,681
1-Jul-37 1-Sep-38 149% 97 $481 $46,747 13 $5,239 $70,051 7 $5,345 $37,415
1-Jul-38 1-Sep-39 152% 97 $491 $47,682 13 $5,344 $71,452 7 $5,452 $38,163
1-Jul-39 1-Sep-40 155% 97 $501 $48,636 13 $5,451 $72,882 7 $5,561 $38,926
1-Jul-40 1-Sep-41 158% 97 $511 $49,608 13 $5,560 $74,339 7 $5,672 $39,705
1-Jul-41 1-Sep-42 161% 97 $521 $50,601 13 $5,671 $75,826 7 $5,786 $40,499
1-Jul-42 1-Sep-43 164% 97 $532 $51,613 13 $5,785 $77,342 7 $5,901 $41,309
1-Jul-43 1-Sep-44 167% 97 $542 $52,645 13 $5,900 $78,889 7 $6,019 $42,135
1-Jul-44 1-Sep-45 171% 97 $553 $53,698 13 $6,018 $80,467 7 $6,140 $42,978
1-Jul-45 1-Sep-46 174% 97 $564 $54,772 13 $6,139 $82,076 7 $6,262 $43,837
1-Jul-46 1-Sep-47 178% 97 $575 $55,867 13 $6,262 $83,718 7 $6,388 $44,714
1-Jul-47 1-Sep-48 181% 97 $587 $56,984 13 $6,387 $85,392 7 $6,515 $45,608
1-Jul-48 1-Sep-49 185% 97 $599 $58,124 13 $6,515 $87,100 7 $6,646 $46,520
1-Jul-49 1-Sep-50 188% 97 $611 $59,287 13 $6,645 $88,842 7 $6,779 $47,451
MuniCap, Inc.
(a)
(b)
(c)
Maximum special tax rates based on the Rate and Method reduced by the par amount of the Series 2020 bonds as a percentage of the total approved par amount of bonds of $660,000,000 based on the total amount approved in Ordinance 16-529 effective September 22, 2016.
Beginning July 1, 2018, maximum special taxes increase by 102% based on the Rate and Method.
G-8
C-269
APPENDIX G
Port Covington
Tax Bond Building E12 City Garage UnderArmour (Building 37) Total
Year Year Inflation Rye Street Tavern Sagamore Spirit Distillery Manufacturing Office Developed Property
(a) (b) (c) (b) (c) (b) (c) (b) (c)
Beginning Ending Factor BSF (1,000's) Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax BSF (1,000's) Special Tax Rate Maximum Special Tax Maximum Special Tax
1-Jul-20 1-Sep-21 106% 13 $3,742 $48,516 50 $344 $17,153 141 $344 $48,493 130 $4,046 $526,880 $2,354,586
1-Jul-21 1-Sep-22 108% 13 $3,817 $49,487 50 $351 $17,496 141 $351 $49,462 130 $4,127 $537,418 $6,797,997
1-Jul-22 1-Sep-23 110% 13 $3,893 $50,476 50 $358 $17,846 141 $358 $50,452 130 $4,210 $548,166 $6,933,957
1-Jul-23 1-Sep-24 113% 13 $3,971 $51,486 50 $365 $18,203 141 $365 $51,461 130 $4,294 $559,129 $7,072,636
1-Jul-24 1-Sep-25 115% 13 $4,050 $52,516 50 $372 $18,567 141 $372 $52,490 130 $4,380 $570,312 $7,214,088
1-Jul-25 1-Sep-26 117% 13 $4,131 $53,566 50 $380 $18,938 141 $380 $53,540 130 $4,468 $581,718 $7,358,370
1-Jul-26 1-Sep-27 120% 13 $4,214 $54,637 50 $387 $19,317 141 $387 $54,611 130 $4,557 $593,352 $7,505,538
1-Jul-27 1-Sep-28 122% 13 $4,298 $55,730 50 $395 $19,703 141 $395 $55,703 130 $4,648 $605,219 $7,655,648
1-Jul-28 1-Sep-29 124% 13 $4,384 $56,845 50 $403 $20,098 141 $403 $56,817 130 $4,741 $617,324 $7,808,761
1-Jul-29 1-Sep-30 127% 13 $4,472 $57,982 50 $411 $20,499 141 $411 $57,953 130 $4,836 $629,670 $7,964,937
1-Jul-30 1-Sep-31 129% 13 $4,561 $59,141 50 $419 $20,909 141 $419 $59,112 130 $4,933 $642,264 $8,124,235
1-Jul-31 1-Sep-32 132% 13 $4,652 $60,324 50 $428 $21,328 141 $428 $60,294 130 $5,031 $655,109 $8,286,720
1-Jul-32 1-Sep-33 135% 13 $4,746 $61,531 50 $436 $21,754 141 $436 $61,500 130 $5,132 $668,211 $8,452,454
1-Jul-33 1-Sep-34 137% 13 $4,840 $62,761 50 $445 $22,189 141 $445 $62,730 130 $5,234 $681,575 $8,621,503
1-Jul-34 1-Sep-35 140% 13 $4,937 $64,016 50 $454 $22,633 141 $454 $63,985 130 $5,339 $695,207 $8,793,934
1-Jul-35 1-Sep-36 143% 13 $5,036 $65,297 50 $463 $23,086 141 $463 $65,265 130 $5,446 $709,111 $8,969,812
1-Jul-36 1-Sep-37 146% 13 $5,137 $66,603 50 $472 $23,547 141 $472 $66,570 130 $5,555 $723,293 $9,149,208
1-Jul-37 1-Sep-38 149% 13 $5,239 $67,935 50 $481 $24,018 141 $481 $67,901 130 $5,666 $737,759 $9,332,193
1-Jul-38 1-Sep-39 152% 13 $5,344 $69,293 50 $491 $24,499 141 $491 $69,259 130 $5,779 $752,514 $9,518,836
1-Jul-39 1-Sep-40 155% 13 $5,451 $70,679 50 $501 $24,989 141 $501 $70,645 130 $5,895 $767,565 $9,709,213
1-Jul-40 1-Sep-41 158% 13 $5,560 $72,093 50 $511 $25,489 141 $511 $72,057 130 $6,013 $782,916 $9,903,397
1-Jul-41 1-Sep-42 161% 13 $5,671 $73,535 50 $521 $25,998 141 $521 $73,499 130 $6,133 $798,574 $10,101,465
1-Jul-42 1-Sep-43 164% 13 $5,785 $75,005 50 $532 $26,518 141 $532 $74,969 130 $6,256 $814,546 $10,303,495
1-Jul-43 1-Sep-44 167% 13 $5,900 $76,506 50 $542 $27,049 141 $542 $76,468 130 $6,381 $830,837 $10,509,565
1-Jul-44 1-Sep-45 171% 13 $6,018 $78,036 50 $553 $27,590 141 $553 $77,997 130 $6,508 $847,453 $10,719,756
1-Jul-45 1-Sep-46 174% 13 $6,139 $79,596 50 $564 $28,141 141 $564 $79,557 130 $6,639 $864,402 $10,934,151
1-Jul-46 1-Sep-47 178% 13 $6,262 $81,188 50 $575 $28,704 141 $575 $81,148 130 $6,771 $881,690 $11,152,834
1-Jul-47 1-Sep-48 181% 13 $6,387 $82,812 50 $587 $29,278 141 $587 $82,771 130 $6,907 $899,324 $11,375,891
1-Jul-48 1-Sep-49 185% 13 $6,515 $84,468 50 $599 $29,864 141 $599 $84,427 130 $7,045 $917,311 $11,603,409
1-Jul-49 1-Sep-50 188% 13 $6,645 $86,158 50 $611 $30,461 141 $611 $86,115 130 $7,186 $935,657 $11,835,477
MuniCap, Inc.
(a)
(b)
(c)
Maximum special tax rates based on the Rate and Method reduced by the par amount of the Series 2020 bonds as a percentage of the total approved par amount of bonds of $660,000,000 based on the total amount approved in Ordinance 16-529 effective September 22, 2016. Beginning July 1, 2018, maximum special taxes increase by 102% based on the Rate and Method.
G-9
C-270
APPENDIX G
Port Covington
Appendix G-3.a: Developed Property - Projected Special Tax Credit - Building E6
Tax Bond Estimated City Tax Property Tax Credits Total

Year Year Inflation Building E6 Original Assessable Incremental Tax Rate Increment Enterprise Special
Beginning Ending Factor Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.) Revenues Zone(c) Brownfield(d) Total Tax Credit
1-Jul-20 1-Sep-21 100% $0 ($1,283,713) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 ($1,283,713) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 ($1,283,713) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 106% $56,192,711 ($1,283,713) $54,908,998 $2.248 $1,234,354 ($50,489) ($847,789) ($898,278) $336,076
1-Jul-24 1-Sep-25 108% $64,481,136 ($1,283,713) $63,197,423 $2.248 $1,420,678 ($57,981) ($973,533) ($1,031,514) $389,164
1-Jul-25 1-Sep-26 110% $73,078,621 ($1,283,713) $71,794,908 $2.248 $1,613,950 ($65,752) ($1,103,966) ($1,169,718) $444,231
1-Jul-26 1-Sep-27 113% $74,540,193 ($1,283,713) $73,256,480 $2.248 $1,646,806 ($67,073) ($1,126,140) ($1,193,213) $453,593
1-Jul-27 1-Sep-28 115% $76,030,997 ($1,283,713) $74,747,284 $2.248 $1,680,319 ($68,421) ($1,148,757) ($1,217,178) $463,141
1-Jul-28 1-Sep-29 117% $77,551,617 ($1,283,713) $76,267,904 $2.248 $1,714,502 ($61,071) ($1,180,551) ($1,241,621) $472,881
1-Jul-29 1-Sep-30 120% $79,102,650 ($1,283,713) $77,818,937 $2.248 $1,749,370 ($53,398) ($1,213,156) ($1,266,554) $482,815
1-Jul-30 1-Sep-31 122% $80,684,703 ($1,283,713) $79,400,990 $2.248 $1,784,934 ($45,392) ($1,246,594) ($1,291,986) $492,949
1-Jul-31 1-Sep-32 124% $82,298,397 ($1,283,713) $81,014,684 $2.248 $1,821,210 ($37,043) ($1,280,883) ($1,317,926) $503,284
1-Jul-32 1-Sep-33 127% $83,944,365 ($1,283,713) $82,660,652 $2.248 $1,858,211 ($28,340) ($1,316,045) ($1,344,385) $513,827
1-Jul-33 1-Sep-34 129% $85,623,252 ($1,283,713) $84,339,539 $2.248 $1,895,953 $0 $0 $0 $1,895,953
1-Jul-34 1-Sep-35 132% $87,335,717 ($1,283,713) $86,052,004 $2.248 $1,934,449 $0 $0 $0 $1,934,449
1-Jul-35 1-Sep-36 135% $89,082,431 ($1,283,713) $87,798,718 $2.248 $1,973,715 $0 $0 $0 $1,973,715
1-Jul-36 1-Sep-37 137% $90,864,080 ($1,283,713) $89,580,367 $2.248 $2,013,767 $0 $0 $0 $2,013,767
1-Jul-37 1-Sep-38 140% $92,681,361 ($1,283,713) $91,397,648 $2.248 $2,054,619 $0 $0 $0 $2,054,619
1-Jul-38 1-Sep-39 143% $94,534,989 ($1,283,713) $93,251,276 $2.248 $2,096,289 $0 $0 $0 $2,096,289
1-Jul-39 1-Sep-40 146% $96,425,688 ($1,283,713) $95,141,975 $2.248 $2,138,792 $0 $0 $0 $2,138,792
1-Jul-40 1-Sep-41 149% $98,354,202 ($1,283,713) $97,070,489 $2.248 $2,182,145 $0 $0 $0 $2,182,145
1-Jul-41 1-Sep-42 152% $100,321,286 ($1,283,713) $99,037,573 $2.248 $2,226,365 $0 $0 $0 $2,226,365
1-Jul-42 1-Sep-43 155% $102,327,712 ($1,283,713) $101,043,999 $2.248 $2,271,469 $0 $0 $0 $2,271,469
1-Jul-43 1-Sep-44 158% $104,374,266 ($1,283,713) $103,090,553 $2.248 $2,317,476 $0 $0 $0 $2,317,476
1-Jul-44 1-Sep-45 161% $106,461,752 ($1,283,713) $105,178,039 $2.248 $2,364,402 $0 $0 $0 $2,364,402
1-Jul-45 1-Sep-46 164% $108,590,987 ($1,283,713) $107,307,274 $2.248 $2,412,268 $0 $0 $0 $2,412,268
1-Jul-46 1-Sep-47 167% $110,762,806 ($1,283,713) $109,479,093 $2.248 $2,461,090 $0 $0 $0 $2,461,090
1-Jul-47 1-Sep-48 171% $112,978,062 ($1,283,713) $111,694,349 $2.248 $2,510,889 $0 $0 $0 $2,510,889
1-Jul-48 1-Sep-49 174% $115,237,624 ($1,283,713) $113,953,911 $2.248 $2,561,684 $0 $0 $0 $2,561,684
1-Jul-49 1-Sep-50 178% $117,542,376 ($1,283,713) $116,258,663 $2.248 $2,613,495 $0 $0 $0 $2,613,495
Total $54,553,199 ($534,959) ($11,437,414) ($11,972,372) $42,580,827

MuniCap, Inc.
(a)
See Appendix A-3.c.
(b)
See Appendix G-1.b. Pursuant to the Rate and Method, the Original Assessable Base value shall be allocated based on acreage.
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-10
C-271
APPENDIX G
Port Covington
Appendix G-3.b: Developed Property - Projected Special Tax Credit - Building E5B

Year Year Inflation Building E5B Original Assessable Incremental Tax Rate Increment Enterprise Special
(a) (b)
Beginning Ending Factor Assessed Value Base Value Assessed Value (Per $100 A.V.) Revenues Zone(c) Brownfield(d) Total Tax Credit
1-Jul-20 1-Sep-21 100% $0 ($667,790) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 ($667,790) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 ($667,790) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 106% $30,120,315 ($667,790) $29,452,526 $2.248 $662,093 ($18,415) ($459,963) ($478,378) $183,715
1-Jul-24 1-Sep-25 108% $34,563,062 ($667,790) $33,895,272 $2.248 $761,966 ($21,150) ($528,164) ($549,314) $212,651
1-Jul-25 1-Sep-26 110% $39,171,470 ($667,790) $38,503,680 $2.248 $865,563 ($23,986) ($598,910) ($622,896) $242,667
1-Jul-26 1-Sep-27 113% $39,954,899 ($667,790) $39,287,110 $2.248 $883,174 ($24,469) ($610,936) ($635,405) $247,769
1-Jul-27 1-Sep-28 115% $40,753,997 ($667,790) $40,086,208 $2.248 $901,138 ($24,960) ($623,203) ($648,164) $252,974
1-Jul-28 1-Sep-29 117% $41,569,077 ($667,790) $40,901,288 $2.248 $919,461 ($22,279) ($638,899) ($661,178) $258,283
1-Jul-29 1-Sep-30 120% $42,400,459 ($667,790) $41,732,669 $2.248 $938,150 ($19,480) ($654,972) ($674,453) $263,698
1-Jul-30 1-Sep-31 122% $43,248,468 ($667,790) $42,580,678 $2.248 $957,214 ($16,560) ($671,433) ($687,993) $269,221
1-Jul-31 1-Sep-32 124% $44,113,437 ($667,790) $43,445,648 $2.248 $976,658 ($13,514) ($688,289) ($701,803) $274,855
1-Jul-32 1-Sep-33 127% $44,995,706 ($667,790) $44,327,916 $2.248 $996,492 ($10,339) ($705,551) ($715,890) $280,601
1-Jul-33 1-Sep-34 129% $45,895,620 ($667,790) $45,227,831 $2.248 $1,016,722 $0 $0 $0 $1,016,722
1-Jul-34 1-Sep-35 132% $46,813,533 ($667,790) $46,145,743 $2.248 $1,037,356 $0 $0 $0 $1,037,356
1-Jul-35 1-Sep-36 135% $47,749,803 ($667,790) $47,082,014 $2.248 $1,058,404 $0 $0 $0 $1,058,404
1-Jul-36 1-Sep-37 137% $48,704,799 ($667,790) $48,037,010 $2.248 $1,079,872 $0 $0 $0 $1,079,872
1-Jul-37 1-Sep-38 140% $49,678,895 ($667,790) $49,011,106 $2.248 $1,101,770 $0 $0 $0 $1,101,770
1-Jul-38 1-Sep-39 143% $50,672,473 ($667,790) $50,004,684 $2.248 $1,124,105 $0 $0 $0 $1,124,105
1-Jul-39 1-Sep-40 146% $51,685,923 ($667,790) $51,018,133 $2.248 $1,146,888 $0 $0 $0 $1,146,888
1-Jul-40 1-Sep-41 149% $52,719,641 ($667,790) $52,051,851 $2.248 $1,170,126 $0 $0 $0 $1,170,126
1-Jul-41 1-Sep-42 152% $53,774,034 ($667,790) $53,106,244 $2.248 $1,193,828 $0 $0 $0 $1,193,828
1-Jul-42 1-Sep-43 155% $54,849,515 ($667,790) $54,181,725 $2.248 $1,218,005 $0 $0 $0 $1,218,005
1-Jul-43 1-Sep-44 158% $55,946,505 ($667,790) $55,278,715 $2.248 $1,242,666 $0 $0 $0 $1,242,666
1-Jul-44 1-Sep-45 161% $57,065,435 ($667,790) $56,397,645 $2.248 $1,267,819 $0 $0 $0 $1,267,819
1-Jul-45 1-Sep-46 164% $58,206,744 ($667,790) $57,538,954 $2.248 $1,293,476 $0 $0 $0 $1,293,476
1-Jul-46 1-Sep-47 167% $59,370,879 ($667,790) $58,703,089 $2.248 $1,319,645 $0 $0 $0 $1,319,645
1-Jul-47 1-Sep-48 171% $60,558,296 ($667,790) $59,890,506 $2.248 $1,346,339 $0 $0 $0 $1,346,339
1-Jul-48 1-Sep-49 174% $61,769,462 ($667,790) $61,101,672 $2.248 $1,373,566 $0 $0 $0 $1,373,566
1-Jul-49 1-Sep-50 178% $63,004,851 ($667,790) $62,337,062 $2.248 $1,401,337 $0 $0 $0 $1,401,337
Total $29,253,830 ($195,153) ($6,180,320) ($6,375,473) $22,878,357

MuniCap, Inc.
(a)
See Appendix A-3.c.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-11
C-272
APPENDIX G
Port Covington
Appendix G-3.c: Developed Property - Projected Special Tax Credit - Building E5A

Year Year Inflation Building E5A Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 100% $0 ($1,115,618) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 ($1,115,618) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 ($1,115,618) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 106% $52,787,534 ($1,115,618) $51,671,916 $2.248 $1,161,585 ($944,403) ($165,271) ($1,109,674) $51,911
1-Jul-24 1-Sep-25 108% $60,573,695 ($1,115,618) $59,458,077 $2.248 $1,336,618 ($1,084,430) ($189,775) ($1,274,205) $62,413
1-Jul-25 1-Sep-26 110% $68,650,188 ($1,115,618) $67,534,570 $2.248 $1,518,177 ($1,229,677) ($215,194) ($1,444,871) $73,306
1-Jul-26 1-Sep-27 113% $70,023,192 ($1,115,618) $68,907,574 $2.248 $1,549,042 ($1,254,370) ($219,515) ($1,473,884) $75,158
1-Jul-27 1-Sep-28 115% $71,423,655 ($1,115,618) $70,308,038 $2.248 $1,580,525 ($1,279,555) ($223,922) ($1,503,478) $77,047
1-Jul-28 1-Sep-29 117% $72,852,129 ($1,115,618) $71,736,511 $2.248 $1,612,637 ($1,142,089) ($342,627) ($1,484,716) $127,920
1-Jul-29 1-Sep-30 120% $74,309,171 ($1,115,618) $73,193,553 $2.248 $1,645,391 ($998,586) ($466,007) ($1,464,593) $180,798
1-Jul-30 1-Sep-31 122% $75,795,355 ($1,115,618) $74,679,737 $2.248 $1,678,800 ($848,860) ($594,202) ($1,443,062) $235,738
1-Jul-31 1-Sep-32 124% $77,311,262 ($1,115,618) $76,195,644 $2.248 $1,712,878 ($692,719) ($727,355) ($1,420,074) $292,804
1-Jul-32 1-Sep-33 127% $78,857,487 ($1,115,618) $77,741,869 $2.248 $1,747,637 ($529,967) ($865,613) ($1,395,580) $352,057
1-Jul-33 1-Sep-34 129% $80,434,637 ($1,115,618) $79,319,019 $2.248 $1,783,092 $0 $0 $0 $1,783,092
1-Jul-34 1-Sep-35 132% $82,043,329 ($1,115,618) $80,927,711 $2.248 $1,819,255 $0 $0 $0 $1,819,255
1-Jul-35 1-Sep-36 135% $83,684,196 ($1,115,618) $82,568,578 $2.248 $1,856,142 $0 $0 $0 $1,856,142
1-Jul-36 1-Sep-37 137% $85,357,880 ($1,115,618) $84,242,262 $2.248 $1,893,766 $0 $0 $0 $1,893,766
1-Jul-37 1-Sep-38 140% $87,065,037 ($1,115,618) $85,949,420 $2.248 $1,932,143 $0 $0 $0 $1,932,143
1-Jul-38 1-Sep-39 143% $88,806,338 ($1,115,618) $87,690,720 $2.248 $1,971,287 $0 $0 $0 $1,971,287
1-Jul-39 1-Sep-40 146% $90,582,465 ($1,115,618) $89,466,847 $2.248 $2,011,215 $0 $0 $0 $2,011,215
1-Jul-40 1-Sep-41 149% $92,394,114 ($1,115,618) $91,278,496 $2.248 $2,051,941 $0 $0 $0 $2,051,941
1-Jul-41 1-Sep-42 152% $94,241,997 ($1,115,618) $93,126,379 $2.248 $2,093,481 $0 $0 $0 $2,093,481
1-Jul-42 1-Sep-43 155% $96,126,837 ($1,115,618) $95,011,219 $2.248 $2,135,852 $0 $0 $0 $2,135,852
1-Jul-43 1-Sep-44 158% $98,049,373 ($1,115,618) $96,933,755 $2.248 $2,179,071 $0 $0 $0 $2,179,071
1-Jul-44 1-Sep-45 161% $100,010,361 ($1,115,618) $98,894,743 $2.248 $2,223,154 $0 $0 $0 $2,223,154
1-Jul-45 1-Sep-46 164% $102,010,568 ($1,115,618) $100,894,950 $2.248 $2,268,118 $0 $0 $0 $2,268,118
1-Jul-46 1-Sep-47 167% $104,050,779 ($1,115,618) $102,935,161 $2.248 $2,313,982 $0 $0 $0 $2,313,982
1-Jul-47 1-Sep-48 171% $106,131,795 ($1,115,618) $105,016,177 $2.248 $2,360,764 $0 $0 $0 $2,360,764
1-Jul-48 1-Sep-49 174% $108,254,431 ($1,115,618) $107,138,813 $2.248 $2,408,481 $0 $0 $0 $2,408,481
1-Jul-49 1-Sep-50 178% $110,419,519 ($1,115,618) $109,303,901 $2.248 $2,457,152 $0 $0 $0 $2,457,152
Total $51,302,184 ($10,004,658) ($4,009,480) ($14,014,138) $37,288,046

MuniCap, Inc.
(a)
See Appendix A-3.c.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-12
C-273
APPENDIX G
Port Covington
Appendix G-3.d: Developed Property - Projected Special Tax Credit - Building E7

1-Jul-20 1-Sep-21 100% $0 ($1,528,878) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 ($1,528,878) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 ($1,528,878) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 106% $62,935,804 ($1,528,878) $61,406,925 $2.248 $1,380,428 ($1,126,828) ($197,195) ($1,324,022) $56,405
1-Jul-24 1-Sep-25 108% $72,218,835 ($1,528,878) $70,689,956 $2.248 $1,589,110 ($1,293,774) ($226,410) ($1,520,184) $68,926
1-Jul-25 1-Sep-26 110% $81,848,013 ($1,528,878) $80,319,134 $2.248 $1,805,574 ($1,466,945) ($256,715) ($1,723,660) $81,914
1-Jul-26 1-Sep-27 113% $83,484,973 ($1,528,878) $81,956,095 $2.248 $1,842,373 ($1,496,384) ($261,867) ($1,758,251) $84,122
1-Jul-27 1-Sep-28 115% $85,154,672 ($1,528,878) $83,625,794 $2.248 $1,879,908 ($1,526,412) ($267,122) ($1,793,534) $86,374
1-Jul-28 1-Sep-29 117% $86,857,766 ($1,528,878) $85,328,887 $2.248 $1,918,193 ($1,362,410) ($408,723) ($1,771,133) $147,060
1-Jul-29 1-Sep-30 120% $88,594,921 ($1,528,878) $87,066,043 $2.248 $1,957,245 ($1,191,211) ($555,898) ($1,747,109) $210,135
1-Jul-30 1-Sep-31 122% $90,366,820 ($1,528,878) $88,837,941 $2.248 $1,997,077 ($1,012,592) ($708,814) ($1,721,406) $275,671
1-Jul-31 1-Sep-32 124% $92,174,156 ($1,528,878) $90,645,278 $2.248 $2,037,706 ($826,325) ($867,641) ($1,693,966) $343,739
1-Jul-32 1-Sep-33 127% $94,017,639 ($1,528,878) $92,488,761 $2.248 $2,079,147 ($632,176) ($1,032,555) ($1,664,731) $414,417
1-Jul-33 1-Sep-34 129% $95,897,992 ($1,528,878) $94,369,113 $2.248 $2,121,418 $0 $0 $0 $2,121,418
1-Jul-34 1-Sep-35 132% $97,815,952 ($1,528,878) $96,287,073 $2.248 $2,164,533 $0 $0 $0 $2,164,533
1-Jul-35 1-Sep-36 135% $99,772,271 ($1,528,878) $98,243,392 $2.248 $2,208,511 $0 $0 $0 $2,208,511
1-Jul-36 1-Sep-37 137% $101,767,716 ($1,528,878) $100,238,838 $2.248 $2,253,369 $0 $0 $0 $2,253,369
1-Jul-37 1-Sep-38 140% $103,803,070 ($1,528,878) $102,274,192 $2.248 $2,299,124 $0 $0 $0 $2,299,124
1-Jul-38 1-Sep-39 143% $105,879,132 ($1,528,878) $104,350,254 $2.248 $2,345,794 $0 $0 $0 $2,345,794
1-Jul-39 1-Sep-40 146% $107,996,714 ($1,528,878) $106,467,836 $2.248 $2,393,397 $0 $0 $0 $2,393,397
1-Jul-40 1-Sep-41 149% $110,156,649 ($1,528,878) $108,627,770 $2.248 $2,441,952 $0 $0 $0 $2,441,952
1-Jul-41 1-Sep-42 152% $112,359,782 ($1,528,878) $110,830,903 $2.248 $2,491,479 $0 $0 $0 $2,491,479
1-Jul-42 1-Sep-43 155% $114,606,977 ($1,528,878) $113,078,099 $2.248 $2,541,996 $0 $0 $0 $2,541,996
1-Jul-43 1-Sep-44 158% $116,899,117 ($1,528,878) $115,370,239 $2.248 $2,593,523 $0 $0 $0 $2,593,523
1-Jul-44 1-Sep-45 161% $119,237,099 ($1,528,878) $117,708,221 $2.248 $2,646,081 $0 $0 $0 $2,646,081
1-Jul-45 1-Sep-46 164% $121,621,841 ($1,528,878) $120,092,963 $2.248 $2,699,690 $0 $0 $0 $2,699,690
1-Jul-46 1-Sep-47 167% $124,054,278 ($1,528,878) $122,525,400 $2.248 $2,754,371 $0 $0 $0 $2,754,371
1-Jul-47 1-Sep-48 171% $126,535,364 ($1,528,878) $125,006,485 $2.248 $2,810,146 $0 $0 $0 $2,810,146
1-Jul-48 1-Sep-49 174% $129,066,071 ($1,528,878) $127,537,193 $2.248 $2,867,036 $0 $0 $0 $2,867,036
1-Jul-49 1-Sep-50 178% $131,647,392 ($1,528,878) $130,118,514 $2.248 $2,925,064 $0 $0 $0 $2,925,064
Total $61,044,244 ($11,935,056) ($4,782,941) ($16,717,997) $44,326,247

MuniCap, Inc.
(a)
See Appendix A-3.c.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-13
C-274
APPENDIX G
Port Covington
Appendix G-3.e: Developed Property - Projected Special Tax Credit - Building E1

1-Jul-20 1-Sep-21 100% $0 ($2,745,341) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 ($2,745,341) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 ($2,745,341) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 106% $63,761,432 ($2,745,341) $61,016,090 $2.248 $1,371,642 ($489,204) ($687,110) ($1,176,314) $195,328
1-Jul-24 1-Sep-25 108% $73,166,243 ($2,745,341) $70,420,902 $2.248 $1,583,062 ($562,597) ($789,233) ($1,351,830) $231,231
1-Jul-25 1-Sep-26 110% $82,921,742 ($2,745,341) $80,176,401 $2.248 $1,802,365 ($638,727) ($895,164) ($1,533,892) $268,474
1-Jul-26 1-Sep-27 113% $84,580,177 ($2,745,341) $81,834,836 $2.248 $1,839,647 ($651,670) ($913,173) ($1,564,842) $274,805
1-Jul-27 1-Sep-28 115% $86,271,780 ($2,745,341) $83,526,439 $2.248 $1,877,674 ($664,871) ($931,541) ($1,596,412) $281,263
1-Jul-28 1-Sep-29 117% $87,997,216 ($2,745,341) $85,251,875 $2.248 $1,916,462 ($593,544) ($1,035,069) ($1,628,612) $287,850
1-Jul-29 1-Sep-30 120% $89,757,160 ($2,745,341) $87,011,819 $2.248 $1,956,026 ($519,052) ($1,142,405) ($1,661,457) $294,568
1-Jul-30 1-Sep-31 122% $91,552,303 ($2,745,341) $88,806,962 $2.248 $1,996,381 ($441,299) ($1,253,660) ($1,694,959) $301,421
1-Jul-31 1-Sep-32 124% $93,383,349 ($2,745,341) $90,638,008 $2.248 $2,037,542 ($360,184) ($1,368,947) ($1,729,131) $308,412
1-Jul-32 1-Sep-33 127% $95,251,016 ($2,745,341) $92,505,675 $2.248 $2,079,528 ($275,604) ($1,488,382) ($1,763,986) $315,542
1-Jul-33 1-Sep-34 129% $97,156,037 ($2,745,341) $94,410,696 $2.248 $2,122,352 $0 $0 $0 $2,122,352
1-Jul-34 1-Sep-35 132% $99,099,157 ($2,745,341) $96,353,816 $2.248 $2,166,034 $0 $0 $0 $2,166,034
1-Jul-35 1-Sep-36 135% $101,081,141 ($2,745,341) $98,335,799 $2.248 $2,210,589 $0 $0 $0 $2,210,589
1-Jul-36 1-Sep-37 137% $103,102,763 ($2,745,341) $100,357,422 $2.248 $2,256,035 $0 $0 $0 $2,256,035
1-Jul-37 1-Sep-38 140% $105,164,819 ($2,745,341) $102,419,478 $2.248 $2,302,390 $0 $0 $0 $2,302,390
1-Jul-38 1-Sep-39 143% $107,268,115 ($2,745,341) $104,522,774 $2.248 $2,349,672 $0 $0 $0 $2,349,672
1-Jul-39 1-Sep-40 146% $109,413,477 ($2,745,341) $106,668,136 $2.248 $2,397,900 $0 $0 $0 $2,397,900
1-Jul-40 1-Sep-41 149% $111,601,747 ($2,745,341) $108,856,406 $2.248 $2,447,092 $0 $0 $0 $2,447,092
1-Jul-41 1-Sep-42 152% $113,833,782 ($2,745,341) $111,088,441 $2.248 $2,497,268 $0 $0 $0 $2,497,268
1-Jul-42 1-Sep-43 155% $116,110,457 ($2,745,341) $113,365,116 $2.248 $2,548,448 $0 $0 $0 $2,548,448
1-Jul-43 1-Sep-44 158% $118,432,667 ($2,745,341) $115,687,325 $2.248 $2,600,651 $0 $0 $0 $2,600,651
1-Jul-44 1-Sep-45 161% $120,801,320 ($2,745,341) $118,055,979 $2.248 $2,653,898 $0 $0 $0 $2,653,898
1-Jul-45 1-Sep-46 164% $123,217,346 ($2,745,341) $120,472,005 $2.248 $2,708,211 $0 $0 $0 $2,708,211
1-Jul-46 1-Sep-47 167% $125,681,693 ($2,745,341) $122,936,352 $2.248 $2,763,609 $0 $0 $0 $2,763,609
1-Jul-47 1-Sep-48 171% $128,195,327 ($2,745,341) $125,449,986 $2.248 $2,820,116 $0 $0 $0 $2,820,116
1-Jul-48 1-Sep-49 174% $130,759,234 ($2,745,341) $128,013,893 $2.248 $2,877,752 $0 $0 $0 $2,877,752
1-Jul-49 1-Sep-50 178% $133,374,418 ($2,745,341) $130,629,077 $2.248 $2,936,542 $0 $0 $0 $2,936,542
Total $61,118,887 ($5,196,752) ($10,504,683) ($15,701,435) $45,417,452

MuniCap, Inc.
(a)
See Appendix A-3.c.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-14
C-275
APPENDIX G
Port Covington
Appendix G-3.f: Developed Property - Projected Special Tax Credit - Nick's Seafood

Year Year Nick's Seafood Original Assessable Incremental Tax Rate Increment Enterprise Special
(a) (b) (c) (c)
Beginning Ending Assessed Value Base Value Assessed Value (Per $100 A.V.) Revenues Zone Brownfield Total Tax Credit
1-Jul-20 1-Sep-21 $4,800,000 ($1,631,882) $3,168,118 $2.248 $71,219 $0 $0 $0 $71,219
1-Jul-21 1-Sep-22 $4,896,000 ($1,631,882) $3,264,118 $2.248 $73,377 $0 $0 $0 $73,377
1-Jul-22 1-Sep-23 $4,993,920 ($1,631,882) $3,362,038 $2.248 $75,579 $0 $0 $0 $75,579
1-Jul-23 1-Sep-24 $5,093,798 ($1,631,882) $3,461,917 $2.248 $77,824 $0 $0 $0 $77,824
1-Jul-24 1-Sep-25 $5,195,674 ($1,631,882) $3,563,793 $2.248 $80,114 $0 $0 $0 $80,114
1-Jul-25 1-Sep-26 $5,299,588 ($1,631,882) $3,667,706 $2.248 $82,450 $0 $0 $0 $82,450
1-Jul-26 1-Sep-27 $5,405,580 ($1,631,882) $3,773,698 $2.248 $84,833 $0 $0 $0 $84,833
1-Jul-27 1-Sep-28 $5,513,691 ($1,631,882) $3,881,809 $2.248 $87,263 $0 $0 $0 $87,263
1-Jul-28 1-Sep-29 $5,623,965 ($1,631,882) $3,992,083 $2.248 $89,742 $0 $0 $0 $89,742
1-Jul-29 1-Sep-30 $5,736,444 ($1,631,882) $4,104,562 $2.248 $92,271 $0 $0 $0 $92,271
1-Jul-30 1-Sep-31 $5,851,173 ($1,631,882) $4,219,291 $2.248 $94,850 $0 $0 $0 $94,850
1-Jul-31 1-Sep-32 $5,968,197 ($1,631,882) $4,336,315 $2.248 $97,480 $0 $0 $0 $97,480
1-Jul-32 1-Sep-33 $6,087,561 ($1,631,882) $4,455,679 $2.248 $100,164 $0 $0 $0 $100,164
1-Jul-33 1-Sep-34 $6,209,312 ($1,631,882) $4,577,430 $2.248 $102,901 $0 $0 $0 $102,901
1-Jul-34 1-Sep-35 $6,333,498 ($1,631,882) $4,701,616 $2.248 $105,692 $0 $0 $0 $105,692
1-Jul-35 1-Sep-36 $6,460,168 ($1,631,882) $4,828,286 $2.248 $108,540 $0 $0 $0 $108,540
1-Jul-36 1-Sep-37 $6,589,371 ($1,631,882) $4,957,490 $2.248 $111,444 $0 $0 $0 $111,444
1-Jul-37 1-Sep-38 $6,721,159 ($1,631,882) $5,089,277 $2.248 $114,407 $0 $0 $0 $114,407
1-Jul-38 1-Sep-39 $6,855,582 ($1,631,882) $5,223,700 $2.248 $117,429 $0 $0 $0 $117,429
1-Jul-39 1-Sep-40 $6,992,694 ($1,631,882) $5,360,812 $2.248 $120,511 $0 $0 $0 $120,511
1-Jul-40 1-Sep-41 $7,132,548 ($1,631,882) $5,500,666 $2.248 $123,655 $0 $0 $0 $123,655
1-Jul-41 1-Sep-42 $7,275,198 ($1,631,882) $5,643,317 $2.248 $126,862 $0 $0 $0 $126,862
1-Jul-42 1-Sep-43 $7,420,702 ($1,631,882) $5,788,821 $2.248 $130,133 $0 $0 $0 $130,133
1-Jul-43 1-Sep-44 $7,569,116 ($1,631,882) $5,937,235 $2.248 $133,469 $0 $0 $0 $133,469
1-Jul-44 1-Sep-45 $7,720,499 ($1,631,882) $6,088,617 $2.248 $136,872 $0 $0 $0 $136,872
1-Jul-45 1-Sep-46 $7,874,909 ($1,631,882) $6,243,027 $2.248 $140,343 $0 $0 $0 $140,343
1-Jul-46 1-Sep-47 $8,032,407 ($1,631,882) $6,400,525 $2.248 $143,884 $0 $0 $0 $143,884
1-Jul-47 1-Sep-48 $8,193,055 ($1,631,882) $6,561,173 $2.248 $147,495 $0 $0 $0 $147,495
1-Jul-48 1-Sep-49 $8,356,916 ($1,631,882) $6,725,034 $2.248 $151,179 $0 $0 $0 $151,179
1-Jul-49 1-Sep-50 $8,524,055 ($1,631,882) $6,892,173 $2.248 $154,936 $0 $0 $0 $154,936
Total $3,276,917 $0 $0 $0 $3,276,917

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
Enterprise Zone and Brownfield Tax Credits not applicable to property.
G-15
C-276
APPENDIX G
Port Covington
Appendix G-3.g: Developed Property - Projected Special Tax Credit - Baltimore Sun Building
Tax Bond Baltimore Estimated City Tax Property Tax Credits Total
Year Year Sun Building Original Assessable Incremental Tax Rate Increment Enterprise Special
Beginning Ending Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.) Revenues Zone(c) Brownfield(c) Total Tax Credit
1-Jul-20 1-Sep-21 $23,013,900 ($16,136,647) $6,877,253 $2.248 $154,601 $0 $0 $0 $154,601
1-Jul-21 1-Sep-22 $23,474,178 ($16,136,647) $7,337,531 $2.248 $164,948 $0 $0 $0 $164,948
1-Jul-22 1-Sep-23 $23,943,662 ($16,136,647) $7,807,015 $2.248 $175,502 $0 $0 $0 $175,502
1-Jul-23 1-Sep-24 $24,422,535 ($16,136,647) $8,285,888 $2.248 $186,267 $0 $0 $0 $186,267
1-Jul-24 1-Sep-25 $24,910,985 ($16,136,647) $8,774,339 $2.248 $197,247 $0 $0 $0 $197,247
1-Jul-25 1-Sep-26 $25,409,205 ($16,136,647) $9,272,558 $2.248 $208,447 $0 $0 $0 $208,447
1-Jul-26 1-Sep-27 $25,917,389 ($16,136,647) $9,780,742 $2.248 $219,871 $0 $0 $0 $219,871
1-Jul-27 1-Sep-28 $26,435,737 ($16,136,647) $10,299,090 $2.248 $231,524 $0 $0 $0 $231,524
1-Jul-28 1-Sep-29 $26,964,452 ($16,136,647) $10,827,805 $2.248 $243,409 $0 $0 $0 $243,409
1-Jul-29 1-Sep-30 $27,503,741 ($16,136,647) $11,367,094 $2.248 $255,532 $0 $0 $0 $255,532
1-Jul-30 1-Sep-31 $28,053,816 ($16,136,647) $11,917,169 $2.248 $267,898 $0 $0 $0 $267,898
1-Jul-31 1-Sep-32 $28,614,892 ($16,136,647) $12,478,245 $2.248 $280,511 $0 $0 $0 $280,511
1-Jul-32 1-Sep-33 $29,187,190 ($16,136,647) $13,050,543 $2.248 $293,376 $0 $0 $0 $293,376
1-Jul-33 1-Sep-34 $29,770,934 ($16,136,647) $13,634,287 $2.248 $306,499 $0 $0 $0 $306,499
1-Jul-34 1-Sep-35 $30,366,352 ($16,136,647) $14,229,705 $2.248 $319,884 $0 $0 $0 $319,884
1-Jul-35 1-Sep-36 $30,973,679 ($16,136,647) $14,837,033 $2.248 $333,536 $0 $0 $0 $333,536
1-Jul-36 1-Sep-37 $31,593,153 ($16,136,647) $15,456,506 $2.248 $347,462 $0 $0 $0 $347,462
1-Jul-37 1-Sep-38 $32,225,016 ($16,136,647) $16,088,369 $2.248 $361,667 $0 $0 $0 $361,667
1-Jul-38 1-Sep-39 $32,869,516 ($16,136,647) $16,732,869 $2.248 $376,155 $0 $0 $0 $376,155
1-Jul-39 1-Sep-40 $33,526,907 ($16,136,647) $17,390,260 $2.248 $390,933 $0 $0 $0 $390,933
1-Jul-40 1-Sep-41 $34,197,445 ($16,136,647) $18,060,798 $2.248 $406,007 $0 $0 $0 $406,007
1-Jul-41 1-Sep-42 $34,881,394 ($16,136,647) $18,744,747 $2.248 $421,382 $0 $0 $0 $421,382
1-Jul-42 1-Sep-43 $35,579,022 ($16,136,647) $19,442,375 $2.248 $437,065 $0 $0 $0 $437,065
1-Jul-43 1-Sep-44 $36,290,602 ($16,136,647) $20,153,955 $2.248 $453,061 $0 $0 $0 $453,061
1-Jul-44 1-Sep-45 $37,016,414 ($16,136,647) $20,879,767 $2.248 $469,377 $0 $0 $0 $469,377
1-Jul-45 1-Sep-46 $37,756,742 ($16,136,647) $21,620,095 $2.248 $486,020 $0 $0 $0 $486,020
1-Jul-46 1-Sep-47 $38,511,877 ($16,136,647) $22,375,230 $2.248 $502,995 $0 $0 $0 $502,995
1-Jul-47 1-Sep-48 $39,282,115 ($16,136,647) $23,145,468 $2.248 $520,310 $0 $0 $0 $520,310
1-Jul-48 1-Sep-49 $40,067,757 ($16,136,647) $23,931,110 $2.248 $537,971 $0 $0 $0 $537,971
1-Jul-49 1-Sep-50 $40,869,112 ($16,136,647) $24,732,465 $2.248 $555,986 $0 $0 $0 $555,986
Total $10,105,441 $0 $0 $0 $10,105,441

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
G-16
C-277
APPENDIX G
Port Covington
Appendix G-3.h: Developed Property - Projected Special Tax Credit - AFP Building

Year Year AFP Building Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 $6,082,200 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $6,203,844 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $6,327,921 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $6,454,479 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-24 1-Sep-25 $6,583,569 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-25 1-Sep-26 $6,715,240 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-26 1-Sep-27 $6,849,545 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-27 1-Sep-28 $6,986,536 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-28 1-Sep-29 $7,126,267 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-29 1-Sep-30 $7,268,792 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-30 1-Sep-31 $7,414,168 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-31 1-Sep-32 $7,562,451 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-32 1-Sep-33 $7,713,700 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-33 1-Sep-34 $7,867,974 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $8,025,334 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $8,185,840 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $8,349,557 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $8,516,548 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $8,686,879 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $8,860,617 ($8,937,469) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $9,037,829 ($8,937,469) $100,361 $2.248 $2,256 $0 $0 $0 $2,256
1-Jul-41 1-Sep-42 $9,218,586 ($8,937,469) $281,117 $2.248 $6,320 $0 $0 $0 $6,320
1-Jul-42 1-Sep-43 $9,402,958 ($8,937,469) $465,489 $2.248 $10,464 $0 $0 $0 $10,464
1-Jul-43 1-Sep-44 $9,591,017 ($8,937,469) $653,548 $2.248 $14,692 $0 $0 $0 $14,692
1-Jul-44 1-Sep-45 $9,782,837 ($8,937,469) $845,368 $2.248 $19,004 $0 $0 $0 $19,004
1-Jul-45 1-Sep-46 $9,978,494 ($8,937,469) $1,041,025 $2.248 $23,402 $0 $0 $0 $23,402
1-Jul-46 1-Sep-47 $10,178,064 ($8,937,469) $1,240,595 $2.248 $27,889 $0 $0 $0 $27,889
1-Jul-47 1-Sep-48 $10,381,625 ($8,937,469) $1,444,156 $2.248 $32,465 $0 $0 $0 $32,465
1-Jul-48 1-Sep-49 $10,589,257 ($8,937,469) $1,651,789 $2.248 $37,132 $0 $0 $0 $37,132
1-Jul-49 1-Sep-50 $10,801,043 ($8,937,469) $1,863,574 $2.248 $41,893 $0 $0 $0 $41,893
Total $215,516 $0 $0 $0 $215,516

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
G-17
C-278
APPENDIX G
Port Covington
Appendix G-3.i: Developed Property - Projected Special Tax Credit - Former Walmart Building
Tax Bond Former Estimated City Tax Property Tax Credits Total
Year Year Walmart Building Original Assessable Incremental Tax Rate Increment Enterprise Special
(a) (b) (c) (c)
Beginning Ending Assessed Value Base Value Assessed Value (Per $100 A.V.) Revenues Zone Brownfield Total Tax Credit
1-Jul-20 1-Sep-21 $15,000,000 ($15,834,446) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $15,300,000 ($15,834,446) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $15,606,000 ($15,834,446) $0 $2.248 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $15,918,120 ($15,834,446) $83,674 $2.248 $1,881 $0 $0 $0 $1,881
1-Jul-24 1-Sep-25 $16,236,482 ($15,834,446) $402,036 $2.248 $9,038 $0 $0 $0 $9,038
1-Jul-25 1-Sep-26 $16,561,212 ($15,834,446) $726,766 $2.248 $16,338 $0 $0 $0 $16,338
1-Jul-26 1-Sep-27 $16,892,436 ($15,834,446) $1,057,990 $2.248 $23,784 $0 $0 $0 $23,784
1-Jul-27 1-Sep-28 $17,230,285 ($15,834,446) $1,395,839 $2.248 $31,378 $0 $0 $0 $31,378
1-Jul-28 1-Sep-29 $17,574,891 ($15,834,446) $1,740,444 $2.248 $39,125 $0 $0 $0 $39,125
1-Jul-29 1-Sep-30 $17,926,389 ($15,834,446) $2,091,942 $2.248 $47,027 $0 $0 $0 $47,027
1-Jul-30 1-Sep-31 $18,284,916 ($15,834,446) $2,450,470 $2.248 $55,087 $0 $0 $0 $55,087
1-Jul-31 1-Sep-32 $18,650,615 ($15,834,446) $2,816,168 $2.248 $63,307 $0 $0 $0 $63,307
1-Jul-32 1-Sep-33 $19,023,627 ($15,834,446) $3,189,180 $2.248 $71,693 $0 $0 $0 $71,693
1-Jul-33 1-Sep-34 $19,404,099 ($15,834,446) $3,569,653 $2.248 $80,246 $0 $0 $0 $80,246
1-Jul-34 1-Sep-35 $19,792,181 ($15,834,446) $3,957,735 $2.248 $88,970 $0 $0 $0 $88,970
1-Jul-35 1-Sep-36 $20,188,025 ($15,834,446) $4,353,579 $2.248 $97,868 $0 $0 $0 $97,868
1-Jul-36 1-Sep-37 $20,591,786 ($15,834,446) $4,757,339 $2.248 $106,945 $0 $0 $0 $106,945
1-Jul-37 1-Sep-38 $21,003,621 ($15,834,446) $5,169,175 $2.248 $116,203 $0 $0 $0 $116,203
1-Jul-38 1-Sep-39 $21,423,694 ($15,834,446) $5,589,247 $2.248 $125,646 $0 $0 $0 $125,646
1-Jul-39 1-Sep-40 $21,852,168 ($15,834,446) $6,017,721 $2.248 $135,278 $0 $0 $0 $135,278
1-Jul-40 1-Sep-41 $22,289,211 ($15,834,446) $6,454,764 $2.248 $145,103 $0 $0 $0 $145,103
1-Jul-41 1-Sep-42 $22,734,995 ($15,834,446) $6,900,549 $2.248 $155,124 $0 $0 $0 $155,124
1-Jul-42 1-Sep-43 $23,189,695 ($15,834,446) $7,355,249 $2.248 $165,346 $0 $0 $0 $165,346
1-Jul-43 1-Sep-44 $23,653,489 ($15,834,446) $7,819,042 $2.248 $175,772 $0 $0 $0 $175,772
1-Jul-44 1-Sep-45 $24,126,559 ($15,834,446) $8,292,112 $2.248 $186,407 $0 $0 $0 $186,407
1-Jul-45 1-Sep-46 $24,609,090 ($15,834,446) $8,774,643 $2.248 $197,254 $0 $0 $0 $197,254
1-Jul-46 1-Sep-47 $25,101,272 ($15,834,446) $9,266,825 $2.248 $208,318 $0 $0 $0 $208,318
1-Jul-47 1-Sep-48 $25,603,297 ($15,834,446) $9,768,851 $2.248 $219,604 $0 $0 $0 $219,604
1-Jul-48 1-Sep-49 $26,115,363 ($15,834,446) $10,280,917 $2.248 $231,115 $0 $0 $0 $231,115
1-Jul-49 1-Sep-50 $26,637,670 ($15,834,446) $10,803,224 $2.248 $242,856 $0 $0 $0 $242,856
Total $3,036,714 $0 $0 $0 $3,036,714

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
G-18
C-279
APPENDIX G
Port Covington
Appendix G-3.j: Developed Property - Projected Special Tax Credit - Schuster Concrete Building
Tax Bond Schuster Estimated City Tax Property Tax Credits Total
Year Year Concrete Building Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 $6,440,400 ($2,401,429) $4,038,971 $2.248 $90,796 $0 $0 $0 $90,796
1-Jul-21 1-Sep-22 $6,569,208 ($2,401,429) $4,167,779 $2.248 $93,692 $0 $0 $0 $93,692
1-Jul-22 1-Sep-23 $6,700,592 ($2,401,429) $4,299,164 $2.248 $96,645 $0 $0 $0 $96,645
1-Jul-23 1-Sep-24 $6,834,604 ($2,401,429) $4,433,175 $2.248 $99,658 $0 $0 $0 $99,658
1-Jul-24 1-Sep-25 $6,971,296 ($2,401,429) $4,569,867 $2.248 $102,731 $0 $0 $0 $102,731
1-Jul-25 1-Sep-26 $7,110,722 ($2,401,429) $4,709,293 $2.248 $105,865 $0 $0 $0 $105,865
1-Jul-26 1-Sep-27 $7,252,936 ($2,401,429) $4,851,508 $2.248 $109,062 $0 $0 $0 $109,062
1-Jul-27 1-Sep-28 $7,397,995 ($2,401,429) $4,996,567 $2.248 $112,323 $0 $0 $0 $112,323
1-Jul-28 1-Sep-29 $7,545,955 ($2,401,429) $5,144,526 $2.248 $115,649 $0 $0 $0 $115,649
1-Jul-29 1-Sep-30 $7,696,874 ($2,401,429) $5,295,446 $2.248 $119,042 $0 $0 $0 $119,042
1-Jul-30 1-Sep-31 $7,850,812 ($2,401,429) $5,449,383 $2.248 $122,502 $0 $0 $0 $122,502
1-Jul-31 1-Sep-32 $8,007,828 ($2,401,429) $5,606,399 $2.248 $126,032 $0 $0 $0 $126,032
1-Jul-32 1-Sep-33 $8,167,984 ($2,401,429) $5,766,556 $2.248 $129,632 $0 $0 $0 $129,632
1-Jul-33 1-Sep-34 $8,331,344 ($2,401,429) $5,929,916 $2.248 $133,305 $0 $0 $0 $133,305
1-Jul-34 1-Sep-35 $8,497,971 ($2,401,429) $6,096,542 $2.248 $137,050 $0 $0 $0 $137,050
1-Jul-35 1-Sep-36 $8,667,930 ($2,401,429) $6,266,502 $2.248 $140,871 $0 $0 $0 $140,871
1-Jul-36 1-Sep-37 $8,841,289 ($2,401,429) $6,439,860 $2.248 $144,768 $0 $0 $0 $144,768
1-Jul-37 1-Sep-38 $9,018,115 ($2,401,429) $6,616,686 $2.248 $148,743 $0 $0 $0 $148,743
1-Jul-38 1-Sep-39 $9,198,477 ($2,401,429) $6,797,049 $2.248 $152,798 $0 $0 $0 $152,798
1-Jul-39 1-Sep-40 $9,382,447 ($2,401,429) $6,981,018 $2.248 $156,933 $0 $0 $0 $156,933
1-Jul-40 1-Sep-41 $9,570,096 ($2,401,429) $7,168,667 $2.248 $161,152 $0 $0 $0 $161,152
1-Jul-41 1-Sep-42 $9,761,498 ($2,401,429) $7,360,069 $2.248 $165,454 $0 $0 $0 $165,454
1-Jul-42 1-Sep-43 $9,956,727 ($2,401,429) $7,555,299 $2.248 $169,843 $0 $0 $0 $169,843
1-Jul-43 1-Sep-44 $10,155,862 ($2,401,429) $7,754,433 $2.248 $174,320 $0 $0 $0 $174,320
1-Jul-44 1-Sep-45 $10,358,979 ($2,401,429) $7,957,551 $2.248 $178,886 $0 $0 $0 $178,886
1-Jul-45 1-Sep-46 $10,566,159 ($2,401,429) $8,164,730 $2.248 $183,543 $0 $0 $0 $183,543
1-Jul-46 1-Sep-47 $10,777,482 ($2,401,429) $8,376,053 $2.248 $188,294 $0 $0 $0 $188,294
1-Jul-47 1-Sep-48 $10,993,032 ($2,401,429) $8,591,603 $2.248 $193,139 $0 $0 $0 $193,139
1-Jul-48 1-Sep-49 $11,212,892 ($2,401,429) $8,811,464 $2.248 $198,082 $0 $0 $0 $198,082
1-Jul-49 1-Sep-50 $11,437,150 ($2,401,429) $9,035,722 $2.248 $203,123 $0 $0 $0 $203,123
Total $4,253,931 $0 $0 $0 $4,253,931

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
G-19
C-280
APPENDIX G
Port Covington
Appendix G-3.k: Developed Property - Projected Special Tax Credit - Dog Resort

Year Year Dog Resort Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 $5,042,800 ($554,176) $4,488,624 $2.248 $100,904 $0 $0 $0 $100,904
1-Jul-21 1-Sep-22 $5,143,656 ($554,176) $4,589,480 $2.248 $103,172 $0 $0 $0 $103,172
1-Jul-22 1-Sep-23 $5,246,529 ($554,176) $4,692,353 $2.248 $105,484 $0 $0 $0 $105,484
1-Jul-23 1-Sep-24 $5,351,460 ($554,176) $4,797,284 $2.248 $107,843 $0 $0 $0 $107,843
1-Jul-24 1-Sep-25 $5,458,489 ($554,176) $4,904,313 $2.248 $110,249 $0 $0 $0 $110,249
1-Jul-25 1-Sep-26 $5,567,659 ($554,176) $5,013,483 $2.248 $112,703 $0 $0 $0 $112,703
1-Jul-26 1-Sep-27 $5,679,012 ($554,176) $5,124,836 $2.248 $115,206 $0 $0 $0 $115,206
1-Jul-27 1-Sep-28 $5,792,592 ($554,176) $5,238,416 $2.248 $117,760 $0 $0 $0 $117,760
1-Jul-28 1-Sep-29 $5,908,444 ($554,176) $5,354,268 $2.248 $120,364 $0 $0 $0 $120,364
1-Jul-29 1-Sep-30 $6,026,613 ($554,176) $5,472,437 $2.248 $123,020 $0 $0 $0 $123,020
1-Jul-30 1-Sep-31 $6,147,145 ($554,176) $5,592,969 $2.248 $125,730 $0 $0 $0 $125,730
1-Jul-31 1-Sep-32 $6,270,088 ($554,176) $5,715,912 $2.248 $128,494 $0 $0 $0 $128,494
1-Jul-32 1-Sep-33 $6,395,490 ($554,176) $5,841,314 $2.248 $131,313 $0 $0 $0 $131,313
1-Jul-33 1-Sep-34 $6,523,400 ($554,176) $5,969,224 $2.248 $134,188 $0 $0 $0 $134,188
1-Jul-34 1-Sep-35 $6,653,868 ($554,176) $6,099,692 $2.248 $137,121 $0 $0 $0 $137,121
1-Jul-35 1-Sep-36 $6,786,945 ($554,176) $6,232,769 $2.248 $140,113 $0 $0 $0 $140,113
1-Jul-36 1-Sep-37 $6,922,684 ($554,176) $6,368,508 $2.248 $143,164 $0 $0 $0 $143,164
1-Jul-37 1-Sep-38 $7,061,137 ($554,176) $6,506,962 $2.248 $146,276 $0 $0 $0 $146,276
1-Jul-38 1-Sep-39 $7,202,360 ($554,176) $6,648,184 $2.248 $149,451 $0 $0 $0 $149,451
1-Jul-39 1-Sep-40 $7,346,407 ($554,176) $6,792,232 $2.248 $152,689 $0 $0 $0 $152,689
1-Jul-40 1-Sep-41 $7,493,336 ($554,176) $6,939,160 $2.248 $155,992 $0 $0 $0 $155,992
1-Jul-41 1-Sep-42 $7,643,202 ($554,176) $7,089,026 $2.248 $159,361 $0 $0 $0 $159,361
1-Jul-42 1-Sep-43 $7,796,066 ($554,176) $7,241,890 $2.248 $162,798 $0 $0 $0 $162,798
1-Jul-43 1-Sep-44 $7,951,988 ($554,176) $7,397,812 $2.248 $166,303 $0 $0 $0 $166,303
1-Jul-44 1-Sep-45 $8,111,027 ($554,176) $7,556,852 $2.248 $169,878 $0 $0 $0 $169,878
1-Jul-45 1-Sep-46 $8,273,248 ($554,176) $7,719,072 $2.248 $173,525 $0 $0 $0 $173,525
1-Jul-46 1-Sep-47 $8,438,713 ($554,176) $7,884,537 $2.248 $177,244 $0 $0 $0 $177,244
1-Jul-47 1-Sep-48 $8,607,487 ($554,176) $8,053,311 $2.248 $181,038 $0 $0 $0 $181,038
1-Jul-48 1-Sep-49 $8,779,637 ($554,176) $8,225,461 $2.248 $184,908 $0 $0 $0 $184,908
1-Jul-49 1-Sep-50 $8,955,230 ($554,176) $8,401,054 $2.248 $188,856 $0 $0 $0 $188,856
Total $4,225,148 $0 $0 $0 $4,225,148

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
G-20
C-281
APPENDIX G
Port Covington
Appendix G-3.l: Developed Property - Projected Special Tax Credit - McComas Street Rowhomes
Tax Bond McComas Estimated City Tax Property Tax Credits Total
Year Year Street Rowhomes Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 $923,600 ($154,931) $768,669 $2.248 $17,280 $0 $0 $0 $17,280
1-Jul-21 1-Sep-22 $942,072 ($154,931) $787,141 $2.248 $17,695 $0 $0 $0 $17,695
1-Jul-22 1-Sep-23 $960,913 ($154,931) $805,983 $2.248 $18,118 $0 $0 $0 $18,118
1-Jul-23 1-Sep-24 $980,132 ($154,931) $825,201 $2.248 $18,551 $0 $0 $0 $18,551
1-Jul-24 1-Sep-25 $999,734 ($154,931) $844,803 $2.248 $18,991 $0 $0 $0 $18,991
1-Jul-25 1-Sep-26 $1,019,729 ($154,931) $864,798 $2.248 $19,441 $0 $0 $0 $19,441
1-Jul-26 1-Sep-27 $1,040,124 ($154,931) $885,193 $2.248 $19,899 $0 $0 $0 $19,899
1-Jul-27 1-Sep-28 $1,060,926 ($154,931) $905,995 $2.248 $20,367 $0 $0 $0 $20,367
1-Jul-28 1-Sep-29 $1,082,145 ($154,931) $927,214 $2.248 $20,844 $0 $0 $0 $20,844
1-Jul-29 1-Sep-30 $1,103,787 ($154,931) $948,857 $2.248 $21,330 $0 $0 $0 $21,330
1-Jul-30 1-Sep-31 $1,125,863 ($154,931) $970,932 $2.248 $21,827 $0 $0 $0 $21,827
1-Jul-31 1-Sep-32 $1,148,381 ($154,931) $993,450 $2.248 $22,333 $0 $0 $0 $22,333
1-Jul-32 1-Sep-33 $1,171,348 ($154,931) $1,016,417 $2.248 $22,849 $0 $0 $0 $22,849
1-Jul-33 1-Sep-34 $1,194,775 ($154,931) $1,039,844 $2.248 $23,376 $0 $0 $0 $23,376
1-Jul-34 1-Sep-35 $1,218,671 ($154,931) $1,063,740 $2.248 $23,913 $0 $0 $0 $23,913
1-Jul-35 1-Sep-36 $1,243,044 ($154,931) $1,088,113 $2.248 $24,461 $0 $0 $0 $24,461
1-Jul-36 1-Sep-37 $1,267,905 ($154,931) $1,112,974 $2.248 $25,020 $0 $0 $0 $25,020
1-Jul-37 1-Sep-38 $1,293,263 ($154,931) $1,138,332 $2.248 $25,590 $0 $0 $0 $25,590
1-Jul-38 1-Sep-39 $1,319,128 ($154,931) $1,164,197 $2.248 $26,171 $0 $0 $0 $26,171
1-Jul-39 1-Sep-40 $1,345,511 ($154,931) $1,190,580 $2.248 $26,764 $0 $0 $0 $26,764
1-Jul-40 1-Sep-41 $1,372,421 ($154,931) $1,217,490 $2.248 $27,369 $0 $0 $0 $27,369
1-Jul-41 1-Sep-42 $1,399,869 ($154,931) $1,244,939 $2.248 $27,986 $0 $0 $0 $27,986
1-Jul-42 1-Sep-43 $1,427,867 ($154,931) $1,272,936 $2.248 $28,616 $0 $0 $0 $28,616
1-Jul-43 1-Sep-44 $1,456,424 ($154,931) $1,301,493 $2.248 $29,258 $0 $0 $0 $29,258
1-Jul-44 1-Sep-45 $1,485,553 ($154,931) $1,330,622 $2.248 $29,912 $0 $0 $0 $29,912
1-Jul-45 1-Sep-46 $1,515,264 ($154,931) $1,360,333 $2.248 $30,580 $0 $0 $0 $30,580
1-Jul-46 1-Sep-47 $1,545,569 ($154,931) $1,390,638 $2.248 $31,262 $0 $0 $0 $31,262
1-Jul-47 1-Sep-48 $1,576,480 ($154,931) $1,421,549 $2.248 $31,956 $0 $0 $0 $31,956
1-Jul-48 1-Sep-49 $1,608,010 ($154,931) $1,453,079 $2.248 $32,665 $0 $0 $0 $32,665
1-Jul-49 1-Sep-50 $1,640,170 ($154,931) $1,485,239 $2.248 $33,388 $0 $0 $0 $33,388
Total $737,810 $0 $0 $0 $737,810

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
G-21
C-282
APPENDIX G
Port Covington
Appendix G-3.m: Developed Property - Projected Special Tax Credit - Building E12 (Rye Street Tavern and Sagamore Spirit Distillery)

Year Year Building E12 Original Assessable Incremental Tax Rate Increment Enterprise Special
Beginning Ending Assessed Value(a) Base Value(b) Assessed Value (Per $100 A.V.) Revenues Zone(c) Brownfield(d) Total Tax Credit
1-Jul-20 1-Sep-21 $10,929,900 ($3,685,993) $7,243,907 $2.248 $162,843 ($190,738) ($33,379) ($224,118) $0
1-Jul-21 1-Sep-22 $11,148,498 ($3,685,993) $7,462,505 $2.248 $167,757 ($194,670) ($34,067) ($228,737) $0
1-Jul-22 1-Sep-23 $11,371,468 ($3,685,993) $7,685,475 $2.248 $172,769 ($198,679) ($34,769) ($233,448) $0
1-Jul-23 1-Sep-24 $11,598,897 ($3,685,993) $7,912,904 $2.248 $177,882 ($177,423) ($53,227) ($230,650) $0
1-Jul-24 1-Sep-25 $11,830,875 ($3,685,993) $8,144,882 $2.248 $183,097 ($155,206) ($72,430) ($227,636) $0
1-Jul-25 1-Sep-26 $12,067,493 ($3,685,993) $8,381,500 $2.248 $188,416 ($131,998) ($92,399) ($224,397) $0
1-Jul-26 1-Sep-27 $12,308,843 ($3,685,993) $8,622,850 $2.248 $193,842 ($107,769) ($113,157) ($220,926) $0
1-Jul-27 1-Sep-28 $12,555,019 ($3,685,993) $8,869,027 $2.248 $199,376 ($82,487) ($134,728) ($217,215) $0
1-Jul-28 1-Sep-29 $12,806,120 ($3,685,993) $9,120,127 $2.248 $205,020 $0 $0 $0 $205,020
1-Jul-29 1-Sep-30 $13,062,242 ($3,685,993) $9,376,249 $2.248 $210,778 $0 $0 $0 $210,778
1-Jul-30 1-Sep-31 $13,323,487 ($3,685,993) $9,637,494 $2.248 $216,651 $0 $0 $0 $216,651
1-Jul-31 1-Sep-32 $13,589,957 ($3,685,993) $9,903,964 $2.248 $222,641 $0 $0 $0 $222,641
1-Jul-32 1-Sep-33 $13,861,756 ($3,685,993) $10,175,763 $2.248 $228,751 $0 $0 $0 $228,751
1-Jul-33 1-Sep-34 $14,138,991 ($3,685,993) $10,452,998 $2.248 $234,983 $0 $0 $0 $234,983
1-Jul-34 1-Sep-35 $14,421,771 ($3,685,993) $10,735,778 $2.248 $241,340 $0 $0 $0 $241,340
1-Jul-35 1-Sep-36 $14,710,206 ($3,685,993) $11,024,213 $2.248 $247,824 $0 $0 $0 $247,824
1-Jul-36 1-Sep-37 $15,004,410 ($3,685,993) $11,318,418 $2.248 $254,438 $0 $0 $0 $254,438
1-Jul-37 1-Sep-38 $15,304,499 ($3,685,993) $11,618,506 $2.248 $261,184 $0 $0 $0 $261,184
1-Jul-38 1-Sep-39 $15,610,589 ($3,685,993) $11,924,596 $2.248 $268,065 $0 $0 $0 $268,065
1-Jul-39 1-Sep-40 $15,922,800 ($3,685,993) $12,236,808 $2.248 $275,083 $0 $0 $0 $275,083
1-Jul-40 1-Sep-41 $16,241,256 ($3,685,993) $12,555,264 $2.248 $282,242 $0 $0 $0 $282,242
1-Jul-41 1-Sep-42 $16,566,082 ($3,685,993) $12,880,089 $2.248 $289,544 $0 $0 $0 $289,544
1-Jul-42 1-Sep-43 $16,897,403 ($3,685,993) $13,211,410 $2.248 $296,993 $0 $0 $0 $296,993
1-Jul-43 1-Sep-44 $17,235,351 ($3,685,993) $13,549,358 $2.248 $304,590 $0 $0 $0 $304,590
1-Jul-44 1-Sep-45 $17,580,058 ($3,685,993) $13,894,065 $2.248 $312,339 $0 $0 $0 $312,339
1-Jul-45 1-Sep-46 $17,931,659 ($3,685,993) $14,245,667 $2.248 $320,243 $0 $0 $0 $320,243
1-Jul-46 1-Sep-47 $18,290,293 ($3,685,993) $14,604,300 $2.248 $328,305 $0 $0 $0 $328,305
1-Jul-47 1-Sep-48 $18,656,099 ($3,685,993) $14,970,106 $2.248 $336,528 $0 $0 $0 $336,528
1-Jul-48 1-Sep-49 $19,029,220 ($3,685,993) $15,343,228 $2.248 $344,916 $0 $0 $0 $344,916
1-Jul-49 1-Sep-50 $19,409,805 ($3,685,993) $15,723,812 $2.248 $353,471 $0 $0 $0 $353,471
Total $7,481,912 ($1,238,970) ($568,156) ($1,807,126) $6,035,930

MuniCap, Inc.
(a)
See Appendix A-3.b.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-22
C-283
APPENDIX G
Port Covington
Appendix G-3.n: Developed Property - Projected Special Tax Credit - City Garage

Year Year City Garage Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 $11,000,000 ($5,766,493) $5,233,507 $2.248 $117,649 ($180,546) ($31,596) ($212,141) $0
1-Jul-21 1-Sep-22 $11,220,000 ($5,766,493) $5,453,507 $2.248 $122,595 ($184,502) ($32,288) ($216,790) $0
1-Jul-22 1-Sep-23 $11,444,400 ($5,766,493) $5,677,907 $2.248 $127,639 ($164,971) ($49,491) ($214,462) $0
1-Jul-23 1-Sep-24 $11,673,288 ($5,766,493) $5,906,795 $2.248 $132,785 ($144,491) ($67,429) ($211,920) $0
1-Jul-24 1-Sep-25 $11,906,754 ($5,766,493) $6,140,261 $2.248 $138,033 ($123,033) ($86,123) ($209,156) $0
1-Jul-25 1-Sep-26 $12,144,889 ($5,766,493) $6,378,396 $2.248 $143,386 ($100,568) ($105,596) ($206,164) $0
1-Jul-26 1-Sep-27 $12,387,787 ($5,766,493) $6,621,293 $2.248 $148,847 ($77,064) ($125,871) ($202,935) $0
1-Jul-27 1-Sep-28 $12,635,542 ($5,766,493) $6,869,049 $2.248 $154,416 $0 $0 $0 $154,416
1-Jul-28 1-Sep-29 $12,888,253 ($5,766,493) $7,121,760 $2.248 $160,097 $0 $0 $0 $160,097
1-Jul-29 1-Sep-30 $13,146,018 ($5,766,493) $7,379,525 $2.248 $165,892 $0 $0 $0 $165,892
1-Jul-30 1-Sep-31 $13,408,939 ($5,766,493) $7,642,445 $2.248 $171,802 $0 $0 $0 $171,802
1-Jul-31 1-Sep-32 $13,677,117 ($5,766,493) $7,910,624 $2.248 $177,831 $0 $0 $0 $177,831
1-Jul-32 1-Sep-33 $13,950,660 ($5,766,493) $8,184,167 $2.248 $183,980 $0 $0 $0 $183,980
1-Jul-33 1-Sep-34 $14,229,673 ($5,766,493) $8,463,180 $2.248 $190,252 $0 $0 $0 $190,252
1-Jul-34 1-Sep-35 $14,514,266 ($5,766,493) $8,747,773 $2.248 $196,650 $0 $0 $0 $196,650
1-Jul-35 1-Sep-36 $14,804,552 ($5,766,493) $9,038,058 $2.248 $203,176 $0 $0 $0 $203,176
1-Jul-36 1-Sep-37 $15,100,643 ($5,766,493) $9,334,150 $2.248 $209,832 $0 $0 $0 $209,832
1-Jul-37 1-Sep-38 $15,402,656 ($5,766,493) $9,636,162 $2.248 $216,621 $0 $0 $0 $216,621
1-Jul-38 1-Sep-39 $15,710,709 ($5,766,493) $9,944,215 $2.248 $223,546 $0 $0 $0 $223,546
1-Jul-39 1-Sep-40 $16,024,923 ($5,766,493) $10,258,430 $2.248 $230,609 $0 $0 $0 $230,609
1-Jul-40 1-Sep-41 $16,345,421 ($5,766,493) $10,578,928 $2.248 $237,814 $0 $0 $0 $237,814
1-Jul-41 1-Sep-42 $16,672,330 ($5,766,493) $10,905,837 $2.248 $245,163 $0 $0 $0 $245,163
1-Jul-42 1-Sep-43 $17,005,776 ($5,766,493) $11,239,283 $2.248 $252,659 $0 $0 $0 $252,659
1-Jul-43 1-Sep-44 $17,345,892 ($5,766,493) $11,579,399 $2.248 $260,305 $0 $0 $0 $260,305
1-Jul-44 1-Sep-45 $17,692,810 ($5,766,493) $11,926,317 $2.248 $268,104 $0 $0 $0 $268,104
1-Jul-45 1-Sep-46 $18,046,666 ($5,766,493) $12,280,173 $2.248 $276,058 $0 $0 $0 $276,058
1-Jul-46 1-Sep-47 $18,407,599 ($5,766,493) $12,641,106 $2.248 $284,172 $0 $0 $0 $284,172
1-Jul-47 1-Sep-48 $18,775,751 ($5,766,493) $13,009,258 $2.248 $292,448 $0 $0 $0 $292,448
1-Jul-48 1-Sep-49 $19,151,266 ($5,766,493) $13,384,773 $2.248 $300,890 $0 $0 $0 $300,890
1-Jul-49 1-Sep-50 $19,534,292 ($5,766,493) $13,767,798 $2.248 $309,500 $0 $0 $0 $309,500
Total $6,142,752 ($975,174) ($498,394) ($1,473,569) $5,211,817

MuniCap, Inc.
(a)
See Appendix A-3.b.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-23
C-284
APPENDIX G
Port Covington
Appendix G-3.o: Developed Property - Projected Special Tax Credit - Under Armour (Building 37)
Tax Bond UnderArmour Estimated City Tax Property Tax Credits Total
Year Year Building 37 Original Assessable Incremental Tax Rate Increment Enterprise Special
1-Jul-20 1-Sep-21 $41,640,800 ($6,818,661) $34,822,139 $2.248 $782,802 ($572,685) ($100,220) ($672,905) $109,897
1-Jul-21 1-Sep-22 $42,473,616 ($6,818,661) $35,654,955 $2.248 $801,523 ($587,663) ($102,841) ($690,504) $111,020
1-Jul-22 1-Sep-23 $43,323,088 ($6,818,661) $36,504,427 $2.248 $820,620 ($527,572) ($158,272) ($685,844) $134,776
1-Jul-23 1-Sep-24 $44,189,550 ($6,818,661) $37,370,889 $2.248 $840,098 ($463,891) ($216,483) ($680,374) $159,723
1-Jul-24 1-Sep-25 $45,073,341 ($6,818,661) $38,254,680 $2.248 $859,965 ($396,510) ($277,557) ($674,067) $185,898
1-Jul-25 1-Sep-26 $45,974,808 ($6,818,661) $39,156,147 $2.248 $880,230 ($325,314) ($341,580) ($666,894) $213,336
1-Jul-26 1-Sep-27 $46,894,304 ($6,818,661) $40,075,643 $2.248 $900,900 ($250,187) ($408,638) ($658,825) $242,076
1-Jul-27 1-Sep-28 $47,832,190 ($6,818,661) $41,013,529 $2.248 $921,984 $0 $0 $0 $921,984
1-Jul-28 1-Sep-29 $48,788,834 ($6,818,661) $41,970,173 $2.248 $943,489 $0 $0 $0 $943,489
1-Jul-29 1-Sep-30 $49,764,611 ($6,818,661) $42,945,949 $2.248 $965,425 $0 $0 $0 $965,425
1-Jul-30 1-Sep-31 $50,759,903 ($6,818,661) $43,941,242 $2.248 $987,799 $0 $0 $0 $987,799
1-Jul-31 1-Sep-32 $51,775,101 ($6,818,661) $44,956,440 $2.248 $1,010,621 $0 $0 $0 $1,010,621
1-Jul-32 1-Sep-33 $52,810,603 ($6,818,661) $45,991,942 $2.248 $1,033,899 $0 $0 $0 $1,033,899
1-Jul-33 1-Sep-34 $53,866,815 ($6,818,661) $47,048,154 $2.248 $1,057,642 $0 $0 $0 $1,057,642
1-Jul-34 1-Sep-35 $54,944,151 ($6,818,661) $48,125,490 $2.248 $1,081,861 $0 $0 $0 $1,081,861
1-Jul-35 1-Sep-36 $56,043,034 ($6,818,661) $49,224,373 $2.248 $1,106,564 $0 $0 $0 $1,106,564
1-Jul-36 1-Sep-37 $57,163,895 ($6,818,661) $50,345,234 $2.248 $1,131,761 $0 $0 $0 $1,131,761
1-Jul-37 1-Sep-38 $58,307,173 ($6,818,661) $51,488,512 $2.248 $1,157,462 $0 $0 $0 $1,157,462
1-Jul-38 1-Sep-39 $59,473,316 ($6,818,661) $52,654,655 $2.248 $1,183,677 $0 $0 $0 $1,183,677
1-Jul-39 1-Sep-40 $60,662,783 ($6,818,661) $53,844,122 $2.248 $1,210,416 $0 $0 $0 $1,210,416
1-Jul-40 1-Sep-41 $61,876,038 ($6,818,661) $55,057,377 $2.248 $1,237,690 $0 $0 $0 $1,237,690
1-Jul-41 1-Sep-42 $63,113,559 ($6,818,661) $56,294,898 $2.248 $1,265,509 $0 $0 $0 $1,265,509
1-Jul-42 1-Sep-43 $64,375,830 ($6,818,661) $57,557,169 $2.248 $1,293,885 $0 $0 $0 $1,293,885
1-Jul-43 1-Sep-44 $65,663,347 ($6,818,661) $58,844,686 $2.248 $1,322,829 $0 $0 $0 $1,322,829
1-Jul-44 1-Sep-45 $66,976,614 ($6,818,661) $60,157,953 $2.248 $1,352,351 $0 $0 $0 $1,352,351
1-Jul-45 1-Sep-46 $68,316,146 ($6,818,661) $61,497,485 $2.248 $1,382,463 $0 $0 $0 $1,382,463
1-Jul-46 1-Sep-47 $69,682,469 ($6,818,661) $62,863,808 $2.248 $1,413,178 $0 $0 $0 $1,413,178
1-Jul-47 1-Sep-48 $71,076,118 ($6,818,661) $64,257,457 $2.248 $1,444,508 $0 $0 $0 $1,444,508
1-Jul-48 1-Sep-49 $72,497,641 ($6,818,661) $65,678,980 $2.248 $1,476,463 $0 $0 $0 $1,476,463
1-Jul-49 1-Sep-50 $73,947,594 ($6,818,661) $67,128,932 $2.248 $1,509,058 $0 $0 $0 $1,509,058
Total $33,376,673 ($3,123,822) ($1,605,590) ($4,729,412) $28,647,261

MuniCap, Inc.
(a)
See Appendix A-3.a.
(b)
(c)
See Appendix A-4.b.
(d)
See Appendix A-4.c.
G-24
C-285
APPENDIX G
Port Covington
Appendix G-4: Developed Property - Projected Adjusted Maximum Special Tax
Tax Bond Building E6 Building E5B Building E5A Building E7

Year Year Maximum Special Adjusted Max. Maximum Special Adjusted Max. Maximum Special Adjusted Max. Maximum Special Adjusted Max.
(a) (b) (c) (a) (b) (c) (a) (b) (c) (a)
Beginning Ending Special Tax Tax Credit Special Tax Special Tax Tax Credit Special Tax Special Tax Tax Credit Special Tax Special Tax Tax Credit(b) Special Tax(c)
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $920,992 $0 $920,992 $432,010 $0 $432,010 $910,332 $0 $910,332 $1,110,837 $0 $1,110,837
1-Jul-22 1-Sep-23 $939,412 $0 $939,412 $440,650 $0 $440,650 $928,538 $0 $928,538 $1,133,054 $0 $1,133,054
1-Jul-23 1-Sep-24 $958,200 ($336,076) $622,124 $449,463 ($183,715) $265,748 $947,109 ($51,911) $895,199 $1,155,715 ($56,405) $1,099,310
1-Jul-24 1-Sep-25 $977,364 ($389,164) $588,200 $458,452 ($212,651) $245,801 $966,051 ($62,413) $903,639 $1,178,829 ($68,926) $1,109,903
1-Jul-25 1-Sep-26 $996,911 ($444,231) $552,680 $467,621 ($242,667) $224,954 $985,372 ($73,306) $912,066 $1,202,406 ($81,914) $1,120,492
1-Jul-26 1-Sep-27 $1,016,850 ($453,593) $563,257 $476,974 ($247,769) $229,204 $1,005,080 ($75,158) $929,922 $1,226,454 ($84,122) $1,142,332
1-Jul-27 1-Sep-28 $1,037,187 ($463,141) $574,045 $486,513 ($252,974) $233,539 $1,025,181 ($77,047) $948,134 $1,250,983 ($86,374) $1,164,609
1-Jul-28 1-Sep-29 $1,057,930 ($472,881) $585,049 $496,243 ($258,283) $237,961 $1,045,685 ($127,920) $917,765 $1,276,002 ($147,060) $1,128,942
1-Jul-29 1-Sep-30 $1,079,089 ($482,815) $596,273 $506,168 ($263,698) $242,470 $1,066,599 ($180,798) $885,801 $1,301,523 ($210,135) $1,091,387
1-Jul-30 1-Sep-31 $1,100,671 ($492,949) $607,722 $516,292 ($269,221) $247,071 $1,087,931 ($235,738) $852,192 $1,327,553 ($275,671) $1,051,882
1-Jul-31 1-Sep-32 $1,122,684 ($503,284) $619,400 $526,618 ($274,855) $251,763 $1,109,689 ($292,804) $816,885 $1,354,104 ($343,739) $1,010,365
1-Jul-32 1-Sep-33 $1,145,138 ($513,827) $631,311 $537,150 ($280,601) $256,549 $1,131,883 ($352,057) $779,826 $1,381,186 ($414,417) $966,770
1-Jul-33 1-Sep-34 $1,168,040 ($1,895,953) $0 $547,893 ($1,016,722) $0 $1,154,521 ($1,783,092) $0 $1,408,810 ($2,121,418) $0
1-Jul-34 1-Sep-35 $1,191,401 ($1,934,449) $0 $558,851 ($1,037,356) $0 $1,177,611 ($1,819,255) $0 $1,436,986 ($2,164,533) $0
1-Jul-35 1-Sep-36 $1,215,229 ($1,973,715) $0 $570,028 ($1,058,404) $0 $1,201,164 ($1,856,142) $0 $1,465,726 ($2,208,511) $0
1-Jul-36 1-Sep-37 $1,239,534 ($2,013,767) $0 $581,428 ($1,079,872) $0 $1,225,187 ($1,893,766) $0 $1,495,040 ($2,253,369) $0
1-Jul-37 1-Sep-38 $1,264,325 ($2,054,619) $0 $593,057 ($1,101,770) $0 $1,249,691 ($1,932,143) $0 $1,524,941 ($2,299,124) $0
1-Jul-38 1-Sep-39 $1,289,611 ($2,096,289) $0 $604,918 ($1,124,105) $0 $1,274,684 ($1,971,287) $0 $1,555,440 ($2,345,794) $0
1-Jul-39 1-Sep-40 $1,315,403 ($2,138,792) $0 $617,016 ($1,146,888) $0 $1,300,178 ($2,011,215) $0 $1,586,549 ($2,393,397) $0
1-Jul-40 1-Sep-41 $1,341,711 ($2,182,145) $0 $629,357 ($1,170,126) $0 $1,326,182 ($2,051,941) $0 $1,618,280 ($2,441,952) $0
1-Jul-41 1-Sep-42 $1,368,546 ($2,226,365) $0 $641,944 ($1,193,828) $0 $1,352,705 ($2,093,481) $0 $1,650,645 ($2,491,479) $0
1-Jul-42 1-Sep-43 $1,395,917 ($2,271,469) $0 $654,783 ($1,218,005) $0 $1,379,759 ($2,135,852) $0 $1,683,658 ($2,541,996) $0
1-Jul-43 1-Sep-44 $1,423,835 ($2,317,476) $0 $667,878 ($1,242,666) $0 $1,407,355 ($2,179,071) $0 $1,717,331 ($2,593,523) $0
1-Jul-44 1-Sep-45 $1,452,312 ($2,364,402) $0 $681,236 ($1,267,819) $0 $1,435,502 ($2,223,154) $0 $1,751,678 ($2,646,081) $0
1-Jul-45 1-Sep-46 $1,481,358 ($2,412,268) $0 $694,861 ($1,293,476) $0 $1,464,212 ($2,268,118) $0 $1,786,712 ($2,699,690) $0
1-Jul-46 1-Sep-47 $1,510,985 ($2,461,090) $0 $708,758 ($1,319,645) $0 $1,493,496 ($2,313,982) $0 $1,822,446 ($2,754,371) $0
1-Jul-47 1-Sep-48 $1,541,205 ($2,510,889) $0 $722,933 ($1,346,339) $0 $1,523,366 ($2,360,764) $0 $1,858,895 ($2,810,146) $0
1-Jul-48 1-Sep-49 $1,572,029 ($2,561,684) $0 $737,392 ($1,373,566) $0 $1,553,833 ($2,408,481) $0 $1,896,073 ($2,867,036) $0
1-Jul-49 1-Sep-50 $1,603,469 ($2,613,495) $0 $752,140 ($1,401,337) $0 $1,584,910 ($2,457,152) $0 $1,933,994 ($2,925,064) $0
Total $35,727,336 ($42,580,827) $7,800,464 $16,758,626 ($22,878,357) $3,307,719 $35,313,806 ($37,288,046) $10,680,300 $43,091,848 ($44,326,247) $13,129,881
MuniCap, Inc.
(a)
See Appendix G-2. Property is considered developed when building permit is issued. Building permit is assumed to be issued two years prior to building completion.
(b)
See Appendix G-3.a though G-3.o.
(c)
The Adjusted Maximum Special Tax for each Parcel shall be equal to the lesser of (but not less than zero) (i) the Maximum Special Tax for the Parcel and (ii) the amount calculated by the maximum special tax less the special tax credit.
G-25
C-286
APPENDIX G
Port Covington
Appendix G-4: Developed Property - Projected Adjusted Maximum Special Tax, continued
Tax Bond Building E1

Year Year Maximum Special Adjusted Max.
Beginning Ending Special Tax(a) Tax Credit(b) Special Tax(c)
1-Jul-20 1-Sep-21 $0 $0 $0
1-Jul-21 1-Sep-22 $1,022,148 $0 $1,022,148
1-Jul-22 1-Sep-23 $1,042,591 $0 $1,042,591
1-Jul-23 1-Sep-24 $1,063,443 ($195,328) $868,115
1-Jul-24 1-Sep-25 $1,084,712 ($231,231) $853,480
1-Jul-25 1-Sep-26 $1,106,406 ($268,474) $837,932
1-Jul-26 1-Sep-27 $1,128,534 ($274,805) $853,729
1-Jul-27 1-Sep-28 $1,151,105 ($281,263) $869,842
1-Jul-28 1-Sep-29 $1,174,127 ($287,850) $886,277
1-Jul-29 1-Sep-30 $1,197,610 ($294,568) $903,041
1-Jul-30 1-Sep-31 $1,221,562 ($301,421) $920,140
1-Jul-31 1-Sep-32 $1,245,993 ($308,412) $937,581
1-Jul-32 1-Sep-33 $1,270,913 ($315,542) $955,371
1-Jul-33 1-Sep-34 $1,296,331 ($2,122,352) $0
1-Jul-34 1-Sep-35 $1,322,258 ($2,166,034) $0
1-Jul-35 1-Sep-36 $1,348,703 ($2,210,589) $0
1-Jul-36 1-Sep-37 $1,375,677 ($2,256,035) $0
1-Jul-37 1-Sep-38 $1,403,190 ($2,302,390) $0
1-Jul-38 1-Sep-39 $1,431,254 ($2,349,672) $0
1-Jul-39 1-Sep-40 $1,459,879 ($2,397,900) $0
1-Jul-40 1-Sep-41 $1,489,077 ($2,447,092) $0
1-Jul-41 1-Sep-42 $1,518,859 ($2,497,268) $0
1-Jul-42 1-Sep-43 $1,549,236 ($2,548,448) $0
1-Jul-43 1-Sep-44 $1,580,220 ($2,600,651) $0
1-Jul-44 1-Sep-45 $1,611,825 ($2,653,898) $0
1-Jul-45 1-Sep-46 $1,644,061 ($2,708,211) $0
1-Jul-46 1-Sep-47 $1,676,943 ($2,763,609) $0
1-Jul-47 1-Sep-48 $1,710,481 ($2,820,116) $0
1-Jul-48 1-Sep-49 $1,744,691 ($2,877,752) $0
1-Jul-49 1-Sep-50 $1,779,585 ($2,936,542) $0
Total $39,651,414 ($45,417,452) $10,950,250

MuniCap, Inc.
(a)
(b)
(c)
The Adjusted Maximum Special Tax for each Parcel shall be equal to the lesser of (but not less than zero) (i) the Maximum Special Tax for the Parcel and (ii) the amount
calculated by the maximum special tax less the special tax credit.
G-26
C-287
APPENDIX G
Port Covington
Tax Bond Nick's Seafood Baltimore Sun Building

Year Year Maximum Special Adjusted Max. Maximum Special Adjusted Max.
Beginning Ending Special Tax(a) Tax Credit(b) Special Tax(c) Special Tax(a) Tax Credit(b) Special Tax(c)
1-Jul-20 1-Sep-21 $17,298 ($71,219) $0 $1,036,008 ($154,601) $881,408
1-Jul-21 1-Sep-22 $17,644 ($73,377) $0 $1,056,729 ($164,948) $891,781
1-Jul-22 1-Sep-23 $17,997 ($75,579) $0 $1,077,863 ($175,502) $902,361
1-Jul-23 1-Sep-24 $18,357 ($77,824) $0 $1,099,420 ($186,267) $913,154
1-Jul-24 1-Sep-25 $18,724 ($80,114) $0 $1,121,409 ($197,247) $924,162
1-Jul-25 1-Sep-26 $19,099 ($82,450) $0 $1,143,837 ($208,447) $935,390
1-Jul-26 1-Sep-27 $19,481 ($84,833) $0 $1,166,714 ($219,871) $946,843
1-Jul-27 1-Sep-28 $19,870 ($87,263) $0 $1,190,048 ($231,524) $958,524
1-Jul-28 1-Sep-29 $20,268 ($89,742) $0 $1,213,849 ($243,409) $970,440
1-Jul-29 1-Sep-30 $20,673 ($92,271) $0 $1,238,126 ($255,532) $982,594
1-Jul-30 1-Sep-31 $21,087 ($94,850) $0 $1,262,888 ($267,898) $994,990
1-Jul-31 1-Sep-32 $21,508 ($97,480) $0 $1,288,146 ($280,511) $1,007,635
1-Jul-32 1-Sep-33 $21,939 ($100,164) $0 $1,313,909 ($293,376) $1,020,533
1-Jul-33 1-Sep-34 $22,377 ($102,901) $0 $1,340,187 ($306,499) $1,033,689
1-Jul-34 1-Sep-35 $22,825 ($105,692) $0 $1,366,991 ($319,884) $1,047,107
1-Jul-35 1-Sep-36 $23,281 ($108,540) $0 $1,394,331 ($333,536) $1,060,794
1-Jul-36 1-Sep-37 $23,747 ($111,444) $0 $1,422,217 ($347,462) $1,074,755
1-Jul-37 1-Sep-38 $24,222 ($114,407) $0 $1,450,662 ($361,667) $1,088,995
1-Jul-38 1-Sep-39 $24,706 ($117,429) $0 $1,479,675 ($376,155) $1,103,520
1-Jul-39 1-Sep-40 $25,201 ($120,511) $0 $1,509,269 ($390,933) $1,118,336
1-Jul-40 1-Sep-41 $25,705 ($123,655) $0 $1,539,454 ($406,007) $1,133,447
1-Jul-41 1-Sep-42 $26,219 ($126,862) $0 $1,570,243 ($421,382) $1,148,861
1-Jul-42 1-Sep-43 $26,743 ($130,133) $0 $1,601,648 ($437,065) $1,164,583
1-Jul-43 1-Sep-44 $27,278 ($133,469) $0 $1,633,681 ($453,061) $1,180,620
1-Jul-44 1-Sep-45 $27,823 ($136,872) $0 $1,666,354 ($469,377) $1,196,977
1-Jul-45 1-Sep-46 $28,380 ($140,343) $0 $1,699,682 ($486,020) $1,213,662
1-Jul-46 1-Sep-47 $28,948 ($143,884) $0 $1,733,675 ($502,995) $1,230,680
1-Jul-47 1-Sep-48 $29,526 ($147,495) $0 $1,768,349 ($520,310) $1,248,039
1-Jul-48 1-Sep-49 $30,117 ($151,179) $0 $1,803,716 ($537,971) $1,265,744
1-Jul-49 1-Sep-50 $30,719 ($154,936) $0 $1,839,790 ($555,986) $1,283,804
Total $701,764 ($3,276,917) $0 $42,028,870 ($10,105,441) $31,923,428

MuniCap, Inc.
(a)
(b)
(c)
G-27
C-288
APPENDIX G
Port Covington
Tax Bond AFP Building Former Walmart Building Schuster Concrete Building
Year Year Maximum Special Adjusted Max. Maximum Special Adjusted Max. Maximum Special Adjusted Max.
Beginning Ending Special Tax(a) Tax Credit(b) Special Tax(c) Special Tax(a) Tax Credit(b) Special Tax(c) Special Tax(a) Tax Credit(b) Special Tax(c)
1-Jul-20 1-Sep-21 $14,874 $0 $14,874 $535,230 $0 $535,230 $33,385 ($90,796) $0
1-Jul-21 1-Sep-22 $15,172 $0 $15,172 $545,934 $0 $545,934 $34,053 ($93,692) $0
1-Jul-22 1-Sep-23 $15,475 $0 $15,475 $556,853 $0 $556,853 $34,734 ($96,645) $0
1-Jul-23 1-Sep-24 $15,785 $0 $15,785 $567,990 ($1,881) $566,109 $35,428 ($99,658) $0
1-Jul-24 1-Sep-25 $16,100 $0 $16,100 $579,350 ($9,038) $570,312 $36,137 ($102,731) $0
1-Jul-25 1-Sep-26 $16,422 $0 $16,422 $590,937 ($16,338) $574,599 $36,860 ($105,865) $0
1-Jul-26 1-Sep-27 $16,751 $0 $16,751 $602,756 ($23,784) $578,972 $37,597 ($109,062) $0
1-Jul-27 1-Sep-28 $17,086 $0 $17,086 $614,811 ($31,378) $583,432 $38,349 ($112,323) $0
1-Jul-28 1-Sep-29 $17,427 $0 $17,427 $627,107 ($39,125) $587,982 $39,116 ($115,649) $0
1-Jul-29 1-Sep-30 $17,776 $0 $17,776 $639,649 ($47,027) $592,622 $39,898 ($119,042) $0
1-Jul-30 1-Sep-31 $18,132 $0 $18,132 $652,442 ($55,087) $597,356 $40,696 ($122,502) $0
1-Jul-31 1-Sep-32 $18,494 $0 $18,494 $665,491 ($63,307) $602,184 $41,510 ($126,032) $0
1-Jul-32 1-Sep-33 $18,864 $0 $18,864 $678,801 ($71,693) $607,108 $42,340 ($129,632) $0
1-Jul-33 1-Sep-34 $19,241 $0 $19,241 $692,377 ($80,246) $612,131 $43,187 ($133,305) $0
1-Jul-34 1-Sep-35 $19,626 $0 $19,626 $706,224 ($88,970) $617,255 $44,051 ($137,050) $0
1-Jul-35 1-Sep-36 $20,019 $0 $20,019 $720,349 ($97,868) $622,480 $44,932 ($140,871) $0
1-Jul-36 1-Sep-37 $20,419 $0 $20,419 $734,756 ($106,945) $627,811 $45,830 ($144,768) $0
1-Jul-37 1-Sep-38 $20,827 $0 $20,827 $749,451 ($116,203) $633,248 $46,747 ($148,743) $0
1-Jul-38 1-Sep-39 $21,244 $0 $21,244 $764,440 ($125,646) $638,794 $47,682 ($152,798) $0
1-Jul-39 1-Sep-40 $21,669 $0 $21,669 $779,729 ($135,278) $644,450 $48,636 ($156,933) $0
1-Jul-40 1-Sep-41 $22,102 ($2,256) $19,846 $795,323 ($145,103) $650,220 $49,608 ($161,152) $0
1-Jul-41 1-Sep-42 $22,544 ($6,320) $16,225 $811,230 ($155,124) $656,106 $50,601 ($165,454) $0
1-Jul-42 1-Sep-43 $22,995 ($10,464) $12,531 $827,454 ($165,346) $662,108 $51,613 ($169,843) $0
1-Jul-43 1-Sep-44 $23,455 ($14,692) $8,763 $844,004 ($175,772) $668,231 $52,645 ($174,320) $0
1-Jul-44 1-Sep-45 $23,924 ($19,004) $4,920 $860,884 ($186,407) $674,477 $53,698 ($178,886) $0
1-Jul-45 1-Sep-46 $24,403 ($23,402) $1,000 $878,101 ($197,254) $680,847 $54,772 ($183,543) $0
1-Jul-46 1-Sep-47 $24,891 ($27,889) $0 $895,663 ($208,318) $687,345 $55,867 ($188,294) $0
1-Jul-47 1-Sep-48 $25,388 ($32,465) $0 $913,577 ($219,604) $693,973 $56,984 ($193,139) $0
1-Jul-48 1-Sep-49 $25,896 ($37,132) $0 $931,848 ($231,115) $700,733 $58,124 ($198,082) $0
1-Jul-49 1-Sep-50 $26,414 ($41,893) $0 $950,485 ($242,856) $707,629 $59,287 ($203,123) $0
Total $603,416 ($215,516) $424,688 $21,713,247 ($3,036,714) $18,676,533 $1,354,365 ($4,253,931) $0

MuniCap, Inc.
(a)
(b)
(c)
G-28
C-289
APPENDIX G
Port Covington
Building E12
Tax Bond Dog Resort McComas Street Rowhomes (Rye Street Tavern and Sagamore Spirit Distillery)
Year Year Maximum Special Adjusted Max. Maximum Special Adjusted Max. Maximum Special Adjusted Max.
Beginning Ending Special Tax(a) Tax Credit(b) Special Tax(c) Special Tax(a) Tax Credit(b) Special Tax(c) Special Tax(a) Tax Credit(b) Special Tax(c)
1-Jul-20 1-Sep-21 $50,028 ($100,904) $0 $26,720 ($17,280) $9,440 $65,669 $0 $65,669
1-Jul-21 1-Sep-22 $51,029 ($103,172) $0 $27,255 ($17,695) $9,560 $66,983 $0 $66,983
1-Jul-22 1-Sep-23 $52,049 ($105,484) $0 $27,800 ($18,118) $9,681 $68,323 $0 $68,323
1-Jul-23 1-Sep-24 $53,090 ($107,843) $0 $28,356 ($18,551) $9,805 $69,689 $0 $69,689
1-Jul-24 1-Sep-25 $54,152 ($110,249) $0 $28,923 ($18,991) $9,932 $71,083 $0 $71,083
1-Jul-25 1-Sep-26 $55,235 ($112,703) $0 $29,501 ($19,441) $10,061 $72,504 $0 $72,504
1-Jul-26 1-Sep-27 $56,340 ($115,206) $0 $30,091 ($19,899) $10,192 $73,955 $0 $73,955
1-Jul-27 1-Sep-28 $57,467 ($117,760) $0 $30,693 ($20,367) $10,326 $75,434 $0 $75,434
1-Jul-28 1-Sep-29 $58,616 ($120,364) $0 $31,307 ($20,844) $10,463 $76,942 ($205,020) $0
1-Jul-29 1-Sep-30 $59,788 ($123,020) $0 $31,933 ($21,330) $10,603 $78,481 ($210,778) $0
1-Jul-30 1-Sep-31 $60,984 ($125,730) $0 $32,572 ($21,827) $10,745 $80,051 ($216,651) $0
1-Jul-31 1-Sep-32 $62,204 ($128,494) $0 $33,223 ($22,333) $10,890 $81,652 ($222,641) $0
1-Jul-32 1-Sep-33 $63,448 ($131,313) $0 $33,888 ($22,849) $11,039 $83,285 ($228,751) $0
1-Jul-33 1-Sep-34 $64,717 ($134,188) $0 $34,565 ($23,376) $11,190 $84,950 ($234,983) $0
1-Jul-34 1-Sep-35 $66,011 ($137,121) $0 $35,257 ($23,913) $11,344 $86,649 ($241,340) $0
1-Jul-35 1-Sep-36 $67,331 ($140,113) $0 $35,962 ($24,461) $11,501 $88,382 ($247,824) $0
1-Jul-36 1-Sep-37 $68,678 ($143,164) $0 $36,681 ($25,020) $11,661 $90,150 ($254,438) $0
1-Jul-37 1-Sep-38 $70,051 ($146,276) $0 $37,415 ($25,590) $11,825 $91,953 ($261,184) $0
1-Jul-38 1-Sep-39 $71,452 ($149,451) $0 $38,163 ($26,171) $11,992 $93,792 ($268,065) $0
1-Jul-39 1-Sep-40 $72,882 ($152,689) $0 $38,926 ($26,764) $12,162 $95,668 ($275,083) $0
1-Jul-40 1-Sep-41 $74,339 ($155,992) $0 $39,705 ($27,369) $12,336 $97,581 ($282,242) $0
1-Jul-41 1-Sep-42 $75,826 ($159,361) $0 $40,499 ($27,986) $12,513 $99,533 ($289,544) $0
1-Jul-42 1-Sep-43 $77,342 ($162,798) $0 $41,309 ($28,616) $12,693 $101,524 ($296,993) $0
1-Jul-43 1-Sep-44 $78,889 ($166,303) $0 $42,135 ($29,258) $12,877 $103,554 ($304,590) $0
1-Jul-44 1-Sep-45 $80,467 ($169,878) $0 $42,978 ($29,912) $13,065 $105,625 ($312,339) $0
1-Jul-45 1-Sep-46 $82,076 ($173,525) $0 $43,837 ($30,580) $13,257 $107,738 ($320,243) $0
1-Jul-46 1-Sep-47 $83,718 ($177,244) $0 $44,714 ($31,262) $13,452 $109,893 ($328,305) $0
1-Jul-47 1-Sep-48 $85,392 ($181,038) $0 $45,608 ($31,956) $13,652 $112,090 ($336,528) $0
1-Jul-48 1-Sep-49 $87,100 ($184,908) $0 $46,520 ($32,665) $13,855 $114,332 ($344,916) $0
1-Jul-49 1-Sep-50 $88,842 ($188,856) $0 $47,451 ($33,388) $14,063 $116,619 ($353,471) $0
Total $2,029,545 ($4,225,148) $0 $1,083,985 ($737,810) $346,175 $2,664,085 ($6,035,930) $563,639

MuniCap, Inc.
(a)
(b)
(c)
G-29
C-290
APPENDIX G
Port Covington
Tax Bond City Garage UnderArmour (Building 37)

Year Year Maximum Special Adjusted Max. Maximum Special Adjusted Max.
(a) (b)
Beginning Ending Special Tax Tax Credit Special Tax(c) Special Tax
(a)
Tax Credit
(b)
Special Tax(c)
1-Jul-20 1-Sep-21 $48,493 $0 $48,493 $526,880 ($109,897) $416,983
1-Jul-21 1-Sep-22 $49,462 $0 $49,462 $537,418 ($111,020) $426,398
1-Jul-22 1-Sep-23 $50,452 $0 $50,452 $548,166 ($134,776) $413,390
1-Jul-23 1-Sep-24 $51,461 $0 $51,461 $559,129 ($159,723) $399,406
1-Jul-24 1-Sep-25 $52,490 $0 $52,490 $570,312 ($185,898) $384,414
1-Jul-25 1-Sep-26 $53,540 $0 $53,540 $581,718 ($213,336) $368,382
1-Jul-26 1-Sep-27 $54,611 $0 $54,611 $593,352 ($242,076) $351,277
1-Jul-27 1-Sep-28 $55,703 ($154,416) $0 $605,219 ($921,984) $0
1-Jul-28 1-Sep-29 $56,817 ($160,097) $0 $617,324 ($943,489) $0
1-Jul-29 1-Sep-30 $57,953 ($165,892) $0 $629,670 ($965,425) $0
1-Jul-30 1-Sep-31 $59,112 ($171,802) $0 $642,264 ($987,799) $0
1-Jul-31 1-Sep-32 $60,294 ($177,831) $0 $655,109 ($1,010,621) $0
1-Jul-32 1-Sep-33 $61,500 ($183,980) $0 $668,211 ($1,033,899) $0
1-Jul-33 1-Sep-34 $62,730 ($190,252) $0 $681,575 ($1,057,642) $0
1-Jul-34 1-Sep-35 $63,985 ($196,650) $0 $695,207 ($1,081,861) $0
1-Jul-35 1-Sep-36 $65,265 ($203,176) $0 $709,111 ($1,106,564) $0
1-Jul-36 1-Sep-37 $66,570 ($209,832) $0 $723,293 ($1,131,761) $0
1-Jul-37 1-Sep-38 $67,901 ($216,621) $0 $737,759 ($1,157,462) $0
1-Jul-38 1-Sep-39 $69,259 ($223,546) $0 $752,514 ($1,183,677) $0
1-Jul-39 1-Sep-40 $70,645 ($230,609) $0 $767,565 ($1,210,416) $0
1-Jul-40 1-Sep-41 $72,057 ($237,814) $0 $782,916 ($1,237,690) $0
1-Jul-41 1-Sep-42 $73,499 ($245,163) $0 $798,574 ($1,265,509) $0
1-Jul-42 1-Sep-43 $74,969 ($252,659) $0 $814,546 ($1,293,885) $0
1-Jul-43 1-Sep-44 $76,468 ($260,305) $0 $830,837 ($1,322,829) $0
1-Jul-44 1-Sep-45 $77,997 ($268,104) $0 $847,453 ($1,352,351) $0
1-Jul-45 1-Sep-46 $79,557 ($276,058) $0 $864,402 ($1,382,463) $0
1-Jul-46 1-Sep-47 $81,148 ($284,172) $0 $881,690 ($1,413,178) $0
1-Jul-47 1-Sep-48 $82,771 ($292,448) $0 $899,324 ($1,444,508) $0
1-Jul-48 1-Sep-49 $84,427 ($300,890) $0 $917,311 ($1,476,463) $0
1-Jul-49 1-Sep-50 $86,115 ($309,500) $0 $935,657 ($1,509,058) $0
Total $1,967,252 ($5,211,817) $360,508 $21,374,507 ($28,647,261) $2,760,248

MuniCap, Inc.
(a)
(b)
(c)
The Adjusted Maximum Special Tax for each Parcel shall be equal to the lesser of (but not less than zero) (i) the Maximum Special Tax for the Parcel and (ii) the amount
calculated by the maximum special tax less the special tax credit. G-30
C-291
APPENDIX G
Port Covington
Appendix G-5.a: Undeveloped Property - Calculation of Maximum Special Tax (Post Infrastructure), BUR
Tax Bond Maximum Special Tax on Undeveloped Property

(b)
Year Year Special Tax Less: Special Taxes Levied Undeveloped Net Land Area Allocation for Ownership Maximum Special
(a)
Beginning Ending Requirement on Developed Property Sub-total BUR Total Percentage Tax for Ownership
1-Jul-20 1-Sep-21 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-21 1-Sep-22 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-22 1-Sep-23 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-23 1-Sep-24 $5,087,230 $0 $5,087,230 31.036 71.42 43.5% $2,210,602
1-Jul-24 1-Sep-25 $4,995,846 $0 $4,995,846 31.036 71.42 43.5% $2,170,892
1-Jul-25 1-Sep-26 $4,911,238 $0 $4,911,238 31.036 71.42 43.5% $2,134,127
1-Jul-26 1-Sep-27 $4,931,691 $0 $4,931,691 31.036 71.42 43.5% $2,143,015
1-Jul-27 1-Sep-28 $4,159,261 $0 $4,159,261 31.036 71.42 43.5% $1,807,363
1-Jul-28 1-Sep-29 $3,896,540 $0 $3,896,540 31.036 71.42 43.5% $1,693,200
1-Jul-29 1-Sep-30 $3,834,828 $0 $3,834,828 31.036 71.42 43.5% $1,666,384
1-Jul-30 1-Sep-31 $3,764,453 $0 $3,764,453 31.036 71.42 43.5% $1,635,803
1-Jul-31 1-Sep-32 $3,694,459 $0 $3,694,459 31.036 71.42 43.5% $1,605,388
1-Jul-32 1-Sep-33 $3,617,167 $0 $3,617,167 31.036 71.42 43.5% $1,571,802
1-Jul-33 1-Sep-34 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-34 1-Sep-35 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-35 1-Sep-36 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-36 1-Sep-37 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-37 1-Sep-38 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-38 1-Sep-39 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-39 1-Sep-40 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-40 1-Sep-41 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-41 1-Sep-42 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-42 1-Sep-43 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-43 1-Sep-44 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-44 1-Sep-45 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-45 1-Sep-46 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-46 1-Sep-47 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-47 1-Sep-48 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-48 1-Sep-49 $0 $0 $0 31.036 71.42 43.5% $0
1-Jul-49 1-Sep-50 $0 $0 $0 31.036 71.42 43.5% $0
Total $42,892,711 $0 $42,892,711 $18,638,576

MuniCap, Inc.
(a)
See Appendix A-6.a.
(b)
See Appendix G-1.c. G-31
C-292
APPENDIX G
Port Covington
Appendix G-5.b: Undeveloped Property - Calculation of Maximum Special Tax Per Owner (Post Infrastructure), UA Port Covington Holdings, LLC

Year Year Special Tax Less: Special Taxes Levied Undeveloped Net Land Area Allocation for Ownership(b) Maximum Special
Beginning Ending Requirement(a) on Developed Property Sub-total UA PC Holdings, LLC Total Percentage Tax for Ownership
1-Jul-20 1-Sep-21 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-21 1-Sep-22 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-22 1-Sep-23 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-23 1-Sep-24 $5,087,230 $0 $5,087,230 40.387 71.42 56.5% $2,876,628
1-Jul-24 1-Sep-25 $4,995,846 $0 $4,995,846 40.387 71.42 56.5% $2,824,954
1-Jul-25 1-Sep-26 $4,911,238 $0 $4,911,238 40.387 71.42 56.5% $2,777,111
1-Jul-26 1-Sep-27 $4,931,691 $0 $4,931,691 40.387 71.42 56.5% $2,788,677
1-Jul-27 1-Sep-28 $4,159,261 $0 $4,159,261 40.387 71.42 56.5% $2,351,898
1-Jul-28 1-Sep-29 $3,896,540 $0 $3,896,540 40.387 71.42 56.5% $2,203,339
1-Jul-29 1-Sep-30 $3,834,828 $0 $3,834,828 40.387 71.42 56.5% $2,168,444
1-Jul-30 1-Sep-31 $3,764,453 $0 $3,764,453 40.387 71.42 56.5% $2,128,649
1-Jul-31 1-Sep-32 $3,694,459 $0 $3,694,459 40.387 71.42 56.5% $2,089,071
1-Jul-32 1-Sep-33 $3,617,167 $0 $3,617,167 40.387 71.42 56.5% $2,045,365
1-Jul-33 1-Sep-34 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-34 1-Sep-35 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-35 1-Sep-36 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-36 1-Sep-37 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-37 1-Sep-38 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-38 1-Sep-39 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-39 1-Sep-40 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-40 1-Sep-41 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-41 1-Sep-42 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-42 1-Sep-43 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-43 1-Sep-44 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-44 1-Sep-45 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-45 1-Sep-46 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-46 1-Sep-47 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-47 1-Sep-48 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-48 1-Sep-49 $0 $0 $0 40.387 71.42 56.5% $0
1-Jul-49 1-Sep-50 $0 $0 $0 40.387 71.42 56.5% $0
Total $42,892,711 $0 $42,892,711 $24,254,135

MuniCap, Inc.
(a)
See Appendix A-6.a.
(b)
See Appendix G-1.c.
G-32
C-293
APPENDIX G
Port Covington
Appendix G-5.c: Undeveloped Property - Calculation of Maximum Special Tax (Post Infrastructure), Other Ownership

(b)
Year Year Special Tax Less: Special Taxes Levied Undeveloped Net Land Area Allocation for Ownership Maximum Special
(a)
Beginning Ending Requirement on Developed Property Sub-total Other Total Percentage Tax for Ownership
1-Jul-20 1-Sep-21 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-21 1-Sep-22 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-22 1-Sep-23 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-23 1-Sep-24 $5,087,230 $0 $5,087,230 0.000 71.42 0.0% $0
1-Jul-24 1-Sep-25 $4,995,846 $0 $4,995,846 0.000 71.42 0.0% $0
1-Jul-25 1-Sep-26 $4,911,238 $0 $4,911,238 0.000 71.42 0.0% $0
1-Jul-26 1-Sep-27 $4,931,691 $0 $4,931,691 0.000 71.42 0.0% $0
1-Jul-27 1-Sep-28 $4,159,261 $0 $4,159,261 0.000 71.42 0.0% $0
1-Jul-28 1-Sep-29 $3,896,540 $0 $3,896,540 0.000 71.42 0.0% $0
1-Jul-29 1-Sep-30 $3,834,828 $0 $3,834,828 0.000 71.42 0.0% $0
1-Jul-30 1-Sep-31 $3,764,453 $0 $3,764,453 0.000 71.42 0.0% $0
1-Jul-31 1-Sep-32 $3,694,459 $0 $3,694,459 0.000 71.42 0.0% $0
1-Jul-32 1-Sep-33 $3,617,167 $0 $3,617,167 0.000 71.42 0.0% $0
1-Jul-33 1-Sep-34 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-34 1-Sep-35 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-35 1-Sep-36 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-36 1-Sep-37 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-37 1-Sep-38 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-38 1-Sep-39 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-39 1-Sep-40 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-40 1-Sep-41 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-41 1-Sep-42 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-42 1-Sep-43 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-43 1-Sep-44 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-44 1-Sep-45 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-45 1-Sep-46 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-46 1-Sep-47 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-47 1-Sep-48 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-48 1-Sep-49 $0 $0 $0 0.000 71.42 0.0% $0
1-Jul-49 1-Sep-50 $0 $0 $0 0.000 71.42 0.0% $0
Total $42,892,711 $0 $42,892,711 $0

MuniCap, Inc.
(a)
See Appendix A-6.a.
(b)
See Appendix G-1.c. G-33
C-294
APPENDIX G
Port Covington
Appendix G-6.a: Undeveloped Property - Calculation of Adjusted Maximum Special Tax (BUR)
Tax Bond Lesser of Application:

Year Year Inflation BUR Maximum Less: Special Tax Credit for BUR Adjusted Maximum Maximum Sp. Tax or
Beginning Ending Factor Special Tax(a) A.V.(b) Original Assessable Base Value(c) Estimated Increment Tax Rate Eligible Credits(d) Sub-total Special Tax Adj. Max. Sp. Tax(e)
1-Jul-20 1-Sep-21 100% $0 $15,186,623 ($5,564,489) $9,622,134 $2.248 $0 $216,306 $0 $0
1-Jul-21 1-Sep-22 102% $0 $15,490,355 ($5,564,489) $9,925,867 $2.248 $0 $223,133 $0 $0
1-Jul-22 1-Sep-23 104% $0 $15,800,163 ($5,564,489) $10,235,674 $2.248 $0 $230,098 $0 $0
1-Jul-23 1-Sep-24 106% $2,210,602 $16,116,166 ($5,564,489) $10,551,677 $2.248 $0 $237,202 $1,973,401 $1,973,401
1-Jul-24 1-Sep-25 108% $2,170,892 $16,438,489 ($5,564,489) $10,874,000 $2.248 $0 $244,448 $1,926,445 $1,926,445
1-Jul-25 1-Sep-26 110% $2,134,127 $16,767,259 ($5,564,489) $11,202,770 $2.248 $0 $251,838 $1,882,289 $1,882,289
1-Jul-26 1-Sep-27 113% $2,143,015 $17,102,604 ($5,564,489) $11,538,115 $2.248 $0 $259,377 $1,883,638 $1,883,638
1-Jul-27 1-Sep-28 115% $1,807,363 $17,444,656 ($5,564,489) $11,880,168 $2.248 $0 $267,066 $1,540,297 $1,540,297
1-Jul-28 1-Sep-29 117% $1,693,200 $17,793,549 ($5,564,489) $12,229,061 $2.248 $0 $274,909 $1,418,291 $1,418,291
1-Jul-29 1-Sep-30 120% $1,666,384 $18,149,420 ($5,564,489) $12,584,932 $2.248 $0 $282,909 $1,383,475 $1,383,475
1-Jul-30 1-Sep-31 122% $1,635,803 $18,512,409 ($5,564,489) $12,947,920 $2.248 $0 $291,069 $1,344,734 $1,344,734
1-Jul-31 1-Sep-32 124% $1,605,388 $18,882,657 ($5,564,489) $13,318,168 $2.248 $0 $299,392 $1,305,996 $1,305,996
1-Jul-32 1-Sep-33 127% $1,571,802 $19,260,310 ($5,564,489) $13,695,821 $2.248 $0 $307,882 $1,263,920 $1,263,920
1-Jul-33 1-Sep-34 129% $0 $19,645,516 ($5,564,489) $14,081,028 $2.248 $0 $316,541 $0 $0
1-Jul-34 1-Sep-35 132% $0 $20,038,427 ($5,564,489) $14,473,938 $2.248 $0 $325,374 $0 $0
1-Jul-35 1-Sep-36 135% $0 $20,439,195 ($5,564,489) $14,874,706 $2.248 $0 $334,383 $0 $0
1-Jul-36 1-Sep-37 137% $0 $20,847,979 ($5,564,489) $15,283,490 $2.248 $0 $343,573 $0 $0
1-Jul-37 1-Sep-38 140% $0 $21,264,939 ($5,564,489) $15,700,450 $2.248 $0 $352,946 $0 $0
1-Jul-38 1-Sep-39 143% $0 $21,690,237 ($5,564,489) $16,125,749 $2.248 $0 $362,507 $0 $0
1-Jul-39 1-Sep-40 146% $0 $22,124,042 ($5,564,489) $16,559,553 $2.248 $0 $372,259 $0 $0
1-Jul-40 1-Sep-41 149% $0 $22,566,523 ($5,564,489) $17,002,034 $2.248 $0 $382,206 $0 $0
1-Jul-41 1-Sep-42 152% $0 $23,017,853 ($5,564,489) $17,453,365 $2.248 $0 $392,352 $0 $0
1-Jul-42 1-Sep-43 155% $0 $23,478,210 ($5,564,489) $17,913,722 $2.248 $0 $402,700 $0 $0
1-Jul-43 1-Sep-44 158% $0 $23,947,775 ($5,564,489) $18,383,286 $2.248 $0 $413,256 $0 $0
1-Jul-44 1-Sep-45 161% $0 $24,426,730 ($5,564,489) $18,862,241 $2.248 $0 $424,023 $0 $0
1-Jul-45 1-Sep-46 164% $0 $24,915,265 ($5,564,489) $19,350,776 $2.248 $0 $435,005 $0 $0
1-Jul-46 1-Sep-47 167% $0 $25,413,570 ($5,564,489) $19,849,081 $2.248 $0 $446,207 $0 $0
1-Jul-47 1-Sep-48 171% $0 $25,921,841 ($5,564,489) $20,357,353 $2.248 $0 $457,633 $0 $0
1-Jul-48 1-Sep-49 174% $0 $26,440,278 ($5,564,489) $20,875,790 $2.248 $0 $469,288 $0 $0
1-Jul-49 1-Sep-50 178% $0 $26,969,084 ($5,564,489) $21,404,595 $2.248 $0 $481,175 $0 $0
Total $18,638,576 $0 $10,097,060 $15,922,484 $15,922,484

MuniCap, Inc.
(a)
See Appendix G-5.a.
(b)
See Appendix G-1.a.
(c)
See Appendix G-1.c.
(d)
Assumes no tax credits while parcel remains undeveloped.
(e)
The Adjusted Maximum Special Tax for each Parcel shall be equal to the lesser of (but not less than zero) (i) the Maximum Special Tax for the Parcel and (ii) the maximum special tax per for the parcel less the special tax credit for the parcel.
G-34
C-295
APPENDIX G
Port Covington
Appendix G-6.b: Undeveloped Property - Calculation of Adjusted Maximum Special Tax (UA Port Covington Holdings, LLC)

Year Year Inflation Maximum Special Less: Special Tax Credit for UA Port Covington Holdings Adjusted Maximum Maximum Sp. Tax or
(a) (b) (c) (d) (e)
Beginning Ending Factor Tax for Owner A.V. Original Assessable Base Value Estimated Increment Tax Rate Eligible Credits Sub-total Special Tax Adj. Max. Sp. Tax
1-Jul-20 1-Sep-21 100% $0 $7,092,000 ($7,240,996) $0 $2.248 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 $7,233,840 ($7,240,996) $0 $2.248 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 $7,378,517 ($7,240,996) $137,521 $2.248 $0 $3,091 $0 $0
1-Jul-23 1-Sep-24 106% $2,876,628 $7,526,087 ($7,240,996) $285,091 $2.248 $0 $6,409 $2,870,219 $2,870,219
1-Jul-24 1-Sep-25 108% $2,824,954 $7,676,609 ($7,240,996) $435,613 $2.248 $0 $9,793 $2,815,161 $2,815,161
1-Jul-25 1-Sep-26 110% $2,777,111 $7,830,141 ($7,240,996) $589,145 $2.248 $0 $13,244 $2,763,867 $2,763,867
1-Jul-26 1-Sep-27 113% $2,788,677 $7,986,744 ($7,240,996) $745,748 $2.248 $0 $16,764 $2,771,912 $2,771,912
1-Jul-27 1-Sep-28 115% $2,351,898 $8,146,479 ($7,240,996) $905,483 $2.248 $0 $20,355 $2,331,542 $2,331,542
1-Jul-28 1-Sep-29 117% $2,203,339 $8,309,408 ($7,240,996) $1,068,412 $2.248 $0 $24,018 $2,179,321 $2,179,321
1-Jul-29 1-Sep-30 120% $2,168,444 $8,475,596 ($7,240,996) $1,234,600 $2.248 $0 $27,754 $2,140,690 $2,140,690
1-Jul-30 1-Sep-31 122% $2,128,649 $8,645,108 ($7,240,996) $1,404,112 $2.248 $0 $31,564 $2,097,085 $2,097,085
1-Jul-31 1-Sep-32 124% $2,089,071 $8,818,011 ($7,240,996) $1,577,015 $2.248 $0 $35,451 $2,053,619 $2,053,619
1-Jul-32 1-Sep-33 127% $2,045,365 $8,994,371 ($7,240,996) $1,753,375 $2.248 $0 $39,416 $2,005,949 $2,005,949
1-Jul-33 1-Sep-34 129% $0 $9,174,258 ($7,240,996) $1,933,262 $2.248 $0 $43,460 $0 $0
1-Jul-34 1-Sep-35 132% $0 $9,357,743 ($7,240,996) $2,116,747 $2.248 $0 $47,584 $0 $0
1-Jul-35 1-Sep-36 135% $0 $9,544,898 ($7,240,996) $2,303,902 $2.248 $0 $51,792 $0 $0
1-Jul-36 1-Sep-37 137% $0 $9,735,796 ($7,240,996) $2,494,800 $2.248 $0 $56,083 $0 $0
1-Jul-37 1-Sep-38 140% $0 $9,930,512 ($7,240,996) $2,689,516 $2.248 $0 $60,460 $0 $0
1-Jul-38 1-Sep-39 143% $0 $10,129,122 ($7,240,996) $2,888,126 $2.248 $0 $64,925 $0 $0
1-Jul-39 1-Sep-40 146% $0 $10,331,705 ($7,240,996) $3,090,709 $2.248 $0 $69,479 $0 $0
1-Jul-40 1-Sep-41 149% $0 $10,538,339 ($7,240,996) $3,297,343 $2.248 $0 $74,124 $0 $0
1-Jul-41 1-Sep-42 152% $0 $10,749,106 ($7,240,996) $3,508,110 $2.248 $0 $78,862 $0 $0
1-Jul-42 1-Sep-43 155% $0 $10,964,088 ($7,240,996) $3,723,092 $2.248 $0 $83,695 $0 $0
1-Jul-43 1-Sep-44 158% $0 $11,183,370 ($7,240,996) $3,942,373 $2.248 $0 $88,625 $0 $0
1-Jul-44 1-Sep-45 161% $0 $11,407,037 ($7,240,996) $4,166,041 $2.248 $0 $93,653 $0 $0
1-Jul-45 1-Sep-46 164% $0 $11,635,178 ($7,240,996) $4,394,182 $2.248 $0 $98,781 $0 $0
1-Jul-46 1-Sep-47 167% $0 $11,867,881 ($7,240,996) $4,626,885 $2.248 $0 $104,012 $0 $0
1-Jul-47 1-Sep-48 171% $0 $12,105,239 ($7,240,996) $4,864,243 $2.248 $0 $109,348 $0 $0
1-Jul-48 1-Sep-49 174% $0 $12,347,344 ($7,240,996) $5,106,348 $2.248 $0 $114,791 $0 $0
1-Jul-49 1-Sep-50 178% $0 $12,594,291 ($7,240,996) $5,353,294 $2.248 $0 $120,342 $0 $0
Total $24,254,135 $0 $1,587,877 $24,029,367 $24,029,367

MuniCap, Inc.
(a)
See Appendix G-5.b.
(b)
See Appendix G-1.a.
(c)
See Appendix G-1.c.
(d)
(e)
G-35
C-296
APPENDIX G
Port Covington
Appendix G-6.c: Undeveloped Property - Calculation of Adjusted Maximum Special Tax (Other Ownership)

Year Year Inflation Maximum Special Less: Special Tax Credit for Other Ownership Adjusted Maximum Maximum Sp. Tax or
Beginning Ending Factor Tax for Owner(a) A.V. Original Assessable Base Value(b) Estimated Increment Tax Rate Eligible Credits(c) Sub-total Special Tax Adj. Max. Sp. Tax(d)
1-Jul-20 1-Sep-21 100% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-21 1-Sep-22 102% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-22 1-Sep-23 104% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-23 1-Sep-24 106% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-24 1-Sep-25 108% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-25 1-Sep-26 110% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-26 1-Sep-27 113% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-27 1-Sep-28 115% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-28 1-Sep-29 117% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-29 1-Sep-30 120% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-30 1-Sep-31 122% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-31 1-Sep-32 124% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-32 1-Sep-33 127% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-33 1-Sep-34 129% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-34 1-Sep-35 132% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-35 1-Sep-36 135% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-36 1-Sep-37 137% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-37 1-Sep-38 140% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-38 1-Sep-39 143% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-39 1-Sep-40 146% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-40 1-Sep-41 149% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-41 1-Sep-42 152% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-42 1-Sep-43 155% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-43 1-Sep-44 158% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-44 1-Sep-45 161% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-45 1-Sep-46 164% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-46 1-Sep-47 167% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-47 1-Sep-48 171% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-48 1-Sep-49 174% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
1-Jul-49 1-Sep-50 178% $0 $0 $0 $0 $2.248 $0 $0 $0 $0
Total $0 $0 $0 $0 $0
MuniCap, Inc.
(a)
See Appendix G-5.b.
(b)
See Appendix G-1.c.
(c)
(d)
G-36
C-297
APPENDIX G
Port Covington
Appendix G-7: Projected Special Tax Requirement and Collection of Special Tax Requirement
Tax Bond Tax

Year Year Increment Special Collection of Special Tax Requirement(c)
(a)
Beginning Ending Debt Service Revenues(b) Tax Requirement(b) Undeveloped Property Developed Property Total
1-Jul-20 1-Sep-21 $564,904 $564,904 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $610,173 $610,173 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $684,247 $684,247 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $6,784,171 $1,696,941 $5,087,230 $4,843,620 $243,611 $5,087,230
1-Jul-24 1-Sep-25 $6,911,480 $1,915,634 $4,995,846 $4,741,606 $254,240 $4,995,846
1-Jul-25 1-Sep-26 $7,053,243 $2,142,005 $4,911,238 $4,646,156 $265,082 $4,911,238
1-Jul-26 1-Sep-27 $7,188,806 $2,257,115 $4,931,691 $4,655,550 $276,141 $4,931,691
1-Jul-27 1-Sep-28 $7,333,169 $3,173,908 $4,159,261 $3,871,839 $287,421 $4,159,261
1-Jul-28 1-Sep-29 $7,480,842 $3,584,303 $3,896,540 $3,597,612 $298,927 $3,896,540
1-Jul-29 1-Sep-30 $7,631,499 $3,796,671 $3,834,828 $3,524,165 $310,663 $3,834,828
1-Jul-30 1-Sep-31 $7,779,812 $4,015,359 $3,764,453 $3,441,819 $322,634 $3,764,453
1-Jul-31 1-Sep-32 $7,934,993 $4,240,535 $3,694,459 $3,359,615 $334,844 $3,694,459
1-Jul-32 1-Sep-33 $8,089,536 $4,472,370 $3,617,167 $3,269,869 $347,298 $3,617,167
1-Jul-33 1-Sep-34 $8,253,039 $11,201,117 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $8,419,698 $11,463,512 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $8,583,911 $11,731,155 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $8,755,276 $12,004,151 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $8,927,988 $12,282,607 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $9,106,446 $12,566,632 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $9,284,846 $12,856,337 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $9,472,585 $13,151,837 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $9,658,659 $13,453,246 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $9,847,464 $13,760,684 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $10,048,198 $14,074,270 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $10,244,654 $14,394,129 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $10,446,230 $14,720,384 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $10,651,922 $15,053,164 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $10,865,724 $15,392,601 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $11,081,431 $15,738,825 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $689,187 $16,091,975 $0 $0 $0 $0
Total $230,384,134 $263,090,791 $42,892,711 $39,951,850 $2,940,861 $42,892,711

MuniCap, Inc.
(a)
See Appendix E-2.
(b)
See Appendix A-6.a.
(c)
First, special tax shall be collected proportionately from undeveloped property up to 100% of the adjusted maximum special tax for such parcel to the extent necessary to fund the special tax requirement.
Second, if additional monies are needed to fund the special tax requirement after the first step has been completed, the special tax shall be collected from developed property up to 100% of the adjusted
maximum special tax for such parcel, to the extent necessary to fund the special tax requirement. Breakout of special taxes by parcel are shown on Appendix G-8.
G-37
C-298
APPENDIX G
Port Covington
Appendix G-8: Projected Special Tax Requirement by Parcel/Ownership
Tax Bond Existing Port Covington Development, Chapter 1A Development and Chapter 1B Development (a)
Year Year Nick's Baltimore Former Schuster Dog McComas City Under Armour
Beginning Ending Parcel E6 Parcel E5B Parcel E5A Parcel E7 Parcel E1 Seafood Sun Building AFP Walmart Concrete Resort Street Rowhomes Parcel E12 Garage (Building 37) Sub-total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $26,239 $11,208 $37,757 $46,366 $36,615 $0 $38,514 $666 $23,877 $0 $0 $414 $2,939 $2,170 $16,846 $243,611
1-Jul-24 1-Sep-25 $26,101 $10,907 $40,098 $49,251 $37,872 $0 $41,009 $714 $25,307 $0 $0 $441 $3,154 $2,329 $17,058 $254,240
1-Jul-25 1-Sep-26 $25,798 $10,500 $42,573 $52,302 $39,113 $0 $43,662 $767 $26,821 $0 $0 $470 $3,384 $2,499 $17,195 $265,082
1-Jul-26 1-Sep-27 $27,045 $11,005 $44,651 $54,850 $40,993 $0 $45,463 $804 $27,800 $0 $0 $489 $3,551 $2,622 $16,867 $276,141
1-Jul-27 1-Sep-28 $30,358 $12,350 $50,141 $61,589 $46,000 $0 $50,690 $904 $30,854 $0 $0 $546 $3,989 $0 $0 $287,421
1-Jul-28 1-Sep-29 $32,736 $13,315 $51,353 $63,170 $49,591 $0 $54,301 $975 $32,900 $0 $0 $585 $0 $0 $0 $298,927
1-Jul-29 1-Sep-30 $34,803 $14,152 $51,702 $63,701 $52,708 $0 $57,351 $1,038 $34,590 $0 $0 $619 $0 $0 $0 $310,663
1-Jul-30 1-Sep-31 $36,993 $15,040 $51,874 $64,030 $56,010 $0 $60,567 $1,104 $36,362 $0 $0 $654 $0 $0 $0 $322,634
1-Jul-31 1-Sep-32 $39,316 $15,981 $51,852 $64,133 $59,513 $0 $63,960 $1,174 $38,224 $0 $0 $691 $0 $0 $0 $334,844
1-Jul-32 1-Sep-33 $41,783 $16,980 $51,613 $63,986 $63,231 $0 $67,544 $1,249 $40,182 $0 $0 $731 $0 $0 $0 $347,298
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $321,172 $131,439 $473,614 $583,376 $481,646 $0 $523,060 $9,393 $316,916 $0 $0 $5,640 $17,018 $9,621 $67,966 $2,940,861
MuniCap, Inc.
(a)
First, special tax shall be collected proportionately from undeveloped property up to 100% of the adjusted maximum special tax for such parcel to the extent necessary to fund the special tax requirement. Second, if additional monies are needed to fund the special tax requirement after the first step has been
completed, the special tax shall be collected from developed property up to 100% of the adjusted maximum special tax for such parcel, to the extent necessary to fund the special tax requirement. See Appendix G-4.
G-38
C-299
APPENDIX G
Port Covington
Appendix G-8: Projected Special Tax Requirement by Parcel/Ownership, continued
Tax Bond Total

Year Year Undeveloped(a) Special Tax
Beginning Ending BUR UA Port Covington Holdings, LLC Other Ownership Sub-total Requirement
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $1,973,401 $2,870,219 $0 $4,843,620 $5,087,230
1-Jul-24 1-Sep-25 $1,926,445 $2,815,161 $0 $4,741,606 $4,995,846
1-Jul-25 1-Sep-26 $1,882,289 $2,763,867 $0 $4,646,156 $4,911,238
1-Jul-26 1-Sep-27 $1,883,638 $2,771,912 $0 $4,655,550 $4,931,691
1-Jul-27 1-Sep-28 $1,540,297 $2,331,542 $0 $3,871,839 $4,159,261
1-Jul-28 1-Sep-29 $1,418,291 $2,179,321 $0 $3,597,612 $3,896,540
1-Jul-29 1-Sep-30 $1,383,475 $2,140,690 $0 $3,524,165 $3,834,828
1-Jul-30 1-Sep-31 $1,344,734 $2,097,085 $0 $3,441,819 $3,764,453
1-Jul-31 1-Sep-32 $1,305,996 $2,053,619 $0 $3,359,615 $3,694,459
1-Jul-32 1-Sep-33 $1,263,920 $2,005,949 $0 $3,269,869 $3,617,167
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0
Total $15,922,484 $24,029,367 $0 $39,951,850 $42,892,711

MuniCap, Inc.
(a)
First, special tax shall be collected proportionately from undeveloped property up to 100% of the adjusted maximum special tax for such parcel to the extent necessary to fund the special tax requirement.
Second, if additional monies are needed to fund the special tax requirement after the first step has been completed, the special tax shall be collected from developed property up to 100% of the adjusted
maximum special tax for such parcel, to the extent necessary to fund the special tax requirement. See Appendix G-6.
G-39
C-300
APPENDIX G
Port Covington
Appendix G-9: Projected Special Tax Requirement by Ownership - Post Closing
Tax Bond
Year Year Under Armour and Rye Street Tavern &
(c)
Beginning Ending BUR(a) Chp 1B(b) Affiliates SDH(d) Sagamore Spirit Distillery(e) Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $2,036,871 $158,185 $2,887,065 $2,170 $2,939 $5,087,230
1-Jul-24 1-Sep-25 $1,993,915 $164,228 $2,832,219 $2,329 $3,154 $4,995,846
1-Jul-25 1-Sep-26 $1,954,007 $170,285 $2,781,062 $2,499 $3,384 $4,911,238
1-Jul-26 1-Sep-27 $1,958,195 $178,544 $2,788,779 $2,622 $3,551 $4,931,691
1-Jul-27 1-Sep-28 $1,623,291 $200,438 $2,331,542 $0 $3,989 $4,159,261
1-Jul-28 1-Sep-29 $1,507,053 $210,166 $2,179,321 $0 $0 $3,896,540
1-Jul-29 1-Sep-30 $1,477,072 $217,066 $2,140,690 $0 $0 $3,834,828
1-Jul-30 1-Sep-31 $1,443,421 $223,947 $2,097,085 $0 $0 $3,764,453
1-Jul-31 1-Sep-32 $1,410,044 $230,795 $2,053,619 $0 $0 $3,694,459
1-Jul-32 1-Sep-33 $1,373,624 $237,593 $2,005,949 $0 $0 $3,617,167
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0
Total $16,777,493 $1,991,248 $24,097,332 $9,621 $17,018 $42,892,711

MuniCap, Inc.
(a)
Includes undeveloped land owned by BUR, McComas Street Rowhomes, Former Walmart, AFP and Baltimore Sun Building. See Appendix G-8.
(b)
Includes parcels E6, E5B, E5A, E7 and E1. See Appendix G-8.
(c)
Includes undeveloped land owns by Under Armour and affiliates. See Appendix G-8.
(d)
Includes City Garage. See Appendix G-8.
(e)
See Appendix G-8.
G-40
C-301
APPENDIX G
Port Covington
Appendix G-10.a: Declaration of Covenants - Port Covington Tax Supplement (Projected Pledged Revenues, Chapter 1B Development)
Tax Bond
Year Year Real Property Tax Revenues(a) Special Tax Requirement(b) Pledged Revenues
Beginning Ending E6 E5B E5A E7 E1 Total E6 E5B E5A E7 E1 Total E6 E5B E5A E7 E1 Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $336,076 $183,715 $51,911 $56,405 $195,328 $823,435 $26,239 $11,208 $37,757 $46,366 $36,615 $158,185 $362,316 $194,924 $89,667 $102,771 $231,943 $981,620
1-Jul-24 1-Sep-25 $389,164 $212,651 $62,413 $68,926 $231,231 $964,386 $26,101 $10,907 $40,098 $49,251 $37,872 $164,228 $415,265 $223,559 $102,510 $118,177 $269,104 $1,128,614
1-Jul-25 1-Sep-26 $444,231 $242,667 $73,306 $81,914 $268,474 $1,110,592 $25,798 $10,500 $42,573 $52,302 $39,113 $170,285 $470,029 $253,167 $115,879 $134,216 $307,586 $1,280,877
1-Jul-26 1-Sep-27 $453,593 $247,769 $75,158 $84,122 $274,805 $1,135,447 $27,045 $11,005 $44,651 $54,850 $40,993 $178,544 $480,638 $258,775 $119,809 $138,972 $315,797 $1,313,991
1-Jul-27 1-Sep-28 $463,141 $252,974 $77,047 $86,374 $281,263 $1,160,799 $30,358 $12,350 $50,141 $61,589 $46,000 $200,438 $493,499 $265,325 $127,188 $147,963 $327,263 $1,361,238
1-Jul-28 1-Sep-29 $472,881 $258,283 $127,920 $147,060 $287,850 $1,293,994 $32,736 $13,315 $51,353 $63,170 $49,591 $210,166 $505,617 $271,598 $179,274 $210,230 $337,441 $1,504,160
1-Jul-29 1-Sep-30 $482,815 $263,698 $180,798 $210,135 $294,568 $1,432,015 $34,803 $14,152 $51,702 $63,701 $52,708 $217,066 $517,618 $277,850 $232,499 $273,837 $347,276 $1,649,081
1-Jul-30 1-Sep-31 $492,949 $269,221 $235,738 $275,671 $301,421 $1,575,000 $36,993 $15,040 $51,874 $64,030 $56,010 $223,947 $529,942 $284,261 $287,613 $339,701 $357,432 $1,798,947
1-Jul-31 1-Sep-32 $503,284 $274,855 $292,804 $343,739 $308,412 $1,723,094 $39,316 $15,981 $51,852 $64,133 $59,513 $230,795 $542,601 $290,835 $344,656 $407,872 $367,925 $1,953,889
1-Jul-32 1-Sep-33 $513,827 $280,601 $352,057 $414,417 $315,542 $1,876,443 $41,783 $16,980 $51,613 $63,986 $63,231 $237,593 $555,610 $297,581 $403,670 $478,402 $378,773 $2,114,037
1-Jul-33 1-Sep-34 $1,895,953 $1,016,722 $1,783,092 $2,121,418 $2,122,352 $8,939,536 $0 $0 $0 $0 $0 $0 $1,895,953 $1,016,722 $1,783,092 $2,121,418 $2,122,352 $8,939,536
1-Jul-34 1-Sep-35 $1,934,449 $1,037,356 $1,819,255 $2,164,533 $2,166,034 $9,121,628 $0 $0 $0 $0 $0 $0 $1,934,449 $1,037,356 $1,819,255 $2,164,533 $2,166,034 $9,121,628
1-Jul-35 1-Sep-36 $1,973,715 $1,058,404 $1,856,142 $2,208,511 $2,210,589 $9,307,361 $0 $0 $0 $0 $0 $0 $1,973,715 $1,058,404 $1,856,142 $2,208,511 $2,210,589 $9,307,361
1-Jul-36 1-Sep-37 $2,013,767 $1,079,872 $1,893,766 $2,253,369 $2,256,035 $9,496,809 $0 $0 $0 $0 $0 $0 $2,013,767 $1,079,872 $1,893,766 $2,253,369 $2,256,035 $9,496,809
1-Jul-37 1-Sep-38 $2,054,619 $1,101,770 $1,932,143 $2,299,124 $2,302,390 $9,690,045 $0 $0 $0 $0 $0 $0 $2,054,619 $1,101,770 $1,932,143 $2,299,124 $2,302,390 $9,690,045
1-Jul-38 1-Sep-39 $2,096,289 $1,124,105 $1,971,287 $2,345,794 $2,349,672 $9,887,147 $0 $0 $0 $0 $0 $0 $2,096,289 $1,124,105 $1,971,287 $2,345,794 $2,349,672 $9,887,147
1-Jul-39 1-Sep-40 $2,138,792 $1,146,888 $2,011,215 $2,393,397 $2,397,900 $10,088,191 $0 $0 $0 $0 $0 $0 $2,138,792 $1,146,888 $2,011,215 $2,393,397 $2,397,900 $10,088,191
1-Jul-40 1-Sep-41 $2,182,145 $1,170,126 $2,051,941 $2,441,952 $2,447,092 $10,293,255 $0 $0 $0 $0 $0 $0 $2,182,145 $1,170,126 $2,051,941 $2,441,952 $2,447,092 $10,293,255
1-Jul-41 1-Sep-42 $2,226,365 $1,193,828 $2,093,481 $2,491,479 $2,497,268 $10,502,421 $0 $0 $0 $0 $0 $0 $2,226,365 $1,193,828 $2,093,481 $2,491,479 $2,497,268 $10,502,421
1-Jul-42 1-Sep-43 $2,271,469 $1,218,005 $2,135,852 $2,541,996 $2,548,448 $10,715,770 $0 $0 $0 $0 $0 $0 $2,271,469 $1,218,005 $2,135,852 $2,541,996 $2,548,448 $10,715,770
1-Jul-43 1-Sep-44 $2,317,476 $1,242,666 $2,179,071 $2,593,523 $2,600,651 $10,933,386 $0 $0 $0 $0 $0 $0 $2,317,476 $1,242,666 $2,179,071 $2,593,523 $2,600,651 $10,933,386
1-Jul-44 1-Sep-45 $2,364,402 $1,267,819 $2,223,154 $2,646,081 $2,653,898 $11,155,354 $0 $0 $0 $0 $0 $0 $2,364,402 $1,267,819 $2,223,154 $2,646,081 $2,653,898 $11,155,354
1-Jul-45 1-Sep-46 $2,412,268 $1,293,476 $2,268,118 $2,699,690 $2,708,211 $11,381,762 $0 $0 $0 $0 $0 $0 $2,412,268 $1,293,476 $2,268,118 $2,699,690 $2,708,211 $11,381,762
1-Jul-46 1-Sep-47 $2,461,090 $1,319,645 $2,313,982 $2,754,371 $2,763,609 $11,612,698 $0 $0 $0 $0 $0 $0 $2,461,090 $1,319,645 $2,313,982 $2,754,371 $2,763,609 $11,612,698
1-Jul-47 1-Sep-48 $2,510,889 $1,346,339 $2,360,764 $2,810,146 $2,820,116 $11,848,253 $0 $0 $0 $0 $0 $0 $2,510,889 $1,346,339 $2,360,764 $2,810,146 $2,820,116 $11,848,253
1-Jul-48 1-Sep-49 $2,561,684 $1,373,566 $2,408,481 $2,867,036 $2,877,752 $12,088,518 $0 $0 $0 $0 $0 $0 $2,561,684 $1,373,566 $2,408,481 $2,867,036 $2,877,752 $12,088,518
1-Jul-49 1-Sep-50 $2,613,495 $1,401,337 $2,457,152 $2,925,064 $2,936,542 $12,333,589 $0 $0 $0 $0 $0 $0 $2,613,495 $1,401,337 $2,457,152 $2,925,064 $2,936,542 $12,333,589
Total $42,580,827 $22,878,357 $37,288,046 $44,326,247 $45,417,452 $192,490,930 $321,172 $131,439 $473,614 $583,376 $481,646 $1,991,248 $42,901,999 $23,009,796 $37,761,660 $44,909,623 $45,899,099 $194,482,178
MuniCap, Inc.
(a)
See Appendices G-3.a through G-3.b.
(b)
See Appendix G-8.
G-41
C-302
APPENDIX G
Port Covington
Appendix G-10.b: Declaration of Covenants - Port Covington Special Tax Supplement (Projected
Minimum Required Payment, Chapter 1B Development)
Table I: Minimum Required Payment E6

Minimum
Development Square Footage Units Required Payment
Office - - $2.50
Retail 15,835 - $2.00
Table II: Minimum Required Payment E5B

Minimum
Office - - $2.50
Retail 5,780 - $2.00
Table III: Minimum Required Payment E5A

Minimum
Office 211,739 - $2.50
Retail 9,542 - $2.00
Table IV: Minimum Required Payment E7

Minimum
Office 227,824 - $2.50
Retail 44,682 - $2.00
Table V: Minimum Required Payment E1

Minimum
Office - - $2.50
Retail 40,403 - $2.00
MuniCap, Inc.
(a)
Provided by BUR.
G-42
C-303
APPENDIX G
Port Covington
Appendix G-10.c: Declaration of Covenants - Port Covington Special Tax Supplement (Projected Leveling Payment, Chapter 1B Development)
Tax Bond Chapter 1B Development

Year Year Pledged Revenues(a) Minimum Required Payment(b) Leveling Payment
Beginning Ending Inflation E6 E5B E5A E7 E1 Total E5B E5B E5A E7 E1 Total E6 E5B E5A E7 E1 Total
1-Jul-20 1-Sep-21 100% $0 $0 $0 $0 $0 $0 $485,670 $253,560 $548,432 $658,924 $369,806 $2,316,392 $0 $0 $0 $0 $0 $0
1-Jul-21 1-Sep-22 100% $0 $0 $0 $0 $0 $0 $485,670 $253,560 $548,432 $658,924 $369,806 $2,316,392 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 100% $0 $0 $0 $0 $0 $0 $485,670 $253,560 $548,432 $658,924 $369,806 $2,316,392 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 100% $362,316 $194,924 $89,667 $102,771 $231,943 $981,620 $485,670 $253,560 $548,432 $658,924 $369,806 $2,316,392 ($123,354) ($58,636) ($458,764) ($556,153) ($137,863) ($1,334,771)
1-Jul-24 1-Sep-25 102% $415,265 $223,559 $102,510 $118,177 $269,104 $1,128,614 $495,383 $258,631 $559,400 $672,102 $377,202 $2,362,719 ($80,119) ($35,073) ($456,890) ($553,926) ($108,098) ($1,234,105)
1-Jul-25 1-Sep-26 104% $470,029 $253,167 $115,879 $134,216 $307,586 $1,280,877 $505,291 $263,804 $570,588 $685,545 $384,746 $2,409,974 ($35,262) ($10,637) ($454,709) ($551,329) ($77,160) ($1,129,096)
1-Jul-26 1-Sep-27 106% $480,638 $258,775 $119,809 $138,972 $315,797 $1,313,991 $515,397 $269,080 $582,000 $699,255 $392,441 $2,458,173 ($34,759) ($10,305) ($462,191) ($560,283) ($76,644) ($1,144,182)
1-Jul-27 1-Sep-28 108% $493,499 $265,325 $127,188 $147,963 $327,263 $1,361,238 $525,705 $274,461 $593,640 $713,241 $400,290 $2,507,337 ($32,206) ($9,137) ($466,452) ($565,278) ($73,027) ($1,146,099)
1-Jul-28 1-Sep-29 110% $505,617 $271,598 $179,274 $210,230 $337,441 $1,504,160 $536,219 $279,951 $605,513 $727,505 $408,296 $2,557,483 ($30,602) ($8,353) ($426,239) ($517,276) ($70,855) ($1,053,324)
1-Jul-29 1-Sep-30 113% $517,618 $277,850 $232,499 $273,837 $347,276 $1,649,081 $546,943 $285,550 $617,623 $742,055 $416,462 $2,608,633 ($29,325) ($7,700) ($385,124) ($468,219) ($69,185) ($959,552)
1-Jul-30 1-Sep-31 115% $529,942 $284,261 $287,613 $339,701 $357,432 $1,798,947 $557,882 $291,261 $629,975 $756,897 $424,791 $2,660,806 ($27,941) ($7,000) ($342,363) ($417,196) ($67,359) ($861,858)
1-Jul-31 1-Sep-32 117% $542,601 $290,835 $344,656 $407,872 $367,925 $1,953,889 $569,040 $297,086 $642,575 $772,034 $433,287 $2,714,022 ($26,439) ($6,250) ($297,919) ($364,162) ($65,362) ($760,133)
1-Jul-32 1-Sep-33 120% $555,610 $297,581 $403,670 $478,402 $378,773 $2,114,037 $580,421 $303,028 $655,426 $787,475 $441,952 $2,768,302 ($24,810) ($5,447) ($251,756) ($309,073) ($63,179) ($654,266)
1-Jul-33 1-Sep-34 122% $1,895,953 $1,016,722 $1,783,092 $2,121,418 $2,122,352 $8,939,536 $592,029 $309,088 $668,535 $803,225 $450,791 $2,823,668 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 124% $1,934,449 $1,037,356 $1,819,255 $2,164,533 $2,166,034 $9,121,628 $603,870 $315,270 $681,906 $819,289 $459,807 $2,880,142 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 127% $1,973,715 $1,058,404 $1,856,142 $2,208,511 $2,210,589 $9,307,361 $615,947 $321,575 $695,544 $835,675 $469,003 $2,937,745 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 129% $2,013,767 $1,079,872 $1,893,766 $2,253,369 $2,256,035 $9,496,809 $628,266 $328,007 $709,455 $852,388 $478,383 $2,996,499 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 132% $2,054,619 $1,101,770 $1,932,143 $2,299,124 $2,302,390 $9,690,045 $640,831 $334,567 $723,644 $869,436 $487,951 $3,056,429 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 135% $2,096,289 $1,124,105 $1,971,287 $2,345,794 $2,349,672 $9,887,147 $653,648 $341,258 $738,117 $886,825 $497,710 $3,117,558 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 137% $2,138,792 $1,146,888 $2,011,215 $2,393,397 $2,397,900 $10,088,191 $666,721 $348,084 $752,879 $904,561 $507,664 $3,179,909 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 140% $2,182,145 $1,170,126 $2,051,941 $2,441,952 $2,447,092 $10,293,255 $680,055 $355,045 $767,937 $922,653 $517,818 $3,243,507 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 143% $2,226,365 $1,193,828 $2,093,481 $2,491,479 $2,497,268 $10,502,421 $693,656 $362,146 $783,295 $941,106 $528,174 $3,308,377 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 146% $2,271,469 $1,218,005 $2,135,852 $2,541,996 $2,548,448 $10,715,770 $707,529 $369,389 $798,961 $959,928 $538,738 $3,374,545 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 149% $2,317,476 $1,242,666 $2,179,071 $2,593,523 $2,600,651 $10,933,386 $721,680 $376,777 $814,940 $979,126 $549,512 $3,442,036 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 152% $2,364,402 $1,267,819 $2,223,154 $2,646,081 $2,653,898 $11,155,354 $736,114 $384,312 $831,239 $998,709 $560,503 $3,510,877 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 155% $2,412,268 $1,293,476 $2,268,118 $2,699,690 $2,708,211 $11,381,762 $750,836 $391,999 $847,864 $1,018,683 $571,713 $3,581,094 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 158% $2,461,090 $1,319,645 $2,313,982 $2,754,371 $2,763,609 $11,612,698 $765,853 $399,839 $864,821 $1,039,057 $583,147 $3,652,716 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 161% $2,510,889 $1,346,339 $2,360,764 $2,810,146 $2,820,116 $11,848,253 $781,170 $407,835 $882,118 $1,059,838 $594,810 $3,725,770 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 164% $2,561,684 $1,373,566 $2,408,481 $2,867,036 $2,877,752 $12,088,518 $796,793 $415,992 $899,760 $1,081,035 $606,706 $3,800,286 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 167% $2,613,495 $1,401,337 $2,457,152 $2,925,064 $2,936,542 $12,333,589 $812,729 $424,312 $917,755 $1,102,655 $618,840 $3,876,291 $0 $0 $0 $0 $0 $0
Total $42,901,999 $23,009,796 $37,761,660 $44,909,623 $45,899,099 $194,482,178 $18,622,688 $9,722,587 $21,029,235 $25,265,995 $14,179,961 $88,820,466 ($444,816) ($158,537) ($4,002,406) ($4,862,894) ($808,732) ($10,277,386)
MuniCap, Inc.
(a)
See Appendix G-10.a.
(b)
See Appendix G-10.b, multiplied by the rate of inflation shown. Base year represents year in which construction completion and delivery occurs.
G-43
C-304
APPENDIX G
Port Covington
(a)
Appendix G-11: Excess Special Tax Payment (BUR to Other Ownership)
Tax Bond Total Non-Owner Parcels BUR

Year Year Special Tax Special Tax Ceiling Special Taxes Excess Special Special Taxes
(b) (c) (d)
Beginning Ending Requirement Percentage Amount Before BUR Payment Tax Payment After BUR Payment
1-Jul-20 1-Sep-21 $0 25% $0 $0 ($0) $0
1-Jul-21 1-Sep-22 $0 25% $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 25% $0 $0 $0 $0
1-Jul-23 1-Sep-24 $5,087,230 25% $1,271,808 $2,887,065 ($1,615,257) $1,271,808
1-Jul-24 1-Sep-25 $4,995,846 25% $1,248,961 $2,832,219 ($1,583,257) $1,248,961
1-Jul-25 1-Sep-26 $4,911,238 25% $1,227,810 $2,781,062 ($1,553,253) $1,227,810
1-Jul-26 1-Sep-27 $4,931,691 25% $1,232,923 $2,788,779 ($1,555,856) $1,232,923
1-Jul-27 1-Sep-28 $4,159,261 25% $1,039,815 $2,331,542 ($1,291,727) $1,039,815
1-Jul-28 1-Sep-29 $3,896,540 25% $974,135 $2,179,321 ($1,205,187) $974,135
1-Jul-29 1-Sep-30 $3,834,828 25% $958,707 $2,140,690 ($1,181,983) $958,707
1-Jul-30 1-Sep-31 $3,764,453 25% $941,113 $2,097,085 ($1,155,972) $941,113
1-Jul-31 1-Sep-32 $3,694,459 25% $923,615 $2,053,619 ($1,130,005) $923,615
1-Jul-32 1-Sep-33 $3,617,167 25% $904,292 $2,005,949 ($1,101,657) $904,292
1-Jul-33 1-Sep-34 $0 25% $0 $0 $0 $0
Total $42,892,711 $10,723,178 $24,097,332 ($13,374,154) $10,723,178

MuniCap, Inc.
(a)
Excess Special Tax Payment based on arrangement BUR put in place to facilitate the payment of Excess Special Taxes on undeveloped parcels (24-06-1053-010B, 24-06-1053-010F, 24-06-1053-010G, 24-06-
1053-010H and 24-06-1053-010K)
(b)
See Appendix G-7.
(c)
Provided by BUR. Represents the maximum amount of the Special Tax Requirement Non-Owner Parcels will pay for the Special Tax Requirement on their undeveloped parcels.
(d)
See Appendix G-9.
G-44
C-305
APPENDIX G
Port Covington
Appendix G-12: Projected Special Tax Requirement After Leveling Payment and Excess Special Tax Payment
Tax Bond BUR Chp 1B Under Armour and Affiliates

Year Year Original Leveling Excess Special Special Tax Original Leveling Special Tax Original Excess Special Special Tax Distillery
(a) (b) (c) (a)
Beginning Ending Special Tax Payment Tax Payment Requirement Special Tax Payment(b) Requirement Special Tax
(a)
Tax Payment
(c)
Requirement SDH & RST Total
1-Jul-20 1-Sep-21 $0 $0 $0 $0 $0 $0 $0 $0 ($0) $0 $0 $0 $0
1-Jul-21 1-Sep-22 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-22 1-Sep-23 $0 $0 ($0) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-23 1-Sep-24 $2,036,871 ($1,334,771) $1,615,257 $2,317,357 $158,185 $1,334,771 $1,492,956 $2,887,065 ($1,615,257) $1,271,808 $2,170 $2,939 $5,087,230
1-Jul-24 1-Sep-25 $1,993,915 ($1,234,105) $1,583,257 $2,343,068 $164,228 $1,234,105 $1,398,333 $2,832,219 ($1,583,257) $1,248,961 $2,329 $3,154 $4,995,846
1-Jul-25 1-Sep-26 $1,954,007 ($1,129,096) $1,553,253 $2,378,164 $170,285 $1,129,096 $1,299,382 $2,781,062 ($1,553,253) $1,227,810 $2,499 $3,384 $4,911,238
1-Jul-26 1-Sep-27 $1,958,195 ($1,144,182) $1,555,856 $2,369,869 $178,544 $1,144,182 $1,322,726 $2,788,779 ($1,555,856) $1,232,923 $2,622 $3,551 $4,931,691
1-Jul-27 1-Sep-28 $1,623,291 ($1,146,099) $1,291,727 $1,768,919 $200,438 $1,146,099 $1,346,537 $2,331,542 ($1,291,727) $1,039,815 $0 $3,989 $4,159,261
1-Jul-28 1-Sep-29 $1,507,053 ($1,053,324) $1,205,187 $1,658,916 $210,166 $1,053,324 $1,263,489 $2,179,321 ($1,205,187) $974,135 $0 $0 $3,896,540
1-Jul-29 1-Sep-30 $1,477,072 ($959,552) $1,181,983 $1,699,503 $217,066 $959,552 $1,176,618 $2,140,690 ($1,181,983) $958,707 $0 $0 $3,834,828
1-Jul-30 1-Sep-31 $1,443,421 ($861,858) $1,155,972 $1,737,534 $223,947 $861,858 $1,085,805 $2,097,085 ($1,155,972) $941,113 $0 $0 $3,764,453
1-Jul-31 1-Sep-32 $1,410,044 ($760,133) $1,130,005 $1,779,916 $230,795 $760,133 $990,928 $2,053,619 ($1,130,005) $923,615 $0 $0 $3,694,459
1-Jul-32 1-Sep-33 $1,373,624 ($654,266) $1,101,657 $1,821,016 $237,593 $654,266 $891,859 $2,005,949 ($1,101,657) $904,292 $0 $0 $3,617,167
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total $16,777,493 ($10,277,386) $13,374,154 $19,874,261 $1,991,248 $10,277,386 $12,268,634 $24,097,332 ($13,374,154) $10,723,178 $9,621 $17,018 $42,892,711
MuniCap, Inc.
(a)
See Appendix G-9.
(b)
See Appendix G-10.c.
(c)
See Appendix G-11.
G-45
C-306
APPENDIX G
Port Covington
Appendix G-13: Projected Owner's Undeveloped Land Special Tax Account and BUR Special Tax Requirement
Tax Bond Owner's Undeveloped Land Special Tax Account(b) BUR Special
Year Year BUR Special Beginning Projected Special Eligible Ending Tax Requirement
(a)
Beginning Ending Tax Requirement Balance Tax Release Release Balance After Account Release
1-Jul-20 1-Sep-21 $0 $9,000,000 $0 $0 $9,000,000 $0
1-Jul-21 1-Sep-22 $0 $9,000,000 $0 $0 $9,000,000 $0
1-Jul-22 1-Sep-23 $0 $9,000,000 $0 $0 $9,000,000 $0
1-Jul-23 1-Sep-24 $2,317,357 $9,000,000 $0 ($1,350,000) $7,650,000 $967,357
1-Jul-24 1-Sep-25 $2,343,068 $7,650,000 $0 ($1,350,000) $6,300,000 $993,068
1-Jul-25 1-Sep-26 $2,378,164 $6,300,000 $0 ($1,350,000) $4,950,000 $1,028,164
1-Jul-26 1-Sep-27 $2,369,869 $4,950,000 $0 ($1,350,000) $3,600,000 $1,019,869
1-Jul-27 1-Sep-28 $1,768,919 $3,600,000 $0 ($1,350,000) $2,250,000 $418,919
1-Jul-28 1-Sep-29 $1,658,916 $2,250,000 $0 ($1,350,000) $900,000 $308,916
1-Jul-29 1-Sep-30 $1,699,503 $900,000 $0 ($900,000) $0 $799,503
1-Jul-30 1-Sep-31 $1,737,534 $0 $0 $0 $0 $1,737,534
1-Jul-31 1-Sep-32 $1,779,916 $0 $0 $0 $0 $1,779,916
1-Jul-32 1-Sep-33 $1,821,016 $0 $0 $0 $0 $1,821,016
1-Jul-33 1-Sep-34 $0 $0 $0 $0 $0 $0
1-Jul-34 1-Sep-35 $0 $0 $0 $0 $0 $0
1-Jul-35 1-Sep-36 $0 $0 $0 $0 $0 $0
1-Jul-36 1-Sep-37 $0 $0 $0 $0 $0 $0
1-Jul-37 1-Sep-38 $0 $0 $0 $0 $0 $0
1-Jul-38 1-Sep-39 $0 $0 $0 $0 $0 $0
1-Jul-39 1-Sep-40 $0 $0 $0 $0 $0 $0
1-Jul-40 1-Sep-41 $0 $0 $0 $0 $0 $0
1-Jul-41 1-Sep-42 $0 $0 $0 $0 $0 $0
1-Jul-42 1-Sep-43 $0 $0 $0 $0 $0 $0
1-Jul-43 1-Sep-44 $0 $0 $0 $0 $0 $0
1-Jul-44 1-Sep-45 $0 $0 $0 $0 $0 $0
1-Jul-45 1-Sep-46 $0 $0 $0 $0 $0 $0
1-Jul-46 1-Sep-47 $0 $0 $0 $0 $0 $0
1-Jul-47 1-Sep-48 $0 $0 $0 $0 $0 $0
1-Jul-48 1-Sep-49 $0 $0 $0 $0 $0 $0
1-Jul-49 1-Sep-50 $0 $0 $0 $0 $0 $0
Total $19,874,261 $0 ($9,000,000) $10,874,261

MuniCap, Inc.
(a)
See Appendix G-12.
(b)
According to the Special Tax Pledge Agreement, Section 6, the Developer will make a deposit into the Account held by the Deposit Bank in the amount of $9,000,000. On or before September 30 of each year commencing on
September 30, 2023, the City shall direct the Administrator to calculate the total amount of Special Taxes on undeveloped parcels that are projected to be collected from the Pledgor’s Properties (the “Projected Special Taxes”).If the
Administrator concludes that the amount of funds in the Account exceed the Projected Special Taxes and the City determines that no Special Tax in the District is due and owing, the City shall direct the Deposit Bank to release an
amount equal to the difference between the balance in the Account minus the Projected Special Taxes; provided, however, that the minimum amount of any release shall be $100,000 (an “Administrator’s Release Determination”). To the
extent the Projected Special Taxes are equal to or less than $250,000, the City shall direct the Deposit Bank to release to the Pledgor the remainder of the Collateral to the Pledgor. In addition for Fiscal Years subsequent to the Fiscal Year
in which the last to occur of the following events: (i) the Series 2020 Project, as defined in the Funding Agreement, is deemed completed under the terms of the Funding Agreement (ii) the Chapter 1B Development, as defined in the
Funding Agreement, is deemed completed under the terms of the Funding Agreement or (iii) the end of the Capitalized Interest Period described in the Indenture referenced in the Funding Agreement, unless the Release event described
in either Section 6.1 or Section 6.2(c) occurs, 15% of the Original Deposit shall be eligible for Release each Fiscal Year, as directed by Pledgor. Such Release shall occur upon confirmation that the Special Taxes, if any, on the Pledgor’s
Properties for such Fiscal Year have been paid.
G-46
C-307
APPENDIX D
PORT COVINGTON SPECIAL TAXING DISTRICT

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
Council Bill 16-0671
Exhibit 3
2 Rate and Method of Apportionment of the Special Taxes
3 CITY OF BALTIMORE, MARYLAND

4 PORT COVINGTON SPECIAL TAXING DISTRICT
5 RATEANDMETHODOFAPPOR TI ONMENT
6 OF SPECIAL TAXES
7 A Special Tax is hereby levied and shall be collected in the City's Port Covington Special Taxing
8 District (the "District") each Fiscal Year, beginning with the Commencement Date and
9 continuing until the Termination Date, in an amount equal to the Maximum Special Tax as
10 determined through the application of the procedures described below. All of the real and
11 personal property in the District, unless exempted by law or by the provisions hereof, shall be
12 taxed for the purposes, to the extent and in the manner herein provided.
13 A. DEFINITIONS
14 The terms used herein shall have the following meanings:
15 "Act" means Article II, Section (62A) of the Baltimore City Charter, as amended from time to
16 time.
17 "Adjusted Maximum Special Tax" means the Special Tax determined in accordance with
18 Section B.3.
19 "Administrative Expenses" means any or all of the following: the fees and expenses of any
20 fiscal agent, trustee, or Administrator to administer the District in connection with any Bonds;
21 the expenses of the City and Conduit Issuer in carrying out its respective duties under the
22 Indenture of Trust, including, but not limited to, levying and collecting the Special Tax and
23 complying with arbitrage rebate requirements and obligated persons disclosure requirements
24 associated with applicable federal and state securities law, including the costs of any employees
25 and fees of any professionals retained to provide services for such purposes; and all other costs
26 and expenses incurred in connection with the discharge of duties under the Indenture of Trust, as
27 applicable, including legal expenses associated with such duties in any way related to the
28 administration of the District.
29 "Administrator" means the entity designated by the City through its Authorized Officer for
30 purposes of estimating the annual Special Tax Requirement and the Special Tax to be collected
31 each Fiscal Year and for providing other services as required herein or by the Indenture of Trust.
32 "Affordable Rental Residential Property" means Rental Residential Property with rents
33 restricted based on the income of the residents and that qualifies as affordable units under a
34 Federal or state affordable housing program.
35 "Authorized Officer" means the official of the City designated as an authorized officer under
36 any Indenture of Trust.
dlr16-1484-3rd/lSSep16
SpecTaxDist/cb 16-0671-Jrd/nbr
D-1
1 "Bonds" means any bonds or other debt, including refunding bonds, whether in one or more
2 series, issued for the District by the City or Conduit Issuer pursuant to the Act.
3 "Building Square Footage" or "BSF" means the actual, or for property not yet developed, the
4 estimated, enclosed heated building area, excluding area within a parking garage, that is as
5 shown on the building permit, architectural plans or other available documents, as reasonably
6 estimated by the Administrator. If no actual source is available to the Administrator for
7 determining Building Square Footage, the Administrator may estimate such number using the
8 Parcel land area and a reasonable density ratio.
9 "City" means the Mayor and City Council of Baltimore, Maryland.
10 "Commencement Date" means the first Fiscal Year in which Special Taxes are levied and may
11 be collected, which shall be the first Fiscal Year after the issuance of the Bonds.
12 "Commercial Property" means any Taxable Property not classified as Residential Property.
13 "Conduit Issuer" means any entity or organization authorized by the Act that issues the Bonds
14 on behalf of the City.
15 "Date of Classification" means the date each year determined by the Administrator to classify
16 property for purposes of determining the Special Tax for each Parcel.
17 "Developed Property" means Parcels of Taxable Property for which a building permit has been
18 issued that allows the construction or rehabilitation of a structure.
19 "District" means the Port Covington Special Taxing District created by the City.
20 "Fiscal Year" means the period starting any July 1 and ending on the following June 30.
21 "For Sale Residential Property" means Residential Property not classified as Rental
22 Residential Property.
23 "Hotel Property" means Commercial Property used or intended for use as hotel facilities,
24 including any ancillary uses thereto.
25 "Indenture of Trust" means the indenture of trust relating to the Bonds, as modified, amended
26 or supplemented from time to time.
27 "Mandatory Prepayment of Special Taxes" means the required prepayment of Special Taxes
28 pursuant to Section K.
29 "Manufacturing Property" means any Commercial Property not classified as Retail Property,
30 Office Property, Hotel Property, or Parking Property.
31 "Market Rental Residential Property" means any market priced Rental Residential Property
32 and other Rental Residential Property not classified as Affordable Rental Residential Property.
33 "Maximum Special Tax" means the Special Tax determined in accordance with Section B.
dlr16-1484-3rd/15Sepl6
SpecTaxDist/cbl6-0671-3rd/nbr
D-2
1 "Maximum Special Tax Rates" mean the rates shown in Table A increased each year as
2 provided for in Section B.1. as reduced pursuant to Section G.
3 "Net Land Area" means the estimated area of Taxable Property of a Parcel on which buildings,
4 parking, or related improvements may be constructed, taking into consideration the development
5 legally permissible, the proposed or planned development, and existing or proposed Public
6 Property, exclusive use easements, and other areas on which development may not occur.
7 "Office Property" means any Commercial Property used or intended for use primarily as office
8 facilities, including any ancillary uses thereto, and not classified as Retail Property or Hotel
9 Property.
10 "Owner Association Property" means, for any Fiscal Year, any real property within the
11 boundaries of the District that is owned by or irrevocably offered for dedication to a property
12 owner's association and available for use in common by property owners.
13 "Parcel" means a lot or parcel of real property within the District with a parcel number assigned
14 by the Supervisor or property otherwise designated as a parcel by an Authorized Officer.
15 "Parking Property" means Parcels of Commercial Property the primary use of which is
16 parking, including any ancillary uses thereto.
17 "Proportionately" means that the ratio of the Special Tax to be collected as a percentage of the
18 Adjusted Maximum Special Tax is equal for each Parcel (excluding those Parcels for which the
19 Adjusted Maximum Special Tax is zero).
20 "Public Property" means property within the boundaries of the District owned by, or
21 irrevocably offered for dedication (in a plat map approved by the City or otherwise) to the federal
22 government, the State of Maryland, the City, any Conduit Issuer or other public agency, or
23 easements for the exclusive use of a public utility provider and that is exempt from taxes;
24 provided, however, that exclusive use utility easements and real property that has been
25 irrevocably dedicated includes only those parcels for which a copy of the easement or offer has
26 been provided to the Administrator. Public Property does not include property that would
27 otherwise be Public Property if the owner consents in a form acceptable to the City to being
28 subject to Special Taxes.
29 "Rental Residential Property" means Residential Property that consists of or is intended to

30 consist of rental apartment units wherein all units in a project are under common ownership and
31 management, including any ancillary uses thereto.
32 "Required Maximum Special Tax" means the required Maximum Special Tax, if any, as
33 provided for in the Indenture of Trust.
34 "Residential Property" means Parcels of Taxable Property for which a building permit has been
35 or is expected to be issued for purposes of constructing a residential dwelling unit(s).
36 "Retail Property" means any Commercial Property used or intended for use primarily for
37 selling goods or services to the general public, not classified as Hotel Property, including any
38 ancillary uses thereto.
dlrl 6-1484-Jrdl I 5Sep16

SpecTaxDist/cb 16-0671-Jrdlnbr
D-3
1 "Special Tax" means the Special Tax that has been levied each year by the City on Taxable
2 Property.
3 "Special Tax Credit" means, for any Fiscal Year, Tax Increment Revenues related to the Parcel
4 available to apply as a Special Tax Credit pursuant to the Indenture of Trust and included in the
5 Special Tax Requirement for that Fiscal Year. For purposes of calculating the Tax Increment
6 Revenues for each Parcel, the base year value shall be allocated to each Parcel on the basis of the
7 acreage of each Parcel.
8 "Special Tax Requirement" has the meaning given to it in Section C.1.
9 "Supervisor" means the Supervisor of Assessments for the City.
10 "Tax Agreement Revenues" means payments in-lieu of property taxes or similar payments paid
11 by any Parcel and available to apply to the Special Tax Requirement.
12 "Tax Increment Fund" means the account of such name established for the District pursuant to
13 an ordinance enacted by the City.
14 "Tax Increment Revenues" means the amounts paid or to be paid into the Tax Increment Fund
15 each year by the City that are available to be applied as a Special Tax Credit pursuant to the
16 Indenture of Trust.
17 "Taxable Property" means any Parcel that is not Public Property or Owner Association
18 Property.
19 "Termination Date" means the last Fiscal Year in which Special Taxes will have been levied
20 and may be collected as provided for in Section F.
21 "Trustee" means the trustee appointed by the City or Conduit Issuer for the District to carry out
22 the duties of the trustee specified in the Indenture of Trust.
23 "Undeveloped Property" means Parcels of Taxable Property not classified as Developed

24 Property.
25 B. SPECIAL TAX LEVY
26 1. Developed Property.
27 The Maximum Special Tax for the 2017-2018 Fiscal Year for each Parcel of Developed Property
28 shall be equal to the product of the number of residential dwelling units, Building Square
29 Footage, rooms, or spaces to be built on such Parcel and the Maximum Special Tax Rate for the
30 applicable class of property shown in Table A.
dlr16-1484-3rd/15Sepl6
D-4
1 TABLE A
2 Developed Property
3 Maximum Special Tax Rates
4 2017-2018 Fiscal Year
5 Land Use Class Maximum Special Tax Rate

6 Market Rental Residential Property $3,130 Per dwelling unit
7 Affordable Rental Residential Property $1,187 Per dwelling unit
8 For Sale Residential Property $3,597 Per dwelling unit
9 Retail Property $3,526 Per 1,000 BSF
IO Office Property $3,813 Per 1,000 BSF
11 Manufacturing Property $324 Per 1,000 BSF
12 Hotel Property $3,094 Per room
13 Parking; Property $180 Per space
14 On each July 1, commencing July 1, 2018, the Maximum Special Tax Rates shown in Table A
15 shall be increased to 102 percent of the respective Maximum Special Tax Rate in effect in the
16 previous Fiscal Year.
17 The computation of the number of dwelling units, BSF, rooms, or spaces for each Parcel shall be
18 based on the information available regarding the use of the Parcel, which may include acreage
19 and reasonable density ratios, and such computation shall be conclusive as long as there is a
20 reasonable basis for such determination.
21 2. Undeveloped Property.
22 The Maximum Special Tax for any Fiscal Year for each Parcel classified as Undeveloped
23 Property shall be determined by the following formula:
25 Where the terms have the following meaning:
A The Maximum Special Tax for a Parcel of Undeveloped Property

B = The Special Tax Requirement
C = The Special Taxes levied on Developed Property
D = The Net Land Area of the Parcel for which the Special Tax is being calculated
E = The Net Land Area of all of the Parcels of Undeveloped Property
31 3. Adjusted Maximum Special Tax.
32 The Adjusted Maximum Special Tax for each Parcel shall be equal to the lesser of (but not less
33 than zero) (i) the Maximum Special Tax for the Parcel and (ii) the amount calculated by the
34 following formula:
35 A=B-C
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1 A = The Adjusted Maximum Special Tax for a Parcel

2 B = The Maximum Special Tax for the Parcel
3 C = The Special Tax Credit for the Parcel
4 The Special Tax Credit applied to all Parcels shall not exceed the Tax Increment Revenues and
5 Tax Agreement Revenues applied to the Special Tax Requirement as provided for in Section C. l.
6 4. Personal Property.
7 The special tax rate on personal property shall be zero.
8 C. COLLECTION OF SPECIAL TAXES
9 Special Taxes shall be collected each Fiscal Year from each Parcel of Taxable Property in an
10 amount calculated pursuant to the provisions of this section.
11 1. Special Tax Requirement.
12 The Special Tax Requirement for any Fiscal Year shall be estimated by the Administrator and
13 confirmed by an Authorized Officer and shall be an amount equal to (A) the amount required in
14 such Fiscal Year to pay: (1) debt service and other periodic costs (including deposits to any
15 sinking funds) on the Bonds to be paid from the Special Taxes collected in such Fiscal Year, (2)
16 Administrative Expenses to be incurred in the Fiscal Year or incurred in any previous Fiscal Year
17 and not paid by the District, (3) any amount required to replenish any reserve fund established in
18 association with any Bonds and (4) an amount equal to the estimated delinquencies expected in
19 payment of the Special Tax or other contingencies as deemed appropriate, and (5) the costs of
20 remarketing, credit enhancement, bond insurance, and liquidity facility fees (including such fees
21 for instruments that serve as the basis of a reserve fund related to any indebtedness in lieu of
22 cash), (6) applicable fees to be paid to any issuer of Bonds less (B) (1) Tax Increment Revenues
23 and any Tax Agreement Revenues available to apply to the Special Tax Requirement for that
24 Fiscal Year, (2) any credits available pursuant to the Indenture of Trust, such as capitalized
25 interest, reserves, and investment earnings on any account balances, and (3) any other revenues
26 available to apply to the Special Tax Requirement.
27 2. Assignment to Land Use Classes.
28 For each Fiscal Year, property shall be classified as Public Property, Owner Association
29 Property, or Taxable Property, and Taxable Property shall be further classified as Developed
30 Property or Undeveloped Property. Developed Property shall be classified as Commercial
31 Property or Residential Property. Commercial Property shall be classified as Retail Property,
32 Office Property, Manufacturing Property, Hotel Property, or Parking Property. Residential
33 Property shall be classified as Market Rental Residential Property, Affordable Rental Residential
34 Property, or For Sale Residential Property. The classification of property shall be made on the
35 basis of the land use class that most nearly matches the property being classified. The
36 classification of property shall be made based on the status of each Parcel as of the Date of
37 Classification.
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1 3. Determination of Special Taxes to be Collected.
2 Commencing with the Commencement Date and for each following Fiscal Year through the
3 Termination Date, the Special Tax shall be collected as provided below.
4 First: The Special Tax shall be collected Proportionately from Undeveloped Property up to 100
5 percent of the Adjusted Maximum Special Tax for such Parcel to the extent necessary to fund the
6 Special Tax Requirement.
7 Second: If additional monies are needed to fund the Special Tax Requirement after the first step
8 has been completed, the Special Tax shall be collected Proportionately from Developed Property
9 up to 100 percent of the Adjusted Maximum Special Tax for such Parcel, to the extent necessary
IO to fund the Special Tax Requirement.
11 The Administrator shall provide an estimate to the City of the amount of the Special Tax to be
12 collected from each Parcel in conformance with the provisions of this section.
13 4. Circumstances Under Which the Special Tax May be Increased as a Result of a Default.
14 The Maximum Special Tax levied on any Parcel may not be increased regardless of the default in
15 the collection of the Special Tax from any other Parcel. The Special Tax to be collected from a
16 Parcel may be increased as a result of a default in the payment of the Special Tax on another
17 Parcel pursuant to the provisions of Sections C.1. and C.2. If the Special Tax to be collected from
18 a Parcel pursuant to the provisions of Sections C.1. and C.2. is less than the Adjusted Maximum
19 Special Tax for such Parcel, the Special Tax may be increased up to the Adjusted Maximum
20 Special Tax as a result of a default in the payment of the Special Tax to be collected from another
21 Parcel. The Special Tax to be collected from a Parcel may not exceed the Adjusted Maximum
22 Special Tax regardless of a default in the payment of Special Taxes by any other Parcel.
23 D. EXEMPTIONS
24 A Special Tax is not levied on and shall not be collected from Public Property, Owner
25 Association Property, or easements for the exclusive use of a public utility provider.
26 E. MANNER OF COLLECTION
27 The Special Tax shall be collected and secured in the same manner as, and be subject to the same
28 penalties and the same procedure, sale, and lien priority in case of delinquency as is provided for,
29 general ad valorem taxes; provided, however, the Special Tax may be collected at a different
30 time or in a different manner as determined by an Authorized Officer, provided that such time or
31 manner is not inconsistent with the provisions of the Act and an Indenture of Trust.
32 F. TERMINATION OF SPECIAL TAX
33 Except for any delinquent Special Taxes and related penalties and interest, Special Taxes shall
34 not be collected from any Parcel after the earlier of (i) the repayment or defeasance of all Bonds
35 issued or to be issued and (ii) such time provided for by the Indenture of Trust.
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G. REDUCTION IN THE MAXIMUM SPECIAL TAX RATE
2 The Maximum Special Tax Rates may be reduced by an Authorized Officer once all of the Bonds
3 are issued or, for property already developed, at the time additional Bonds are issued, to reflect
4 the actual debt service on the Bonds such that the Maximum Special Tax that may be collected
5 from all Parcels of Developed Property at the expected build-out of the District will provide the
6 minimum coverage required by the Indenture of Trust. The Maximum Special Tax Rates on
7 property already developed at the time additional bonds are issued may be reduced to equal the
8 expected Tax Increment Revenues from the Parcels divided by the required debt service coverage
9 from those revenues.
10 H. SPECIAL TAX APPEALS
11 Any property owner claiming that the amount or application of the Special Tax is not correct and
12 requesting a refund may file a written notice of appeal and refund to that effect with an
13 Authorized Officer not later than one calendar year after the due date (i.e., July 1) for the Special
14 Tax that is disputed. Such appeal may not affect the due date of the payment of the Special Tax.
15 The Authorized Officer shall promptly review all information supplied by the appellant in
16 support of the appeal and, if necessary, meet with the property owner, and decide the appeal. If
17 the decision of the Authorized Officer requires the Special Tax to be modified or changed in
18 favor of the property owner, a cash refund shall not be made (except for the last year of levy or
19 unless sufficient funds will otherwise be available to meet the Special Tax Requirement), but an
20 adjustment shall be made to the next Special Tax levy on that Parcel. The decision of the
21 Authorized Officer may be appealed to the Deputy Director, Finance, who shall hold a hearing on
22 the appeal and consider any written or oral evidence presented by appellant. This procedure shall
23 be exclusive and its exhaustion by any property owner shall be a condition precedent to any other
24 appeal or legal action by such owner.
25 I. PREPAYMENT OF SPECIAL TAXES
26 The Special Tax for any Parcel may be prepaid and the obligation to pay the Special Tax for the
27 Parcel permanently satisfied as provided for herein. The Special Tax to be prepaid for Parcels of
28 Undeveloped Property shall be calculated as if the Parcels were Developed Property.
29 The Special Tax prepayment amount shall be equal to the following: (a) the sum of the
30 following: (i) Principal, (ii) Premium, (iii) Defeasance, and (iv) Fees, (b) less the Reserve Fund
31 Credit, if any, plus any delinquent Special Tax on such Parcel, including any applicable penalties
32 and related costs, where the terms have the following meanings:
33 Principal means a portion of the principal of the Bonds equal to (i) the Maximum Special Tax
34 for the Parcel for which the Special Tax is being prepaid for the Fiscal Year in which such
35 prepayment is made divided by (ii) the Maximum Special Tax for all Taxable Property in the
36 District upon full development of the District using the Maximum Special Tax Rates for the
37 Fiscal Year in which such prepayment is made with the result multiplied by (iii) the total Bonds
38 outstanding after application of the Special Tax collected in the corresponding Fiscal Year plus
39 any additional Bonds authorized to be issued.
40 Premium means an amount equal to the Principal multiplied by the applicable redemption
41 premium, if any, for the Bonds to be redeemed on the earliest date on which such Bonds are to be
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I redeemed, as provided for in the Indenture of Trust. There shall be no Premium if the prepayment
2 is made prior to the issuance of any Bonds.
3 Defeasance means the amount needed to pay interest on the Principal until the date on which the
4 Bonds are to be redeemed, less (a) the amount that is projected to be received by the Trustee
5 from the reinvestment of the Special Tax prepayment until such Bonds are redeemed from the
6 prepayment and (b) the Special Tax paid prior to the prepayment that will be applied to the
7 interest on or principal of the Bonds that is included in the calculation of the Principal or
8 Defeasance.
9 Fees means Administrative Expenses associated with the prepayment, including but not limited
IO to the calculation of the prepayment, the costs of redeeming the Bonds (including, but not limited
II to, any costs associated with effectuating a defeasance in accordance with the Indenture of Trust),
12 and the costs of recording or publishing any notices related to the prepayment and the redemption
I3 of the Bonds.
14 Reserve Fund Credit means any corresponding reduction in funds required to be on deposit in
I5 any reserve fund securing Bonds being redeemed, as provided for in the applicable Indenture of
16 Trust.
I7 The sum of the amounts calculated herein shall be paid to the City or the Trustee in accordance
I8 with the Indenture of Trust and shall be used to pay and redeem the Bonds in accordance with the
I9 Indenture of Trust and to pay the Administrative Expenses associated with the prepayment.
20 Upon the payment of such prepayment amount to the City or the Trustee, the obligation to pay
2I the Special Tax for such Parcel shall be deemed to be permanently satisfied, and the Special Tax
22 shall not be collected thereafter from such Parcel.
23 J. PARTIAL PREPAYMENT OF THE SPECIAL TAX
24 The Special Tax for any Parcel may be partially prepaid in an amount convenient to call Bonds as
25 determined by the Authorized Officer and that portion of the Special Tax obligation permanently
26 satisfied. The amount of the prepayment shall be calculated as in Section I; except, however, the
27 principal portion shall be calculated according to the following formula:
28 A=B x C
30 A= The principal portion of the partial prepayment

31 B= The principal portion of the prepayment calculated according to Section I
32 C= The percent by which the Special Tax is to be partially prepaid
33 With respect to any Parcel for which the Special Tax is partially prepaid, the City shall (i)
34 distribute the funds remitted to it according to the applicable Indenture of Trust, and (ii) indicate
35 in the records of the District that there has been a partial prepayment of the Special Tax and that
36 this portion of the Special Tax shall not be collected thereafter from these Parcels. Following a
37 partial prepayment of the Special Tax with respect to any Parcels, the outstanding percentage of
38 the Special Tax shall continue to be collected from such Parcels.
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1 K. MANDATORY PREPAYMENT OF SPECIAL TAXES
2 A Mandatory Prepayment of Special Taxes shall be required for any Parcel of Taxable Property if
3 the Maximum Special Tax for that Parcel is less than the Required Maximum Special Tax as a
4 result of a change in the development of that Parcel. A change in development shall include, but
5 not be limited to, a change in classification of Taxable Property to Public Property or Owner
6 Association Property as a result of a sale or other disposition of all or a portion of the Parcel or
7 any condemnation or agreement with a public authority or owners association in the nature of or
8 in lieu of condemnation. The Maximum Special Tax for the Parcel shall be calculated based on
9 the Maximum Special Tax Rates and the development that is to occur on such Parcel and in
10 accordance with the Indenture of Trust.
11 The Mandatory Prepayment of Special Taxes shall be calculated as set forth in Section I;
12 however, "Principal" shall be calculated as provided for in the Indenture of Trust.
13 The Mandatory Prepayment of Special Taxes shall be paid to the City or the Trustee and in
14 accordance with the Indenture of Trust and shall be used to pay and redeem the Bonds in
15 accordance with the Indenture of Trust and to pay the Administrative Expenses associated with
16 the Mandatory Prepayment of Special Taxes.
17 The Mandatory Prepayment of Special Taxes shall be due prior to the recordation, conveyance,
18 or other action that results in a change to any Parcel resulting in a Mandatory Prepayment of
19 Special Taxes. In the event the Mandatory Prepayment of Special Taxes is not paid prior to the
20 change in any Parcel, the total Mandatory Prepayment of Special Taxes may be collected from
21 any and all of the resulting Parcels, including any Parcel to which such change relates that is not
22 redesignated in connection with the change. The Mandatory Prepayment of Special Taxes shall
23 have the same sale and lien priorities as provided for by law for Special Taxes.
24 The Mandatory Prepayment of Special Taxes shall not exceed the amount required to provide for
25 the payment or redemption of the principal amount of the outstanding Bonds plus the other
26 amounts set forth in this section.
27 L. ELIMINATION OF THE MANDATORY PREPAYMENT OF SPECIAL TAXES
28 The Mandatory Prepayment of Special Taxes may be terminated by an Authorized Officer

29 provided that at the time of such termination there are no Bonds outstanding that are subject to
30 mandatory prepayment upon a change in a Parcel pursuant to the Indenture of Trust. Such
31 Authorized Officer shall make such termination in writing and a copy of any such termination
32 shall be provided to the Conduit Issuer, the Administrator and the Trustee.
33 M. AMENDMENTS
34 Immaterial amendments may be made to this Rate and Method of Apportionment of Special
35 Taxes by the Authorized Officer and, to the maximum extent permitted by the Act, such
36 amendments may be made without further notice under the Act and without notice to owners of
37 Taxable Property within the District in order to (i) clarify or correct minor inconsistencies in the
38 matters set forth herein, (ii) provide for lawful procedures for the collection and enforcement of
39 the Special Tax so as to assure the efficient collection of the Special Tax for the benefit of the
40 owners of the Bonds, and (iii) otherwise improve the ability of the City to fulfill its obligations to
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1 levy and collect the Special Tax and to make it available for the payment of the Bonds and
2 Administrative Expenses. Any such amendment may not increase the Maximum Special Tax.
3 N. INTERPRETATION OF PROVISIONS
4 The Authorized Officer shall make all interpretations and determinations related to the
5 application of this Rate and Method of Apportionment of Special Taxes, unless stated otherwise
6 herein or in the Indenture of Trust, and as long as there is a rational basis for the determination
7 made by the City, such determination shall be conclusive. All terms and provisions herein shall
8 be liberally construed to effectuate the purposes set forth herein.
9 0. SEVERABILITY
10 If any section or part of a section of this Rate and Method of Apportionment of Special Taxes is
11 declared invalid or unenforceable, the validity, force, and effect of any other section or part of a
12 section herein shall not thereby be affected or impaired unless such other section or part of a
13 section herein is wholly or necessarily dependent upon the section or part of a section so held to
14 be invalid or unenforceable.
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APPENDIX E
PROPOSED FORM OF INDENTURE OF TRUST

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION ................................................................... 4
Section 1.01. Definitions ................................................................................................................. 4
Section 1.02. Rules of Construction .............................................................................................. 13
ARTICLE II AUTHORIZATION AND DETAILS OF THE BONDS; ADDITIONAL BONDS .................... 14
Section 2.01. Bonds Authorized .................................................................................................... 14
INDENTURE OF TRUST
Section 2.02. Details of Bonds; Form of Bonds ............................................................................ 14
Section 2.03. Conditions Precedent to Delivery of the Series 2020 Bonds ................................... 16
by and between
Section 2.04. Authorization of Additional Bonds; Conditions Precedent to Delivery of
Additional Bonds ..................................................................................................... 19
MARYLAND ECONOMIC DEVELOPMENT CORPORATION Section 2.05. Execution and Authentication.................................................................................. 20
Section 2.06. Registration and Exchange of Bonds ....................................................................... 20
and
Section 2.07. Bonds Mutilated, Destroyed, Lost or Stolen............................................................ 21
MANUFACTURERS AND TRADERS TRUST COMPANY
Section 2.08. Cancellation and Disposition of Bonds ................................................................... 21
as Trustee Section 2.09. Book Entry of Bonds ............................................................................................... 22
Section 2.10. No Acceleration ....................................................................................................... 22
ARTICLE III REDEMPTION OF BONDS ........................................................................................................ 22
Dated as of December 1, 2020
Section 3.01. Series 2020 Bonds Subject to Redemption .............................................................. 22
Section 3.02. Selection of Bonds to Be Redeemed........................................................................ 25
Section 3.03. Notice of Redemption .............................................................................................. 25
$137,485,000
MARYLAND ECONOMIC DEVELOPMENT CORPORATION Section 3.04. Redemption of Portion of Bond ............................................................................... 26
(PORT COVINGTON PROJECT) Section 3.05. Redemption of Additional Bonds ............................................................................ 26
SERIES 2020 ARTICLE IV FUNDS AND ACCOUNTS ......................................................................................................... 26
Section 4.01. Creation of Funds and Accounts.............................................................................. 26
Section 4.02. Deposit of Bond Proceeds ....................................................................................... 27
Section 4.03. Costs of Issuance Fund ............................................................................................ 28
Section 4.04. Improvement Fund .................................................................................................. 28
Section 4.05. Debt Service Fund ................................................................................................... 29
Section 4.06. Reserve Fund ........................................................................................................... 30
Section 4.07. Pledged Revenues Fund; Tax Increment Account; Special Tax Account ............... 31
Section 4.08. Administrative Expense Fund.................................................................................. 32
Section 4.09. Investments .............................................................................................................. 32
Section 4.10. Priority of Payments Following Default .................................................................. 33
Section 4.11. Application of Funds for Retirement of Bonds........................................................ 34
Section 4.12. Unclaimed Moneys .................................................................................................. 34
ARTICLE V COVENANTS OF THE ISSUER ................................................................................................. 35
Section 5.01. Punctual Payment .................................................................................................... 35
Section 5.02. Bonds Constitute Special Obligations ..................................................................... 35
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Section 5.03. [Reserved]................................................................................................................ 35 ARTICLE VIII DEFEASANCE............................................................................................................................. 46
Section 5.04. Encumbrances.......................................................................................................... 35 Section 8.01. Defeasance............................................................................................................... 46
Section 5.05. Books and Records .................................................................................................. 35 ARTICLE IX MISCELLANEOUS ..................................................................................................................... 47
Section 5.06. [Reserved]................................................................................................................ 36 Section 9.01. Issuer’s Annual Fee ................................................................................................. 47
Section 5.07. Protection of Security and Rights of Bondholders; Further Assurances.................. 36 Section 9.02. Officials of Issuer and Others Not Liable; No Recourse ......................................... 47
Section 5.08. Bonds Not to be Arbitrage Bonds; Rebate Fund .................................................... 36 Section 9.03. Authorized Officer of City; Liability of City ........................................................... 48
Section 5.09. Extension of Time for Payment ............................................................................... 37 Section 9.04. Benefits of Indenture Limited to Parties .................................................................. 48
Section 5.10. Funding Agreement ................................................................................................. 37 Section 9.05. Execution of Documents and Proof of Ownership of Bonds ................................... 49
Section 5.11 Amendment of Project……………………………………………………..38 Section 9.06. Restrictions upon Action by Individual Holders ..................................................... 49
Section 9.07. Moneys and Funds Held for Particular Bonds ......................................................... 49
ARTICLE VI THE TRUSTEE; THE ADMINISTRATOR................................................................................. 38
Section 9.08. Issuer Not Responsible for Insurance, Taxes, Execution of Indenture or
Section 6.01. Trustee as Trustee and Paying Agent ...................................................................... 38
Application of Moneys Applied in Accordance with this Indenture ....................... 50
Section 6.02. Trustee Entitled to Indemnity .................................................................................. 38
Section 9.09. Notices to and Demands on Issuer, City, Trustee, and Administrator ..................... 50
Section 6.03. Responsibilities of the Trustee................................................................................. 39
Section 9.10. Partial Invalidity ...................................................................................................... 51
Section 6.04. Property Held in Trust ............................................................................................. 39
Section 9.11. Applicable Law ....................................................................................................... 51
Section 6.05. Trustee Protected in Relying on Certain Documents ............................................... 39
Section 9.12. Conflict with Acts.................................................................................................... 51
Section 6.06. Compensation .......................................................................................................... 40
Section 9.13. Payment or Performance on Business Days ............................................................ 51
Section 6.07. Permitted Acts ......................................................................................................... 40
Section 9.14. Intention as to Seal and Contract ............................................................................. 52
Section 6.08. Resignation of Trustee ............................................................................................. 40
Section 9.15. Counterparts ............................................................................................................ 52
Section 6.09. Removal of Trustee ................................................................................................. 40
Section 9.16. Waiver of Jury Trial ................................................................................................ 52
Section 6.10. Successor Trustee .................................................................................................... 41
Section 6.11. Transfer of Rights and Property to Successor Trustee............................................. 41 EXHIBIT A Form of Series 2020 Bond
EXHIBIT B Form of Requisition for Payment From Series 2020 Costs of Issuance Fund
Section 6.12. Merger, Conversion or Consolidation of Trustee .................................................... 41
EXHIBIT C Form of Requisition for Payment From Project Account
Section 6.13. Trustee to File Continuation Statements .................................................................. 42
Section 6.14. Construction of Indenture ........................................................................................ 42
Section 6.15. The Administrator.................................................................................................... 42
Section 6.16. Duties of Administrator ........................................................................................... 42
Section 6.17. Qualifications, Resignation, Removal and Appointment of Successor
Administrator ........................................................................................................... 43
Section 6.18. Rights of Administrator .......................................................................................... 43
Section 6.19. Additional Provisions Regarding the Trustee .......................................................... 43
ARTICLE VII MODIFICATION OR AMENDMENT OF INDENTURE .......................................................... 44
Section 7.01. Modification or Amendment without Consent ........................................................ 44
Section 7.02. Supplemental Indentures Requiring Consent of Bondholders ................................. 45
Section 7.03. Notation on Bonds ................................................................................................... 45
Section 7.04. Amendments to Ordinances..................................................................................... 45
Section 7.05. Bond Counsel Opinion Required ............................................................................. 46
Section 7.06. Deemed Consent ...................................................................................................... 46
ii iii
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INDENTURE OF TRUST a special tax (the “Special Taxes”) on all real property in the Special Taxing District, unless exempted thereby or
otherwise by law, for the purposes, to the extent and in the manner set forth in the Rate and Method; and
THIS INDENTURE OF TRUST (the “Indenture”) dated as of December 1, 2020, is by and between (iv) directed the Director of Finance to deposit all Special Taxes levied and collected in the Special Taxing District
MARYLAND ECONOMIC DEVELOPMENT CORPORATION, a body politic and corporate and a public into the Special Tax Fund.
instrumentality of the State of Maryland (the “Issuer”), and MANUFACTURERS AND TRADERS TRUST
COMPANY, a New York banking corporation with corporate trust powers, as trustee (the “Trustee”). Pursuant to the Tax Increment Act and the Special Taxing District Act, the City passed Ordinance No. 16-529 (as
the same may be supplemented and amended from time to time, the “Bond Ordinance”) which, inter alia, (i)
RECITALS authorized the issuance by the City or a State Issuer (as defined in the Bond Ordinance) from time to time in one or
more series of its special obligation bonds or notes pursuant to one or more indentures in the maximum aggregate
Certain capitalized terms used in these Recitals and the Granting Clauses hereof are defined in Section 1.01 of this principal amount of $660,000,000 for the purpose of financing and refinancing certain costs of the Project, (ii)
Indenture. authorized the execution and delivery of a Contribution Agreement between the City and a State Issuer (the
“Contribution Agreement”) pursuant to which the City may pledge Tax Increment Revenues and Special Tax
Pursuant to and in accordance with the MEDCO Act, the Issuer has determined to issue and sell the Series 2020 Revenues (each as defined herein) to provide for the payment by the State Issuer of the principal of and interest on
Bonds and use the proceeds thereof to (i) pay the costs of the acquisition, construction, furnishing and equipping of the applicable State Obligations and other related costs; provided that the Tax Increment Revenues and Special Tax
the Series 2020 Project (including reimbursement of expenditures previously incurred in connection therewith), (ii) Revenues shall not be irrevocably pledged to the payment of the City’s obligations under the Contribution
pay certain capitalized interest, (iii) establish a debt service reserve fund for the Series 2020 Bonds, (iv) pay certain Agreement and any such payment obligation shall be subject to annual appropriation by the City, and (iii) authorized
Administrative Expenses, and (v) pay the costs of issuing the Series 2020 Bonds. the Board of Finance of the City (the “Board of Finance”) to specify and prescribe by resolution certain matters
pertaining to such bonds or notes.
This Indenture shall constitute a trust agreement securing the Series 2020 Bonds and any Additional Bonds
(collectively, the “Bonds”) to the extent and as provided herein. Pursuant to the MEDCO Act, the Issuer by resolution of the Board of Directors of the Issuer (the “Issuer Board”)
dated March 18, 2019 (the “Issuer Resolution”), approved the issuance and sale of bonds, in one or more series
The Mayor and City Council of Baltimore (the “City”) is authorized under Article II, Section (62) of the Baltimore (including the Series 2020 Bonds), in an aggregate principal amount not to exceed $660,000,000 to finance public
City Charter, as amended (the “Tax Increment Act”), to (i) designate by ordinance an area within Baltimore City as improvements described as the Project in the Bond Ordinance, subject to the Bond Ordinance and the City
a “development district” and to establish a special fund with respect to such development district into which certain Resolution.
incremental real property taxes with respect to such development district are deposited, and (ii) subject to
appropriation, use the amounts deposited into such special tax increment fund to pay debt service on State Pursuant to the City Charter Acts and the Ordinances, the Board of Finance adopted a resolution on December 18,
Obligations (as defined in the Tax Increment Act). 2019 (the “City Resolution”) which, inter alia, (1) approved the issuance by the Issuer from time to time in one or
more series of its special obligation bonds or notes pursuant to the Indenture in the maximum aggregate principal
Pursuant to the Tax Increment Act, the City enacted Ordinance No. 16-528 (as the same may be supplemented and amount of $148,000,000 for the purpose of financing or refinancing certain public improvements in the Districts,
amended from time to time, the “Tax Increment Ordinance”) which, inter alia, (i) designated an area within the (2) approved the issuance of the Series 2020 Bonds, and (3) approved certain additional matters pertaining to the
City of Baltimore more particularly described therein to be known as the Port Covington Development District (as Series 2020 Bonds.
such development district may be amended from time to time in accordance with the Tax Increment Act and the Tax
Increment Ordinance, the “Development District”) as a development district under the provisions of the Tax As provided in the MEDCO Act and the Issuer Resolution, the Series 2020 Bonds are limited obligations of the
Increment Act; (ii) established a special fund for the Port Covington Development District to be known as the Port Issuer, the principal of, premium, if any, and interest on which are payable solely from revenues to be received by
Covington Development District Tax Increment Fund (the “Tax Increment Fund”); and (iii) provided that, for each the Issuer pursuant to the Contribution Agreement and from other moneys made available to the Issuer for such
tax year that begins after the effective date of the Tax Increment Ordinance (i.e., each tax year beginning on or after purposes and neither the Series 2020 Bonds, nor the interest or any premium thereon, shall ever constitute an
July 1, 2015), the Director of Finance of the City (the “Director of Finance”) shall divide the property taxes on real indebtedness or a charge against the general credit or taxing powers of the State of Maryland, any political
property within the Development District, as provided in subsection (d)(3) of the Tax Increment Act, and pay the subdivision thereof, the Issuer or any other public body within the meaning of any constitutional or charter provision
portion of the taxes representing the levy on the Tax Increment (as defined in the Tax Increment Ordinance) with or statutory limitation and the Series 2020 Bonds do not constitute an indebtedness to which the faith or credit of the
respect to the properties in the Development District into the Tax Increment Fund. State of Maryland, the Issuer, the City or any other public body is pledged. The Issuer has no taxing power. The
Tax Increment Revenues and the Special Tax Revenues are not irrevocably pledged by the City under the
The City is authorized under Article II, Section (62A) of the Baltimore City Charter, as amended (the “Special Contribution Agreement and the obligation of the City to pay over any amounts in the Tax Increment Fund and the
Taxing District Act”), to (i)(a) create a special taxing district, (b) levy ad valorem or special taxes and (c) create a Special Tax Fund to the Trustee pursuant to the Contribution Agreement is subject to annual appropriation of such
special fund with respect to the special taxing district into which special taxes levied with respect to the special amounts by the City for such purposes.
taxing district are deposited for the purpose of financing, refinancing or reimbursing the cost of infrastructure
improvements as necessary for the development and utilization of the land in a defined geographic region within the All things necessary to make the Series 2020 Bonds, when authenticated by the Trustee and issued as provided in
City of Baltimore and (ii) subject to appropriation, use the amounts deposited into such special fund to pay debt this Indenture, the valid, binding, and legal limited obligations of the Issuer according to the terms thereof, have
service on State Obligations (as defined in the Special Taxing District Act). been done and performed and the creation, execution, and delivery of this Indenture, and the creation, execution, and
issuance of the Series 2020 Bonds, subject to the terms hereof, have in all respects been duly authorized.
Pursuant to the Special Taxing District Act, the City passed Ordinance No. 16-530 (as the same may be
supplemented and amended from time to time, the “Special Taxing District Ordinance”) which, inter alia, (i) GRANTING CLAUSES
designated an area within the City of Baltimore more particularly described therein to be known as the Port
Covington Special Taxing District (as such special taxing district may be amended from time to time in accordance The Issuer, in consideration of the premises, of the acceptance by the Trustee of the trusts hereby created, of the
with the Special Taxing District Act and the Special Taxing District Ordinance, the “Special Taxing District”) as a purchase and acceptance of the Bonds by the owners thereof and for other good and valuable consideration, the
special taxing district under the provisions of the Special Taxing District Act; (ii) established a special fund for the receipt and sufficiency of which are hereby acknowledged, in order to secure (i) to the extent and priority provided
Special Taxing District to be known as the Port Covington Special Tax Fund (the “Special Tax Fund”); (iii) levied herein, the payment of the principal or Redemption Price of and interest on the Series 2020 Bonds according to their
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tenor and effect, (ii) to the extent and priority provided herein and in any Supplemental Indenture, the payment of “Additional Project” means any portion of the Project for which bonds may be issued pursuant to the
the principal or Redemption Price of and interest on any Additional Bonds and (iii) the performance and observance Bond Ordinance.
by the Issuer of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell,
convey, assign and pledge, and grant a security interest in, the following to the Trustee and its successors in trust and “Administration Agreement” means the Agreement for Administrative Services, dated December 1,
assigns forever, subject only to the provisions of this Indenture permitting the application thereof on the terms and 2020, by and among the Issuer, the City and the Administrator, as amended from time to time.
conditions set forth in this Indenture:
“Administrative Expense Fund” means the “Administrative Expense Fund” established pursuant to
GRANTING CLAUSE FIRST Section 4.01.
All of the right, title and interest of the Issuer in and to (i) all of the Pledged Revenues, (ii) all moneys from time to “Administrative Expenses” means costs directly related to the administration of the Development District
time on deposit in the Improvement Fund, the Project Account, the Capitalized Interest Account, the Debt Service and the Special Taxing District, consisting of the costs of computing the Special Tax Revenues (whether by the
Fund, the Reserve Fund, the Pledged Revenues Fund, the Tax Increment Account, and the Special Taxes Account Director of Finance or designee thereof or both) and the costs of collecting the Tax Increment Revenues and the
and any accounts therein created pursuant to this Indenture and (iii) the Contribution Agreement. Special Tax Revenues collected for each Fiscal Year (whether by the City or otherwise); the costs of remitting the
Pledged Revenues to the Trustee; the Issuer's Annual Fee, and any other fees and costs incurred by the Issuer
GRANTING CLAUSE SECOND (including its legal counsel and Bond Counsel) in the discharge of its duties under the Issuer Documents; fees and
costs of the Trustee (including its legal counsel) in the discharge of the duties required of it under this Indenture; the
All of the right, title and interest of the Issuer in and to any and all other real or personal property of every name and costs of the Issuer, the City or its designee of complying with the disclosure provisions of the Disclosure Agreement
nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or and this Indenture, including the costs of any employees of the Issuer and the City and fees and expenses of any
transferred, as and for additional security hereunder by the Issuer or by anyone on its behalf, or with its written professionals retained by the Issuer or the City to provide these services, including without limitation, the
consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to Administrator; the costs of the City or its designee related to an appeal of the Special Tax; any amounts required to
hold and apply the same subject to the terms hereof (all of the property conveyed by the foregoing granting clauses be rebated to the United States of America with respect to the Bonds to comply with Section 5.08 of this Indenture;
being herein referred to as the “Trust Estate”); fees payable for any credit enhancement, including (without limitation) any Reserve Fund Credit Facility securing
the Bonds; and an allocable share of the salaries of the City staff directly related to the foregoing and a proportionate
TO HAVE AND TO HOLD all and singular the Trust Estate, whether now owned or hereafter acquired, unto the amount of City general administrative overhead related thereto. Administrative Expenses shall also include amounts
Trustee and its respective successors in trust and assigns forever upon the terms and trusts herein set forth for the advanced by the Issuer or the City for any administrative purpose of the Districts, including amounts advanced to
equal and ratable benefit, protection and security of the Holders of the Series 2020 Bonds and, to the extent provided ensure compliance with Section 5.08 of this Indenture with respect to the Bonds, and the costs of commencing
herein and in any Supplemental Indenture authorizing the issuance of Additional Bonds, the Holders of such foreclosure of the lien of delinquent Special Taxes and taxes relating to the Tax Increment on property located in the
Additional Bonds, all of which, regardless of the time or times of their issue or maturity, shall be of equal rank Districts. The Issuer and the City may allocate any costs incurred under or with respect to this Indenture or the
without preference, priority or distinction of any Bond over any other Bond except as expressly provided in Article Contribution Agreement on any reasonable basis.
IV and elsewhere herein or permitted hereby;
“Administrator” means the entity selected pursuant to the MEDCO MOU to perform any and all tasks set
PROVIDED, HOWEVER, that if the Issuer shall well and truly pay, or cause to be paid, the principal or forth in Section 6.16 and those tasks specified in the Administration Agreement. As of the date hereof, MuniCap,
Redemption Price of and interest on the Bonds according to the true intent and meaning thereof, or shall provide for Inc. shall act as the Administrator.
the payment thereof as permitted by Article VIII, and shall perform and observe all the covenants and conditions of
this Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of “Affiliate” shall have the meaning set forth in the Funding Agreement.
money due or to become due to it in accordance with the terms and provisions hereof, then, upon compliance with
Article VIII, the lien of this Indenture shall be discharged and satisfied; otherwise this Indenture shall be and remain “Annual Debt Service” means, as it relates to the Bonds, or any portion thereof, for each Fiscal Year, the
in full force and effect. sum of (1) the interest due on the Outstanding Bonds in such Fiscal Year and (2) the principal of and the Sinking
Fund Installments for the Outstanding Bonds due in such Fiscal Year.
All Bonds issued and secured hereunder are to be issued, authenticated and delivered and all such property, rights
and interest, including (without limitation) the amounts hereby assigned and pledged, are to be dealt with and “Applicable Parcels” shall have the meaning given such term in Section 2.04(C)(vii).
disposed of under, upon and subject to the terms and conditions hereinafter expressed, and the Issuer has agreed and
covenanted, and does hereby agree and covenant with the Trustee and with the Holders of the Bonds as follows “Assessable Base” shall, when referring to real property in the Development District, have the meaning
(subject, however, to the provisions of Section 5.02): given such term in the Tax Increment Ordinance.
ARTICLE I “Assessment Ratio” shall, when referring to real property in the Development District, have the meaning
DEFINITIONS AND RULES OF CONSTRUCTION given such term in the Tax Increment Ordinance.
Section 1.01. Definitions. Terms used in this Indenture shall have the meanings set forth in this Section unless “Authorized Denominations” means (i) in the case of the Series 2020 Bonds, $100,000 and integral
a different meaning clearly appears from the context. multiples of $5,000 in excess thereof and (ii) in the case of any Additional Bonds, such denominations as shall be
specified in the Supplemental Indenture authorizing the issuance thereof.
“Actual Cost(s)” shall have the meaning set forth in the Funding Agreement.
“Authorized Officer of the City” means each of the Director of Finance, the Deputy Director of Finance
“Additional Bonds” means any Bonds issued by the Issuer pursuant to Section 2.04. of the City, the Chief, Bureau of Treasury Management of the City and any other officer or employee of the City
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designated to act on behalf of the City by a written certificate signed by the Director of Finance. Such certificate “Closing Date” means (i) with respect to the Series 2020 Bonds, the date on which there is delivery of the
may designate an alternate or alternates. Series 2020 Bonds in exchange for the purchase price thereof and (ii) with respect to any Additional Bonds, the date
on which there is delivery of such Additional Bonds in exchange for the purchase price thereof.
“Authorized Officer of the Issuer” means the Executive Director of the Issuer or any other person at the
time designated to act on behalf of the Issuer by a certificate signed by the Chairman or the Vice Chairman of the “Code” means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Series 2020
Issuer Board or the Executive Director of the Issuer and delivered to the Trustee. Bonds and as it may be amended to apply to any Bonds, together with applicable proposed, temporary and final
regulations promulgated, and applicable official public guidance published under the Code.
“Bond Counsel” means McGuireWoods LLP or any attorney or firm of attorneys selected pursuant to the
MEDCO MOU and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status “Contribution Agreement” means the Contribution Agreement dated as of June 17, 2020 by and between
of securities issued by public entities. the Issuer and the City, as the same may be supplemented or amended from time to time.
“Bond Ordinance” shall have the meaning set forth in the Recitals. “Costs of Issuance” means items of expense payable or reimbursable directly or indirectly by the Issuer or
the City and related to the authorization, sale and issuance of the Series 2020 Bonds and any Additional Bonds,
“Bond Register” means the books for the registration and transfer of Bonds maintained by the Trustee including (without limitation) expenses incurred by the City in connection with the establishment and administration
under Section 2.06. of the Districts in relation to such sale or issuance.
“Bond Year” shall have the meaning set forth in the Section 148 Certificate. “Costs of Issuance Fund” means the “Series 2020 Costs of Issuance Fund” established pursuant to Section
4.01.
“Bonds” means the Series 2020 Bonds and any Additional Bonds that may be issued under this Indenture.
“Costs of Issuance Requisition” shall have the meaning set forth in Section 4.03.
“Building Permit” means the permit issued by the City (acting in its governmental capacity and not as a
party to the City Documents) with respect to a property that is required before commencement of construction of the “Debt Service” means the scheduled amount of interest and amortization of principal (including Sinking
vertical improvements may lawfully occur on such property. Fund Installments) payable on the Bonds, or any portion thereof, during the period of computation.
“Business Day” means any day other than a Saturday, Sunday or legal holiday in the State observed as “Debt Service Fund” means the “Debt Service Fund” established pursuant to Section 4.01. If separate
such by the Issuer or the Trustee. debt service funds are created in connection with the issuance of Additional Bonds, and unless indicated otherwise
in the Supplemental Indenture pursuant to which such Additional Bonds are issued, references to the Debt Service
“Capitalized Interest Account” means the means the “Series 2020 Capitalized Interest Account” within Fund shall be construed to mean all such debt service funds, collectively, or a particular debt service fund for a
the Improvement Fund established pursuant to Section 4.01. Series of Additional Bonds, as applicable.
“Capitalized Interest Period” means (1) with respect to the Series 2020 Bonds, the period from the date “Developer” means Weller Development Company, LLC, a Maryland limited liability company, its
of delivery of the Series 2020 Bonds to and including September 1, 2023, as such period may be extended in successors and permitted assigns.
accordance with Section 4.04(A) and (2) with respect to any Series of Additional Bonds, the period set forth in the
Supplemental Indenture authorizing the issuance of such Series of Additional Bonds. “Developer Parties” shall have the meaning set forth in the Funding Agreement.
“Certificate of Occupancy” means the “Use and Occupancy Permit” issued by the City (acting in its “Development District” shall have the meaning set forth in the Recitals.
governmental capacity and not as a party to the City Documents) with respect to a building that is required prior to
any lawful occupancy of such building. “Disclosure Agreement” means, collectively, (1) the Continuing Disclosure Agreement among the Issuer,
the Trustee and the Administrator dated as of December 1, 2020, (2) the Continuing Disclosure Agreement among
“City” means the Mayor and City Council of Baltimore, a body politic and corporate and a political the City, the Trustee and the Administrator dated as of December 1, 2020, and (3) the Continuing Disclosure
subdivision of the State of Maryland. Agreement between the Developer Parties and the Administrator dated as of December 1, 2020, in each case as such
shall be supplemented and amended from time to time in accordance with its terms.
“City Additional Bonds Resolution” means a resolution of the Board of Finance of the City approving the
issuance of Additional Bonds by the Issuer that specifies the maximum principal amount of such Additional Bonds “Districts” means, collectively, the Development District and the Special Taxing District.
and other matters relative thereto.
“Electronic Means” means telecopy, facsimile transmission, or electronic mail transmission, provided that
“City Charter Acts” means, collectively, the Tax Increment Act and the Special Taxing District Act. a receipt confirmation is received or receipt is confirmed by telephone.
“City Documents” shall have the meaning set forth in Section 9.03. “Fiscal Year” means the twelve-month period extending from July 1 in a calendar year to June 30 of the
succeeding calendar year, both dates inclusive.
“City Representative” shall have the meaning set forth in the Funding Agreement.
“Funding Agreement” means the Funding Agreement, dated as of June 17, 2020, by and among the
“City Resolution” shall have the meaning set forth in the Recitals. Issuer, the City, the Owner and the Developer, as the same shall be supplemented or amended from time to time.
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“Government Obligations” means an obligation for which the United States has pledged its faith and “Ordinances” means, collectively, the Tax Increment Ordinance, the Special Taxing District Ordinance
credit for the payment of the principal and interest thereon. and the Bond Ordinance.
“Holder,” or “holder” or “Bondholder” means any person who shall be the Registered Owner of any “Original Taxable Value” shall, when referring to real property in the Development District, have the
Outstanding Bond. meaning given such term in the Tax Increment Ordinance.
“Improvement Fund” means the “Improvement Fund” established pursuant to Section 4.01. “Owner” means Baltimore Urban Revitalization LLC, a Delaware limited liability company, its successors
and permitted assigns.
“Indenture” means this Indenture of Trust, as it may be amended or supplemented from time to time by
any Supplemental Indenture adopted pursuant to the provisions hereof. “Outstanding” or “outstanding” means, as of any particular date, all Bonds authenticated and delivered
under this Indenture, except (a) any Bond canceled by the Trustee (or delivered to the Trustee for cancellation) at or
“Independent Financial Consultant” means the Administrator or any other consultant or firm of before such date, (b) any Bond for which provision shall have been made for the payment of the principal or
consultants appointed by the Issuer with the prior written consent of the City, and who, or each of whom: (i) is Redemption Price of and interest on such Bond, as provided in this Indenture and (c) any Bond in lieu of or in
judged by the Executive Director of the Issuer to have experience in matters relating to the issuance or substitution for which a new Bond shall have been authenticated and delivered pursuant to Article II or Section 7.03.
administration of bonds under the MEDCO Act and the Ordinances; (ii) is in fact independent; (iii) does not have
any substantial interest, direct or indirect, with or in service of the Issuer or the City, or any owner of real property in “Participant” shall have the meaning set forth in Section 2.09(A).
the Districts; and (iv) is not an officer or employee of the Issuer or the City, but who may be regularly retained to
make reports to the Issuer or the City. “Paying Agent” means the Trustee in its capacity as paying agent for the Bonds.
“Interest Payment Date(s)” means, with respect to the Series 2020 Bonds, March 1 and September 1 of “Permitted Investments” means any of the following which at the time of investment are legal
each year, commencing March 1, 2021, and with respect to any Additional Bonds, the dates established in the investments under the laws of the State for funds held by the Trustee, the Issuer or the City (as the case may be):
Supplemental Indenture authorizing the issuance thereof.
(a) Government Obligations;
“Issuer” means the Maryland Economic Development Corporation, a body politic and corporate and a
public instrumentality of the State, its successors and assigns. (b) obligations that a federal agency or a federal instrumentality has issued in accordance with an act of
Congress;
“Issuer Board” shall having the meaning set forth in the Recitals.
(c) a repurchase agreement collateralized in an amount not less than one hundred two percent (102%) of
“Issuer Documents” means, collectively, the Series 2020 Bonds, this Indenture, the Funding Agreement, the principal amount by an obligation of the United States, its agencies or instrumentalities, provided
and the Contribution Agreement, as the same shall be supplemented or amended from time to time. the collateral is held by a custodian, other than the seller, designated by the buyer;
“Issuer Order” means a written order or request signed in the name of the Issuer by an Authorized Officer (d) bankers’ acceptances guaranteed by a financial institution with a short-term debt rating in the highest
of the Issuer, acknowledged by an Authorized Officer of the City and delivered to the Trustee. letter and numerical rating category by at least one Rating Agency;
“Issuer Resolution” means the Resolution of the Issuer adopted on March 18, 2019, as amended and (e) with respect to amounts treated by the Internal Revenue Service as bond sale proceeds only, bonds,
supplemented from time to time. notes, or other obligations having the highest quality letter and numerical rating by at least one Rating
Agency issued by or on behalf of the State or any other state or any agency, department, county,
“Issuer’s Annual Fee” means the fee payable to the Issuer pursuant to Section 9.01. municipal or public corporation, special district, authority or political subdivision thereof, or in any
fund or trust that invests only in securities of the type described in this paragraph;
“Maximum Annual Debt Service” means, as of any date of calculation, with respect to the Bonds, or any
portion thereof, the largest Annual Debt Service on the Bonds, or such portion thereof, Outstanding for the then- (f) commercial paper that has received the highest letter and numerical rating by at least two Rating
current or any Fiscal Year after such date of calculation. Agencies;
“Maximum Special Tax” shall have the meaning set forth in the Rate and Method. (g) money market mutual funds that are (i) registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, 15 U.S.C. § 80a-1 et seq., as amended, (ii) operated in
“MEDCO Act” means Sections 10-101 through 10-132, inclusive, of the Economic Development Article accordance with Rule 2A-7 of the Investment Company Act of 1940, 17 C.F.R. § 270.2A-7, as
of the Annotated Code of Maryland, and all future acts supplemental thereto or amendatory thereof. amended, and (iii) rated in the highest rating category of at least one Rating Agency; and
“MEDCO MOU” means the Memorandum of Understanding by and between the Issuer and the City dated (h) any investment portfolio created under the Maryland Local Government Investment Pool defined
as of April 15, 2019. under §§ 17-301 through 17-309 of the Local Government Article of the Annotated Code of Maryland
that is administered by the Office of the Treasurer of the State.
“Officer’s Certificate” means a written certificate of the Issuer signed by an Authorized Officer of the
Issuer. Notwithstanding the foregoing, if a Responsible Officer of the Trustee receives written notice from the Issuer, the
City, the Rating Agency or an investment counterparty that, by reason of a rating withdrawal or downgrade or
otherwise, any investment no longer satisfies the description of a Permitted Investment, the Trustee shall promptly
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liquidate such investment, notify the Issuer of such liquidation, and reinvest the proceeds of such liquidation in “Section 148” shall have the meaning set forth in Section 5.08.
another Permitted Investment as directed by an Authorized Officer of the Issuer after consultation with the City
pursuant to Section 4.09. “Section 148 Certificate” shall have the meaning set forth in Section 5.08.
“Pledged Revenues” means, collectively, the Tax Increment Revenues and the Special Tax Revenues. “Section 148 Certifying Officials” shall have the meaning set forth in Section 5.08.
“Pledged Revenues Fund” means the “Pledged Revenues Fund” established pursuant to Section 4.01. “Securities Depository” shall have the meaning set forth in Section 2.09.
“Project” shall have the meaning set forth in the Bond Ordinance and includes the Series 2020 Project and “Series” means any series of Bonds issued hereunder.
any Additional Project.
“Series 2020 Bond Purchase Agreement” means the Bond Purchase Agreement dated December 16, 2020
“Project Account” means the “Series 2020 Project Account” within the Improvement Fund established by and between the Issuer and the Underwriters and acknowledged and agreed by the City.
pursuant to Section 4.01.
“Series 2020 Bonds” means the Bonds so designated and authorized to be issued under Section 2.01.
“Rate and Method” means the “Port Covington Special Taxing District Rate and Method of
Apportionment of Special Taxes” included as Exhibit 3 to the Special Taxing District Ordinance, as amended, “Series 2020 Limited Offering Memorandum” means the Limited Offering Memorandum dated
supplemented and interpreted from time to time. December 16, 2020 relating to the Series 2020 Bonds.
“Rating Agency” means any nationally recognized statistical rating organization as designated by the “Series 2020 Payment Request” shall have the meaning set forth in the Funding Agreement.
United States Securities and Exchange Commission, including (but not limited to) S&P Global Ratings, Fitch
Ratings Inc., Moody’s Investors Service, Inc., or any of their respective successors or assigns. “Series 2020 Project” shall have the meaning set forth in the Funding Agreement.
“Rebate Fund” means the “Rebate Fund” established pursuant to Section 4.01. “Series 2020 Project Requisition” shall have the meaning set forth in Section 4.04(B).
“Record Date” means the close of business on the fifteenth day of the calendar month immediately “Series 2020 Verification Agent” shall have the meaning set forth in the Funding Agreement.
preceding each Interest Payment Date.
“Sinking Fund Installment” means the amount of money provided in this Indenture to redeem or pay at
“Redemption Price” means, when used with respect to any Bond or portion thereof, the principal amount maturity Term Bonds at the times and in the amounts provided herein or in any Supplemental Indenture. The
of such Bond or such portion thereof plus the applicable premium, if any, payable upon redemption thereof pursuant Sinking Fund Installments for the Series 2020 Bonds constituting Term Bonds are set forth in Section 3.01.
to this Indenture.
“Special Record Date” means a date fixed by the Trustee that is at least ten (10) and not more than fifteen
“Registered Bonds” shall have the meaning set forth in Section 2.09. (15) days before the date set for the payment of any defaulted interest.
“Registered Owner” means, with respect to any Bond, the person in whose name such Bond is registered “Special Tax Fund” means the Port Covington Special Tax Fund established by the Special Taxing
on the Bond Register. District Ordinance and held by the City.
“Requisition” means, individually or collectively, a Costs of Issuance Requisition or a Series 2020 Project “Special Tax Revenues” means the revenues and receipts from the Special Taxes received by the City,
Requisition. including any scheduled payments thereof, interest thereon and the net proceeds of redemption or sale of property
sold as a result of foreclosure of the lien of the Special Taxes up to the amount of such lien and interest thereon,
“Reserve Fund” means the “Reserve Fund” established pursuant to Section 4.01 and any reserve fund including any penalties collected in connection with delinquent Special Taxes but excluding any expenses of sale or
established for any Series of Additional Bonds. any other administrative expenses collected by the City in connection with such delinquent taxes, but only to the
extent that such amounts are appropriated by the City.
“Reserve Fund Credit Facility” shall have the meaning set forth in Section 4.06(D).
“Special Taxes” means the special taxes levied within the Special Taxing District pursuant to the Special
“Reserve Requirement” means, as of any date of calculation, when used with respect to the Reserve Fund, Taxing District Act and the Special Taxing District Ordinance.
an amount equal to the least of (i) ten percent (10%) of the original principal amount of the Bonds secured thereby;
(ii) one hundred twenty-five percent (125%) of the average Annual Debt Service on the Bonds secured thereby as of “Special Taxes Account” means the “Special Taxes Account” within the Pledged Revenues Fund
the Closing Date; or (iii) the Maximum Annual Debt Service on the Bonds secured thereby as of the date of established pursuant to Section 4.01.
determination. To the extent any Additional Bonds secured by a separate reserve fund may be issued, the applicable
Reserve Requirement shall be the amount specified in the Supplemental Indenture authorizing the issuance of such “Special Taxing District” shall have the meaning set forth in the Recitals.
Additional Bonds.
“Special Taxing District Act” shall have the meaning set forth in the Recitals.
“Responsible Officer” means an officer of the Trustee employed with or otherwise having regular
responsibility in connection with the corporate trust department of the Trustee and the administration of this “Special Taxing District Ordinance” shall have the meaning set forth in the Recitals.
Indenture.
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“State” means the State of Maryland. Value to full cash assessed value/appraised value
=
Bonds Ratio aggregate principal amount
“Supplemental Indenture” means an indenture amendatory of or supplemental to this Indenture, but only
if and to the extent that such indenture is specifically authorized hereunder. Section 1.02. Rules of Construction. Unless the context clearly indicates to the contrary, the following rules
shall apply to the construction of this Indenture:
“Tax-Exempt Bonds” means the Series 2020 Bonds and any other Bonds with respect to which there shall
have been delivered to the Issuer a written opinion of Bond Counsel, subject to customary exceptions and (A) Words importing the singular number include the plural number and words importing the plural
qualifications, to the effect that the interest on such Bonds is excludable from gross income for federal income tax number include the singular number.
purposes.
(B) Words of the masculine gender include correlative words of the feminine and neuter genders.
“Tax Increment” means for any tax year, the amount by which the Assessable Base of all real property in
the Development District as of January 1 preceding that tax year exceeds the Original Taxable Value of all real (C) The headings and the table of contents set forth in this Indenture are solely for convenience of
property in the Development District divided by the Assessment Ratio, if applicable, used to determine the Original reference and shall not constitute a part of this Indenture, nor shall they affect its meaning, construction or effect.
Taxable Value.
(D) Words importing persons include any individual, corporation, limited liability company,
“Tax Increment Account” means the “Tax Increment Account” within the Pledged Revenues Fund partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or
established pursuant to Section 4.01. agency or political subdivision thereof.
“Tax Increment Act” shall have the meaning set forth in the Recitals. (E) Any reference to a particular percentage or proportion of the Holders of Bonds shall mean the
Holders at the particular time of the specified percentage or proportion in aggregate principal amount of all Bonds
“Tax Increment Fund” shall have the meaning set forth in the Recitals. then Outstanding under this Indenture, except Bonds held by or for the account of the Issuer, whether or not
pledged to or by the Issuer; however, Bonds so pledged may be regarded as Outstanding for the purposes of this
“Tax Increment Ordinance” shall have the meaning set forth in the Recitals. paragraph if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to vote such Bonds. Any
reference herein to Bonds the consent or direction of a specified proportion of the Holders of which is required or
“Tax Increment Revenues” means the revenues and receipts from the property taxes representing the levy permitted prior to the taking of any action hereunder shall mean the Holders of such proportion of Outstanding
on the Tax Increment for the Development District that would normally be paid to the City, including any scheduled Bonds as shall be affected thereby.
payments thereof, interest thereon and a portion of the net proceeds of the redemption or sale of property sold as a
result of foreclosure of the lien equal to the amount of such lien and interest thereon, including any penalties (F) Any reference to the Costs of Issuance Fund, the Improvement Fund, the Capitalized Interest
collected in connection with delinquent taxes (but excluding any expenses of sale or any other administrative Account, the Project Account, the Reserve Fund, the Debt Service Fund, the Administrative Expense Fund, the
expenses collected by the City in connection with such delinquent taxes), in each case to the extent attributable to Pledged Revenues Fund, the Tax Increment Account, the Special Taxes Account, the Tax Increment Fund, the
such levy, and amounts deposited in the Tax Increment Fund or any other fund into which all or any part of these Special Tax Fund and the Rebate Fund shall be to the fund or account so designated that is created under Article IV
revenues and receipts are deposited, but only to the extent that such amounts are appropriated by the City, provided or the Ordinances, as applicable. If any Supplemental Indenture provides for the establishment of separate funds
that no State real property taxes constitute Tax Increment Revenues. and accounts for any Series of Bonds, then any provision of this Indenture requiring or permitting the application of
amounts on deposit in any fund or account to the payment of any Bond or the transfer of amounts on deposit in any
“Term Bonds” means any Bonds payable prior to or at their stated maturity from Sinking Fund fund or account maintained for any Bonds to any other fund or account shall refer to the fund or account maintained
Installments. for such Bonds.
“Trust Estate” shall have the meaning set forth in the Recitals. (G) Unless otherwise specified or the context shall require otherwise, any reference to a particular
Article or Section shall be to such Article or Section of this Indenture.
“Trustee” means Manufacturers and Traders Trust Company, and its successors, and any other entity that
may at any time be substituted in its place as provided in Section 6.10. ARTICLE II
AUTHORIZATION AND DETAILS OF THE BONDS; ADDITIONAL BONDS
“Underwriter” or “Underwriters” means, with respect to the Series 2020 Bonds, collectively, Citigroup
Global Markets, Inc., Siebert Cisneros Shank & Co., L.L.C. and Stifel, Nicolaus & Company, Incorporated, and, Section 2.01. Series 2020 Bonds Authorized. There is hereby authorized the issuance under this Indenture of a
with respect to any Additional Bonds, the firms or corporations named as the underwriter or placement agent of such Series of Bonds in the aggregate principal amount of One Hundred Thirty-Seven Million Four Hundred Eighty-Five
Additional Bonds in the Supplemental Indenture authorizing the issuance of such Additional Bonds. Thousand Dollars ($137,485,000), which shall be designated “Maryland Economic Development Corporation
Special Obligation Bonds (Port Covington Project) Series 2020” (the “Series 2020 Bonds”) for the purpose of
“Value to Bonds Ratio” means the ratio obtained by dividing (i) the aggregate full cash assessed value or financing and refinancing the Actual Costs of the Series 2020 Project.
the appraised value of all the taxable property within the Development District subject to levy of Special Taxes by
(ii) the aggregate principal amount of the proposed Additional Bonds plus the aggregate principal amount of any Section 2.02. Details of Bonds; Form of Bonds.
Bonds that will be Outstanding after the issuance of such Additional Bonds, in each case, as of the Fiscal Year in
which the Additional Bonds are issued. The appraised value shall be based on the “as is” value, except for a parcel (A) The Series 2020 Bonds shall be issued as fully registered bonds without coupons in Authorized
for which a Building Permit has been issued and construction has commenced pursuant to such Building Permit, in Denominations.
which case the value may be estimated based on the value at completion and stabilization for such buildings. By
means of illustration, the Value to Bonds Ratio is determined as follows:
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(B) The Series 2020 Bonds shall bear interest at the rates set forth in the table below (calculated on the and, upon payment of the purchase price of the Series 2020 Bonds, shall deliver the Series 2020 Bonds upon the
basis of a 360-day year consisting of twelve 30-day months) and shall mature on September 1 in the years and the order of the Issuer, but only upon delivery to the Trustee of:
amounts as follows:
(A) certified copies of the City Resolution and the Issuer Resolution;
Year Principal Amount Interest Rate
2030 $13,275,000 3.250% (B) certified copies of the Ordinances and the MEDCO Act;
2040 41,175,000 4.000
2050 83,035,000 4.000 (C) original executed counterparts of this Indenture, the Funding Agreement and the Contribution
Agreement;
(C) The Series 2020 Bonds shall be subject to redemption prior to maturity in accordance with Section
3.01, and shall otherwise have the terms, tenor, denominations, details and specifications as set forth in the form of (D) a request and authorization executed by an Authorized Officer of the Issuer directing the
Series 2020 Bond attached hereto as Exhibit A. authentication and delivery of the Series 2020 Bonds, designating the purchasers to whom the Series 2020 Bonds
are to be delivered, stating the purchase price of the Series 2020 Bonds and stating that all items required by this
(D) The Series 2020 Bonds shall be substantially in the form set forth in Exhibit A attached hereto and Section are therewith delivered to the Trustee in form and substance satisfactory to the Issuer;
made a part hereof, with such insertions, omissions and variations as may be deemed necessary or appropriate by the
officers of the Issuer executing the same and as shall be permitted by the MEDCO Act and the Issuer Resolution. (E) a written opinion of Bond Counsel to the effect that, subject to customary exceptions and
The Issuer hereby adopts the form of Series 2020 Bond set forth in Exhibit A attached hereto, and all of the qualifications, the Issuer is duly authorized and entitled to issue the Series 2020 Bonds and, upon the execution,
covenants and conditions set forth therein, as and for the form of obligation to be incurred by the Issuer as the Series authentication and delivery thereof as provided in this Indenture, the Series 2020 Bonds will be duly and validly
2020 Bonds. The covenants and conditions set forth in such form are incorporated into this Indenture by reference issued and will constitute valid and binding special obligations of the Issuer;
and shall be binding upon the Issuer as though set forth in full herein.
(F) with respect to any Series 2020 Bonds that are Tax-Exempt Bonds, a written opinion of Bond
Any Additional Bonds shall bear interest, be subject to redemption prior to maturity and shall otherwise Counsel to the effect that, subject to customary exceptions and qualifications, interest on such Series 2020 Bonds is
have the terms, tenor, denominations, details and specifications as set forth in Section 2.04, in the Supplemental not includable in the gross income of the Holders thereof for federal income tax purposes;
Indenture authorizing the issuance of such Additional Bonds, and as shall be permitted by the MEDCO Act, the City
Charter Acts, the Ordinances, the Issuer Resolution, the Issuer Order relating to such Additional Bonds and the (G) original executed counterparts of the Series 2020 Bond Purchase Agreement and the Series 2020
Additional Bonds Resolution. Limited Offering Memorandum;
(E) All interest due on the Bonds shall be payable to the order of the person in whose name such Bond (H) an executed receipt from the Underwriters acknowledging receipt of the Series 2020 Bonds;
is registered on the Bond Register as of the Record Date and shall be made by (i) check mailed to the address of
such owner as it appears on the Bond Register or (ii) wire transfer to any Holder who has provided the Trustee at (I) a certificate of the Underwriters setting forth the initial Reserve Requirement for the Series 2020
least five (5) Business Days prior to the applicable Record Date written wire instructions; provided, however, that if Bonds; and
there is a default in the payment of interest due on any Bond, such defaulted interest shall be payable to the order of
the person in whose name such Bond is registered as of the close of business on the Special Record Date. Notice of (J) such additional legal opinions, certificates, instruments and other documents as the Issuer, the City
any Special Record Date will be given to the Registered Owners not later than ten (10) days before the Special or Bond Counsel may reasonably deem necessary.
Record Date.
Section 2.04. Authorization of Additional Bonds; Conditions Precedent to Delivery of Additional Bonds.
The Bonds may contain, or have endorsed thereon, any notations, legends or endorsements not inconsistent
with the provisions of this Indenture or of any Supplemental Indenture as may be necessary or desirable and as may (A) In addition to the Series 2020 Bonds, the Issuer, with the written consent of the City, may issue
be determined by the officers of the Issuer executing Bonds prior to the authentication and delivery of such Bonds. from time to time one or more Series of Additional Bonds under and secured by this Indenture, but subject to the
The execution and delivery of Bonds by the Issuer in accordance with this Indenture shall be conclusive evidence of further provisions of this Section, for any purpose for which obligations of the Issuer may be issued under the
the approval of the form of such Bonds by the Issuer, including any insertions, omissions, variations, notations, MEDCO Act or the City under the City Charter Acts, including (without limitation) (i) to obtain funds necessary to
legends or endorsements authorized by this Indenture. finance or refinance the completion of the Series 2020 Project or to finance or refinance any Additional Projects
(including the completion thereof), (ii) to refund or advance refund any bonds or notes issued pursuant to the Bond
The Bonds shall be numbered in the manner determined by the Trustee. Before authenticating and Ordinance, including any Outstanding Bonds, (iii) to pay all costs incidental to or connected with the issuance of
delivering any Bond, the Trustee shall complete the form of such Bond to show the Registered Owner, principal any Additional Bonds authorized in clauses (i) and (ii) above, and (iv) to make any deposits into the funds and
amount, interest rate, maturity date, number and authentication date of such Bond. accounts, including but not limited to deposits into any applicable reserve fund, required by the provisions of the
Supplemental Indenture authorizing such Series of Additional Bonds. The issuance of Additional Bonds shall be
Bonds of a Series may have printed on the reverse side thereof or attached thereto the opinion of Bond authorized by a Supplemental Indenture, which shall specify all matters required to be provided in this Section.
Counsel for such Series of Bonds.
Each Series of Additional Bonds shall be on parity with and shall be entitled to the same benefit and
The printing of CUSIP numbers on the Bonds shall have no legal effect and shall not affect the security of this Indenture as the Series 2020 Bonds and any other Series of Additional Bonds that may be issued
enforceability of any Bond. from time to time, to the extent provided in this Section.
Section 2.03. Conditions Precedent to Delivery of the Series 2020 Bonds. The Series 2020 Bonds shall be
executed by the Issuer and delivered to the Trustee, whereupon the Trustee shall authenticate the Series 2020 Bonds
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(B) The Supplemental Indenture authorizing the issuance of any Series of Additional Bonds shall (iii) a certificate of an Authorized Officer of the Issuer to the effect that upon the issuance of
specify the maturities and redemption provisions of such Additional Bonds, the form, denominations, registration such Additional Bonds, no default under this Indenture shall have occurred and be continuing;
provisions and provisions for the exchange of such Additional Bonds and other details of such Additional Bonds.
(iv) a written opinion of Bond Counsel, subject to customary exceptions and qualifications, to
Any Supplemental Indenture authorizing the issuance of Additional Bonds may provide for the creation of the effect that (a) the Supplemental Indenture authorizing the issuance of such Additional Bonds is in full
a separate costs of issuance fund or funds, improvement fund or funds, debt service fund or funds, or rebate fund or force and effect and is valid and binding upon the Issuer, (b) the Issuer is duly authorized and entitled to
funds for such Additional Bonds. Subject to the requirements of paragraph (C) of this Section, any Supplemental issue such Additional Bonds and, upon the execution, authentication and delivery thereof as provided in
Indenture authorizing the issuance of Additional Bonds may provide that (i) to the extent allowed by the MEDCO such Supplemental Indenture, such Additional Bonds will be duly and validly issued and will constitute
Act, the City Charter Acts and the Ordinances, such Series of Additional Bonds shall be secured by the Reserve valid and binding special obligations of the Issuer, (c) the issuance of such Additional Bonds will not
Fund or any other fund securing any other Series of Additional Bonds, (ii) such Series of Additional Bonds shall not adversely affect the excludability from gross income, for federal income tax purposes, of interest paid on
be secured by a reserve fund, or (iii) such Series of Additional Bonds shall be secured by a separate reserve fund in any Tax-Exempt Bonds theretofore issued and (d) with respect to any Additional Bonds which are Tax-
accordance with the provisions of the Supplemental Indenture pursuant to which such Series of Additional Bonds is Exempt Bonds, the interest on such Additional Bonds is not includable in the gross income of the Holders
being issued. thereof for federal income tax purposes;
If any Supplemental Indenture authorizing the issuance of any Series of Additional Bonds provides that (v) a request and authorization executed by an Authorized Officer of the Issuer directing the
such Additional Bonds shall be secured by the Reserve Fund, such Supplemental Indenture shall provide for the authentication and delivery of such Additional Bonds, designating the purchasers to whom such Additional
deposit in the Reserve Fund on the date of issuance of such Additional Bonds of the amount, if any, necessary to Bonds are to be delivered, stating the purchase price of such Additional Bonds and stating that all items
make the amount on deposit therein equal to the applicable Reserve Requirement, after giving effect to the issuance required by this Section are therewith delivered to the Trustee in form and substance satisfactory to the
of such Additional Bonds. Such Supplemental Indenture may provide that the amount of any increase in the Issuer;
Reserve Requirement resulting from the issuance of such Additional Bonds shall be applied to the final payments of
the principal or Redemption Price of such Additional Bonds. (vi) if the Supplemental Indenture authorizing such Additional Bonds provides that such
Additional Bonds shall be secured by a reserve fund, moneys or securities authorized for the investment of
If the Supplemental Indenture authorizing the issuance of any Additional Bonds provides that such Series the applicable reserve fund not less than the amount required to make the amount on deposit in such reserve
of Additional Bonds shall be secured by a separate reserve fund, such Supplemental Indenture shall (i) establish the fund equal the applicable Reserve Requirement;
amount of the Reserve Requirement for such reserve fund, (ii) provide the period during which any deficiency shall
be cured, which shall be a period of not less than twelve (12) months except in the case of any deficiency resulting (vii) a certificate of the Administrator or such other party satisfactory to the Issuer in its sole
from a decline in the value of the assets of such reserve fund, (iii) contain provisions with respect to the issuance of discretion to the effect that based upon its reasonable projections:
any other Additional Bonds secured by such reserve fund, and (iv) provide such terms with respect to the valuation
of such reserve fund and the application of any earnings on or surpluses in such reserve fund as the Issuer shall deem (a) the Maximum Special Tax in every Fiscal Year in which Bonds are Outstanding shall
appropriate, any other provision of this Indenture to the contrary notwithstanding. If a separate reserve fund is be at least one hundred ten percent (110%) of the total Annual Debt Service for the corresponding
created for any Series of Bonds, the Reserve Requirement shall be calculated separately for each Series of Bonds for Fiscal Year on the proposed Additional Bonds and any Bonds that will be Outstanding after the
which a separate reserve fund is maintained. issuance of such Additional Bonds, as reasonably projected by the Administrator or such other
satisfactory party, to the extent such Bonds and Additional Bonds are secured by Special Taxes;
If any Supplemental Indenture authorizing the issuance of Additional Bonds provides for the establishment
of separate funds and accounts for any Series of Additional Bonds, then such Supplemental Indenture shall require (b) the aggregate Tax Increment Revenues from the Applicable Parcels (defined herein)
that (i) available Pledged Revenues on any date shall be transferred pro rata among the Debt Service Fund and the for each succeeding Fiscal Year, calculated without regard to any real property tax credits for such
separate debt service fund, or accounts therein, on the basis of the principal of, the Sinking Fund Installments for Parcels, as determined by the amount of Pledged Revenues collected by the City in the prior Fiscal
and the interest on the Series of Bonds secured thereby due on such date, (ii) available Pledged Revenues required to Year, as adjusted to reflect any changes in the phased-in assessed values of property within the
be transferred to the applicable Reserve Funds on any date shall be allocated pro rata among all Reserve Funds on Development District as determined by the State Department of Assessments and Taxation and
the basis of the respective aggregate principal amounts of the Bonds Outstanding secured by such Reserve Funds, estimated Tax Increment Revenues as a result of expected new development of the Applicable
and (iii) available amounts on deposit in the funds and accounts created for the applicable Series of Bonds shall be Parcels, as reasonably projected by the Administrator or such other satisfactory party, shall be at
applied solely to the payment of the principal or Redemption Price of and interest on, or the purchase price of, the least one hundred percent (100%) of the aggregate of the Annual Debt Service for such Fiscal
Bonds of such Series and shall not be available to satisfy the claims of Holders of Bonds of any other Series. Year on the proposed Additional Bonds and any Bonds that will be Outstanding after the issuance
of such Additional Bonds (net of any investment earnings on amounts on deposit in the Reserve
(C) Additional Bonds shall be executed by the Issuer and delivered to the Trustee, whereupon the Fund and any other reserve fund securing such Bonds or Additional Bonds); and
Trustee shall authenticate such Additional Bonds and deliver such Additional Bonds to or upon the order of the
Issuer, but only upon receipt by the Trustee of the purchase price of such Additional Bonds and each of the (c) the Value to Bonds Ratio shall be not less than 3.0 to 1.
following:
For the purpose of this Section, the term “Applicable Parcels” means, collectively, each
(i) executed counterparts of the Supplemental Indenture authorizing the issuance of such parcel within the Development District for which (A) a Certificate of Occupancy has been issued
Additional Bonds; or (B) a Building Permit has been issued and construction has commenced pursuant to such
Building Permit and, in each case, is not, as of the date of determination, delinquent in the
(ii) a certified copy of (i) the City Additional Bonds Resolution and (ii) a resolution adopted payment of the real property taxes due on such parcel;
by the Issuer pursuant to the MEDCO Act, together with, if applicable, an Issuer Order specifying the
principal amount of such Additional Bonds and other matters relative thereto; (viii) a certification in form and substance and from a party satisfactory to the Issuer
confirming that the Reserve Requirement applicable to such Additional Bonds has been met;
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(ix) the written consent of the City to the issuance of such Additional Bonds, executed by an Bond upon such exchange or substitution, the Issuer may require the payment of a sum sufficient to cover any tax,
Authorized Officer of the City; and fee or other governmental charge that may be imposed in relation thereto and any other expenses of the Issuer or the
Trustee, including counsel fees and expenses, shipping charges and insurance.
(x) such additional legal opinions, certificates, instruments and other documents as the
Issuer, the City or Bond Counsel may reasonably deem necessary. If any Bond that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, instead of
issuing a Bond in exchange or substitution therefor, the Issuer may pay or authorize the payment of such Bond
(D) Additional Bonds may be authenticated, delivered and paid for in installments of less than the total (without surrender thereof except in the case of a mutilated Bond) if the applicant for such payment shall furnish to
authorized principal amount of a Series of Bonds from time to time as the Issuer may direct in an Issuer Order. the Issuer and to the Trustee evidence to the satisfaction of the Issuer and to the Trustee of the mutilation,
destruction, loss or theft of such Bond and of the ownership thereof and, in the case of any destroyed, lost or stolen
Section 2.05. Execution and Authentication. The Bonds shall be executed in the name and on behalf of the Bond, such security or indemnity as they may require to save them harmless.
Issuer by the manual or facsimile signature of the Executive Director of the Issuer and sealed with its corporate seal
(or a facsimile thereof). In case any officer whose manual or facsimile signature appears on the Bonds shall cease to Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Bond that is
be such officer before delivery of such Bonds, such signature, nevertheless, shall be valid and sufficient for all mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not
purposes as if such officer had remained in office until such delivery, and the Issuer may adopt and use for the the destroyed, lost or stolen Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all
execution of Bonds the manual or the facsimile signature of any person who shall have been at the time the proper the benefits hereof equally and proportionately with any and all other Bonds duly issued under this Indenture. All
officer to execute such Bonds, notwithstanding the fact that such person may not have been such officer on the date Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect
of such Bonds or that such person may have ceased to be such officer at the time when such Bonds shall be actually to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other
authenticated and delivered. rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without their surrender.
No Bond shall be valid or obligatory for any purpose or entitled to any right or benefit hereunder unless there shall
be endorsed on such Bond a certificate of authentication substantially in the form set forth in Exhibit A attached to Section 2.08. Cancellation and Disposition of Bonds. All mutilated Bonds, all Bonds surrendered for
this Indenture and made a part hereof, or the form set forth in the Supplemental Indenture authorizing the issuance exchange or transfer, all Bonds that have been paid at maturity or upon prior redemption and all Bonds surrendered
thereof (as the case may be), duly executed by the Trustee, and such certificate of the Trustee upon any Bond to the Trustee for cancellation or purchased by the Trustee shall be canceled by the Trustee and cremated or
executed on behalf of the Issuer shall be conclusive evidence and the only evidence required that a Bond so destroyed by other means. Upon request, the Trustee shall deliver to the Issuer a certificate of any such cremation or
authenticated has been duly issued hereunder and that the Holder thereof is entitled to the benefits of this Indenture. other destruction of any Bond, identifying such Bond so canceled and cremated or otherwise destroyed.
The certificate of the Trustee may be executed by any authorized signatory of the Trustee.
Section 2.09. Book Entry of Bonds. The provisions of this Section shall apply to the Bonds of each Series so
Section 2.06. Registration and Exchange of Bonds. The Bonds shall be negotiable instruments for all long as such Bonds shall be maintained under a book-entry system (the “Registered Bonds”) with The Depository
purposes and shall be transferable by delivery, subject only to the provisions for registration, registration of transfer Trust Company, or any other securities depository for the Bonds appointed pursuant to this Section, or their
and any the limitations on transfer set forth in this Indenture or any Supplemental Indenture or endorsed on such successors (a “Securities Depository”), any other provisions of this Indenture to the contrary notwithstanding. The
Bonds. Series 2020 Bonds shall be initially issued as Registered Bonds.
The Issuer shall cause books for registration and the registration of transfer of Bonds to be prepared. The (A) The principal or Redemption Price of and interest on the Registered Bonds shall be payable to the
registration books shall be kept by the Trustee. Securities Depository, or registered nominee or assigns, as the Registered Owner of the Registered Bonds, in same
day funds on each date on which the principal or Redemption Price of or interest on the Registered Bonds becomes
If any Bond is surrendered to the Trustee at its designated office for transfer or exchange in accordance with the due. Such payments shall be made to the offices of the Securities Depository specified by the Securities Depository
provisions of such Bond, the Issuer shall execute and authenticate and the Trustee shall authenticate and deliver in to the Issuer and the Trustee in writing. Without notice to or the consent of the beneficial owners of the Registered
exchange for such Bond a new Bond or Bonds of the same Series, in Authorized Denominations, bearing interest at Bonds, the Issuer and the Securities Depository may agree in writing to make payments of principal and interest in
the same rate and having the same stated maturity date, in aggregate principal amount equal to the principal amount a manner different from that set out herein. In such event, the Issuer shall give the Trustee notice thereof, and the
of the Bond so surrendered, upon reimbursement to the Issuer and the Trustee of an amount equal to any tax. fee or Trustee shall make payments with respect to the Registered Bonds in the manner specified in such notice as if set
other governmental charge required to be paid with respect to such exchange and any other expenses of the Issuer or forth herein. Neither the Issuer nor the Trustee shall have any obligation with respect to the transfer or crediting of
the Trustee, including counsel fees and expenses, shipping charges and insurance. the appropriate principal and interest payments to any participant of any Securities Depository (a “Participant”) or
the beneficial owners of the Registered Bonds or their nominees.
Neither the Issuer nor the Trustee shall be required to register the transfer of any Bond or make any such exchange
of any Bond during the fifteen (15) days preceding an Interest Payment Date applicable to such Bond, during the (B) In the event that part but not all of any Outstanding Bond is to be retired (by redemption or
fifteen (15) days preceding the date of mailing of any notice of redemption or after such Bond has been called for otherwise), the Securities Depository, in its discretion, (i) may request the Trustee to authenticate and deliver a new
redemption, except as otherwise provided in any Supplemental Indenture. Bond in accordance with Section 3.04 upon presentation and surrender of such Bond to the Trustee or (ii) shall
make appropriate notation on the Bond indicating the date and amount of each principal or Redemption Price
Section 2.07. Bonds Mutilated, Destroyed, Lost or Stolen. If any temporary or definitive Bond shall become payment, provided that payment of the final principal amount of any Bond shall be made only upon presentation
mutilated or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon its request the Trustee and surrender of such Bond to the Trustee.
shall authenticate and deliver, a new Bond in exchange for the mutilated Bond, or in lieu of and substitution for any
Bond so destroyed, lost or stolen. In every case of exchange or substitution, the applicant shall furnish to the Issuer (C) So long as the Securities Depository or its nominee is the Registered Owner of the Registered
and to the Trustee (i) evidence to their satisfaction of the mutilation, destruction, loss or theft of the applicant’s Bond Bonds, the Issuer and the Trustee will recognize the Securities Depository or its nominee (as the case may be) as
and of the ownership thereof and (ii) in the case of any destroyed, lost or stolen Bond, such security or indemnity as the holder of the Registered Bonds for all purposes, including (without limitation) the payment of the principal or
may be required by them to save each of them harmless from all risks, however remote. Upon the issuance of any Redemption Price of and interest on the Registered Bonds, the giving of notices and any consent or direction
required or permitted to be given to, or on behalf of, the Bondholders under this Indenture.
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(D) The Issuer, in its discretion, at any time may replace any Securities Depository as the depository purchased on such date whether or not the holders thereof surrender such Series 2020 Bonds for purchase and such
for the Registered Bonds with another qualified securities depository or discontinue the maintenance of the holders shall not be entitled to interest accruing on such Series 2020 Bonds subsequent to such date and shall have
Registered Bonds under a book-entry system upon thirty (30) days’ notice to the Securities Depository (or such no claims with respect thereto except to receive the purchase price of such Series 2020 Bonds so held by the Trustee.
fewer number of days as shall be acceptable to such Securities Depository). A copy of any such notice shall be
delivered promptly to the Trustee. (B) Mandatory Sinking Fund Redemption. The Series 2020 Bonds are subject to mandatory sinking
fund redemption prior to maturity at a Redemption Price equal to the principal amount thereof plus accrued interest
(E) If the Issuer discontinues the maintenance of the Registered Bonds under a book-entry system, the thereon to the date set for redemption from mandatory Sinking Fund Installments on September 1 of the following
Issuer will issue Bonds directly to the Participants or, to the extent requested by any Participant, to the beneficial years in the following amounts:
owners of the Registered Bonds as further described in this Section. The Issuer shall make provision to notify
Participants and the beneficial owners of the Registered Bonds, by mailing an appropriate notice to the Securities Series 2020 Bonds Maturing on September 1, 2030
Depository, or by other means deemed appropriate by the Issuer in its discretion, that it will issue Bonds directly to
the Participants or, to the extent requested by any Participant, to beneficial owners of the Registered Bonds as of a Sinking Fund Sinking Fund
date set forth in such notice, which shall be a date at least ten (10) days after the date of mailing of such notice (or Year Installment Year Installment
such fewer number of days as shall be acceptable to the Securities Depository). 2024 $1,325,000 2028 $2,080,000
2025 1,495,000 2029 2,295,000
In the event that Bonds are to be issued to Participants or to beneficial owners of the Registered Bonds, the 2026 1,685,000 2030* 2,520,000
Issuer shall promptly have prepared Bonds in certificated form of the same Series and maturity and bearing interest 2027 1,875,000
at the same rate, registered in the names of the Participants as shown on the records of the Securities Depository *
provided to the Trustee or, to the extent requested by any Participant, in the names of the beneficial owners of the final maturity
Registered Bonds shown on the records of such Participant provided to the Trustee, as of the date set forth in the
notice delivered in accordance with this subsection. Series 2020 Bonds Maturing on September 1, 2040
(F) If the Issuer replaces any Securities Depository as the depository for the Registered Bonds with Sinking Fund Sinking Fund
another Securities Depository, the Issuer will issue to the replacement Securities Depository Registered Bonds of Year Installment Year Installment
the same Series and maturity and bearing interest at the same rate, registered in the name of such replacement 2031 $2,750,000 2036 $4,215,000
Securities Depository. 2032 3,015,000 2037 4,555,000
2033 3,290,000 2038 4,910,000
(G) Each Securities Depository and the Participants and the beneficial owners of the Registered 2034 3,585,000 2039 5,285,000
Bonds, by their acceptance of the Registered Bonds, agree that the Issuer and the Trustee shall have no liability for 2035 3,895,000 2040* 5,675,000
the failure of any Securities Depository to perform its obligations to any Participant or any beneficial owner of any *
final maturity
Registered Bonds, nor shall the Issuer or the Trustee be liable for the failure of any Participant or other nominee of
any beneficial owner of any Registered Bonds to perform any obligation that such Participant or other nominee Series 2020 Bonds Maturing on September 1, 2050
may incur to any beneficial owner of the Registered Bonds.
Sinking Fund Sinking Fund
Section 2.10. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Year Installment Year Installment
Nothing in this Section shall in any way prohibit the prepayment or redemption of Bonds under Section 3.01, or the 2041 $6,090,000 2046 $ 8,465,000
defeasance of the Bonds and discharge of this Indenture under Section 8.01. 2042 6,520,000 2047 9,010,000
2043 6,970,000 2048 9,585,000
ARTICLE III 2044 7,450,000 2049 10,185,000
REDEMPTION OF BONDS 2045 7,945,000 2050* 10,815,000
*
Section 3.01. Series 2020 Bonds Subject to Redemption. The Series 2020 Bonds at the time outstanding may final maturity
be redeemed prior to their respective maturities as follows:
If (i) the Trustee purchases, pursuant to Section 4.05(C), Term Bonds of a Series during any Fiscal Year at
(A) Optional Redemption. The Series 2020 Bonds maturing on or after September 1, 20__ are subject least forty-five (45) days next preceding any September 1 on which a Sinking Fund Installment is due with respect
to redemption prior to maturity at any time on and after September 1, 20__, at the option of the Issuer upon the to such Series, (ii) the Issuer or the City delivers Term Bonds of a Series to the Trustee for cancellation on or before
direction of the City, as a whole or in part, in Authorized Denominations, at a Redemption Price equal to 100% of the forty-fifth (45th) day next preceding any September 1 on which a Sinking Fund Installment is due with respect to
the principal amount of the Series 2020 Bonds to be redeemed, plus accrued interest thereon to the date set for such Series, or (iii) Term Bonds of a Series subject to redemption from a Sinking Fund Installment are otherwise
redemption. redeemed during such Fiscal Year, then an amount equal to 100% of the aggregate principal amount of such Term
Bonds so purchased, delivered to the Trustee for cancellation or redeemed shall be credited against the immediately
In lieu of redeeming the Series 2020 Bonds, the Issuer shall have the right to purchase such Series 2020 succeeding Sinking Fund Installment for such Series of Term Bonds.
Bonds or cause such Series 2020 Bonds to be purchased on the date named for redemption at a price equal to 100%
of the principal amount of such Series 2020 Bonds, plus accrued interest thereon to the date named for redemption, If the aggregate principal amount of Term Bonds of any Series purchased by the Trustee, the Issuer or the
and by their acceptance of the Series 2020 Bonds, the holders thereof agree to sell the Series 2020 Bonds to the City or redeemed in any Fiscal Year is in excess of the Sinking Fund Installment due on the Term Bonds of such
Issuer or any purchaser obtained by the Issuer on such date. If there shall have been deposited with the Trustee the Series on the immediately succeeding September 1, the Trustee shall credit such excess against subsequent Sinking
purchase price of such Series 2020 Bonds on such date, then such Series 2020 Bonds shall be deemed to have been Fund Installments as directed by the Issuer, with the prior written consent of the City.
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(C) Extraordinary Mandatory Redemption. The Series 2020 Bonds are subject to redemption prior to At least twenty (20) days before each date on which a Sinking Fund Installment for the Bonds becomes due, the
maturity as a whole or in part at any time, at a Redemption Price equal to the principal amount thereof plus accrued Trustee shall select Bonds then subject to redemption from such Sinking Fund Installment to be redeemed on such
interest thereon to the date set for redemption, from funds transferred from the Project Account to the Debt Service date in an aggregate principal amount equal to such Sinking Fund Installment and shall give notice in the name of
Fund for the redemption of the Series 2020 Bonds in accordance with Section 4.04(B). the Issuer of the redemption of such Bonds.
(D) Extraordinary Optional Redemption. The Series 2020 Bonds are subject to redemption as a whole Each notice of redemption of Bonds shall be mailed to the registered owners of the Bonds to be redeemed at least
or part at any time, at a Redemption Price equal to 100% of the principal amount thereof, plus accrued interest to twenty (20) days before the date fixed for redemption and shall set forth (i) the CUSIP numbers and maturities of
the redemption date, at the option of the Issuer upon the direction of the City upon the occurrence of any of the Bonds (and Series, if more than one Series of Bonds are Outstanding) to be redeemed, (ii) the date fixed for
following conditions or events: (i) if title to, or the permanent use of, or use for a limited period of, any portion of redemption, (iii) the Redemption Price to be paid, (iv) the designated office of the Trustee at which such Bonds shall
the Development District or the Special Taxing District is condemned or the subject of an agreement with, or action be redeemed, (v) if fewer than all of the Bonds of a Series of any one maturity then Outstanding shall be called for
by, a public authority in the nature of or in lieu of condemnation proceedings, or (ii) if any portion of the redemption, any other distinctive numbers and letters of Bonds to be redeemed, (vi) in the case of Bonds to be
Development District or the Special Taxing District is damaged or destroyed by fire or other casualty, to the extent redeemed in part only, the portion of the principal amount thereof to be redeemed, (vii) any conditions to such
that the ability of the properties in the Development District or the Special Taxing District to generate sufficient redemption, and (viii) that on the date fixed for redemption, if all conditions, if any, to such redemption have been
Tax Increment Revenues or Special Tax Revenues, as applicable, to pay Debt Service on the Series 2020 Bonds is satisfied, there shall become due and payable upon all Bonds to be redeemed the Redemption Price thereof, together
substantially impaired in the judgment of the City with the approval of the Issuer, which judgment may rely on with interest accrued to the redemption date, and that, from and after such date, interest thereon shall cease to
information provided by the Administrator and shall be conclusive and binding on the owners of such Series 2020 accrue. The failure so to give any such notice to any of such registered owners shall not affect the validity of the
Bonds. proceedings for the redemption of any Bonds.
(E) Special Mandatory Redemption from Optional Prepayments of Special Taxes. The Series 2020 If any Bond which is not held under a book-entry system is to be redeemed in part only, the notice of redemption
Bonds are subject to redemption, in whole or in part, upon the written direction of the Issuer, from amounts that relates to such Bond shall state also that on or after the redemption date, the Holder shall surrender such Bond to
received by the Trustee constituting Special Taxes paid as a result of an optional prepayment of the Special Tax the Trustee at the designated office of the Trustee, to be replaced by a new Bond or Bonds of the same Series of
pursuant to the terms of the Rate and Method, on any date on which Series 2020 Bonds are subject to redemption at Bonds and maturity, bearing interest at the same rate and of any Authorized Denomination, which will be issued in
the option of the Issuer pursuant to paragraph (A) above, at the Redemption Price provided for the redemption of the aggregate principal amount equal to the unredeemed portion of such Bond.
Series 2020 Bonds pursuant to paragraph (A) above on such date plus interest accrued thereon to the date set for
redemption. Upon any redemption pursuant to this paragraph, the Sinking Fund Installments on the Series 2020 If notice of redemption shall have been given as provided herein and all conditions, if any, to such redemption have
Bonds becoming due in each year shall be reduced, pro rata. been satisfied, then on or prior to the redemption date the Issuer shall pay to the Trustee from the Pledged Revenues
an amount in cash that, in addition to other moneys, if any, available therefor held by the Trustee, shall be sufficient
(F) Special Mandatory Redemption from Mandatory Prepayments of Special Taxes. The Series 2020 to redeem at the Redemption Price thereof, plus accrued interest to the redemption date, all Bonds to be redeemed on
Bonds are subject to redemption, in whole or in part, upon the written direction of the Issuer, from amounts such date.
received by the Trustee constituting Special Taxes paid as a result of a Mandatory Prepayment of the Special Tax
as defined in the Rate and Method on any date on which Series 2020 Bonds are subject to redemption at the option Each notice of redemption with respect to any Bond shall comply with any published and mandatory rules,
of the Issuer pursuant to paragraph (A) above, at the Redemption Price provided for the redemption of Series 2020 regulations, or releases of the Securities Exchange Commission, the Municipal Securities Rulemaking Board or
Bonds pursuant to paragraph (A) above on such date plus interest accrued thereon to the date set for redemption. other governmental board or body from time to time that promulgates rules or regulations applicable to such Bond.
Upon any such redemption, the Sinking Fund Installments on the Series 2020 Bonds becoming due in each year
shall be reduced, pro rata. Section 3.04. Redemption of Portion of Bond. In case part but not all of any Bond which is not held under a
book-entry system shall be selected for redemption, upon the presentation and surrender of such Bond to the Trustee
Section 3.02. Selection of Bonds to Be Redeemed. Bonds subject to optional redemption or special mandatory for payment of the principal amount thereof so called for redemption in accordance with such Bond, the Issuer shall
redemption from prepayments of the Special Tax shall be selected in such order of maturity and from such Series of execute and the Trustee shall authenticate and deliver to or upon the order of the Registered Owner of such Bond or
Bonds as the Issuer may direct, with the prior written consent of the City. If fewer than all of the Bonds of a single his attorney or legal representative, without charge therefor, for the unredeemed portion of the principal amount of
maturity within the same Series are to be redeemed, Bonds of such Series to be redeemed will be selected by lot or the Bond so surrendered, a Bond or Bonds of the same Series and maturity, bearing interest at the same rate and of
other random method by the Trustee in such a manner as the Trustee in its discretion may determine; provided, any Authorized Denomination, in aggregate principal amount equal to the unredeemed portion of such Bond.
however, that the portion of any Bond of a Series of a denomination greater than the minimum Authorized
Denomination for Bonds of such Series to be redeemed shall be redeemed in part only in Authorized Denominations Section 3.05. Redemption of Additional Bonds. The provisions of this Article with respect to Additional
and that, in selecting portions of Bonds of a Series for redemption, the Trustee shall treat each Bond of such Series Bonds are subject in all respects to the provisions of the Supplemental Indenture authorizing the issuance thereof.
as representing that number of Bonds of the minimum Authorized Denomination for such Series which is obtained
by dividing the principal amount of such Bond to be redeemed in part by the minimum Authorized Denomination ARTICLE IV
for such Series, and provided further, however, that if the Bonds are registered in a book-entry system, the Securities FUNDS AND ACCOUNTS
Depository shall select the particular Bonds or portions of Bonds to be redeemed in accordance with its procedures.
Section 4.01. Creation of Funds and Accounts.
Section 3.03. Notice of Redemption. The Issuer shall (i) give notice to the Trustee of its election to redeem
Series 2020 Bonds pursuant to Section 3.01(A), 3.01(C) or 3.01(D) and (ii) give written direction to redeem Series (A) The following funds and accounts are hereby created by this Indenture and shall be maintained:
2020 Bonds pursuant to Section 3.01(E) and 3.01(F), in each case at least thirty (30) days prior to the redemption
date of such Series 2020 Bonds, or such fewer number of days as shall be acceptable to the Trustee. To the extent Series 2020 Costs of Issuance Fund,
any Series 2020 Bonds are to be redeemed pursuant to Section 3.01 upon the written direction of the City, a copy of
such written direction shall be provided to the Trustee by the Issuer. Upon receipt of such notice or direction, the
Trustee shall give notice in the name of the Issuer of the redemption of such Series 2020 Bonds.
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Improvement Fund, and therein a Series 2020 Capitalized Interest Account and a Series 2020 Project (B) The proceeds of any Additional Bonds shall be deposited in accordance with the Supplemental
Account Indenture authorizing the issuance of such Additional Bonds.
Debt Service Fund, Section 4.03. Costs of Issuance Fund. Amounts in the Costs of Issuance Fund shall be disbursed from time to
time to pay Costs of Issuance of the Series 2020 Bonds, as set forth in a completed and executed requisition
Reserve Fund, substantially in the form attached hereto as Exhibit B (each, a “Costs of Issuance Requisition”), together with all
exhibits and attachments required thereby, delivered to the Trustee. Each Costs of Issuance Requisition shall be
Pledged Revenues Fund, and therein a Tax Increment Account and a Special Taxes Account, signed by an Authorized Officer of the Issuer.
Administrative Expense Fund, and Upon the direction of an Authorized Officer of the Issuer, the Trustee shall use any moneys remaining in the Costs
of Issuance Fund to pay Debt Service on the Series 2020 Bonds on the next Interest Payment Date by depositing
Rebate Fund. such amounts into the Debt Service Fund.
The Costs of Issuance Fund, the Improvement Fund, the Project Account, the Capitalized Interest Account, Upon the earlier of (y) the date that is six (6) months from the date of initial delivery of the Series 2020 Bonds or (z)
the Administrative Expense Fund, the Debt Service Fund, the Pledged Revenues Fund, the Tax Increment Account, the date on which no amounts remain in the Costs of Issuance Fund, the Costs of Issuance Fund shall be closed and
the Special Taxes Account, the Reserve Fund and the Rebate Fund shall be held by the Trustee hereunder separate any remaining amounts on deposit therein shall be transferred to the Administrative Expense Fund.
and apart from all other moneys and funds of the Trustee and the Issuer.
Section 4.04. Improvement Fund.
The Tax Increment Fund and the Special Tax Fund created by the City pursuant to the Tax Increment
Ordinance and the Special Taxing District Ordinance, respectively, shall be held by the City as set forth in the (A) Capitalized Interest Account. Moneys in the Capitalized Interest Account shall be used
Contribution Agreement and the Ordinances. exclusively for the payment of interest accruing on the Series 2020 Bonds during the Capitalized Interest Period. On
the Business Day immediately prior to each Interest Payment Date, an amount equal to the lesser of the amount of
For internal accounting purposes, the funds and accounts created pursuant to this Section may contain one interest payable on the Series 2020 Bonds on such Interest Payment Date and the balance in the Capitalized Interest
or more accounts and sub-accounts, as the Issuer shall direct. Account shall be transferred to the Debt Service Fund. After the end of the Capitalized Interest Period, no amounts
in the Capitalized Interest Account shall be used to pay Debt Service on the Series 2020 Bonds unless the Issuer
(B) Pending application, as provided in this Indenture, of amounts on deposit in the Improvement delivers to the City and the Trustee a written opinion of Bond Counsel addressed to the Issuer, the City and the
Fund and the Project Account and Capitalized Interest Account therein, such amounts are hereby pledged to the Trustee, subject to customary exceptions and qualifications, that such action will not adversely affect the
payment of the principal of and interest on the Outstanding Series 2020 Bonds. Except as otherwise provided excludability from gross income, for federal income tax purposes, of interest paid on any Tax-Exempt Bonds
herein and in any Supplemental Indenture authorizing the issuance of any Additional Bonds in accordance with theretofore issued. If such opinion is obtained, the Capitalized Interest Period shall be extended to a date set forth in
Section 2.04, amounts on deposit in the Pledged Revenues Fund, the Tax Increment Account, the Special Taxes an Officer’s Certificate delivered to the City and the Trustee. On the first Business Day after the end of the
Account, the Debt Service Fund and the Reserve Fund shall be applied to the payment of the principal of and Capitalized Interest Period, upon delivery by the Issuer of an opinion of Bond Counsel described in the preceding
premium, if any, and interest on, the Series 2020 Bonds and any Additional Bonds secured thereby, and pending the sentence, any remaining amounts in the Capitalized Interest Account shall be transferred to the Debt Service Fund
application of such amounts as provided in this Indenture, such amounts are hereby pledged to the payment of the and the Capitalized Interest Account shall be closed.
Outstanding Series 2020 Bonds and any Additional Bonds.
(B) Project Account. Amounts in the Project Account shall be disbursed from time to time to pay
(C) The Rebate Fund, the Administrative Expense Fund and the Costs of Issuance Fund are not Actual Costs of the Series 2020 Project as set forth in a completed and executed requisition substantially in the form
pledged to the payment of any Bonds. attached hereto as Exhibit C (each, a “Series 2020 Project Requisition”), together with all exhibits and attachments
required thereby.
Section 4.02. Deposit of Series 2020 Bond Proceeds.
Each Series 2020 Project Requisition shall be approved by the Authorized Officer of the Issuer and the City
(A) The proceeds derived from the sale of the Series 2020 Bonds (plus a net original issue premium of Representative, accompanied by all approved attachments and exhibits required by such Requisition, and delivered
$1,822,903.40, less the underwriters’ discount of $1,058,303.20) in the amount of $138,249,600.20 shall be paid to to the Trustee. Series 2020 Project Requisitions may be delivered to the Trustee by Electronic Means.
the Trustee and forthwith deposited or transferred as follows: Notwithstanding anything herein or in the other Issuer Documents to the contrary, the Issuer and the City shall be
entitled, but shall not be required, to withhold any approval of any Series 2020 Project Requisition if, at any time,
(i) $112,249,443.00 shall be deposited in the Project Account and applied to the financing any Developer Party or any Affiliate thereof is delinquent in the payment of ad valorem real property taxes levied in
and refinancing of the Series 2020 Project; the Development District or Special Taxes levied in the Special Taxing District, until such time as such entity
provides the Issuer and the City with evidence that all such delinquent taxes have been paid.
(ii) $12,555,242.00 shall be deposited in the Capitalized Interest Account;
If an Authorized Officer of the Issuer with the consent of the City determines that all or any portion of the
(iii) $146,806.00 shall be deposited in the Administrative Expense Fund; amounts then on deposit in the Project Account are not expected to be expended for purposes of the Project
Account, then the Authorized Officer of the Issuer shall file an Officer’s Certificate acknowledged by the
(iv) $2,684,257.52 shall be deposited in the Costs of Issuance Fund; and Authorized Officer of the City with the Trustee to that effect identifying the amounts then on deposit in the Project
Account that are not expected to be used for such purposes, and the Trustee, upon receipt of such certificate, shall (i)
(v) $10,613,851.68 shall be deposited in the Reserve Fund, being the initial Reserve transfer such amounts to the Debt Service Fund to be used (a) to redeem the Series 2020 Bonds on the next Interest
Requirement. Payment Date for which notice of redemption can timely be given pursuant to Article III if the amount so transferred
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is at least $100,000 or (b) if such amount is less than $100,000, to pay interest on the Series 2020 Bonds on the next Section 4.06. Reserve Fund.
Interest Payment Date and (ii) close the Project Account.
(A) (i) If on any Interest Payment Date or any date on which the principal amount or
Upon the filing of an Officer’s Certificate to the effect that the Series 2020 Project has been completed, the Redemption Price of or any Sinking Fund Installment for any of the Series 2020 Bonds becomes due and the
Trustee shall transfer the amounts, if any, remaining in the Project Account in accordance with this subsection amount credited to the Debt Service Fund shall be less than the amount of the principal or Redemption Price of, the
4.04(B) and close the Project Account. Sinking Fund Installment for and the interest due on the Series 2020 Bonds and any Additional Bonds secured
thereby on such date, the Trustee forthwith shall transfer moneys from the Reserve Fund to the Debt Service Fund,
In making any determination pursuant to this subsection 4.04(B), the Authorized Officer of the Issuer may to the extent necessary to make good any deficiency.
conclusively rely upon a certificate of an Independent Financial Consultant.
(ii) If on any Interest Payment Date or any date on which the principal amount or
Section 4.05. Debt Service Fund. Redemption Price of or any Sinking Fund Installment for any Additional Bonds secured by a reserve fund becomes
due and the amount credited to the debt service fund for such Additional Bonds shall be less than the amount of the
(A) On each Interest Payment Date and on each date on which the principal or Redemption Price of, or principal or Redemption Price of, the Sinking Fund Installment for and the interest on such Additional Bonds due on
Sinking Fund Installment for, any Bonds becomes due, the Trustee shall withdraw from the Debt Service Fund and such date, the Trustee forthwith shall transfer moneys from the reserve fund, if any, securing such Additional Bonds
pay to the Holders of the Bonds secured thereby the principal or Redemption Price of (including Sinking Fund to the debt service fund for such Additional Bonds, to the extent necessary to make good any deficiency.
Installments) and interest and premium, if any, on the applicable Bonds then due and payable.
(B) Whenever transfer is made from the Reserve Fund to the Debt Service Fund due to a deficiency
(B) If on the date which is fifteen (15) Business Days before an Interest Payment Date, the Trustee described in paragraph (A) of this Section, the Trustee shall provide written notice thereof to the Issuer, the City
determines that, after taking into account amounts expected to be available for transfer pursuant to this Indenture, and the Administrator, specifying the amount withdrawn.
amounts on deposit in the Debt Service Fund will not be sufficient to pay Debt Service becoming due on such
Interest Payment Date, in each case the Trustee shall give the Issuer, the City and the Administrator written notice (C) (i) The Trustee shall determine the value of the assets of the Reserve Fund pursuant to
of such deficiency. Section 4.09(C) on each Interest Payment Date and on any other date at the request of an Authorized Officer of the
Issuer or an Authorized Officer of the City.
(C) (i) Subject to the provisions of paragraphs (A) and (B) of this Section, available moneys in
the Debt Service Fund shall be applied by the Trustee to the purchase or redemption of Bonds of such (ii) Annually, the Authorized Officer of the Issuer shall provide written notice to the Trustee
Series and maturities as the Issuer shall direct, with the consent of the City. of the Reserve Requirement applicable to each Series of Bonds.
(ii) Notwithstanding the foregoing, if the Issuer directs the Trustee to purchase Bonds with (iii) If the amount in the Reserve Fund exceeds the Reserve Requirement, the Trustee shall
amounts on deposit in the Debt Service Fund being held for the payment of any Sinking Fund Installments provide written notice to the Issuer and the City of the amount of the excess and shall transfer such excess from the
becoming due on any Term Bonds secured thereby in any year, such amounts shall be applied solely to the Reserve Fund (a)(1) during the Capitalized Interest Period for the Series 2020 Bonds, to the Capitalized Interest
purchase of such Term Bonds, provided that, if in any Fiscal Year the amount credited against the Sinking Account and (2) during the Capitalized Interest Period for any Series of Additional Bonds, to the capitalized
Fund Installment for such Term Bonds in accordance with Section 3.01 equals or exceeds the Sinking Fund interest account created for such Series of Additional Bonds, and (b) thereafter, to the Debt Service Fund or the
Installment for such Term Bonds due on the immediately succeeding September 1, any excess amount on Administrative Expense Fund, as shall be directed by the Issuer with the prior written consent of the City.
deposit in the Debt Service Fund for the payment of such Sinking Fund Installment shall be applied by the
Trustee to the purchase of any Bonds secured thereby and then outstanding as shall be directed by the (D) In determining the value of the assets of the Reserve Fund, there shall be credited to the Reserve
Issuer with the consent of the City. Fund the amount that can be realized by the Trustee under any letter of credit, insurance policy, guaranty, surety
bond or other similar facility (a “Reserve Fund Credit Facility”) delivered to the Trustee by the Issuer with the
(iii) Moneys required to pay the principal or Redemption Price of or interest on any Bonds approval of the City if each of the following conditions is met: (i) on the date of delivery of such Reserve Fund
shall not be deemed to be available for application as provided in this Section. Any Bonds purchased Credit Facility to the Trustee, the unsecured indebtedness or claims-paying ability of the issuer thereof is rated in
pursuant to this Section shall be registered in such names or cancelled as the Issuer, at the direction of the one of the three highest rating categories of at least one Rating Agency (without regard to any gradation within
City, shall direct. such category); (ii) such Reserve Fund Credit Facility requires that the issuer thereof provide written notice to the
Trustee of any downgrade in any rating of such issuer if the result of such downgrade would cause such rating to
(D) If the Issuer shall determine to provide for the payment of any Bonds as provided in Section 8.01, fall below the requirements set forth in clause (i) above and, as of the date of valuation, the Trustee has not received
amounts on deposit in the Debt Service Fund for the payment of Debt Service on such Bonds shall be paid to the such notice; (iii) such Reserve Fund Credit Facility permits the Trustee to realize amounts thereunder at such times
escrow deposit agent for such Bonds upon the order of the Issuer. as the Trustee is required to transfer any amount (other than any excess) from the Reserve Fund in accordance with
this Indenture; (iv) such Reserve Fund Credit Facility permits the Trustee to realize amounts thereunder (a) prior to
(E) Amounts deposited in the Debt Service Fund will be depleted at least once each Bond Year except the expiration thereof, if no replacement Reserve Fund Credit Facility is delivered to the Trustee prior the such
for a reasonable carryover amount, if any, not to exceed the greater of (i) the earnings on the Debt Service Fund for expiration date, unless the expiration date of such Reserve Fund Credit Facility is after the maturity date of the
the immediately preceding Bond Year or (ii) one-twelfth (1/12) of the Debt Service due on the Bonds for the Bonds secured thereby and (b) upon any downgrade in any rating of the issuer thereof if such downgrade would
immediately preceding Bond Year and the Issuer hereby directs the Trustee to make such transfers as are necessary cause such rating to fall below the requirements set forth in clause (i) above; and (v) on the date of delivery of such
to meet the requirements of this paragraph. Reserve Fund Credit Facility to the Trustee, there has been delivered to the Issuer, the City and the Trustee a
written opinion of Bond Counsel, subject to customary exceptions and qualifications, that the delivery of such
Reserve Fund Credit Facility will not adversely affect the excludability from gross income, for federal income tax
purposes, of interest paid on any Tax-Exempt Bonds theretofore issued.
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(E) Whenever the balance in the Reserve Fund equals or exceeds the amount required to redeem or (C) Notwithstanding the provisions of paragraph (B) of this Section, amounts on deposit in the
pay all Outstanding Bonds secured thereby, including interest accrued to the date of payment or redemption and Administrative Expense Fund, if any, representing proceeds of a Series of Bonds or investment earnings thereon
premium, if any, due upon redemption, upon the direction of the Issuer with the consent of the City, the Trustee shall be held in the Administrative Expense Fund and used to pay Administrative Expenses; provided, however,
shall transfer the amount in the Reserve Fund to the Debt Service Fund or to an escrow deposit fund under an that any such amounts remaining on deposit in the Administrative Expense Fund on the third anniversary of the
escrow deposit agreement. In the event that the amount to be transferred to the Debt Service Fund or an escrow Closing Date of such Series of Bonds shall be transferred from the Administrative Expense Fund to the Debt
deposit fund exceeds the amount required to pay and redeem the Outstanding Bonds secured thereby, the amount of Service Fund.
the excess shall be paid to the City free and clear of the lien of this Indenture. Notwithstanding the foregoing, no
amounts shall be transferred from the Reserve Fund pursuant to this paragraph until after the calculation of any Section 4.09. Investments.
amount due to the United States of America pursuant to Section 5.08 following payment of the Bonds secured
thereby and withdrawal of any required amount from the Reserve Fund for purposes of making such payment. (A) Subject to the provisions of Section 5.08, if applicable, moneys in any fund or account established
pursuant to this Indenture and held by the Trustee shall be invested by the Trustee as directed by an Authorized
Section 4.07. Pledged Revenues Fund; Tax Increment Account; Special Taxes Account. Officer of the Issuer after consultation with the City, but only in Permitted Investments. In the absence of any such
direction, such funds shall remain uninvested. The Authorized Officer of the Issuer shall direct the investment of
(A) As soon as practicable following receipt thereof, the Trustee shall deposit (i) all Tax Increment such funds so as to comply with Section 5.08, if applicable.
Revenues received from the City pursuant to the Contribution Agreement to the credit of the Tax Increment
Account and (ii) all Special Tax Revenues received from the City pursuant to the Contribution Agreement to the (B) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or agent in the
credit of the Special Taxes Account. As provided in the Contribution Agreement, the City Representative shall acquisition or disposition of any investment. Neither the Trustee nor the Issuer shall incur any liability for losses
specify the amounts transferred by the City to the Trustee to be deposited in each such account. arising from any investments made in accordance with this Section.
(B) On or before each Interest Payment Date, on each date on which the principal or Redemption Price (C) In determining the value of the assets of the funds and accounts created by this Indenture,
of any Bonds becomes due and on any other date required for the payment of any Administrative Expenses, the investments and accrued interest thereon shall be deemed a part thereof. Investments shall be valued at current
Trustee shall withdraw, first, from the Tax Increment Account and, then, to the extent amounts in the Tax Increment market value. Interest earned, profits realized and losses suffered by reason of any investment of the funds and
Account are insufficient therefor, from the Special Taxes Account and transfer the following amounts to the accounts created by this Indenture shall be credited or charged, as the case may be, to the fund or account for which
following funds in the following order of priority: (i) to the Administrative Expense Fund, such amount as shall be such investment shall have been made.
determined by the Administrator and provided to the Trustee to be necessary to pay Administrative Expenses, (ii) to
the Debt Service Fund, the amount necessary, taking into account any amounts then on deposit in the Debt Service (D) Investments in any and all funds and accounts may be commingled for purposes of making,
Fund and amounts on deposit in the Capitalized Interest Account and any capitalized interest account created for any holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit
Series of Additional Bonds and any surplus amounts on deposit in the Reserve Fund available for transfer to the of particular funds or accounts of amounts received or held by the Trustee or the Issuer hereunder, provided that the
Debt Service Fund, to make the amount in the Debt Service Fund equal the principal, premium, if any, and interest Trustee or the Issuer, as applicable, shall at all times account for such investments strictly in accordance with the
due on the Bonds on such date and (iii) to Reserve Fund, the amount necessary, taking into account amounts then on funds and accounts to which they are credited and otherwise as provided in this Indenture.
deposit in the Reserve Fund after giving effect to any amount required to be transferred from the Reserve Fund to
the Debt Service Fund, to make the amount in the Reserve Fund equal the Reserve Requirement. (E) The Trustee will furnish the Issuer, the City and the Administrator with monthly statements of the
funds and accounts established hereunder that are held by the Trustee, which statements shall include detail for all
(C) On June 15 of each Fiscal Year, commencing with the first Fiscal Year in which the amount of investment transactions made by the Trustee hereunder.
Tax Increment Revenues collected by the City is not less than the Debt Service due on the outstanding Bonds on
March 1 of such Fiscal Year and September 1 of the following Fiscal Year, as confirmed by the Administrator to the Section 4.10. Priority of Payments Following Default. If on any date on which the principal or Redemption
Trustee in writing, after any transfer to the Debt Service Fund, the Reserve Fund and the Administrative Expense Price of (including any Sinking Fund Installments) or interest on any Bond becomes due, the amounts on deposit in
Fund required by clause (B), any balance on deposit in, or deposited to, (i) the Special Taxes Account shall be the funds and accounts established pursuant to the Ordinances and this Indenture and available for the payment
transferred by the Trustee to the Debt Service Fund, and (ii) the Tax Increment Account in excess of the amount thereof are not sufficient to provide for such payments, amounts held by the Trustee hereunder, together with any
required to pay debt service on the Bonds on the immediately succeeding September 1 shall be withdrawn by the moneys thereafter becoming available for such purpose, shall be applied, after payment of fees and expenses of the
Trustee and paid to the City free and clear of the lien of this Indenture or transferred to the Debt Service Fund for Issuer, the City and the Trustee (including reasonable attorneys fees and expenses) and any other Administrative
application as directed by the City, but in each case subject to appropriation of such amounts by the City for such Expense payable from such funds and accounts, as follows:
purposes.
FIRST: to the payment to the Holders of the Bonds entitled thereto of all installments of interest then due
Section 4.08. Administrative Expense Fund. on the Bonds Outstanding, in the order in which such installments became due and payable and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the payment of such installment,
(A) Amounts on deposit in the Administrative Expense Fund shall be disbursed by the Trustee from ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination
time to time upon the request of an Authorized Officer of the Issuer to pay Administrative Expenses. or preference, except as to any difference in the respective rates of interest specified in such Bonds;
(B) Annually, on the last day of each Fiscal Year, commencing with the first Fiscal Year in which the SECOND: to the payment to the persons entitled thereto of the unpaid principal of any Outstanding Bonds
Tax Increment Revenues collected by the City are not less than the sum of the Debt Service due on March 1 of such that shall have become due and payable, in the order of their due dates, with interest upon the principal amount of
Fiscal Year and September 1 of the following Fiscal Year, as confirmed by the Administrator to the Trustee in such Bonds from the respective dates upon which such principal shall have become due and payable and, if the
writing, at the request of the City, the Trustee shall withdraw any amounts then remaining in the Administrative amount available shall not be sufficient to pay in full the principal of such Bonds due and payable on any particular
Expense Fund and pay to the City any amounts that are not required to pay Administrative Expenses incurred but date, together with such interest, then first to the payment of such interest, ratably, according to the amount of
not yet paid, and which are not otherwise encumbered, free and clear of the lien of this Indenture. interest due on such date, and then to the payment of such principal, ratably, according to the amount of principal
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due on such date, to the persons entitled thereto, without any discrimination or preference, except as to any ARTICLE V
difference in the respective rates of interest specified in such Bonds; and COVENANTS OF THE ISSUER
THIRD: to the payment of the interest on and the principal of the Bonds Outstanding as the same become Section 5.01. Punctual Payment. Subject to the provisions of this Indenture, the Issuer will punctually pay or
due and payable. cause to be paid, but solely from the Pledged Revenues received by the Trustee from the City pursuant to the
Contribution Agreement and amounts on deposit in the funds and accounts created under this Indenture, the Debt
Notwithstanding the foregoing provisions, Service due on the Bonds when and as due in strict conformity with the terms of this Indenture, the Bonds and any
Supplemental Indenture, and it will faithfully observe and perform all of the conditions, covenants and requirements
(i) amounts on deposit in any fund or account maintained for any particular Series of Bonds of this Indenture, the Bonds and any Supplemental Indenture.
shall be applied solely to the payment of amounts due on such Series of Bonds,
Section 5.02. Bonds Constitute Special Obligations. The Bonds are special obligations of the Issuer, payable
(ii) any other amounts held by the Trustee hereunder shall be allocated pro rata among the solely from and secured solely by the Pledged Revenues and certain other assets and revenues pledged by the Issuer
Outstanding Bonds of each Series on the basis of the amounts of principal and interest then due on such under this Indenture, including certain other funds held by the Trustee hereunder. The Bonds do not constitute a
Bonds after giving effect to the application of amounts in clause (i) above; and general obligation debt of the Issuer or pledge of the State’s or the City’s full faith and credit or taxing power. The
Issuer has no taxing power.
(iii) amounts in the Administrative Expense Fund, the Costs of Issuance Fund and the Rebate
Fund shall not be applied to pay Debt Service on the Bonds. Amounts in the Administrative Expense Fund, the Costs of Issuance Fund and the Rebate Fund are not pledged to
the repayment of the Bonds.
Prior to the application of any moneys that constitute proceeds of any Series of Tax-Exempt Bonds or the
investment earnings on such proceeds to the payment of any Bond of any other Series, the Trustee shall obtain a No operating revenues or other part of the Project financed with the proceeds of the Bonds is in any way pledged to
written opinion of Bond Counsel, subject to customary exceptions and qualifications, to the effect that such action pay the Debt Service on the Bonds. Any proceeds of condemnation or destruction of any part of the Project are not
will not adversely affect the excludability from gross income, for federal income tax purposes, of interest paid on pledged to pay the Debt Service on the Bonds and are free and clear of any lien or obligation imposed hereunder.
any Tax-Exempt Bonds theretofore issued.
Section 5.03. [Reserved]
Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied by the
Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard Section 5.04. Encumbrances.
to the amount of such moneys available for application and the likelihood of additional moneys becoming available
for such application in the future. The setting aside of such moneys in trust for the benefit of all Holders of Bonds (A) The Issuer shall not create and, to the extent Pledged Revenues are available for the discharge
Outstanding shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to thereof, shall not suffer to remain, any charge or lien upon any of the Pledged Revenues or other amounts pledged
the Issuer, to any Bondholder or to any other person for any delay in applying any such moneys, so long as the to the Bonds superior to, or on parity with the pledge and lien herein created for the benefit of the Bonds except as
Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in permitted by this Indenture; provided, that nothing herein shall be deemed to limit the right of the Issuer to pledge
accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. and assign its interest in the Pledged Revenues to secure subordinate obligations issued for the Districts in
Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be an accordance with the MEDCO Act, the City Charter Acts and the Ordinances, so long as such obligations are
Interest Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to payable solely from any Pledged Revenues remaining after the transfers to the Debt Service Fund, the Reserve
be made, and upon such date interest on the amounts of principal of the Bonds to be paid on such date shall cease to Fund, and the Administrative Expense Fund required by Section 4.07 (and, with respect to any Additional Bonds,
accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date. The the applicable provisions of the Supplemental Indenture that authorized the issuance of such Additional Bonds) are
provisions of this paragraph shall be subject in all respects to the provisions of the Bonds with respect to the made.
payment of defaulted interest on the Bonds. The Trustee shall not be required to make payment to the holder of any
Bond unless such Bond shall be presented to the Trustee. (B) To the extent Pledged Revenues are available to the Issuer therefor, the Issuer will cause to be
discharged, or will make adequate provisions to satisfy and discharge, within one hundred twenty (120) days after
Section 4.11. Application of Funds for Retirement of Bonds. If the Issuer shall determine to provide for the the same shall accrue, all lawful claims and demands that, if unpaid, might by law become a lien upon the Pledged
payment or redemption of all Outstanding Bonds, amounts on deposit in any fund or account created by this Revenues. Nothing contained in this Paragraph shall require the Issuer to pay or cause to be discharged, or make
Indenture shall be transferred to the Debt Service Fund or any escrow deposit agent for the Bonds for the payment of provision for, any such lien, encumbrance or charge so long as the validity thereof shall be contested in good faith
the principal or Redemption Price of or interest on such Bonds upon the written direction of the Issuer with the and by appropriate legal proceedings.
consent of the City.
Section 5.05. Books and Records. The Issuer will keep, or cause to be kept, proper books of record and
Section 4.12. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys account in which complete and correct entries shall be made of all transactions relating to the Pledged Revenues and
held by the Trustee in trust for the payment and discharge of the principal of, and the interest and premium on, the the funds and accounts created under this Indenture. Such books shall be subject to the inspection of the Trustee, the
Bonds which remains unclaimed for the lesser of one (1) year or the day before the maximum time allowed by City and any duly authorized representative of Holders of not less than ten percent (10%) of the Bonds, upon written
applicable law after the date when the payment of such principal, interest and premium have become payable, shall request to the Issuer by the Trustee, the City or such representative, as applicable. The Issuer shall provide the
be repaid by the Trustee to the City as its absolute property free from any trust, and the Trustee shall thereupon be Trustee, the City or such representative, as applicable, an opportunity to inspect such books and records during the
released and discharged with respect thereto and the Holders shall look only to the City for the payment of the Issuer’s regular business hours and on a mutually agreeable date not later than thirty (30) days after the Issuer
principal of, and interest and premium on, such Bonds. receives such request.
Section 5.06. [Reserved]
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Section 5.07. Protection of Security and Rights of Bondholders; Further Assurances. The Issuer will The Section 148 Certifying Official may execute an amendment or supplement to any Section 148 Certificate upon
preserve and protect the security of the Bonds and the rights of the Bondholders, and will warrant and defend their delivery to the Trustee and the City of a written opinion of Bond Counsel, subject to customary exceptions and
rights against all claims and demands of all persons, and the Issuer will adopt, make, execute and deliver any and all qualifications, to the effect that such actions to be taken by the Issuer in accordance with such amendment or
such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the supplement will not adversely affect the excludability from gross income, for federal income tax purposes, of
intention or to facilitate the performance of this Indenture, and for better assuring and confirming unto the Holders interest paid on any Tax-Exempt Bonds theretofore issued.
the rights and benefits provided in this Indenture.
Neither the Issuer nor the Trustee shall incur any liability in connection with any action as contemplated herein so
Section 5.08. Bonds Not to be Arbitrage Bonds; Rebate Fund. The Executive Director of the Issuer shall be long as the Issuer and the Trustee act in good faith.
the official of the Issuer responsible for issuing the Tax-Exempt Bonds (the “Section 148 Certifying Official”).
The Section 148 Certifying Official shall execute and deliver (on the date of each issuance of Tax-Exempt Bonds) a Section 5.09. Extension of Time for Payment. Except as otherwise provided herein, in order to prevent any
certificate of the Issuer (each such certificate, as it may be amended and supplemented from time to time in accumulation of claims for interest after maturity, the Issuer shall not, directly or indirectly, extend or consent to the
accordance with this Section, being referred to herein as a “Section 148 Certificate”) that complies with the extension of the time for the payment of any claim for interest on any of the Bonds and shall not be a party to the
requirements of Section 148 of the Code or any successor to such Section in effect on the date of issuance of such approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. Except
Bonds (“Section 148”). The Issuer shall set forth in such Section 148 Certificate its reasonable expectations as to as otherwise provided herein, in case any such claim for interest shall be extended or funded, whether or not with the
relevant facts, estimates and circumstances relating to the use of the proceeds of such Bonds, or of any moneys, consent of the Issuer, such claim for interest so extended or funded shall not be entitled, in case of default hereunder,
securities or other obligations that may be deemed to be proceeds of such Bonds within the meaning of Section 148 to the benefits of this Indenture, except as expressly set forth in Section 4.10.
(collectively, the “Bond Proceeds”).
Section 5.10. Funding Agreement; Contribution Agreement. The Issuer covenants to enforce its rights and
The Issuer covenants that (i) the facts, estimates and circumstances set forth in each Section 148 Certificate will be remedies under the Funding Agreement and the Contribution Agreement as necessary and appropriate to facilitate
based on the Issuer’s reasonable expectations on the date of delivery of such Certificate and will be, to the best of the completion of the Series 2020 Project by the Developer Parties and the deposit by the City with the Trustee of
the Section 148 Certifying Official’s knowledge, true, correct and complete as of that date and (ii) the Section 148 Pledged Revenues in accordance with the Contribution Agreement, respectively, and the satisfaction of the
Certifying Official will make reasonable inquiries to ensure such truth, correctness and completeness. obligations of the Issuer under this Indenture and the Bonds. The Issuer further covenants that it will not terminate
the Funding Agreement or the Contribution Agreement other than in accordance with its terms.
The Issuer further covenants that it will not make, or (to the extent it exercises control or direction) permit any other
person to make, any use of the Bond Proceeds that would cause any Tax-Exempt Bonds to be “arbitrage bonds” Without notice to or the consent of the Trustee or the Bondholders, but with the prior written consent of the City, the
within the meaning of Section 148. The Issuer further covenants that it will comply with those provisions of Section Issuer at any time and from time to time may supplement, modify or amend the Funding Agreement or the
148 that are applicable to any Tax-Exempt Bonds on the date of issuance of such Bonds and with those provisions of Contribution Agreement for one or more of the following purposes:
Section 148 that may subsequently be lawfully made applicable to such Bonds. To the extent that provisions of
Section 148 apply only to a portion of any Tax-Exempt Bonds, it is intended that the covenants of the Issuer (A) to add to the covenants and agreements of the Developer Parties contained in the Funding Agreement or the
contained in this Section be construed so as to require the Issuer to comply with Section 148 only to the extent of covenants and agreements of the City contained in the Contribution Agreement, other covenants and agreements
such applicability. thereafter to be observed;
The Issuer shall (i) hold and invest Bond Proceeds, if any, within its control (if such proceeds are invested) and (ii) (B) to make any change required or permitted by the Funding Agreement;
direct the Trustee to transfer amounts on deposit in any fund or account created by this Indenture (other than the
Debt Service Fund and the Pledged Revenues Fund) to the Rebate Fund for the payment of rebates or payments in (C) to cure any ambiguity or to cure or correct any defect or inconsistent provisions contained in the Funding
lieu thereof to the United States of America, all in accordance with the expectations of the Issuer set forth in the Agreement or the Contribution Agreement or to make such provisions in regard to matters or questions arising under
Section 148 Certificates. the Funding Agreement or the Contribution Agreement as may be necessary or desirable and not contrary to or
inconsistent with the Funding Agreement or the Contribution Agreement, respectively, or this Indenture;
The Issuer shall make timely payment, but only from the Rebate Fund, the Administrative Expense Fund and other
property pledged under this Indenture, of any rebate amount or payment in lieu thereof (or installment of either) (D) to make any change required or permitted pursuant to Section 2.04 in connection with the issuance of
required to be paid to the United States of America in order to preserve the excludability from gross income, for Additional Bonds;
federal income tax purposes, of interest paid on the Tax-Exempt Bonds and shall include with any such payment
such other documents, certificates or statements as shall be required to be included therewith under then-applicable (E) to obtain or to maintain any ratings on any Bonds from any nationally recognized securities rating agency;
law and regulations.
(F) to preserve the excludability from gross income for federal income tax purposes of the interest paid on any
Upon the written direction of the Authorized Officer of the Issuer, the Trustee shall transfer amounts on deposit in Tax-Exempt Bonds theretofore issued; or
any fund or account created by this Indenture (other than the Debt Service Fund and the Pledged Revenues Fund) to
the Rebate Fund, any other provision of this Indenture to the contrary notwithstanding. Amounts on deposit in the (G) to make any other change in the Funding Agreement or the Contribution Agreement which the Issuer and
Rebate Fund from time to time required to be paid to the United States of America pursuant to Section 148 as a the Trustee determine, in reliance upon an opinion of counsel (which may be Bond Counsel), shall not prejudice in
rebate or payment in lieu thereof shall be made available by the Trustee to the Issuer for such payments upon the any material respect the rights of the Holders of the Bonds Outstanding at the date as of which such change shall
written direction of the Issuer. Upon the written direction of the Issuer, the Trustee shall transfer amounts on deposit become effective.
in the Rebate Fund to any fund or account created by this Indenture, provided that the amount to be transferred shall
not exceed the excess of the amount on deposit in the Rebate Fund over the rebate liability as of the date of Notwithstanding the foregoing, the Issuer shall not supplement, modify or amend Sections 2.03, 3.01, 3.02, 4.01,
calculation, less amounts theretofore paid to the United States as rebate with respect to the Tax-Exempt Bonds. 4.02 or 5.01 of the Contribution Agreement without the prior written consent of the holders of a majority of the
Outstanding Bonds.
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Except as provided above, the Issuer covenants that it will not supplement, modify or amend the Funding Agreement document provided to the Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably
or the Contribution Agreement without the prior written consent of the holders of a majority of the Bonds believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared
Outstanding. and furnished pursuant to any of the provisions of this Indenture, or upon the written opinion of any counsel,
architect, engineer, insurance consultant, management consultant or accountant believed by the Trustee to be
The Issuer shall provide the Trustee with a copy of any amendment to the Funding Agreement or the Contribution qualified in relation to the subject matter, and the Trustee shall be under no duty to make any investigation or
Agreement. inquiry into any statements contained or matters referred to in any such instrument. The Trustee may consult with
counsel, who may or may not be Bond Counsel or counsel to the Issuer, and the opinion of such counsel shall be full
Section 5.11. Amendment of the Project. Nothing contained herein shall be construed to limit the right of the and complete authorization and protection in respect of any action taken or suffered by it in good faith and in
Issuer, with the prior written consent of the City, to amend the Project subject in all respects to the requirements of accordance therewith.
the MEDCO Act, the City Charter Acts, the Ordinances, the Issuer Resolution and the City Resolution.
Whenever the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or
ARTICLE VI suffering any action under this Indenture, such matter may be deemed to be conclusively proved and established by
THE TRUSTEE; THE ADMINISTRATOR an Officer’s Certificate, unless other evidence in respect thereof be hereby specifically prescribed. Such Officer’s
Certificate shall be full warrant for any action taken or suffered in good faith under the provisions hereof, but in its
Section 6.01. Trustee as Trustee and Paying Agent. The Trustee is hereby designated and agrees to act as discretion the Trustee may in lieu thereof accept other evidence of such fact or matter or may require such further or
Trustee ( including as Paying Agent) for and in respect to the Series 2020 Bonds and, except as otherwise provided additional evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request, order,
in any Supplemental Indenture, any Additional Bonds. notice or other direction required or permitted to be furnished pursuant to any provision hereof by the Issuer to the
Trustee shall be sufficiently executed if executed in the name of the Issuer by an Authorized Officer of the Issuer.
Section 6.02. Trustee Entitled to Indemnity. The Trustee shall be under no obligation to institute any suit, or
to undertake any proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in The Trustee is not liable with respect to any action it takes or omits to take in good faith in accordance with the
which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the direction of the Holders under any provision of this Indenture relating to the time, method and place of conducting
enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee
reasonable costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability under this Indenture.
except as a consequence of its own gross negligence or willful misconduct. Nevertheless, the Trustee may begin
suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as the Trustee, without The Trustee shall not be under any obligation to see to the recording or filing of this Indenture, or otherwise to the
indemnity, and in such case the Issuer shall reimburse the Trustee from the Pledged Revenues Fund or amounts on giving to any person of notice of the provisions hereof except as expressly required in Section 6.13.
deposit in the Costs of Issuance Fund or the Administrative Expense Fund, for all costs and expenses, outlays and
counsel fees and other reasonable disbursements properly incurred in connection therewith. If the Issuer shall fail to Section 6.06. Compensation. Unless otherwise provided by contract with the Trustee or otherwise expressly
make such reimbursement, the Trustee may reimburse itself from any moneys in its possession under the provisions provided herein, the Issuer shall pay to the Trustee from the Pledged Revenues Fund or amounts on deposit in the
of this Indenture and shall be entitled to a preference therefor over any Bonds Outstanding hereunder. Costs of Issuance Fund or the Administrative Expense Fund, from time to time, reasonable compensation for all
services rendered by it hereunder, including its services as Trustee and Paying Agent, together with all its reasonable
Section 6.03. Responsibilities of the Trustee. The Recitals contained in this Indenture and in the Bonds shall expenses, charges and other disbursements and those of its counsel, agents and employees, incurred in and about the
be taken as the statements of the Issuer and the Trustee assumes no responsibility for the correctness of the same. administration and execution of the trusts hereby created and the exercise of its powers and the performance of its
The Trustee makes no representation as to the validity or sufficiency of this Indenture or the Bonds or with respect duties hereunder, subject to any limit on the amount of such compensation or recovery of expenses or other charges
to the security afforded by this Indenture and the Trustee shall incur no liability with respect thereto. Except as as shall be prescribed by specific agreement, and the Trustee shall have a lien therefor on any and all funds from
otherwise expressly provided in this Indenture, the Trustee shall have no responsibility or duty with respect to: (i) which the Trustee may be paid at any time held by it hereunder prior to any Bonds Outstanding. The Issuer shall
the issuance of Bonds for value; (ii) the application of the proceeds thereof, except to the extent that such proceeds indemnify and save the Trustee harmless, but solely from the Pledged Revenues Fund or amounts on deposit in the
are received by it in its capacity as Trustee; (iii) the application of any moneys paid to the Issuer (including but not Costs of Issuance Fund and the Administrative Expense Fund, against any expenses and liabilities that the Trustee
limited to any funds held by the Issuer hereunder) or others in accordance with this Indenture, except as to the may incur in the exercise and performance of its powers and duties hereunder that are not due to its negligence or
application of any moneys paid to it in its capacity as Trustee; or (iv) any calculation of arbitrage or rebate under the willful misconduct. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its
Code. own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its
rights or powers. If the Issuer shall fail to make any payment required by this Section, the Trustee may make such
The duties and obligations of the Trustee shall be determined by the express provisions of this Indenture, and the payment from any moneys in its possession under the provisions of this Indenture and shall be entitled to a
Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in preference therefor over any Bonds Outstanding hereunder.
this Indenture.
Section 6.07. Permitted Acts. The Trustee and its directors, officers, employees or agents may become the
The Trustee shall not be liable for any action taken or omitted by it in the performance of its duties under this owner of or may in good faith buy, sell, own, hold and deal in Bonds and may join in any action that any holder of
Indenture, except for its own gross negligence or willful misconduct. Bonds may be entitled to take as fully and with the same rights as if it were not the Trustee. The Trustee may act as
depository, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to,
Section 6.04. Property Held in Trust. All moneys and securities held by the Trustee at any time pursuant to the Issuer or any committee formed to protect the rights of Holders of Bonds or to effect or aid in any reorganization
the terms of this Indenture shall be held by the Trustee in trust for the purposes and under the terms and conditions growing out of the enforcement of the Bonds or this Indenture, whether or not such committee shall represent the
of this Indenture. Holders of a majority of the Bonds.
Section 6.05. Trustee Protected in Relying on Certain Documents. The Trustee may rely upon any Section 6.08. Resignation of Trustee. The Trustee may at any time resign and be discharged of its duties and
resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other obligations hereunder by giving not fewer than thirty (30) days’ notice, specifying the date when such resignation
shall take effect, to the Issuer, the City and each Holder of any outstanding Bond. Such resignation shall take effect
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upon the appointment of a successor as provided in Section 6.10 and the acceptance of such appointment by such consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or
successor. substantially all of its corporate trust business shall be the successor to such Trustee hereunder, without any further
act, deed or conveyance, provided that such company shall be a commercial bank or trust company or national
Section 6.09. Removal of Trustee. The Trustee may be removed at any time by (i) the Holders of a majority of banking association qualified to be a successor to such Trustee under the provisions of Section 6.10.
the Bonds by an instrument or concurrent instruments in writing signed and acknowledged by such Holders or by
their attorneys-in-fact, duly authorized and delivered to the Issuer and the City, or (ii) so long as no default shall Section 6.13. Trustee to File Continuation Statements. The Trustee may, at the request of the Issuer, file or
have occurred and be continuing under this Indenture, the City with the approval of the Issuer. Copies of each such cause to be filed, at the expense of the Issuer, but solely from the Pledged Revenues Fund or amounts on deposit in
instrument shall be delivered by the City to the Trustee, the Issuer and any successor thereof. The Trustee may also the Costs of Issuance Fund or the Administrative Expense Fund, such amendments to or continuation financing
be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or statements as may be required by Article 9 of the Maryland Uniform Commercial Code, as from time to time in
proceed in accordance with, any provision of this Indenture with respect to the duties and obligations of the Trustee effect (the “UCC”) and provided by the Issuer, in order to continue perfection of the security interest of the Trustee
by any court of competent jurisdiction upon the application of the Issuer, the City or the Holders of not less than ten in such items of tangible or intangible personal property and any fixtures as may have been granted to the Trustee
percent (10%) of the Bonds. pursuant to this Indenture the time, place and manner required by the UCC. The Trustee shall not be responsible for
the preparation or content of any amendments to or continuation financing statements provided by the Issuer to the
Section 6.10. Successor Trustee. If the Trustee shall be removed, be dissolved or become incapable of acting, Trustee for filing. If the Trustee declines to file any such amendments to or continuation financing statements, the
or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee or of its Issuer shall file the same.
property shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or
affairs, the position of the Trustee hereunder shall thereupon become vacant. Section 6.14. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture
insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any
If the Trustee shall resign, or if the position of Trustee shall become vacant for any reason, a successor Trustee shall construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Holders of the
be appointed by the City with the approval of the Issuer or, if a default shall have occurred and be continuing Bonds.
hereunder, by the Holders of at least twenty-five percent (25%) of the Bonds by an instrument or concurrent
instruments in writing delivered to such successor Trustee, with notification thereof being given to the predecessor Section 6.15. The Administrator. MuniCap, Inc. is hereby confirmed by the Issuer as Administrator
Trustee and, in the case of any appointment made by the Holders of the Bonds, the Issuer and the City. hereunder. The Administrator undertakes to perform such duties, and only such duties, as are specifically set forth
in this Indenture and as further set forth in this Article VI and the Administration Agreement, and no implied
If in a proper case no appointment of a successor Trustee shall be made within forty-five (45) days after the giving covenants or obligations shall be read into this Indenture against the Administrator.
by any Trustee of any notice of resignation in accordance with Section 6.08 or after the occurrence of any other
event requiring or authorizing such appointment, the Trustee or any Holder of Bonds may apply to any court of Section 6.16. Duties of Administrator.
competent jurisdiction for the appointment of such a successor, and the court may thereupon, after such notice, if
any, as the court may deem proper, appoint such successor. (A) The Administrator by its acceptance hereof agrees to perform the following tasks in connection
with the Bonds:
Any successor Trustee appointed under the provisions of this Section shall be a commercial bank or trust company
or national banking association (i) having a capital and surplus and undivided profits aggregating at least (i) determine and calculate the annual Special Taxes to be collected each year as provided
$100,000,000, if there be such a commercial bank or trust company or national banking association willing and able for in the Special Taxing District Ordinance and the Rate and Method;
to accept the appointment on reasonable and customary terms, and (ii) authorized by law to perform all the duties of
the Trustee required by this Indenture. (ii) prepare an annual report for submission to the Issuer and the City containing an
explanation of the classification of property and the methodology employed to calculate the amount of
Each successor Trustee shall mail, in accordance with the provisions of the Bonds, notice of its appointment to the Special Taxes to be collected;
Trustee, the City and each of the Holders of the Bonds.
(iii) provide such advice and assistance as may be required by the City in connection with the
Section 6.11. Transfer of Rights and Property to Successor Trustee. Any successor Trustee appointed under levy and collection of Special Taxes;
the provisions of Section 6.10 shall execute, acknowledge and deliver to its predecessor, the Issuer and the City an
instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed or (iv) perform such additional duties as may be specified in this Indenture or the Administration
conveyance, shall become fully vested with all moneys, estates, properties, rights, immunities, powers, duties, Agreement; and
obligations and trusts of its predecessor hereunder, with like effect as if originally appointed as Trustee. However,
the Trustee then ceasing to act shall nevertheless, on request of the Issuer or of such successor, execute, (v) provide those services required of it pursuant to the Disclosure Agreement.
acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in such successor all the rights, (B) In the event of a failure by the Administrator to comply with any provisions of this Section, any
immunities, powers and trusts of such Trustee and all the right, title and interest of such Trustee in and to the Trust Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific
Estate, and shall pay over, assign and deliver to such successor any moneys or other properties subject to the trusts performance by court order, to cause the Administrator to comply with its obligations under this Section.
and conditions herein set forth. Should any deed, conveyance or instrument in writing from the Issuer be required
by such successor for more fully and certainly vesting in and confirming to it any such moneys, estates, properties, (C) The Administrator shall have only those duties relating to continuing disclosure as set forth in the
rights, powers, duties or obligations, any and all such deeds, conveyances and instruments in writing, on request and Disclosure Agreement, and shall not be deemed to be acting in a fiduciary capacity for the Issuer, the Trustee, the
so far as may be authorized by law, shall be executed, acknowledged and delivered by the Issuer. Bondholders or any other party for the purpose of complying with its obligation to provide continuing disclosure.
Section 6.12. Merger, Conversion or Consolidation of Trustee. Any company into which the Trustee may be
merged or with which it may be consolidated or any company resulting from any merger, conversion or
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(D) Neither the Holders, the Developer nor its Affiliates shall have any claim against the Issuer, the (e) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or
City, the Trustee or the Administrator, and the Issuer, the City, the Trustee and the Administrator shall not be liable, consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of
for any estimate, determination or other action in connection with the Administrator’s analysis and projections whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
described in Section 2.04(C)(vii), so long as such actions are undertaken in good faith and in the absence of gross
negligence or willful misconduct. ARTICLE VII
MODIFICATION OR AMENDMENT OF INDENTURE
Section 6.17. Qualifications, Resignation, Removal and Appointment of Successor Administrator. Any
successor Administrator appointed pursuant to the provisions of this Section shall be an individual or entity with the Section 7.01. Modification or Amendment without Consent. Without notice to or the consent of the
ability, as determined by the City with the approval of the Issuer, to perform the duties of the Administrator under Bondholders, but with the prior written consent of the City, the Issuer at any time and from time to time may enter
this Indenture and the Disclosure Agreement and as more particularly set forth in the Administration Agreement. into Supplemental Indentures supplementing, modifying or amending this Indenture or any Supplemental Indenture
Such successor Administrator shall enter into an agreement with the Issuer and the City substantially in the form of for one or more of the following purposes:
the Administration Agreement.
(i) to grant to or confer upon the Trustee for the benefit of the Bondholders any additional
With the approval of the Issuer, the City may remove the Administrator initially appointed and any successor thereto rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the
upon sixty (60) days written notice to the Administrator and the Issuer, and shall appoint a successor or successors Trustee for the benefit of such Bondholders;
thereto. The City shall provide notice to the Trustee and the Holders of the removal of the Administrator and the
appointment of any successor Administrator. (ii) to add to the covenants and agreements of the Issuer contained in this Indenture, other
covenants and agreements thereafter to be observed relative to the operation, maintenance, development or
The Administrator may resign from its obligations hereunder and under the Administration Agreement upon sixty administration of the Project or relative to the application, custody, use or disposition of the proceeds of
(60) days written notice to the Issuer, the City and the Trustee. Any resignation or removal of the Administrator Bonds;
shall become effective upon acceptance of appointment by the successor Administrator.
(iii) to surrender any right, power or privilege reserved to or conferred upon the Issuer by this
If no appointment of a successor Administrator shall be made pursuant to the provisions of this Section within sixty Indenture;
(60) days following receipt by the City, the Issuer or the Administrator of the written notice of the resignation or
removal of the Administrator, the City shall assume the obligations of the Administrator hereunder. (iv) to confirm, as further assurance, any pledge under, and the subjection to any lien on, or
claim or pledge of (whether created or to be created by this Indenture), the Pledged Revenues or any other
Section 6.18. Rights of Administrator. The Administrator shall be afforded the same rights with respect to property pledged hereunder;
limitation of responsibilities, liability, notice, compensation and indemnification given to the Trustee pursuant to this
Indenture. (v) to cure any ambiguity or to cure or correct any defect or inconsistent provisions contained
in this Indenture or to make such provisions in regard to matters or questions arising under this Indenture as
Section 6.19 Additional Provisions Regarding the Trustee. The provisions of this Section 6.19 shall control may be necessary or desirable and not contrary to or inconsistent with this Indenture;
over any inconsistent or contradictory provisions of this Indenture.
(vi) to authorize the issuance of Additional Bonds, including (without limitation) any
(a) The Trustee shall not be responsible or liable for any failure or delay in the performance of its modifications or amendments required to grant to or otherwise secure for the Holders of such Additional
obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its Bonds a parity interest in the security granted to the Holders of the Series 2020 Bonds and any other then-
reasonable control, including, without limitation, acts of God, earthquakes, fire, flood, hurricanes or other storms, Outstanding Bonds in accordance with Section 2.04;
wars, terrorism, similar military disturbances, sabotage, epidemic, pandemic, riots, interruptions, loss or
malfunctions of utilities, computer (hardware or software) or communications services, accidents, labor disputes or (vii) to permit the qualification of this Indenture or any Supplemental Indenture under any
acts of civil or military authority or governmental action, it being understood that the Trustee shall use commercially federal statute now or hereafter in effect or under any state blue sky law and, in connection therewith, to
reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as add to this Indenture or any Supplemental Indenture such other terms, conditions and provisions as may be
soon as reasonably practicable under the circumstances. permitted or required by such federal statute or state blue sky law;
(b) In case a default has occurred (which has not been cured or waived), the Trustee shall exercise (viii) to obtain or to maintain any ratings on any Bonds from any nationally recognized
such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise securities rating agency;
as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(ix) to preserve the excludability from gross income for federal income tax purposes of the
(c) The Trustee shall not be deemed to have knowledge of the occurrence of any default under this interest paid on any Tax-Exempt Bonds theretofore issued; or
Indenture unless a representative of the Trustee responsible for the administration of this Indenture has actual
knowledge thereof or has been notified in writing of the occurrence of such default by the Issuer, the City or the (x) to make any other change in this Indenture which the Issuer and the Trustee determine
Holder of any of the Bonds. shall not prejudice in any material respect the rights of the Holders of the Bonds Outstanding at the date as
of which such change shall become effective (which determination may be made in reliance on an opinion
(d) The Trustee’s immunities and protections from liability in connection with the performance of its of counsel (which may be Bond Counsel).
duties under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities
and protections, together with the Trustee’s right to compensation, reimbursement and indemnity, shall survive the Section 7.02. Supplemental Indentures Requiring Consent of Bondholders. In addition to Supplemental
Trustee’s resignation or removal and final payment of the Bonds. Indentures permitted by Section 7.01, with the prior written consent of the Holders of a majority of the Bonds
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Outstanding and the City, the Issuer at any time and from time to time may enter into Supplemental Indentures and with the effect expressed in this Section if (i) money for the payment or redemption of such Bond (including
amending or supplementing this Indenture, any Supplemental Indenture or any Bond to modify any of the provisions accrued interest) shall be held by the Trustee (through deposit by the Issuer of moneys for such payment or
thereof or to release the Issuer from any of the obligations, covenants, agreements, limitations, conditions or redemption or otherwise, regardless of the source of such moneys), whether at or prior to the maturity or the
restrictions therein contained, provided that nothing contained herein shall permit (i) a change in any terms of redemption date of such Bond, or (ii) if the maturity or redemption date of such Bond shall not have arrived (a)
redemption or purchase of any Bond, the due date for the payment of the principal of or interest on any Bond or any provision shall have been made by the Issuer for the payment of the principal or Redemption Price of and interest
reduction in the principal or Redemption Price of or interest rate on any Bond without the consent of the Holder of on such Bond on the due dates for such payments by deposit with the Trustee (or other method satisfactory to the
such Bond or (ii) a preference or priority of any Bond over any other Bond or a reduction in the percentage of Bonds Trustee) of moneys and/or Government Obligations, the principal of and the interest on which when due, without
the consent of the Holders of which is required for any modification of this Indenture, without the unanimous reinvestment, will provide for such payment, and, if such Bond will be redeemed more than ninety (90) days after
consent of the Holders of all Outstanding Bonds. the date the deposit is made, the Issuer shall have made provision satisfactory to the Trustee for the mailing of a
defeasance notice to the Holder(s) of such Bond that such moneys are so available for such payment and (b) if such
Section 7.03. Notation on Bonds. Bonds authenticated and delivered after the effective date of any Bond is to be redeemed prior to the maturity thereof, the Issuer shall have taken all action necessary to redeem such
Supplemental Indenture may, and if the Trustee or the Issuer so determines, shall bear a notation by endorsement or Bond and notice of such redemption shall have been duly given or provisions satisfactory to the Trustee shall have
otherwise in form approved by the Issuer and the Trustee of such action. If the Issuer or the Trustee shall so been made for the giving of such notice. The Trustee may rely upon a verification report by an independent public
determine, new Bonds modified as necessary, in the opinion of the Trustee and the Issuer, to conform to such accountant or a verification agent with a favorable reputation in the field of verifying defeasance escrows as to the
Supplemental Indenture shall be prepared, authenticated and delivered and, upon demand of the Holder of any sufficiency of the deposit (or other method) under this Section to provide for the required payment. Upon any
Outstanding Bond and surrender of such Bond to the Trustee, such Bond shall be exchanged, without cost to such defeasance of all or a portion of the Bonds, all optional and extraordinary redemption provisions shall cease to be
Holder, for a new Bond. applicable thereto (other than optional redemption provisions, if any, exercised in connection with the defeasance).
Section 7.04. Amendments to Ordinances. Without notice to or the consent of the Trustee or the Bondholders, ARTICLE IX
the City at any time and from time to time may pass supplemental ordinances supplementing, modifying or MISCELLANEOUS
amending any of the Ordinances (i) in connection with any Supplemental Indenture entered into pursuant to Section
7.01, (ii) in connection with any amendment to the Funding Agreement or the Contribution Agreement which does Section 9.01. Issuer’s Annual Fee.
not require Bondholder consent pursuant to Section 5.10, (iii) to add additional real property to either of the Districts
(or both of them) or (iv) subject to the City Charter Acts, expand or modify the scope of the Project. Except for The Issuer shall be paid (1) on the Closing Date from amounts on deposit in the Costs of Issuance Fund, an initial
supplemental ordinances permitted by the preceding sentence, the City shall not pass any supplemental ordinance administrative fee equal to 0.070% of the aggregate principal amount of the Series 2020 Bonds issued, and (2) on
supplementing, modifying or amending the Ordinances without the prior written consent of the Holders of a each anniversary of the Closing Date as an Administrative Expense, an annual administrative fee equal to 0.020% of
majority of the Series 2020 Bonds Outstanding. the Outstanding aggregate principal amount of the Series 2020 Bonds (the “Issuer’s Annual Fee”). Annually, the
Issuer shall provide the Trustee with a calculation of the Issuer’s Annual Fee and the Trustee is hereby directed to
Section 7.05. Bond Counsel Opinion Required. No Supplemental Indenture shall become effective without pay the Issuer’s Fee from amounts on deposit in the Administrative Expense Fund. No refund of the Issuer’s
the delivery of an opinion of Bond Counsel addressed to the Issuer, the City and the Trustee to the effect that such Annual Fee will be made in the event that Series 2020 Bonds mature or are redeemed, accelerated or otherwise paid
Supplemental Indenture (i) is permitted by this Indenture, the MEDCO Act, the City Charter Acts and the prior to the end of any 12-month period for which the Issuer’s Annual Fee has been paid. With respect to any Series
Ordinances and (ii) will not adversely affect the exclusion of interest on any Tax-Exempt Bonds theretofore issued of Additional Bonds issued under this Indenture, the Issuer shall be paid an annual administrative fee in such amount
from gross income for federal income tax purposes. as shall be mutually agreed upon by the Issuer and the City.
Section 7.06. Deemed Consent. The parties hereto confirm that the purchasers of any Bonds upon the original Section 9.02. Officials of Issuer and Others Not Liable; No Recourse.
issuance thereof in accordance with this Indenture may be deemed to have consented to any amendment to this
Indenture, any Supplemental Indenture, any Bond, the Funding Agreement or the Contribution Agreement permitted Notwithstanding anything to the contrary herein, for payment of the obligations of the Issuer under this Indenture
to be made with the consent of the Holders of Bonds with the same effect as if such Holders shall have filed a and the Bonds, the Trustee, the Holders of the Bonds and any other party entitled to seek payment from the Issuer
written consent to such amendment. under or to enforce this Indenture and the Bonds will be entitled to look solely to the amounts on deposit with and
held by the Trustee for the benefit of the Holders of the Bonds, subject to the terms of this Indenture, the Trust
ARTICLE VIII Estate, and such additional security as may now or hereafter be given to secure the payment of the obligations of the
DEFEASANCE Issuer under this Indenture and the Bonds, and no other property or assets of the Issuer or any officer or director of
the Issuer shall be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies
Section 8.01. Defeasance. hereunder, or for any payment required to be made under this Indenture and the Bonds, or for the performance of
any of the covenants or warranties contained herein, and no covenant or agreement contained in the Bonds or in this
(A) If the Issuer shall pay or cause to be paid the principal or Redemption Price of and interest on all Indenture shall be deemed to be the covenant or agreement of any member, director, official, officer, agent or
Bonds at the times and in the manner stipulated therein and in this Indenture, then the pledge of any Pledged employee of the Issuer in his individual capacity.
Revenues and other property hereby pledged to the Bonds and all other rights granted hereby to the Bonds shall be
discharged and satisfied. In such event, upon the request of the Issuer, the Trustee shall execute and deliver to the None of the members of the Issuer Board, the officials or officers of the Issuer or any person executing the Bonds or
Issuer all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall any agreement entered into by the Issuer under the MEDCO Act, or any employee of the Issuer shall be liable
pay or deliver to the Issuer, or to such officer, board or body as may then be entitled by law to receive the same, all personally on the Bonds or such agreement or be subject to any personal liability or accountability by reason of the
property held by it pursuant to this Indenture (other than any moneys and securities required for the payment or issuance, execution or delivery thereof.
redemption of Bonds not theretofore surrendered for such payment or redemption).
It is recognized that, notwithstanding any other provision of this Indenture, no Holder shall look to the Issuer for
(B) Any Series 2020 Bond and any Additional Bond, except as otherwise provided in the damages suffered by such Holder as a result of the failure of the Issuer to perform any covenant, undertaking or
Supplemental Indenture authorizing the issuance thereof, shall be deemed to have been paid within the meaning of obligation under any of the Issuer Documents, or as a result of the incorrectness of any representation made by the
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Issuer in the Issuer Documents. Although this Indenture recognizes that the Issuer Documents shall not give rise to Section 9.04. Benefits of Indenture Limited to Parties. Nothing in this Indenture, expressed or implied, is
any pecuniary liability of the Issuer, nothing contained in this Indenture shall be construed to preclude in any way intended to give to any person other than the Issuer, the Trustee, the City, the Administrator and the Holders any
any action or proceeding (other than that element of any action or proceeding involving claim for monetary damages right, remedy or claim under or by reason of this Indenture. Any covenants, stipulations, promises or agreements in
against the Issuer) in any court or before any governmental body, agency or instrumentality or otherwise against the this Indenture contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Holders, the
Issuer or any of its officers or employees (but only in their official capacities) to enforce the provisions of any of the Trustee and the City.
Issuer Documents.
Section 9.05. Execution of Documents and Proof of Ownership of Bonds. Any request, declaration or other
Although the Issuer may have the right to seek remedies in the event of a default by the City under the Contribution instrument which this Indenture may require or permit to be executed by Holders may be in one or more instruments
Agreement, the Issuer, by this Indenture, assigns the rights to take action to the Trustee to implement the purposes of similar tenor, and shall be executed by Holders in person or by their attorneys appointed in writing.
and intent of the MEDCO Act without incurring any pecuniary obligation or liability by the Issuer. In any cases
where action by the Trustee requires simultaneous or subsequent action by the Issuer, the Issuer will cooperate with Except as otherwise herein expressly provided, the fact and date of the execution by any Holder or any Holder’s
the Trustee and take any and all action reasonably necessary to effectuate the purposes and intent of this Indenture. attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved
by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded
The Issuer shall not be required to do any act whatsoever or exercise any diligence whatsoever (other than to in the state in which such Holder or attorney purports to act, that the person signing such request, declaration or
perform its limited obligations hereunder and under the other Issuer Documents) to mitigate any damages of any other instrument or writing acknowledged to such officer the execution thereof, or by an affidavit of a witness of
person if any Event of Default shall occur hereunder or under any of the other Issuer Documents. such execution, duly sworn to before such officer.
Section 9.03. Authorized Officer of the City; Liability of City. Except as otherwise herein expressly provided, the ownership of Bonds and the amount, maturity, number and date
of holding the same shall be proved by the Bond Register.
Any consent, acknowledgement, notice or other direction required or permitted to be furnished pursuant to any
provision hereof by the City shall be in writing and shall be sufficiently executed if executed in the name of the City Any request, declaration or other instrument or writing of the Holder of any Bond shall bind all future Holders of
by an Authorized Officer of the City. A copy of any approval, consent or direction of the City that is required for an such Bond in respect of anything done or suffered to be done by the Issuer or the Trustee in good faith and in
Issuer action pursuant to this Indenture shall be provided to the Trustee by the Issuer. accordance therewith.
The City shall not incur any responsibility in respect of the Bonds or this Indenture other than in connection with the Section 9.06. Restrictions upon Action by Individual Holders. No holder of any Bond shall have any right to
duties or obligations explicitly herein or in the Contribution Agreement assigned to or imposed upon it. The City institute any suit, action or proceeding in equity or at law on any Bond for the execution of any trust hereunder or for
shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, any other remedy unless (a) such holder previously shall have given to the Trustee written notice of the default on
covenants or agreements of the Trustee herein or of any of the documents executed by the Trustee in connection account of which such suit, action or proceeding is to be instituted, (b) the Holders of not less than a majority of the
with the Bonds, or as to the existence of a default or event of default thereunder. No other property or assets of the Bonds Outstanding shall have made written request to the Trustee and shall have afforded the Trustee a reasonable
City or any officer or director of the City shall be subject to levy, execution or other enforcement procedure for the opportunity either to proceed to exercise the powers granted by this Indenture or to institute such action, suit or
satisfaction of the remedies hereunder or under the Contribution Agreement, for any payment required to be made proceeding in its or their name, and (c) there shall have been offered to the Trustee reasonable security and
under this Indenture and the Contribution Agreement, or for the performance of any of the covenants or warranties indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have
contained therein, and no covenant or agreement contained in the Contribution Agreement or in this Indenture shall refused or neglected to comply with such request within a reasonable time. Such notification, request and offer of
be deemed to be the covenant or agreement of any member, director, official, officer, agent or employee of the City indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the
in such person’s individual capacity. execution of the powers and trusts of this Indenture or to any other remedy hereunder. Notwithstanding the
foregoing provisions of this Section and without complying therewith, the Holders of not less than a majority of the
No provision of this Indenture, the Bonds, the Funding Agreement, the Contribution Agreement or any other Bonds Outstanding may institute any such suit, action or proceeding in their own names for the benefit of all
agreement, document, instrument or certificate executed, delivered or approved by the City in connection with the Holders of Bonds Outstanding.
issuance, sale, delivery or administration of the Bonds (the “City Documents”) shall require the City to expend or
risk its own general funds, the obligations and liabilities of the City hereunder and thereunder being payable solely It is understood and intended that, except as otherwise provided above, no one or more Bondholders shall have any
from the Pledged Revenues (but only to the extent that such amounts have been appropriated by the City for such right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Indenture or to
purpose). enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in equity shall
be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders and that any
Neither the Holders nor any other person shall have any claim against the City or any officer, official, agent or individual right of action or other right given by law to one or more of such Bondholders is restricted by this
employee of the City for damages suffered as a result of the City’s failure to perform in any respect any covenant, Indenture to the rights and remedies herein provided.
undertaking or obligation under the City Documents or as a result of the incorrectness of any representation in, or
omission from, any of the City Documents, except to the extent that any such claim relates to an obligation, Section 9.07. Moneys and Funds Held for Particular Bonds. Amounts held by the Trustee for the payment of
undertaking representation or covenant of the City, that is properly payable pursuant to the City Charter Acts, the the principal or Redemption Price of and interest on Bonds due on any date shall be set aside and held in trust by it
Ordinances and in accordance with the Bond Documents. Nothing contained in any of the City Documents shall be solely for the Holders of such Bonds pending such payment and shall not be available to pay the principal or
construed to preclude any action or proceeding in any court or before any governmental body, agency or Redemption Price of or interest on any other Bonds.
instrumentality against the City or any of its officers, officials, agents or employees to enforce the provisions of any
of the City Documents. Section 9.08. Issuer Not Responsible for Insurance, Taxes, Execution of Indenture or Application of
Moneys Applied in Accordance with this Indenture. The Issuer is not under any obligation to effect or maintain
In order to perform its duties and obligations under the City Documents, the City may employ such agents as it insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance
deems necessary or advisable. required by the Funding Agreement, or otherwise carried by the Developer Parties, any consultant, any engineer,
any architect, or any general contractor or subcontractor, or to report, or make or file claims or proof of loss for, any
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loss or damage insured against or which may occur, or to keep itself informed or advised as to the payment of any IF TO THE ADMINISTRATOR:
taxes or assessments, or to require any such payment to be made. The Issuer shall have no responsibility in respect MuniCap, Inc.
of the sufficiency of the security provided by this Indenture. The Issuer shall not be under any obligation to see that 8965 Guilford Road, Suite 210
any duties herein imposed upon any party other than itself, or any covenants herein contained on the part of any Columbia, Maryland 21046
party other than itself to be performed, shall be done or performed, and the Issuer shall not be under any liability for Attention: Keenan S. Rice
failure to see that any such duties or covenants are so done or performed. The immunities and exemptions from Phone: 410.730.5702
liability of the Issuer hereunder shall extend to its elected officials, directors, members, officers, employees, and
agents Any such notice, demand or request may also be transmitted to the appropriate party by facsimile transmission and
shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of
Section 9.09. Notices to and Demands on Issuer, City, Trustee, and Administrator. Except as otherwise notice shall be confirmed in writing and sent as specified above.
expressly provided in this Indenture, all notices, consents, approvals, directions or other instruments required or
permitted under this Indenture shall be in writing and shall be deemed to have been received when (i) personally Any of such addresses may be changed at any time upon written notice of such change given to the other party by
delivered, with signed receipt, (ii) sent by commercial overnight courier which requires a signed receipt upon the party effecting the change.
delivery, (iii) mailed by certified mail, return receipt requested as follows:
Any notice required to be given hereunder to any Holder of Bonds shall also be given to the Beneficial Owner of
IF TO THE ISSUER: with a copy to: any Bond who shall have filed a written request therefor with the Trustee. When any Series of Bonds are Registered
Bonds, the beneficial ownership of such Series of Bonds shall be proved by the records of the Securities Depository
Maryland Economic Development Corporation John A. Stalfort and the Participants.
7 St. Paul Street, Suite 940 Miles & Stockbridge P.C.
Baltimore, Maryland 21202 1201 Pennsylvania Avenue, N.W., Section 9.10. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Indenture shall for
Attention: Executive Director Suite 900 any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of
Phone: 410.625.0051 Washington, D.C. 20004 this Indenture. The Issuer hereby declares that it would have adopted this Indenture and each and every other
Fax: 410.625.1848 Phone: 202.465.8414 Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto
Fax: 410.385.3700 irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Indenture
with an additional copy to: may be held illegal, invalid or unenforceable.
with an additional copy to:
Mayor and City Council of Baltimore Section 9.11. Applicable Law. This Indenture shall be governed by and enforced in accordance with the laws
Department of Finance Office of the City Solicitor of the State applicable to contracts made and performed in the State.
200 Holliday Street City Hall, Room 101
Baltimore, Maryland 21202 100 North Holliday Street Section 9.12. Conflict with MEDCO Act. In the event of a conflict between any provision of this Indenture
Attention: Chief, Bureau of Treasury Management Baltimore, Maryland 21202 with any provision of the MEDCO Act as in effect on the date of delivery of the Bonds, the provision of the
Phone: 410.396.4750 Attention: City Solicitor MEDCO Act shall prevail over the conflicting provision of this Indenture.
Fax: 410.396.5876 Phone: 410.396.8393
Fax: 410.659.4077 Section 9.13. Payment or Performance on Business Days. Except as otherwise expressly provided herein, if
any date specified herein for the payment of any Bond or the performance of any act shall not be a Business Day,
IF TO THE CITY: with a copy to: such payment or performance shall be made on the next succeeding Business Day with the same effect as if made on
such date.
Mayor and City Council of Baltimore Office of the City Solicitor
Department of Finance City Hall, Room 101 Section 9.14. Intention as to Seal and Contract. It is intended that this Indenture, when signed on behalf of
200 Holliday Street 100 North Holliday Street the Issuer and the Trustee and duly delivered between them, shall constitute a contractual obligation under seal
Baltimore, Maryland 21202 Baltimore, Maryland 21202 under the laws of the State with force and effect as an agreement and indenture of trust.
Attention: Chief, Bureau of Treasury Management Attention: City Solicitor
Phone: 410.396.4750 Phone: 410.396.8393 Section 9.15. City Acknowledgement. The City has executed the Acknowledgement and Acceptance attached
Fax: 410.396.5876 Fax: 410.659.4077 to this Indenture for the purpose of acknowledging its obligations under this Indenture.
IF TO THE TRUSTEE: Section 9.16. Counterparts. This Indenture may be executed in counterparts, each of which shall be deemed an
Manufacturers and Traders Trust Company original.
Mail Code MD2-L140
One Light Street, 14th Floor Section 9.17. Waiver of Jury Trial. The parties to this Indenture hereby waive the right to a trial by jury in any
Baltimore, Maryland 21202 dispute arising with respect to this Indenture.
Attention: R. Sandy Maulkhan
Phone: 410.244.4084
Fax: 410.244.3725
Email: rmaulkhan@wilmingtontrust.com [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture of Trust to be executed, MANUFACTURERS AND TRADERS TRUST
all as of the date first set forth above. COMPANY, as Trustee
WITNESS: MARYLAND ECONOMIC DEVELOPMENT

CORPORATION By:
Authorized Signatory
(SEAL)
By: Attest:
Robert C. Brennan
Executive Director
(SEAL)
Authorized Signatory
[Issuer Signature Page to Indenture of Trust] [Trustee Signature Page to Indenture of Trust]
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ACKNOWLEDGEMENT AND ACCEPTANCE Acknowledged and Accepted:
MUNICAP, INC., as Administrator

Acknowledged and Accepted:
MAYOR AND CITY COUNCIL OF BALTIMORE By:

Authorized Officer
By:
Henry J. Raymond
Director of Finance
(SEAL)
Attest:
(Alternate) Custodian of the City Seal
APPROVED AS TO FORM AND LEGAL

SUFFICIENCY THIS _____ DAY OF
DECEMBER, 2020:
JoAnn E. Levin
Chief Solicitor
[City Signature Page to Indenture of Trust] [Administrator Signature Page to Indenture of Trust]
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EXHIBIT A As provided in the MEDCO Act (defined herein) and the Issuer Resolution (defined herein), this bond is a
TO INDENTURE OF TRUST special obligation of the Issuer, payable solely from the special funds created by the Indenture and shall not
constitute a general obligation debt of the Issuer or a pledge of the State’s or the City’s full faith and credit or taxing
FORM OF SERIES 2020 BOND power. The Issuer has no taxing power.
1. Indenture. This bond is one of a duly authorized series of bonds of the Issuer designated
No. R-__ $__________ “Maryland Economic Development Corporation Special Obligation Bonds (Port Covington Project) Series 2020” in
the aggregate principal amount of One Hundred Thirty-Seven Million Four Hundred Eighty-Five Thousand Dollars
MARYLAND ECONOMIC DEVELOPMENT CORPORATION ($137,485,000) (the “Series 2020 Bonds”). The Series 2020 Bonds are duly issued by the Issuer under and pursuant
SPECIAL OBLIGATION BOND to (i) Sections 10-101 through 10-132, inclusive, of the Economic Development Article of the Annotated Code of
(PORT COVINGTON PROJECT) Maryland (the “MEDCO Act”), (ii) certain proceedings of the Issuer, including a Resolution adopted by the Issuer
SERIES 2020 on March 18, 2019 (the “Issuer Resolution”), (iii) the Indenture of Trust dated as of December 1, 2020 (the
“Indenture”), by and between the Issuer and the Trustee and (iv) the Ordinances (as defined in the Indenture).
Interest Rate
Dated Date (Per annum) Maturity Date CUSIP The terms of the Series 2020 Bonds include those stated in the Indenture, and the Series 2020 Bonds are
subject to all such terms. Reference is made hereby to the Indenture for a description of the funds, revenues and
_____________, 2020 _______% September 1, 20__ _________ property pledged thereunder, the nature and extent of the security created or to be created, and the rights, limitations
of rights, obligations, duties and immunities of the Issuer, the Trustee and the holders of the Series 2020 Bonds. By
Registered Owner: ___________________________ the acceptance of this bond, the holder hereof assents to all of the provisions of the Indenture. Certified copies of
the Indenture are on file at the designated office of the Trustee and at the office of the Issuer in Baltimore, Maryland.
Principal Sum: ___________________________ DOLLARS ($_________)
2. Pledged Revenues. In the Indenture, the Issuer has covenanted to pay the principal of, interest and
Maryland Economic Development Corporation, a body politic and corporate and a public instrumentality of premium on, the Series 2020 Bonds solely from the Pledged Revenues received by the Issuer from the City under
the State of Maryland (the “Issuer”), for value received, hereby promises to pay, but only from the Pledged the Contribution Agreement, and other amounts pledged therefor under the Indenture. Under the Contribution
Revenues (defined herein) received by the Issuer from Mayor and City Council of Baltimore (the “City”) under the Agreement, the City is obligated to pay the Pledged Revenues to the Trustee in such amounts as are required to pay
Contribution Agreement (defined herein), and any other amounts pledged to such payment under the Indenture Debt Service on the Series 2020 Bonds, to replenish any deficiency in the Reserve Fund and to pay the
(defined herein), to the Registered Owner shown above or registered assigns or legal representative, upon the Administrative Expenses; provided that the Pledged Revenues are not irrevocably pledged to such payment and the
presentation and surrender hereof at the designated office of the Trustee (defined herein), the Principal Sum shown obligation of the City to pay over the Pledged Revenues to the Trustee pursuant to the Contribution Agreement is
above (or such lesser amount as shall be outstanding hereunder from time to time in accordance with Section 5 subject to annual appropriation of the Pledged Revenues by the City for such purposes.
hereof), on the Maturity Date shown above (or earlier as hereinafter referred to), with interest thereon from the most
recent date to which interest has been paid or, if the Date of Authentication shown below is prior to the first Interest 3. The Series 2020 Bonds. All of the Series 2020 Bonds are of like tenor except as to numbers,
Payment Date (defined herein), from its Dated Date at the Interest Rate shown above until said Principal Sum is maturities, interest rates and principal amounts.
paid, payable on March 1 and September 1 of each year (each, an “Interest Payment Date”), beginning March 1,
2021. 4. Additional Bonds. The Indenture provides that Additional Bonds (as defined in the Indenture)
may be issued within the limitations and provisions of the Indenture and shall be on a parity with the Series 2020
Capitalized terms not otherwise defined herein shall have the meaning given to them in the Indenture. Bonds (the Series 2020 Bonds and any Additional Bonds being referred to herein, collectively, as “Bonds”). All
Bonds issued within the limitations and provisions of the Indenture shall be secured equally and ratably by the
All interest due on this bond shall be payable to the person in whose name this bond is registered on the Pledged Revenues received by the Issuer from the City pursuant to the Contribution Agreement and other property
bond registration books (the “Bond Register”) maintained by Manufacturers and Traders Trust Company, Baltimore, pledged under the Indenture, to the extent provided in the Indenture, except as expressly provided in the Indenture.
Maryland, as Trustee (such entity and any successor in such capacity being referred to herein as the “Trustee”), as of
the close of business on the fifteenth day of the calendar month immediately preceding the Interest Payment Date on 5. Redemption. (a) The Series 2020 Bonds at the time outstanding may be redeemed prior
which such interest is due and payable (the “Record Date”) and shall be made by (i) check mailed to the address of to their respective maturities at the times and in the amounts provided by the Indenture.
such owner as it appears on the Bond Register or (ii) wire transfer to any Holder who has provided the Trustee at
least five (5) Business Days prior to the applicable Record Date written wire instructions; provided, however, that if (b) The Trustee shall give notice of any redemption of the Series 2020 Bonds to the registered owners
there is a default in the payment of interest due hereon, such defaulted interest shall be payable to the person in of the Series 2020 Bonds to be redeemed in accordance with the provisions of the Indenture. The failure so to give
whose name this bond is registered as of the close of business on a subsequent date fixed by the Trustee (the any such notice to any of such registered owners shall not affect the validity of the proceedings for the redemption
“Special Record Date”) that is at least 10 and not more than 15 days before the date set for the payment of such of any Series 2020 Bonds.
defaulted interest. Notice of any Special Record Date will be given as hereinafter provided to the registered owner
hereof not later than 10 days before the Special Record Date. Interest will be calculated on the basis of a 360-day (c) On the date designated for redemption, notice having been given as provided in the Indenture and
year consisting of twelve 30-day months. any conditions to such redemption having been satisfied, the Series 2020 Bonds or portions of Series 2020 Bonds so
called for redemption shall become and be due and payable at the redemption price provided for redemption of such
The principal or redemption price of and interest on this bond are payable in lawful money of the United Series 2020 Bonds or such portions thereof on such date and, if moneys for the payment of the redemption price and
States of America. If any payment of the principal or redemption price of or interest on this bond shall be due on a accrued interest are held by the Trustee as provided in the Indenture, interest on such Series 2020 Bonds or such
day other than a Business Day (as defined in the Indenture), such payment shall be made on the next succeeding portions thereof so called for redemption shall cease to accrue, such Series 2020 Bonds or such portions thereof so
Business Day with like effect as if made on the originally scheduled date. called for redemption shall cease to be entitled to any benefit or security under the Indenture, and the registered
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owners thereof shall have no rights in respect of such Series 2020 Bonds or such portions thereof so called for 11. Governing Law. This bond shall be governed by and construed in accordance with the laws of the
redemption except to receive payment of the redemption price thereof and the accrued interest thereon so held by the State of Maryland.
Trustee. If a portion of this bond shall be called for redemption, a new Series 2020 Bond or Series 2020 Bonds in
aggregate principal amount equal to the unredeemed portion hereof, of the same maturity and bearing interest at the 12. Notices. Except as otherwise provided in the Indenture and this bond, when the Trustee is
same rate, shall be issued to the registered owner upon the surrender hereof. required to give notice to the owner of this bond, such notice shall be mailed by first-class mail to the registered
owner of this bond at such owner’s address as it appears on the registration books maintained by the Trustee. Any
(d) So long as all of the Series 2020 Bonds shall be maintained in book-entry form with a Securities notice mailed as provided herein will be conclusively presumed to have been given, whether or not actually received
Depository (as defined in the Indenture) in accordance with the Indenture, in the event that part, but not all, of this by the addressee.
bond shall be called for redemption, the holder of this bond may elect not to surrender this bond in exchange for a
new Series 2020 Bond in accordance with paragraph (c) above and in such event shall make a notation indicating the All acts, conditions and things required by the Constitution and laws of the State of Maryland, and the rules
principal amount of such redemption and the date thereof on the Payment Grid attached hereto. For all purposes, the and regulations of the Issuer to happen, exist and be performed precedent to and in the issuance of this bond and the
principal amount of this bond outstanding at any time shall be equal to the Principal Sum shown on the face hereof execution and delivery of the Indenture have happened, exist and have been performed as so required.
reduced by the principal amount of any partial redemption of this bond following which the holder of this bond has
elected not to surrender this bond in accordance with paragraph (c) above. The failure of the holder hereof to note No recourse shall be had for the payment of the principal or redemption price of and interest on this bond
the principal amount of any partial redemption on the Payment Grid attached hereto, or any inaccuracy therein, shall or for any claims based thereon or on the Indenture against any member or other officer of the Issuer, the City or any
not affect the payment obligation of the Issuer hereunder. THEREFORE, IT CANNOT BE DETERMINED FROM person executing this bond, all such liability, if any, being expressly waived and released by the registered owner of
THE FACE OF THIS BOND WHETHER A PART OF THE PRINCIPAL OF THIS BOND HAS BEEN PAID. this bond by the acceptance of this bond.
6. Defeasance. The Indenture prescribes the manner in which it may be discharged and provides that This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security
Series 2020 Bonds shall be deemed to be paid if moneys or certain Government Obligations, the principal of and under the Indenture until it shall have been authenticated by the execution by the Trustee of the certificate of
interest on which, when due, without reinvestment, will be sufficient to pay the principal or Redemption Price of and authentication endorsed hereon.
interest on the applicable Series 2020 Bonds to the dates of maturity or redemption thereof, shall have been
deposited with the Trustee.
IN WITNESS WHEREOF, Maryland Economic Development Corporation has caused this bond to be
7. Persons Deemed Owners; Restrictions upon Actions by Individual Holders. The Issuer and the executed in its name by the manual or facsimile signature of its Executive Director and its corporate seal (or a
Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof (whether facsimile thereof) to be hereunto affixed, imprinted, engraved, or otherwise reproduced, all as of the Dated Date set
or not this bond shall be overdue and notwithstanding any notation of ownership or other writing hereon made by forth above.
anyone other than the Issuer or the Trustee) for the purpose of receiving payment of or on account of the principal or
redemption price of this bond, and for all other purposes except as otherwise provided herein with respect to the
payment of interest on this bond, and neither the Issuer nor the Trustee shall be affected by any notice to the MARYLAND ECONOMIC DEVELOPMENT
contrary. All such payments so made to any such registered owner, or upon his order, shall be valid and, to the CORPORATION
extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable under this bond. [SEAL]
The registered owner of this bond shall have no right to enforce the provisions of the Indenture, or to By: _________________________________
institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Executive Director
Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in
the Indenture.
8. Transfer and Exchange. This bond may be exchanged for an equal aggregate principal amount of
Series 2020 Bonds, of other authorized denominations, and the transfer of this bond may be registered, upon
presentation and surrender of this bond at the designated office of the Trustee, together with an assignment duly
executed by the registered owner hereof or such owner’s attorney or legal representative. The Issuer and the Trustee Certificate of Authentication
may require the person requesting any such exchange or transfer to reimburse them for any tax, fee or other
governmental charge and any other expenses of the Issuer or the Trustee, including counsel fees and expenses, This bond is one of the bonds of the series designated herein and issued under the provisions of the within-
shipping charges and insurance, payable in connection therewith. Neither the Issuer nor the Trustee shall be mentioned Indenture.
required to register the transfer of this bond or make any such exchange of this bond during the 15 days preceding an
Interest Payment Date, during the 15 days preceding the date of mailing of any notice of redemption, or after this
bond or any portion hereof has been selected for redemption. Manufacturers and Traders Trust Company, as Trustee
9. Modifications. Modifications or alterations of the Indenture may be made only to the extent and
in the circumstances permitted by the Indenture. By:
Authorized Officer
10. Negotiability. As declared by the Act, this bond shall be and be deemed to be for all purposes a
negotiable instrument subject only to the provisions for registration and registration of transfer stated herein.
Date of Authentication:_____________________
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ASSIGNMENT SCHEDULE A
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PAYMENT GRID
_____________________________________________________________________________________________
_______________________________________________________________ Date of Principal Amount Principal Amount
(Please Print or Type Name and Address of Assignee) Payment Paid Outstanding Holder’s signature
the within bond and all rights thereunder and hereby irrevocably does constitute and appoint
___________________________ attorney to transfer the bond on books kept for the registration thereof, with full
power of substitution in the premises.
Dated:_______________
Signature Guaranteed:
______________________________ _____________________________________
(Name of Registered Owner)
Notice: The signature above must correspond
with the name of the registered owner as it appears
on the front of this bond in every particular without
alteration or enlargement or any change whatsoever.
_________________________________
(Please Insert Social Security or other
Identifying Number of Assignee)
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EXHIBIT B SCHEDULE I
TO INDENTURE OF TRUST
COSTS OF ISSUANCE
$137,485,000 Name Amount

SERIES 2020
FORM OF
REQUISITION OF PAYMENT
FROM THE SERIES 2020 COSTS OF ISSUANCE FUND
TO: MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE (THE “TRUSTEE”)

UNDER THE INDENTURE OF TRUST, DATED AS OF DECEMBER 1, 2020 (THE “INDENTURE”),
BETWEEN MARYLAND ECONOMIC DEVELOPMENT CORPORATION (THE “ISSUER”) AND
THE TRUSTEE.
This requisition of payment is delivered to the Trustee in accordance with Section 4.03 of the Indenture.
Payment shall be made from the Series 2020 Costs of Issuance Fund, established in accordance with Section 4.01 of
the Indenture. All terms used herein which are not otherwise defined herein shall have the meaning given such
terms in the Indenture.
The undersigned hereby requests that the amount of $_______________________ be paid to the payees
whose names are stated on Schedule I attached hereto for the payment or reimbursement of Costs of Issuance.
TOTAL $______________
The undersigned hereby states and certifies that the amounts requested are or were necessary and
appropriate Costs of Issuance, have been properly incurred and are proper charges against the Series 2020 Costs of
Issuance Fund, and have been paid, or are justly due to the persons whose names are stated in Schedule I attached
hereto, and have not been the basis of any previous requisition from the Series 2020 Costs of Issuance Fund.
By: _______________________________________
Authorized Officer
Date: _______________, 202__
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EXHIBIT C MARYLAND ECONOMIC DEVELOPMENT
TO INDENTURE OF TRUST CORPORATION
FORM OF SERIES 2020 PROJECT REQUISITION

By: _______________________________________
$137,485,000 Authorized Officer
Special Obligation Bonds
(Port Covington Project) Date: _______________, 202__
Series 2020
APPROVED THIS __ DAY OF 202__:
TO: MANUFACTURERS AND TRADERS TRUST COMPANY, AS TRUSTEE (THE “TRUSTEE”)
UNDER THE INDENTURE OF TRUST, DATED AS OF DECEMBER 1, 2020 (THE “INDENTURE”), MAYOR AND CITY COUNCIL OF BALTIMORE
BETWEEN MARYLAND ECONOMIC DEVELOPMENT CORPORATION (THE “ISSUER”) AND
THE TRUSTEE.
By:_______________________________
This requisition for payment (this “Requisition”) is delivered to the Trustee in accordance with Section City Representative
4.04(B) of the Indenture. Payment shall be made from the Project Account established in accordance with Section
4.01 of the Indenture. All terms used herein which are not otherwise defined herein shall have the meaning given
such terms in the Indenture.
(1) Requisition No.: ________.
(2) _____ Attached as Schedule I hereto is Series 2020 Payment Request No. ____ (the “Payment
Request”) under the Funding Agreement, which sets forth certain representations regarding this
disbursement and related matters, or
_____ This Requisition represents costs incurred by the Issuer with respect to completion of the Series
2020 Project following an event of default under the Funding Agreement.
(3) The Payment Request has been approved by the Series 2020 Verification Agent in accordance with the
Certificate and Approval of Series 2020 Verification Agent (attached to the Payment Request), which
sets forth certain representations of the Series 2020 Verification Agent regarding this disbursement and
related matters, in accordance with the Funding Agreement.
(4) Amount of disbursement from the Project Account: $_________________.
(a) As set forth in Schedule I to the Payment Request, of the total amount of disbursement from
the Project Account set forth above,
(i) $____________ is to be paid to the Developer as reimbursement for an invoice

or statement previously paid by the Developer, $____________ is to be paid on a joint basis to the
Developer and a contractor or supplier of materials with respect to an expense previously incurred
and $______________ is to be paid directly to a contractor or supplier of materials with respect to
an expense previously incurred; or
(ii) $____________ is to be paid to the Issuer as reimbursement for costs incurred

by the Issuer with respect to completion of the Series 2020 Project following an event of default
under the Funding Agreement.
(5) Payments shall be made by the Trustee in accordance with Schedule I attached to the Payment
Request.
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Schedule I
SERIES 2020 PROJECT PAYMENT REQUEST NO. ____
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APPENDIX F
FORM OF CONTRIBUTION AGREEMENT

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7 St. Paul, Suite 740
FIRST SUPPLEMENT TO CONTRIBUTION AGREEMENT Baltimore, Maryland 21202
Attention: Executive Director
This First Supplement to Contribution Agreement (this “Supplement”) dated December Phone: 410.625.0051
15, 2020 is by and between the MAYOR AND CITY COUNCIL OF BALTIMORE, a body Fax: 410.625.1848
corporate and politic and a political subdivision of the State of Maryland (the “City”) and the
MARYLAND ECONOMIC DEVELOPMENT CORPORATION, a body corporate and With a copy to:
politic and a public instrumentality of the State of Maryland (the “Issuer”).
John A. Stalfort, Esquire
Miles & Stockbridge P.C.
RECITALS 1201 Pennsylvania Avenue, N.W. Suite 900
WHEREAS, in anticipation of the Issuer issuing and selling the Series 2020 Bonds, the Washington, D.C. 20004
parties hereto executed and delivered the Contribution Agreement dated June 17, 2020 (the Phone: 202.465.8414
“Original Contribution Agreement,” and together with this Supplement, the “Contribution Fax: 410.385.3700
Agreement”); and
WHEREAS, the parties wish to enter into a supplement to the Original Contribution Section 3. Miscellaneous.
Agreement to (i) amend certain payment dates in the Original Contribution Agreement to align (a) Counterparts. This Supplement may be executed in any number of
with the debt service payment dates for the Series 2020 Bonds and (ii) update the Issuer’s notice counterparts, and each of such counterparts shall for all purposes be deemed to be an original,
address set forth in Section 6.09; and and all such counterparts, or as many of them as the parties hereto shall preserve undestroyed,
shall together constitute but one and the same instrument.
WHEREAS, Section 6.05 of the Original Contribution Agreement provides that it may
be amended or supplemented by a written instrument executed by the Issuer and the City and (b) No Further Amendments. Except as amended and supplemented by this
that modifications of a non-substantive nature (as determined by the City in its sole discretion) Supplement, all provisions of the Original Contribution Agreement shall remain in full force and
may be negotiated and granted by the City, without the approval of the Board of Estimates. effect.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth (c) Governing Law. This Supplement shall be governed by and construed in
herein, and for other valuable consideration, the receipt and sufficiency of which are hereby accordance with the laws of the State of Maryland.
acknowledged, the City and the Issuer agree as follows:
{Remainder of Page Intentionally Left Blank}
Section 1. Capitalized Terms. Capitalized terms used in this Supplement and not defined
shall have the meanings set forth in the Original Contribution Agreement.
Section 2. Amendments. The Original Contribution Agreement is hereby amended as

follows:
(a) The first paragraph of Section 5.01(a) of the Original Contribution Agreement is
hereby deleted and the following is substituted therefor:
“(a) Within each Fiscal Year, on each February 15 and the following June 15 (with
respect to payments of principal of and interest on the Bonds on the immediately succeeding Interest
Payment Date) and on any other date required for the payment of any other obligations relating to
the Districts, the City shall withdraw moneys representing:”
(b) The notice address for the Issuer set forth in Section 6.09 of the Original Contribution
Agreement is hereby deleted and the following notice address is substituted therefor:
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F-12
APPENDIX G
FORM OF FUNDING AGREEMENT

EXECUTION VERSION
FUNDING AGREEMENT JUN

1 7 2020
This FUNDING AGREEMENT (this "Funding Agreement") dated as of _ _ _ _ _ _, 2020, is by and
among the MARYLAND ECONOMIC DEVELOPMENT CORPORATION, a body corporate and
politic and a public instrumentality of the State of Maryland (the "Issuer"), the MAYOR AND CITY
FUNDING AGREEMENT COUNCIL OF BALTIMORE, a body corporate and politic and a political subdivision of the State of
Maryland (the "City"), WELLER DEVELOPMENT COMPANY, LLC, a Maryland limited liability
company (the "Developer"), and BALTIMORE URBAN REVITALIZATION LLC, a Delaware
limited liability company (the "Owner"). The Developer and the Owner are sometimes individually
by and among referred to herein as a "Developer Party" and collectively as the "Developer Parties".
MARYLAND ECONOMIC DEVELOPMENT CORPORATION, RECITALS
Pursuant to and in accordance with the MEDCO Act (defined herein), the Issuer is expected to issue and
sell the Series 2020 Bonds (defined herein) and use the proceeds thereof to (i) pay the costs of the
MAYOR AND CITY COUNCIL OF BALTIMORE acquisition, construction, furnishing and equipping of the Series 2020 Project (defined herein) (including
reimbursement of expenditures previously incurred in connection therewith), (ii) pay certain capitalized
interest, (iii) establish a debt service reserve fund for the Series 2020 Bonds, (iv) pay certain
Administrative Expenses (as defined in the Indenture), and (v) pay the costs of issuing the Series 2020
and Bonds.
The City is authorized under Article II, Section (62) of the Baltimore City Charter, as amended (the "Tax
Increment Act"), to (i) designate by ordinance an area within Baltimore City as a "development district"
WELLER DEVELOPMENT COMP ANY, LLC, and to establish a special fund with respect to such development district into which certain incremental
real property taxes with respect to such development district are deposited, and (ii) subject to
and appropriation, use the amounts deposited into such special tax increment fund to pay debt service on
State Obligations (as defined in the Tax Increment Act).
BALTIMORE URBAN REVITALIZATION LLC
Pursuant to the Tax Increment Act, the City enacted Ordinance No. 16-528 (as supplemented and
amended from time to time, the "Tax Increment Ordinance") which, inter alia, (i) designated an area
within the City of Baltimore more particularly described therein to be known as the Port Covington
Development District (as such district may be amended from time to time in accordance with the Tax
Dated as of '3°utJr.. I~ 2020 Increment Act and the Ordinances, the "Development District") as a development district under the
provisions of the Tax Increment Act; (ii) established a special fund for the Development District to be
known as the Port Covington Development District Tax Increment Fund (the "Tax Increment Fund"); and
(iii) provided that, for each tax year that begins after the effective date of the Tax Increment Ordinance
Maryland Economic Development Corporation (i.e., each tax year beginning on or after July I, 2015), the Director of Finance of the City (the "Director
Special Obligation Bonds of Finance") shall divide the property taxes on real property within the Development District, as
(Port Covington Project) provided in subsection (d)(3) of the Tax Increment Act, and pay the portion of the taxes representing the
Series 2020 levy on the Tax Increment (as defined in the Tax Increment Ordinance) with respect to the properties in
the Development District into the Tax Increment Fund.
The City is authorized under Article II, Section (62A) of the Baltimore City Charter, as amended (the
"Special Taxing District Act") to (i)(a) create a special taxing district, (b) to levy ad valorem or special
taxes, and (c) create a special fund with respect to the special taxing district into which special taxes
levied with respect to the special taxing district are deposited for the purpose of financing, refinancing or
reimbursement for the cost of infrastructure improvements as necessary for the development and
utilization of the land in a defined geographic region within the City of Baltimore and (ii) subject to
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appropriation, use the amounts deposited into such special fund to pay debt service on State Obligations The Developer is developing land in the Districts owned by the Owner or Affiliates thereof (hereinafter
(as defined in the Special Taxing District Act). defined) as a mixed-use commercial and residential development. In order to facilitate the construction
of the Chapter 1B Development (defined herein), the Issuer, the City, the Developer and the Owner wish
Pursuant to the Special Taxing District Act, the City enacted Ordinance No. 16-530 (as the same may be to provide for the financing of certain public infrastructure improvements that consist of the Series 2020
supplemented and amended from time to time, the "Special Taxing District Ordinance") which, inter Project by entering into this Funding Agreement to provide for the funding of a p01iion of the costs of the
alia, (i) designated an area within the City of Baltimore more particularly described therein to be known Series 2020 Project through the issuance by the Issuer of the Series 2020 Bonds on the terms set forth
as the P01t Covington Special Taxing District (as such district may be amended from time to time in herein.
accordance with the Special Taxing District Act and the Ordinances (defined herein), the "Special Taxing
District") as a special taxing district under the provisions of the Special Taxing District Act; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for
(ii) established a special fund for the Special Taxing District to be known as the Port Covington Special other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer,
Tax Fund (the "Special Tax Fund'); (iii) provided for the levy of a special tax (the "Special Tax") on ail the City, the Owner and the Developer agree as follows:
real property in the Special Taxing District, unless exempted thereby or otherwise by law, for the
purposes, to the extent and in the manner set forth in the Rate and Method (defined herein); and ARTICLE I
(iv) directed the Director of Finance to deposit ail Special Taxes levied and collected in the Special DEFINITIONS
Taxing District into the Special Tax Fund.
Section 1.1. Definitions. In addition to the terms defined elsewhere herein (including in the Recitals
Pursuant to the Tax Increment Act and the Special Taxing District Act, the City enacted Ordinance No. hereto), the following terms shall have the meanings ascribed to them in this Article I for purposes of this
16-529 (as the same may be supplemented and amended from time to time, the "Bond Ordinance," and Funding Agreement. Unless otherwise indicated, any other terms, capitalized or not, when used herein
together with the Tax Increment Ordinance and the Special Taxing District Ordinance, the "Ordinances") shall have the meanings ascribed to them in the Indenture (as hereinafter defined).
which, inter alia, (i) authorized the issuance by the City or a State Issuer (as defined in the Bond
Ordinance) from time to time in one or more series of its special obligation bonds or notes pursuant to "Actual Cost(s)" means those substantiated Costs with respect to the Series 2020 Project actually
one or more indentures in the maximum aggregate principal amount of $660,000,000 for the purpose of paid or incurred by the Developer Parties. The aggregate amount of

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New Issue – Book-Entry Only

December 16, 2020

FIGURE 2: SPECIAL TAXING DISTRICT

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT

APPENDIX A – Appraisal and Market Study

THE PURCHASE OF THE 2020 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE

City Enabling Acts and Creation of the Districts

The Port Covington Project and the Series 2020 Project

Security and Sources of Payment; Contribution Agreement

Series 2020 Reserve Fund

Administrator; Tax Increment and Special Tax Report; Special Taxes

Appraisal and Market Study

THE PURCHASE OF THE 2020 BONDS IS AN INVESTMENT SUBJECT TO A HIGH DEGREE OF

Membership and Organization

THE 2020 BONDS

Redemption Date Sinking Fund Redemption Date Sinking Fund

Redemption Date Sinking Fund Redemption Date Sinking Fund

Redemption Date Sinking Fund Redemption Date Sinking Fund

Extraordinary Mandatory Redemption

Extraordinary Optional Redemption

Special Mandatory Redemption from Optional Prepayments of Special Taxes

Special Mandatory Redemption from Mandatory Prepayments of Special Taxes

Selection of Bonds to be Redeemed

Effect of Call for Redemption

Transfer and Exchange of 2020 Bonds

By means of illustration, the Value to Bonds Ratio is determined as follows:

Value to Bonds full cash assessed value/appraised value

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Annual Debt Service for 2020 Bonds

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Special, Limited Obligations

Application of Pledged Revenues

Series 2020 Reserve Fund

Owner and Developer Not Liable for 2020 Bonds

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Overview of the JV Agreement

Contract Termination Rights

Transfer of Interests in Owner

Vertical Development Opportunity and Sale of Parcels

Litigation with Respect to UA and Kevin Plank

Community Benefits Agreements

Memorandum of Understanding with Baltimore City

Memorandum of Understanding with Surrounding Community

THE PORT COVINGTON PROJECT

Summary of Port Covington Project Progress

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Port Covington Project

Planned Use Estimated Size

SOURCES AND USES - TOTAL PORT COVINGTON

Phases of the Port Covington Project

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Below is a pictorial description of the current development.

PORT COVINGTON CHAPTER ONE

POTENTIAL SOURCES OF FUNDS

Chapter 1B Infrastructure Improvements

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SOFT COSTS HARD COSTS

Engineering and Architecture Fees $10,696,078 Preconstruction $ 443,738

TOTAL TIF ELIGIBLE COSTS $112,249,443

The Promenade Easement Agreement

Status of Chapter 1B Infrastructure Improvements

Baltimore City Conduit DA #1427D 9/18/19