Hill Country Lagoon Group - City of Manor

Project: Epic Waters

Owner: City of Grand Prairie, Texas

Operator: American Resort Management

Co -sor -ti-um

12

Project Luong

A startup Doing More in Architecture.

Alec Luong, AIA

32

Kimley Horn

Expect More.

Experience Better.

Emily Drake, PIA, ASLA

Proj-ect

44 Destination Development

What

Ap -pen -dix

A Crystal Lagoon Visitor Estimation

How total demand for the Public Access Lagoon was determined

16

Johnson Design Group Decades of experience

Warren Johnson, AIA

36 ARM

Success is a partnership. Richard Coleman, CHA

22

The

38

Crystal Lagoons

An Idyllic beach paradise Anywhere.

Mauricio Salinas

26

48

54

60

B Request for Proposals Document Checklist Mandatory documents included here

Individual

Contents

Learn More

Check out the collaborators of the Hill Country Lagoon Group to see more great projects:

projectluong.com

kimley-horn.com

americanresortmanagement.com

veyron.com

crystal-lagoons.com

johnsondesigngroup-llc.com

C

Request for Proposals Addenda Received. Acknowledged.

Project: Future Hill Country Lagoon Destination Resort

Owner: City of Manor, Texas

Architect: Project Luong

Associate Architect: Johnson Design Group

Landscape Architect: Kimley-Horn

Operator: American Resort Management

Financier: Veyron Global

Development Manager: The Dennis Company

Water Feature: Crystal Lagoons USA

Road Tripping for Spring Break

by Alec Luong, AIA

I flip through the pages of the book. “This is such a baby book!” I say. “But look, this little black sheep is kind of cute.” I show George the picture.

“And he’s looking at you,” George says.

“What do you mean?” I say, and hold the book up closer.

“I think his name is Goblin,” I say.

“Does it say that?” George asks.

“I don’t know,” I say. “I can’t read.”

Excerpt

Abby Hanlon – Dory Fantasmagory: Dory Dory Black Sheep

My family really isn’t built for road trips. My seven and five year old daughters can sit still for about an hour. My wife is a runner, so the idea of sitting in a box for hours on end does nothing for her. I drive an electric truck, which in reality is a glorified luxury golf cart that has about as much range as I can walk. But despite that, we found ourselves humming along Highway 290 towards Austin.

Spring break with elementary school children is an event unto itself. It’s one of those minor holidays that nobody tells you about in the pre-parenting handbook. I’m not a lake guy. Many, many pounds ago I was a swimmer – so naturally I prefer my water in a nice and neat box 50 meters long by 25 meters wide. I’ll go to Galveston, but the brackish water there does nothing for me. My kids just wanted to get out of Houston. My wife didn’t want to get on a plane. So naturally a compromise was struck, the week before, with no options left, and a simmering need to finalize a plan. Let’s go to Cedar Park!

Try using voice commands to ask Android Auto where “Voelker Lane” is.

“Volker Lane is approximately 2,231 miles from your current location.”

No Google, V-O-E-L-K-E-R Lane.

Sorry. That location cannot be found.

DADDY! It’s right there! Rapid deceleration follows.

Why are we at the Food Bucket? This can’t be right. The map didn’t show a gas station in front of the site. Wait...

Fun fact for the out of town guest. Voekler Lane is divided by 290. We turned around and headed one more intersection down...at 80 MPH and found it. It’s not every day you come across a project with 230 some odd acres for development in a City that has the foresight and courage to do it. In the fifteen odd years I’ve had the pleasure to be an architect,

I can only recall a handful of times where a City, or an EDC, had put together enough resources, time, and political capital to make a real difference in a community.

Weighing in at a hefty 610 pages, the Destination 2050 plan is a hefty read and not for the faint of heart. But the Vision is Clear – everyone should know where Manor, Texas is and what it has to offer. Manor is not the City where you get stuck in traffic passing through to Austin. It’s the City that is your final destination.

As we darted across oncoming traffic into a not-so-clear dead end, the truck came to an abrupt stop. The kids, of course, paid no attention as the current episode of WILD KRATTS was still in full force. Disregarding for a moment the much unloved “CITY OF MANOR, NO TRESPASSING SIGN” (I’ll ask for forgiveness later) I started to walk the site.

It’s perfect. I mean, as perfect as a recently annexed site with limited utilities and a massive 100-year flood plain at the edge of town can be. The relatively flat entry plateau gives way to a pretty neat drop into the creek beyond with brush wood down by the dry (creek?) beds.

The kids started to get antsy with the “ARE WE THERE YET?” and were superbly disappointed that daddy had made an unnecessary pit stop to take some pictures without asking their permission first. We made our way through town / traffic and continued on our way to the lake house without incident – the kids knowing none-the wiser that someday, if everything goes right, we won’t have to go through Manor for vacation. We’re going to Manor for Spring Break.

Pencil sketch at McKinney Falls State Park, Upper Falls.

Project: Evermore Orlando Resort

Owner: Dart Interests

Civil Engineer: Kimley-Horn

Water Feature: Crystal Lagoons

The Hill Country Lagoon Group is pleased to present this Unsolicited Bid Proposal to the City of Manor, Texas for the purpose of developing a Public Access Lagoon anchored destination development in partnership with the City of Manor, Texas.

Here. We. Go.

by Alec Luong, AIA

The Hill Country Lagoon Group is an unincorporated consortium led by Project Luong Architects, in collaboration with Veyron Global, American Resort Management, Johnson Design Group, Crystal Lagoons USA, The Dennis Company, and Kimley-Horn Associates. As a Group, we bring a diverse set of skills specifically tailored to developing destination locations with investment banking, operations, design, technology, development, and engineering.

The Proposal Reference Number: 2024-10 let out by the City of Manor is what led to the formation of this Group. Instead of studying multiple options that would ultimately require the City to engage a plethora of consultants, developers, and bonding over multiple years of study –why not bring the group together that can design, develop, finance, and operate a destination development in Partnership with the City of Manor?

As an Architect led development Group, Hill Country Lagoon Group has a unique perspective on how to bring large, complicated projects to life. We’re not focused on the bottom dollar return first. We’re focused on solving what matters most – the people problems. What is it that the City of Manor wants? How do we bring that together? What is the right mixture of attraction, entertainment, infrastructure, and retail to solve the people problem? How do you craft the story to sell the idea to inspire a generation of residents to come together and support something that comes along only once every so often?

Project Luong brings decades of architectural experience, especially in the community and hospitality market sector having been involved in over half a dozen lagoon projects across the United States. We pride ourselves on Doing More for our clients. We’re not just in the service sector as a consultant architect. We’re a partner in development, taking a position to see the big picture, to look beyond the problems that fall in our realm of liability. We’re looking to deliver quality projects as a partner with vested interest in delivering developments that matter.

Public Access Lagoons are changing the way attraction destination development is created, with 10 Crystal Lagoons in operation today, and 30 more in different development phases within the United States. Of these lagoons 4 and 21 respectively are public access lagoons. Crystal Lagoons is dedicated to creating a beach lifestyle in any city in the world, and completely transforming communal spaces. This can change people’s lives by creating a reality never imagined: transforming communities into waterfront developments, bringing water sports to daily life and creating an idyllic beach experience just steps away from people’s homes.

Kimley-Horn Associates is a nationwide design and engineering firm with the breadth and reach to program, plan, and manage complicated infrastructure projects. Having been involved in all the signature Crystal Lagoon projects in the United States, Kimley-Horn knows the ins and outs of the engineering system and site activations necessary to create a vibrant and successful project.

The Project Luong, Kimley-Horn and Crystal Lagoons team have completed two Crystal Lagoons together, with five more under development or construction. The Lago Mar Lagoon in Texas City, Texas and the Evermore Lagoon in Orlando, Florida are transformative projects for their communities attracting a diverse range of uses from multifamily housing, offices, resort hotels, and retail uses. Each project has individually generated millions in economic impact to their communities and continues to drive regional growth around them.

Johnson Design Group has over 40 years of experience developing hotel and resort projects across the county. As a partner with Project Luong, Johnson Design Group is leading the way to bring the first ever Sports Illustrated Resort Hotel to the Lago Mar Lagoon in Texas City, Texas.

American Resort Management is more than just an operator of high performing resorts and waterparks, they are an integral partner in the design and development of projects that people just want to go to. Their work in Grand Prairie, Texas transformed a sleepy city in the distant suburbs of the DFW Metro into a premiere location for concerts, conventions, and family fun.

Veyron Global is a New York City based investment group specializing in residual lease buyback financing for tax-based entities across the country. Veyron brings the financial strength to create and manage the unique financial needs of municipalities seeking to develop using tools other than traditional securitized bonds and certificates of obligation.

The Dennis Company brings construction and development experience to the group. With over 30 years in the underwriting and proforma development of signature projects across the country, and involvement in the construction process from entitlements to punch walk and warranty, the Dennis Company provides a grounded approach to risk mitigation and execution.

This group of consultants has come together to form The Hill Country Lagoon Group. In partnership with the City of Manor, we are proposing a way forward to design, develop, construct, and operate a destination that will rival the top destinations in Texas.

Project: Blue Tree Phuket Evening Concert Venue takes guests into the night.

Alec Luong, AIA is a Principal and Managing Partner of Project Luong Architects.

Contributing Recomendations

Tom Hart retired as the City Manager of the City of Grand Prairie after 20 years of public service. During his tenure he oversaw the development of the Epic Central, a transformative development that set the City on the successful path it enjoys today. Tom has worked extensively with American Resort Management and shares his thoughts on their performance.

Karl Miller has served the City of Bellaire for over 16 years, and has overseen every major facilities project during that time. He has worked to create a new city hall, civic center, police station and municipal court over a 5 year period with multiple citizen committees, bond referendums, starts, and stops. Karl reflects on working with Project Luong Principal Alec Luong during the project.

Christina Tran leads Contender Development's largest projectdelivering the first ever Public Access Lagoon in South Carolina. Project Luong and Kimley-Horn have been essential partners in working through the various city, county, and state jurisdictions paving the way for this project to become reality.

First introduced in the mid 1800's in England, consortium is a Latin word meaning "partnership", "association", or "society". In modern parlance a consortium is defined as an association of two or more individuals (or companies) with the objective of participating in a common activity and pooling their resources to achieve a common purpose.

A traditional RFP response is structured as a Prime Consultant served by a series of sub-consultants with the sole purpose of winning a project on shared merit and taking part in the spoils of contracts. There is no shared purpose. There is no common goal beyond the self serving nature of the selection.

The Hill County Lagoon Group is not that. We all work together in our commonality of aligned interest with the City of Manor. We share a purpose. We are a consortium.

Con·sor·ti·um

Project: Sunterra North

Location: Katy, Texas

Architect - Project Luong

Firm Profile: Project Luong

PROVIDED BY ALEC LUONG, AIA PRINCIPAL & MANAGING PARTNER

Firm Leadership: Alec Luong, AIA and Emily Luong, PLA

Location: Headquartered in Houston, Texas with offices in San Antonia, Texas and Santa Monica, California

Year Founded: 2021

Education:

Alec: Virginia Tech

School of Architecture, B. Arch and M. Arch.

Emily: Johns Hopkins, B. Political Science, Virginia Tech School of Architecture, M. Landscape Arch.

Experience:

Alec: Ricondo & Associates, Meeks+Partners, PGAL

Emily: KGA/DeForest Design, Harris County, Kimley-Horn Associates

First Project: Balmoral Community Center Renovation, adding a feature restaurant to an existing community building.

Defining Project and Why? We don't have one yet because we're still in start-up mode under our own name. We have 15 projects under construction right now, ranging from small community restroom buildings to 50,000 square

feet of amusement, food and beverage. We'll see which one gains the most traction when they're completed.

Signature Commission: We're working right now to bring the first ever Sports Illustrated Resort to life right here in Texas City, Texas. Being selected and trusted for such a high-profile project is a huge win for us and something that is going to keep us going for a long time. We've had the pleasure to work on HUGE projects throughout our careers, ranging from 3 million square feet of international airport terminal to 1,000 plus acres master plans. The size and scope of the Sports Illustrated project is going to challenge us to bring all of those skills to bear to bring this project to life.

Firm Name Origin: We had our good friend Marcus Martinez with UltraBarrio help us discover who we are and who we really want to be. The idea of a Project hits on so many levels as an architect, a father, a husband, and a Catholic. Everything we do is part of the Project. What we do isn't so much about the work, its about how we get through the work. And of course, we wanted to throw our own last names in the company name, who doesn't, right?

How do you explain the personality of the firm? Honesty. It always starts with honesty.

And repeatability. Architects have a bad wrap for being stogy and overly formal - like you're engaging with someone you might not trust. We're all about breaking that barrier and trying to relate to our clients. You see it in our writing, how we approach projects, how we deal with clients and contractors. Let's all just agree at the beginning that we're here to do a job, and that we're going to have a lot of fun doing it and bring everyone else along for the ride too.

What’s the most unique thing in your studio space? One of my employees bought me a miniature gong. So, I made sure to have that person sit right in front of me while I use the gong with extreme prejudice during office hours.

What is this AMDG thing on your documents? I went to a Jesuit High School, and every document we ever put our name on had to have A.M.D.G. in the top right-hand corner. Its Latin for "The Greater Glory of God." It’s a reminder to me, and to anyone who reads this that what we do in life has purpose, and meaning, and direction. Even if you're not Catholic that message resonates. We talk about it as staff, during interviews, and on job sites. We get up in the morning to be more than just architects - we're family members, citizens, teammates, son, daughters, whatever else. Sometimes architects get too consumed with being architects. It’s just a little reminder ... everywhere.

How did you land on the tagline for the company? Doing More? It’s great. Architects love to stay in their lane by habit, and that’s a problem. We're trained to be problem solvers, and this is a profession that is rooted in the tradition of the master builder. Architects that only want to design, or only want to detail, or only want to...pick a thing - are doing a disservice to the profession. We're doing more by injecting ourselves where we can bring value. We lead developments, we assist in financing, we provide landscape, graphic, interior, planning, and management services. Doing more means bringing that extra to a project that brings it to life.

Firm Profile Selected Works: Project Luong

1.This confidential client restaurant concept brings the beach biophilia indoors by creating a wrap around indoor and outdoor bar for guests and locals alike. 2. The Beach Club sets a new standard for social clubs in Houston by bringing together Miami vibes and southern comfort. 3. Low Country architecture drove the design of the MidAtlantic Lagoon Entry Building and Feature Restaurant design. The classic lines and long, low features create a welcoming ambiance and promote slow living while relaxing at the beach. 4. The Sierra Vista welcome center is the feature building along the Sierra Vista lagoon. Taking the modern farmhouse styles of the neighborhood was a must for the client. White brick and dark accents drive the aesthetic with splashes of green and copper. 5. The Project Luong office creates two studio spaces connected by the open break room. Set in a standard Class A office space, the design exposed the bare concrete columns and beams while mixing in light plywood fins to soften the space. 6. The Lago Mar Lagoon, the largest in Texas, is flanked by a village of smaller buildings to fit within the residential scale of the community. The main clubhouse opens onto a vast veranda patio overlooking the long edge of the lagoon for stunning vistas at sunrise and sunset.

Project: Confidential Hotel & Apartment Tower

Location: Houston, Texas

Architect: Johnson Design Group

Associate Architect: Project Luong

Firm Profile:

Johnson Design Group

PROVIDED BY WARREN JOHNSON, AIA PRINCIPAL OWNER

Firm Leadership: Warren Johnson, AIA

Location: Houston, Texas

Year Founded: 2020

Education:

Georgia Institute of Technology Bachelor of Science Architecture

Experience:

STG Design, Ziegler Cooper Architects, Hermes Architects, HOK, Architectural Services International, IDEA USA, PBR/PBK Architects

How would you describe Johnson Design Group? I would describe JDG as a singlepurpose architecture firm dedicated to quality, hand-crafted facility design, master planning and interior design. Not just the technical aspects of our work but also the true crafting of design. What it means to be a creator. It’s quite an awesome responsibility. It takes an honesty of thinking, an eye for proportion and scale and a discipline to pull outside yourself and critique your work to avoid “fatal flaws “ or assumptions that kill the idea you are generating. Then it’s critical that these lessons are mentored to the up and coming generation.

How has mentorship played a role in shaping the young designers at JDG? Over the last

fifteen years, we at JDG have placed a strong emphasis on mentorship and the nurturing of young designers to excel in the architectural profession, emphasizing the importance of creativity, critical thinking, and attention to detail in design. Real mentorship is a core value at JDG and it has played a significant role in shaping the firm. By providing guidance, support, and opportunities for growth, the “seniors” around here have been able to impart their knowledge and experience. This has not only helped our young designers develop their technical skills but also their creative thinking and problem-solving abilities. Mentorship also fosters a sense of camaraderie and teamwork within the firm, promoting a collaborative environment where we can all learn from each other and grow together. This is an everyday thing for us…

What led to the idea of creating a small collaborative firm? The idea originally was to create a mid-sized all-encompassing firm in the shape of those firms I professionally grew up in. With new technologies and the interconnectedness of our world since Covid, I have found that networking with like-minded firms, but with different, complementary gifts, we both prosper and learn from each other. Iron sharpens iron.

How does collaboration work itself out at JDG? We know where our talents rest and we love coming together with other creator firms to build great projects. This also means that we come along side our clients during the design process and attempt to fulfill their vision, not a self-serving creation of our own. In my 44-year career, it’s been my experience that this kind of servant leadership really works better for all. It’s probably why we have so many strong, decades-long relationships with our clients in Texas and beyond. We still reach out to one another. It is one of the most satisfying parts of my daily grind.

So, there is “Design” in your name, with an assumed design-only focus. When you work with other firms how do you integrate collaboration in the process? We do have a real passion for design. People assume this is a right-brained process-making pretty pictures!

Yes, it is that, but each project must also work, so some left-brained elbow grease generally creates a complete portrait. Good design marries the engineering and the art. On collaboration, we work hard to integrate our ideas with our design partners. This comes from respecting your fellow project teammates and allowing them to add ideas into our realm as they allow us in theirs. Though our focus is on the “front end” of any project, we also love to help design details later in the process along with the rest of our integrated team. This creates a fully thought-out project.

How has your years of experience helped to create good design? Well, our senior staff, I think, have maxed out that Ten-Thousand Hours thing. We come to the table with youthful passion while having earned all those gray hairs. For the most part that experience is not garnered through a single set of work history, but a wide variety of experience both in the United States and overseas. This gives us a unique perspective. As a challenge arises, we can ask ”Hey, how did we solve that problem on the Chinese hospital project?” or “Remember that quirky hotel in Jeddah? Lessons learned, then applied anew.

What types of projects do you usually design? Over the years, we have been blessed with a varied portfolio of projects: Hospitals and hotels, mixed-use and office buildings, multifamily and retail. With all that experience to draw on, we generally focus on Mixed-use projects, hotels (over 50 to date), multifamily and medical facilities. Going back to the idea of integration, our experience allows us to fully integrate all of the pieces of a mixed-use project so that they work together, both horizontally and vertically. That is our “Value-Add” to any project. If we find that a pro forma does not consider, for instance, the after-opening marketing challenges of a new hotel with the development time frame of the surrounding retail and restaurant spaces then there will be “issues”. How do office buildings and multifamily residential share parking spaces on site? Why is a parking garage sometimes less expensive than surface parking?

Firm Profile Selected Works:

Johnson Design Group

1. The dual branded hotel concept is always a unique challenge. Bringing together two well known brands on a tight, common site pushed the limits of what the architecture could solve, but in the end it was a successful project that really made a difference in the downtown area 2. Valley Ranch was an awesome project creating a true mixed-use entertainment district. We had the flexibility to bring together so many different uses to the site to really make it a live / work / play environment. The street paving and landscaping also contributed a lot to blurring the lines between public and private, green space and roadway. 3. The District project was a multi-generational project that brought housing, retail, office, and grocery to one site. Transforming many multiple acres of green space into a thriving urban area in a suburban setting is never easy because of the critical mass necessary to pull it all off. This developer was able to bring all of the right pieces together at the right time to achieve this goal. 4. The Woodlands Gate was conceived as a luxury mixed use hotel with a full service hotel and office space bookending the site. The urban density we achieved as phenomenal overlooking parts of the Woodland waterway.

by

My name is Tom Hart. I was the city manager of Grand Prairie from 1999 until 2021. Grand Prairie brought me in to provide new leadership that would guide and transform them to the potential the elected officials felt was there.

It was a fun and exciting journey, and it is rewarding to see where it has come. It is also great to see it has not stopped but is continuing to explode.

It is my understanding that the City of Manor has this same vision and is starting this journey. My compliments to your elected and management team. Great transformative projects must start with a bold dream and the right team!

The citizens of Grand Prairie are proud of what has been accomplished. They wanted the amenities and facilities our plan has brought to the city. They are also proud of the reputation their city now has.

We used a project much like you are looking at doing in Manor as a catalyst. Please let me invite you to come to Grand Prairie and look at what has been done. It is a one-of-kind development done by a city in the country. You must see it to fully appreciate what has been accomplished. You can start by checking out the WEB page epiccentral.com.

One of the early members of the team we brought on was American Resort Management. Our indoor water park was a critical part of our plan and needed to be done right. They took us from dreaming to the planning, then designing and finally to the operations. They were one of the most important decisions I made, and it has paid dividends.

Contributing Recommendation

Under their operation, they have taken our facility to be named number three park in the country and have taken our revenue to over 17 million a year. They have done this even though they must give discounts to the residents of Grand Prairie.

Because of this, I have now recommended they take over management of other facilities and am working with them and other cities to replicate some of the Epic Central projects in their cities.

They have the knowledge, vision, systems, values and the right people to take these projects to new higher levels.

They have earned my confidence and endorsement. I would really enjoy working with both you and them on your great project. With your great location this can become something special. This can bring in outside dollars to spend money in your city and your development and help pay for what your citizens want.

Please feel free to call me to discuss any of this. Let me say, “best of luck”. Take Manor to a new level! You should check out americanresortmanagement.com and epicwatersgp.com.

Project: 8th & Hope

Location: Los Angeles, California

Program Manager: The Dennis Company

Firm Profile:

The Dennis Company

PROVIDED BY PATRICK DENNIS

Firm Leadership: Patrick Dennis

Location: Houston, Texas

Year Founded: 2022

Education:

Texas A&M University, School of Architecture, B. Arch

Experience:

Ric Interfin Corporation, JE Dunn Construction, Wood Partners, Dinerstein Companies

You have often spoken of your appreciation for using data and data analytics in your work. Where does this come from and how do you apply it in the development and construction industry? Many, many years ago when Micheal Lewis’s book, Moneyball came out I was immediately transfixed with the use of data as a tool in my work. The challenge of looking at information as a competitive advantage, finding ways to use it that others might not was intriguing to me. In the midst of the economic downturn in 2008/ 2009 I worked with our development team to create a forecast model that used various data points to suggest what construction methodology to utilize in

anticipation of the market improving. We broke down the dollar per square yard of concrete to better understand how much was in material goods, labor and even transportation. What we found was nearly 28% of the total cost per CY of concrete was “unaccounted” for - meaning this was the margin that trades were working with at the time.

Looking at your career, you have spent equal time in development and construction. To what do you attribute your ability to move from each market sector while leading such a variety of large commercial, multifamily and healthcare programs? It has been an interesting career arc within the industry for sure. I firmly believe the foundation for success in our industry lies in education and nothing prepares you more than studying architecture. I studied architecture at Texas A&M University where the program is closely tied to the Construction Science department. In addition to the coursework in architecture, my range of study vacillated between art history, mechanical system engineering and urban planning, mixing in landscape design for good measure. What better way to develop the problem-solving skills required by our profession than learning lessons of the major components that comprise it.

What is your underlying methodology for developing and utilizing a schedule? When I am working with younger project managers or development associates, this is often the most popular topic and least understood tool in the toolbox. The first idea I impart is that the typical (and often least reliable) Ghant Chart is only one way to look at the overall timeline, plan, and approach for a particular project. The reality is that it is one of three major building blocks to utilize when working to understand the current status of a project and where it is heading. Without giving away too much of the “secret sauce” those major building blocks are: Ghant Chart, Project Cash Flow and Rules of Thumb. When taken together, these three tools allow you to look at the data from each of the relative perspectives to better be able to validate what the team is telling you holds up. I bet you are curious to learn more about that formula!

What do you love most about the industry, which can often be stressful and challenging? Working with people. Owners, developers, architects, electricians and plumbers and especially young people. Having traveled so many roads in our industry I love being able to work with smart, energetic people who have a passion for learning and provide them with guidance and counseling along their journey. I continue to learn as I go and actively strive to get better at teaching others to “look around corners” and minimize the inevitable bumps in the road our industry is famous for. How I know I will have achieved my goal is when our teams actively listen to each other to prevent or proactively work through problems, and I don’t have to say I told you so when things go sideways.

Firm Profile Selected Works:

The Dennis Company

1. Set in the middle of the most dense area of downtown Seattle, Dimension Seattle is a dynamic multipurpose building with 300 residential units, office, retail and a community center that opens onto the lively streetscape. Paying homage to the local music scene, the first floor primarily acts as a community accessible space that hosts live music performances or school choir rehearsals with aplomb. 2. Situated on the perimeter of the 70,000 student Texas A&M University campus, Sterling Northgate is comprised of a 7 story structural steel frame residential tower, a 40 unit 3 story townhome component and a 9 story precast parking garage with a rooftop pool, clubhouse and study areas. 3. Downtown LA's mixed use buildings are all the current rage, but our 290 unit ultra luxury high rise at 8th and Hope was one of the first setting the current direction of urban living. Just over a half million square feet on a 1.2 acre site, the project offered terrific logistical challenges that come with working in the middle of a large metro downtown. 4. Adjacent to the Texas Medical Center in Houston, Texas, The Vantage is a six hundred thousand square foot tower that sits on almost 2 acres abutting an active bayou. The allbrick facade and high-end finishes throughout the building were put in place in just under 20 months creating an instantly recognizable entry landmark into the medical center. 5. Built on the site of former gym building and classrooms for the University of San Francisco, this 400,000 square foot facility was constructed on the side of a hill with a 50 foot incline surrounded by residential homes. The project is split with a public access park, a mews for cross access to the upper and lower portions of the site and a large concrete and glass multi-use building with an outdoor amphitheater. 6. Blending into its very officecentric environs, Dallas Glasshouse is a high end residential tower with exclusive commercial space and amenities located between Turtle Creek and downtown Dallas. The challenge of adding a commercial facade to a mixed use building while not feeling too "corporate" was accomplished by combining the full height storefront windows with the polished finish of the exterior skin. 7. Uptown Park is a 140,000 square foot retail and entertainment development in the Galleria area of Houston, Texas. 7 individual buildings, appliqué art throughout and two feature center point fountains create a very unique Italian village vibe for this high end development. The precast concrete structures were made to feel more approachable with generous windows, covered walkways and various depth planes cast within the concrete.

Project: Fortune 500 Company Headquarters

Location: Frisco, Texas

Project Finance: Veyron Global

Firm Profile:

Veyron Global

PROVIDED BY TODD GRAHAM SENIOR MANAGING DIRECTOR

Location: New York, New York

Year Founded: 2019

Education:

Southern Methodist University, Bachelor of Art, Public Relations & Master of Business Administration

Experience:

Natalliance Securities, Cantor Fitzgerald, MHT Partners, First/Third Capital Group, SuperOx Holdings, Vector Capital, Morgan Keegan, Merrill Lynch

opportunities for owners, investor, and lenders in the space. We also realized that institutional fixed income investors viewed these assets, and the cash flows attached to then, very differently then traditional real estate investors and lenders. Those differences became opportunities for us as financiers to deliver unique value to our clients.

What kind of benefits would those differences deliver to owners and investors of these types of assets? Great question. By looking at real estate and infrastructure assets through a fixed income investor lens, we were often able to translate the differing viewpoint of these institutional investors into higher valuations, higher loan to values (often up to 100%), and lower costs of capital as a few examples. When we set out to build our credit tenant lease finance, or CTL, business at Veyron, we sought to take advantage of these points of arbitrage to design a lease product that maximizes the benefit to the tenant.

So to summarize, you all provide a mechanism for not-for-profit and for-profit entities to develop or sell and lease back assets that they maintain control over, which is priced at or near their bond borrow rate for the lowest cost of capital, with a flexible rent structure, for long term leases with optionality at the end to renew, buy or sell? That is exactly correct. Ours is the most user friendly and capital and balance sheet efficient structure for financing real estate projects and assets that exists.

What is it about the real asset finance space that led you to it as a business? As an investment banker I have been deeply involved in raising debt and equity capital for companies and projects for most of my career. Six plus years ago, while I was leading the infrastructure finance practice at Cantor Fitzgerald, our team recognized that the world of finance related to infrastructure and commercial real estate assets was changing very quickly and was becoming much more sophisticated. The use of securitization and other structured finance types of products and solutions was evolving very quickly and creating some really interesting

What are some of those benefits? Well, at Veyron, we start with the viewpoint that we want to very closely align our interests as owners/landlords with those of our tenants or lessees. At the end of the day, they are our customers and partners, and the assets are for their benefit, so this is very important. This is atypical, given the counterparty nature of the relationship between most owners/ developers and the end users. Secondly, we give the lessee total control of the asset with the lowest cost of capital as we price the lease at the rate they could issue a bond plus a modest spread. Because we also take advantage of the use of the accounting changes relative to lease accounting, we are able to minimize the balance sheet effect for our lessees. The net result is a lease that has lower rents, which can be customized and sized to fit their needs and a 35% to 40% plus reduction in balance sheet impact over traditional borrowing. This makes our model a very powerful tool. And we do all of this with no up-front, out of pocket cost to the lessee and no fees. There simply is not a more lessee friendly, low cost of capital, and balance sheet efficient financing model for real estate assets available in the marketplace.

Firm Profile Selected Works:

1. 160,000+ square foot semiconductor manufacturing plant in Idaho was purchased and refinanced as a lease back. This mission critical facility for a Fortune 500 company served as a catalyst or additional investment for future growth and market share. 2. Veyron purchased five manufacturing facilities across four market sectors across the United States. We worked with the tenant to ensure that the lease cost closely mirrored the long term bond cost for the duration of the lease. The balance sheet impact was immediate with over 40% excess reduced over time.

3. Veyron financed the development of 180,000 square feet of hospital and clinical space for Ochner Health - a leading healthcare provider in Louisiana. The $200 million development was done with no capital outlay from the health system, which maintained its tax exempt status. This creative financing allowed for services to be delivered faster than any other development type would allow for. 4. Over 400,000 square feet of class A office buildings space in Dallas was refinanced to reduce the rent and balance sheet liability of the corporate tenant by more tan 25%. 5. This fortune 500 headquarters located in Frisco, Texas was tenant credit financed for over $220 million allowing signifcant cash flow advantages while developing signature class A office space.

Recommendations:

Project Luong Principal Alec Luong

by Karl Miller, Director of Park, Recreation, and Facilities City of Bellaire, Texas

Ihad the privilege to work with Alec Luong over several years on the City of Bellaire Municipal Facilities project. This project was an extremely complicated construction project. That consisted of demolishing two buildings (City Hall/City Council Chambers and Police Station/Municipal Courts) on different sites and constructing replacement buildings in three sequential phases while keeping City operations functioning.

Mr. Luong was an integral part of the planning and design phase, which required numerous public meetings and working with a City Councilappointed Ad Hoc Committee comprised of Bellaire residents.

Once the planning phase was completed, Mr. Luong showed strong leadership skills throughout construction and a commitment to the project owners. On numerous occasions, he was a strong advocate for the project's owners. He was detail-oriented in reviewing invoices

received by the General Contractor to ensure accuracy. Mr. Luong responded to the General Contractors Request For Information requests promptly and held the General Contractor accountable for project delays and the project timeline.

Members of the City of Bellaire team developed a trust in Mr. Luong from his frank & honest communications when he advised us of issues, proposed solutions, and provided potential consequences of decisions made. In addition, he worked well with the general contractors to get their cooperation by addressing & resolving their issues.

Mr. Luong proved to be a diligent team member that consistently provided a high quality of work with consistent results. Of course, like any construction project, there are stressful times associated. Still, Mr. Luong's positive attitude and sense of humor greatly influenced the project while providing confidence throughout the planning and

construction process. Even though he has a "get it done" attitude, he consistently provided results with a significant amount of details.

Mr. Luong provided a result that the citizens of Bellaire and the City of Bellaire are proud of and happy with the new buildings. Mr. Luong was the constant professional I would highly recommend for any planning and construction project regardless of undertaking or complexity.

Project: Evermore Resort

Location: Orlando, California

Civil Engineer: Kimley-Horn

Firm Profile:

Kimley-Horn

PROVIDED BY EMILY DRAKE MASTER PLANNING | LANDSCAPE ARCHITECT

Location: Raleigh, North Carolina

Year Founded: 1967

Education:

The University of Texas at Arlington, Master of Landscape Architecture

Experience:

Carter & Burgess, Callison, CallisonRTKL

What do you enjoy about projects with Crystal Lagoons? I have 2 young boys and we all love the water. They would swim if it was 50 degrees outside if I let them. We live in Dallas, so getting to the ocean or any big body of water is a 4 hour trek for us. Inland water areas like Crystal Lagoons give us a closer destination for a “day at the beach” experience. I never thought I would be working on projects like this early on in my career and I am grateful that I can share these projects with my family and friends.

How has your diverse education shaped the way you approach projects? I have a Bachelor of Arts in Theater (never the actress). I worked backstage as a sound and set designer and worked in a regional theater house to set up national shows. This experience aptly prepared me to manage and lead large groups

of talented people on tight time frames to perform at their highest levels. It was a high paced, high stress environment that resulted in thousands of satisfied theater goers. I bring that same dedication to my teams when designing spaces. We often find ourselves working with conflicting personalities working against tight timelines to provide creative solutions in the design world. I find that working in the magical world of theater prepared me to do the same in a collaborative design environment.

How or why did you become a landscape architect? Honestly, I had moved to Texas in 2001 and was looking for something new. I was driving around one day in a part of town with big mansions and beautiful lawns and said to myself…. I could design that. The next day I was on “dial-up” internet looking for school programs nearby that taught garden design. I had no idea it was a whole profession. I called the school, took the GRE, and signed up for classes. The rest is history because I knew from the first moment, I set foot into my first studio design course that I was meant to be a landscape architect. I absolutely fell head over heels in love with this profession and I am so grateful for having found it.

You have international experience as a planner and landscape architect – what was that like? I worked in the international realm for about 12 years of my career and had the opportunity to work on some outrageous projects. On the planning side, I worked on large scale 100,000 acre new towns to small very urban mixed-use projects in which I lead the teams and the designs for these projects. I was given wide range to think outside of every box you could ever put yourself in and to be honest …. It’s a little unsettling. That experience of traveling across the world, learning about other cultures, and making friends changed the way I viewed the world and backed up a core belief. We are all people, we all strive for connection, and I have the unbelievable responsibility to design places in which those connections can occur. It’s a sense of awe that comes with great gravity and hope that the designs I am blessed to work on accomplish just that.

Why Kimley-Horn? So many reasons – it’s hard to count. For me personally – we stand by our core purpose: “To provide an environment for our people to flourish”. That means I can follow my passion for creating places for people that are fun, engaging and sometimes life changing environments. For any client –we focus on each client as if they are our only client by creating a collaborative and client focused experience that contributes to making their vision a reality.

Firm Profile Selected Works:

Kimley-Horn

1.The Mondrian South Beach, Miami, FL Kimley-Horn team provided civil, traffic, landscape architecture, environmental, and structural engineering services. The Mondrian includes 342 studios, a state-ofthe-art spa and gym, a world-class five-star restaurant, a dynamic nightlife experience, stylish event spaces, and private VIP boat slips for yachting and boating trips. 2. Sparkman Warf, Tampa, FL Kimley-Horn provided civil engineering and landscape architecture services for the redevelopment of Channelside Bay Plaza into a locallyinspired destination on the downtown Tampa waterfront featuring a one-acre recreation lawn; restaurants; and retail, office, and entertainment space. 3. Balmoral Crystal Lagoon, Humble, TX KimleyHorn’s nationwide experience in delivering lagoons with Crystal Lagoons Technology has resulted in 8 successfully delivered projects across the nation with 3 additional lagoons currently in construction. KimleyHorn has worked on over 40 additional lagoons in various stages of design from planning to construction providing a collaborative one-source experience for lagoon planning, design and engineering, civil engineering, structural engineering and landscape architecture. 4. Miami World Trade Center, Miami, FL Spanning more than 35 acres, this is a world-class urban mixed-use development in the heart of downtown Miami. The project consists of more than 13 million square feet of retail, residential, office, and institutional uses connected by state-of-the-art pedestrian friendly streetscapes, promenades, water features, bike lanes, public plazas and new MetroMover stations, all designed by Kimley-Horn. 5. Truist Park, Atlanta, GA

Home to the Atlanta Braves Ballpark, Truist Park and The Battery Atlanta includes One Ballpark Center—Comcast’s ninestory regional office headquarters tower; ThyssenKrupp Elevator Americas Complex, 550 luxury residential units; the 16-level, 260-key Omni Atlanta Hotel; The CocaCola Roxy Theater; and 500,000 square feet of retail space. The ballpark and mixed-use project are on a 57-acre site with several outparcels for additional parking and development.

Project: The Shoals Suites & Slips

Location: Southold, New York

Operator: American Resort Management

Firm Profile:

American Resort Management

PROVIDED BY RICK COLEMAN CEO

Firm Leadership: Rick Coleman, CEO and

Frank Pracukowski, President

Location: Grand Prairie, Texas and Erie, Pennsylvania

Year Founded: 2004

Education:

Mercyhurst University, Bachelor of Science, Hotel & Restaurant Management

What is your partnership philosophy? Just as our goal is to deliver the best services and products, our properties go above and beyond to deliver exceptional guest experiences. Our philosophy is rooted in the belief that success is a partnership.

What is a memorable opening day experience? Epic Waters Indoor Waterpark in Grand Prairie, Texas. The park opened on Friday January 12, 2018, and the community took notice immediately. When you watch everybody walk through that door, there's this moment of awe and if you saw the kids' faces on opening weekend, their jaws drop, and they just start screaming…it's beyond epic. Our Team at ARM worked tirelessly in the development of this park that included a retractable roof, eleven thrilling slides, surf machine, kids' area, 4,000 square-foot arcade, full-service bar, and more ensure all-day fun for every member of the family. During the creation of this park the word ‘epic’ inspired us. Before every decision, we all asked ourselves, ‘will this be epic?' If we couldn't say yes, we brainstormed until we could. What you see in Epic Waters is the culmination of that type of thought and dedication from the City of Grand Prairie and a core group of companies and vendors. This project stands as a testament to what can be accomplished when the public and private sectors work seamlessly together.

This would include:

Target markets: Identifying target audiences, feeder markets, demographics and competitive comparisons

Marketplace analysis: Identifying demand generators, as well as creating a complete review and analysis of all socioeconomic factors that will impact the property

Competition analysis: Creating a comprehensive SWOT analysis of all competitors to include the identification of strengths, weaknesses, threats and opportunities, as well as the identification of current business generators

Price positioning: Researching competitive pricing, as well as the development of price positioning strategies and pricing

Targeted key accounts and sales strategies: Developing a targeted key account list, as well as overall sales strategies that include monthly detailed sales action plans for each member of the sales and marketing team

Sales production goals and sales action plans: Developing specific production goals, as well as sales and marketing action plans, to include monthly detailed action steps for each member of the sales and marketing team

What makes American Resort Managment different? There are companies that can tell you if your project is feasible and may even be able to design and build your project for you—but there is one qualified hotel management company that can operate your project in a manner that delivers the most significant impact to your top and bottom line. That company is ARM. We are a team of industry professionals with over 100 years in the hospitality management services industry. Our team is driven by succuss and we operate each property as if it were our own. We are a hands-on management team with laserfocused attention to detail that ensures that all stages of development, implementation and monitoring are a success. We are dedicated to creating successful properties that contribute to the local community.

What is the benefit of bringing a company like ARM on at the start of a project? ARM has extensive experience in the operation and management of waterpark/hotel projects of every size. From business planning to waterpark design and construction, our consultants are second to none in providing operational excellence and memorable guest experiences that are key to generating the highest return on investment for owners, investors and municipalities. Having ARM from the start allows us to work closely with the development team in the overall design of the waterpark/hotel and related facilities. During this time ARM will work with the Architect and Planners to leverage different amenities to optimize different revenue streams. ARM can then provide a comprehensive sales and marketing action plan tailored to the project.

Advertising plan and budget: Developing a detailed advertising plan and budget to effectively reach all target markets through a variety of channels including e-marketing, which includes website design, search engine optimization and effective digital media campaigns

Marketing and PR strategies: Developing targeted marketing and public relations strategies by department, including the effective use of social media and online reputation management

How important is customer service in the hospitality industry, and what strategies can be implemented to improve it? Our culture and operating philosophy are deeply rooted in guestology, which refers to an understanding that every decision made at any level has an impact on the guest experience. The guest experience begins from the first perception a future guest receives before making the commitment to stay at your hotel or resort, and we are committed to providing unmatched service to elevate the guest experience.

Project: Diamante Resort

Location: Cabo San Lucas

Water Feature: Crystal Lagoons

Firm Profile: Crystal Lagoons USA

PROVIDED BY MAURICIO SALINAS HEAD OF NEW BUSINESS

Location: Miami, Florida

Year Founded: 2009

Education:

Adolfo Ibáñez University, Bachelor of Science, Civil Industrial Engineering

How is a Crystal Lagoon a more ecofriendly option compared to other similar amenities?

Crystal Lagoons is the first and only company able to provide an eco-friendly system that

uses only 1% of the chemicals and 2% of the energy required by traditional swimming pool filtration systems. It uses 30 times less water consumption than a golf course and 50% less water than a park of the same size. It can use any type of water source available: sea, fresh, or brackish water. Our patented technology allows us to bring idyllic beach life anywhere in the world while still allowing it to be ecofriendly and sustainable.

What are a Public Access Lagoons™?

Public Access Lagoons™ is an innovative model patented by Crystal Lagoons that takes tropical turquoise lagoons beyond the privately-accessed residential market to the heart of the city and new places such as public parks, retail centers, golf courses, racetracks, and more, by offering a ticketed entry to the

public. Almost any development opportunity can be transformed into a PAL™ project with exclusive beachfronts and endless year-round entertainment options. The PAL™ concept unlocks the potential for any development to become a new, vibrant center of activity in the city just minutes from households. The business model is simple: An entrance fee to access the lagoon generates revenue with high levels of profitability and rapid return on investment. Additionally, ancillary services such as boat rentals, food and beverage, cultural and music events around the lagoon offer a significant source of additional income. This business model offers inherent flexibility to revitalize and enhance all kinds of available sites. The Public Access Lagoons™ projects are the new meeting point of the 21st century!

What are the benefits of Public Access Lagoons™ (PAL™)? PAL™ gives the ability for any market from the coast of Florida to Central Texas the ability to have beachfront access minutes from their doorstep. This allows communities and municipalities to have a new meeting point destination not only for their own constituents but to attract visitors from all over. This amenity can be used by people of all ages across the community and beyond. Having a Public Access Lagoons™ enhances the whole market around it causing revenue generation from the whole area. This revenue generation is not only for the municipality but also for the surrounding businesses by boosting foot traffic to commercial and retail areas. A lagoon can take the current vacant and underutilized site and turn it into a profitable enterprise that creates jobs and turns any space into the destination.

Can you tell us about the current lagoons that are operational in the United States?

There are currently 10 operational Crystal Lagoons in the United States 3 located in Texas and 7 in Florida. There are also another 8 in the construction, planning, or development phase spread across Texas, Florida, California, and South Carolina. The three operational lagoons in Texas are Balmoral in Humble, Lago Mar in Texas City, and Windsong Ranch in Prosper. These Texas lagoons range from 2 to 11.5 acres in size and up to 11 feet deep. To give a

size comparison Lago Mar is equal in size to almost 9 football fields and holds the equivalent to 37 Olympic swimming pools of water. This phenomenal lagoon is a Public Access Lagoons™ and prior to opening day had sold out of tickets weeks earlier.

How do Crystal Lagoons handle the seasonality of being a water amenity? First off Crystal Lagoons Hot Reef™ proprietary technology makes it possible to keep the bathing area warm like the tropical seas (±82°F / ±28°C) at low cost, providing the perfect water temperature during the summer, while also extending the lagoon’s use during the winter months. It maintains the bathing areas of the lagoons warm thanks to warm currents and without interrupting the flow of water. This allows warm water for visitors through the winter months. Also, the lagoon can be used for other water sports such as windsurfing, rowing, sailing, paddle boarding, kayaking and scuba diving. Outside of the lagoon waters is the program that surround them for example Lago Mar in Humble, Texas has a beach club, a beachfront event lawn for weddings and concerts, a welcome center and clubhouse and an event building. A hotel is planned to be a prominent feature with restaurants and shops that will line a waterfront boardwalk promenade. Eventually condominiums and townhomes are planned for the 70-acre resort complex. Approximately 250,000 square feet of restaurant and retail space will be available.

Recommendations:

Project Luong & Kimley-Horn

by Christina Tran, Project Director-Contender Development

My name is Christina Tran, I am the Project Director overseeing the Crystal Lagoons division at Contender Development. We are a company proudly founded and based in Greenville, SC.

The lagoon amenity, while incredible, does not come with a guidebook on how to develop. To say that the Kimley-Horn and Project Luong team has been my guiding light in a quagmire project feels almost a gross understatement.

When I stepped into my current role, my company had already hit many road blocks with our lagoon project. Our state health regulatory

Contributing Recommendation

body, SCDHEC, had all but shut down conversations with us. At this point, KimleyHorn was introduced to us. They were one of three firms that we interviewed to consult on this stage of our project. They were the easy choice when I realized that after multiple rounds of meetings, they were the example I was comparing the other groups to. After that, Kimley-Horn helped us tour SCDHEC through existing lagoon projects and bring them back to the discussion table. From there, we’ve been off to the races, bringing in Project Luong as well.

In the 8 months since I have been working with these two teams, we have accomplished more than I would’ve thought possible. SCDHEC has presented challenge after challenge, that they have been able to navigate efficiently and creatively. Despite this, the team was able to submit for permit on the exact date we promised to SCDHEC back in August. In the world of development where nothing ever runs on time, even the state reviewers were floored this team managed this. We have also been able to open the dialogue with the municipality for this build and create a path to permitting approval. They have been able to juggle county council, county staff, fire marshal and so many more. On the technical side, this team has been a well-oiled machine. On the creative side, this team has flourished. I have challenged them to design something that would highlight all of the impressive luxury that the Crystal Lagoon name brings to mind while balancing it with honoring the unique Carolinian coastal legacy. All while working with difficult topography and budgetary constraints. Every time they present something for review, I am blown away by how they bring Contender’s vision to reality. Regardless of how many drafts we’ve put together, it is always better than what I imagined.

I cannot express enough how deeply thankful I am for the tireless efforts of Kimley-Horn and Project Luong team. Emily Drake and Alec Luong have been integral in every tiny detail of Contender’s lagoon project. They have counseled us through every hurdle thrown at us by state and municipal authorities. Their vision, values and processes has resulted in a project Contender and the community can be proud of. I feel lucky to lead them, work with them and know them. I wholeheartedly endorse them, as people and as companies. They are the difference-maker.

Please feel free to reach out to me with any questions you may have. I wish your great city the best of luck as you take on this exciting project. If there is anything we at Contender can help you with, do not hesitate to reach out. We all succeed by learning together!

“Early in my career...I had to choose between an honest arrogance and a hypercritical humility... I deliberately choose an honest arrogance, and I've never been sorry”

-

Frank Lloyd Wright, Architect, Womanizer

There is so much to cover in what a project is - especially when the idea is still in its infancy. Projects are like childrenundefined yet loved before you can see them. Precious and carrying infinite importance in the eyes of their creator. The simple act of bestowing a name gives meaning and prejudice to something that does not yet exist.

We've internally already given it a name - The Hill Country Lagoon, and we're excited to begin to give it life. Let us take you through it.

Proj·ect /ˈpräˌjek(t)/

Project Definition

Destination Development

There are a million great ideas out there that die on the doorstep of poor execution.

by Alec Luong, AIA

Creating a destination requires more than just one great idea. It means creating a place with many great ideas all at the same time. Look around at the most popular destinations, and they all do one thing really well.

Kalahari Resorts in Round Rock is a kid's destination, and they do it all year round. But if you don’t have kids, it’s not the place you go to.

Barton Springs is an amazing natural oasis that everyone of any age can enjoy. But when the temperature drops, it's not exactly the best place to be.

The Johnson Space Center in Houston is an amazing experience for those wanting to travel amongst the stars, but it's not a place to stay overnight and 4 hours is a long day there.

People love to talk about convention centers and travel sports, both of which are great in their own right, but also have serious flaws. Convention centers on their own generate barely enough revenue to sustain their own operations. Travel sports is a loss leader in economic development and hotel tax revenue. The acreage required, and the size and quality of fields necessary to attract top sport promoters is significant, and the rates charged necessary to entice travel sports are quite often lower than what is needed to operate at a profit.

So, what makes a destination successful? You must provide something that nobody else has, it must be something you can do all year long, and you need to keep all age groups' attention for more than 8 hours to ensure a stay of multiple days.

The Hill Country Lagoon Group has a vision to activate the core of the property identified by the City of Manor, and spur future adjacent development on available parcels. Imagine a 10+ acre Public Access Lagoon at the center of the development. Opening just the lagoon on its own is a destination for anyone wanting to go to the beach but not wanting to drive 4 hours to get there.

The Lagoon would anchor the entire development, with additional retail, office, multifamily, or pad commercial opportunities facing Voelker Road with additional lagoon view. Around the west side of the site, prime parcels are created with the ability to host boardwalk style commercial, additional food and beverage, or housing.

The site would be accessible from Highway 290 at a major intersection with Voelker Road. Feature entry monuments would flank the major access as a gateway to the new Hill County Lagoon site. A minor entrance would be provided for access to the wastewater treatment facility currently located on the site.

Along the east side of the lagoon would be the Public Access component. Styled like a private beach, the public access component would be a destination unto itself offering locals and tourist alike the ability to relax and enjoy the beach lifestyle. With resort style amenities,

Project Definition

including food and beverage deliveries, private cabanas, towel service, reservations, and much more – beachgoers would get a treat that cannot be found anywhere in the region. The Public Access component located on the opposite side of the beach allows for segregation of traffic flows at the entry to create a more desirable parcel environment. The Public Access lagoon also hosts music, live events, shows, movie night, and a host of other publicly accessible entertainment options.

An 80,000 square foot indoor water park is planned for the site accessible from the public access portion of the Lagoon. The addition of this attraction now has year-round desirability offering an experience that no other aquatic destination can provide in the area. The waterpark includes surf machines, a lazy river, slides, and a water play area all under a retractable roof. During the hot summer months, the waterpark can be enclosed and air conditioned. During the cold winter months the facility is heated providing a warm environment for water sports all year round. And during those precious warmer months, the waterpark can be opened to create that perfect indoor / outdoor space between the water park and the lagoon.

Add to all of this a fitness and community component. This isn’t your local community center, but a state-of-the-art fitness destination for rock climbing, gym enthusiasts, cooking classes, pod-cast recording, art classes with facilities for pottery kilns, sculptural art, painting, and mixed media. What about adding a theater to the mix? And then offering summer camps, winter camps, spring break camps, and local classes.

The entire development would be anchored by a 250-room resort hotel, offering fullservice amenities with room service, feature restaurants, conference rooms, and the ability to host conventions. The hotel extends the visit for guests from a single day trip to a two-, three-, or four-day vacation. Resort guests have access to a private beach area away from the Public Access lagoon with all of the amenities that the hotel provides.

What we are proposing captures the summer aquatics crowd for the lagoon, winter and inclement weather groups within the indoor waterpark, health aficionados with the fitness component, local residents in the community center, and everyone who wants to stay more than one day as a vacation destination.

The critical idea here is that the initial activation core is the main investment by the City of Manor. Master Plans are great, and they do a lot to point development in a general direction.

But it's impossible to know how the winds of change will drive some developments in one way or another. The activation core brings an immediate influx of people to the site, which in turn drives up the value of the adjacent City owned land creating greater flexibility and positioning for the City to drive different types of development.

The proposed activation core does not extend into the 100-year flood plain, which eliminates the need for any additional mitigation or specialty permitting. The City of Manor would be free to develop the remaining flood plain areas over time as development demands change. Two separate access roads are provided to connect the initial core development to whatever future development may occur to the south of the site. Over time, the southern portion of the site within the flood plain may be developed into an outdoor bike and hiking area – connecting to the pathways proposed in the Manor Comprehensive Plan. Additional outdoor, nature centric development may also be developed over time.

This plan focuses on the development of the active core – leaving the City of Manor to respond to changes in economics, citizen wants and needs, and future development interest – without being incumbered by third party development interest. More to come on that when we discuss financing of the project.

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Opposite: The proposed Hill Country Lagoon Resort Hotel offers guests a one of a kind vacation experience.

Let's Talk About Money

“The most difficult thing is the decision to act, the rest is merely tenacity.”

- Amelia Earhart

by Alec Luong, AIA

Let's talk about money – and this concept of what we call a Residual Ownership lease.

Why this is an unsolicited proposal instead of a formal response to the Request for Proposal, is that we bring more than the feasibility study and professional services. We bring the financing and the means to complete the project on a turn-key basis as a sole source vendor.

Traditional municipal development entails either a public-private partnership, an EDC financed development, or a sale / lease of the ground to a third-party for-profit developer. With Veyron Global, the Hill Country Lagoon Group can offer the City of Manor, as the title holder of the land, the ability to finance, own, and operate the core asset to the benefit of the City directly without the traditional competing interests of a third-party developer.

The Texas Constitutional governing language, Article VII asserts that “by general laws, exempt from taxation public property used for public purposes.” Furthermore, Section 11.11(a) of the Tax Code “exempts from taxation ‘property owned by this state or a political subdivision of this state….if the property is used for public purposes.’” The transactional structure is critical to ensuring the City of Manor successfully achieves the real estate tax-exempt status in Texas for this development.

The challenge with any traditional lease finance structure for a municipal entity is that the forprofit owner/lessor would be subject to the real estate taxes, which in turn are then passed along through the lease to the City of Manor. The lack of transparency in this taxation process leads to the potential for a significant balance sheet impact including the possible treatment of the agreement as a financed lease.

Through the residual ownership lease structure, tax-exempt entities establish a successful transaction criteria, methodology, and structure that ensures the maintenance of the real estate tax exemption for the underlying asset. This structure has passed legal scrutiny and been judged as compliant within the State of Texas. The highly efficient capital structure available to the City of Manor provides for real estate tax

protection and achieves the desired outcome with lowest cost of capital.

To achieve this structure, the public entity must maintain the physical possession of the property, and the property and improvements must be for public use. The City of Manor must maintain the “Legal Title”, or “Equitable Title” to the property at all times while controlling its destiny with the ability to ultimately compel legal title with the “sole power to fulfill.” The use of a third-party Trustee ensures compliance with all of these requirements.

The turnkey solution provided is a highly efficient solution that brings together all of the critical components of a project development into a single process as a sole source vendor.

The Residual Ownership Lease arrangement eliminates the need for additional Requests for Proposals, shortens the timeline for delivery of the asset, transfer the risks associated with the project from the City of Manor to the third-party entity (Special Purpose Entity). The City of Manor always maintains control of the process and the outcome, and the project is delivered to meet the specific needs of the community through the final lease structure.

Under a Residual Ownership Lease structure, the City of Manor would ground lease the property to Veyron for 99 years and then leaseback the improvements when constructed for 15 to 25 years with optional renewals. The lease would typically have a residual value set between 65% and 75% which would be guaranteed by the City. The City of Manor would create the City of Manor – Hill Country Lagoon SPE to manage the operations of the asset during the term of the ground lease. The City never gives up title to the property, and at the end of the ground lease all assets revert to the City. Under this structure, the City would enjoy the long-term ownership and total control of the project and the property. The tax-exempt status of the entire development, regardless of its operating profitability, remains intact. The residual value at the end of the primary lease period being lower than the fair market value of the property, provides optionality for the City. Should the City choose to renew the lease, the lease payments at the first renewal would go down considerably, approximately 50%.

The more traditional developer led model creates a counterparty relationship between the developer and the City as a function of the required return on the developer’s equity and debt capital, as well as the shorter-term time horizon required by the developer’s private financing. Developer equity can have a hurdle rate of 20 percent or higher and a debt rate of 9% or higher. On top of that, the traditional

Previous: "Residual Ownership Lease" graphics produced through AI and creative editing. Provided to add artistic license to an otherwise very dry and analytical subject.

Opposite: "Public Finance", AI and creative editing.

Next: "Ownership Buyback", AI and creative editing

Financing, Ownership, and Operation

developer model only creates meaningful windfall profits upon the sale of the asset, which most developers seek to do within five years of completion and occupancy. These realities lead to increased lease payments by the municipality (lessee) and a misalignment of the interests with the City seeking long term occupancy, control of the asset, and input on the rent schedule and rent amount.

Under the Veyron model, the interests of the City and the financing entity are totally aligned. Veyron can provide 100% of the capital required, with a lease rate mirroring the City’s credit rated bond rate plus a small spread. Unlike traditional developers, Veyron’s profitability is based on the modest spread over the bond rate earned over many years and not on fees, high hurdle rates on equity capital, or short-term sale proceeds. The differential of lease rates between traditional developer models and the Veyron model can be substantial. In the current economic environment, the lease versus own analysis for assets favors the lease option by anywhere from150 to over 200 basis points. The long-term benefits are shared by both Veyron and the City as the long-term stabilization of the asset and continued profitability is a shared goal of both entities.

Veyron’s capital structure also allows for creative lease terms that minimize the exposure to the City during construction and operational stability within the first few years of the project. Unlike a traditional non-amortized bond, where the interest payments are made immediately upon the bond issuance, Veyron can ramp up the lease payment in line with the anticipated ramp up of operations and avoid any lease payment during the construction period of the project. Over the term of lease, the lease payments are set as a function of the City selected residual value at the end of the lease.

Operational control by the City of Manor of the core asset is a key benefit of the Residual Ownership Lease, as it allows the City to maintain control over the entities necessary to design, build, and operate the lagoon. The City of Manor would contract with American Resort Management (ARM) to provide all the operations capacity for the core asset during the lifetime of the lease. ARM would be responsible for the hotel, waterpark, fitness, and lagoon operations as well as coordinating with the City of Manor for any special events hosted and sponsored by the City that take place at the core asset. By having American Resort Management take on the operations of the core asset, and having the operations provided by one company, the City reduces its risk of competing interests within the core asset between different operating partners.

For the purpose of the financial analysis, the Hill Country Lagoon Group has initially estimated

Balance Sheet

Expenses

a total development cost of approximately $160MM for the construction and development of the Core Asset. With a $125.1MM residual value guarantee, Veyron would fund the development on behalf of the City of Manor under a Residual Ownership Lease. During the approximately 18-month construction period, the city of Manor would have no out of pocket costs, no exposure to real estate taxes, no transaction fees, no depreciation expenses, while maintaining total operational control.

The initial lease payment would begin upon operation of the Core Asset, and would start as an approximately $9.7M payment annually with a 2.00% annual escalation. At the end of the term, and upon renewal of the lease, the rent payment would drop to $7.3M annually based on an RVG of $127.1M. This represents a 22.20% balance sheet benefit versus the equivalent debt financing.

The operational model assumes revenues generated from all parts of the Core Asset. This includes resort hotel revenue, food and beverage from the hotel, feature restaurant and experiences, food and beverage from the waterpark, arcade and core asset retail, and gate

receipts from the waterpark and lagoon. The model was put together assuming a 5-year ramp up in operations, with a conservative resort ADR and occupancy to start from. Expenses from operation, management, licensing, cost of goods, and other typical categories were included in the model.

With a conservative approach based on significant experience in this market, total annual revenue is expected to stabilize at $70.9MM annually, with a stabilized Net Operating Income of approximately $24.7MM. After rent payments on the ROL, the total cash flow to the City of Manor is estimated to be approximately $14.2MM. The true benefit here is that as the owner of the core asset, the City of Manor would realize net cash flow from the asset, without the need to take a second position or split with a partner developer.

Project: Confidential Project

Location: Mid-Atlantic States

Architect: Project Luong

Landscape Architect: Kimley-Horn

Civil Engineer: Kimley-Horn

Let's Take a Journey

“Plans are worthless. Planning is essential.”

- Dwight D. Eisenhower

by Alec Luong, AIA

How do we bring this to reality now? There are a million little decisions to make before something of this size and scale becomes a reality, but the first big decision is to decide whether it's worthwhile to get in a room and have a discussion. After that, everything else falls into place!

The following project approach makes several assumptions as it begins to lay out what the major milestones and steps would be between the Hill Country Lagoon Group and the City of Manor. This approach is very similar, but not identical, to how this Group has brought to life all the other successful Public Access Lagoon projects across the country.

VALIDATION OF ASSUMPTIONS

The market demand study provided by Crystal Lagoons is a great first start in determining the ultimate viability of a destination development. With information provided by ESRI, and utilizing the regional studies provided by the International Association of Amusement Parks and Attractions (IAAPA) we can reasonably infer that the Public Access Lagoon component will draw 500,000 annual visitors. The upside of this is that in each of the other Crystal Lagoons developed with Project Luong and KimleyHorn, the ultimate visitor gate exceeded the initial estimates in their stabilization year.

Epic Waters in Grand Prairie drives approximately 200,000 visitors a year in a location that is not paired with a Crystal Lagoon. The Epic Central Fitness drives 150,000 visitors a year in a location adjacent to Epic Waters. Whereas these numbers are not expected to stack, they are additive together. The Hill Country Lagoon Group would recommend that the City of Manor engage Hotel Leisure Advisors to complete the necessary demand study and economic impact study. The Hill Country Lagoon Group has used HLA on all of our other projects because of the honesty and transparency that HLA provides in the final reports. The best reports are not the ones that validate all of the assumptions. The best reports are the ones that challenge the assumptions, forces hard thought, and ultimately provide the realistic guidance that inform a go/no go on a project.

CONCEPTUAL DESIGN

The Hill Country Lagoon Group would be engaged by the City of Manor to prepare an initial concept design for special validation and planning purposes based on the recommendations provided by Hotel Leisure Advisors. The conceptual design phase sets out the major program elements of the project, the major activations necessary around the Lagoon perimeter, and the necessary infrastructure to bring the project to life. This phase is largely design driven by Project Luong and KimleyHorn, with minimal engineering.

Concurrently with the conceptual design, a traffic impact analysis, phase 1 environmental report, civil site investigation report, and flood plain analysis can be completed on the overall site. If there are any adjacent properties currently being submitted through the City of Manor Planning & Zoning process, the Conceptual Design phase is the right time to begin exploring various integration opportunities.

The final deliverable of the Conceptual Design phase is a working site plan, initial derisking of the project through the various investigative

Opposite: Color space plans are created to ensure that everyone on the design team and owner ship team are on the same page for design approvals to move forward.

Below: Managing community engagement starts with small focus groups to better understand the complexities of a project.

reporting, and initial pro-forma, lending, and financial modeling completed based on the initial cost estimating and visitor demand.

LETTER OF INTENT

Veyron Global and the City of Manor would execute a Letter of Intent outlining the terms of the Residual Ownership Lease structure. At this point, the City of Manor may elect to lock in a rate, hedging against future interest rate changes for up to 90 days.

As part of the terms and conditions of the Letter of Intent, all monies spent by the City of Manor during the Validation of Assumption and Conceptual Design may be included as a lump sum refund back to the City of Manor upon funding of the project at lease execution. This would, in effect, refund the City’s general operating funds or capital expenditure funds for all of the money spend thus far. Additionally, the Letter of Intent may include terms that refund all of the initial design costs expended by the City of Manor prior to the execution of the Lease Agreement and Funding.

Including this clause will effectively allow the City of Manor to not spend any direct taxpayer dollars on the development of the project as all future lease payments made back to Veyron would be proceeds from the net operating income of the development.

COMMUNITY ENGAGEMENT

We understand that community engagement is a central tenet to the mission of The City of

Manor. Significant public opinion collection and polling went into the extensive Destination 2050 document. The City may elect to continue that interaction by engaging the community in the review of the Conceptual Design phase of the project. Alternatively, the City may elect to continue with the design process and revisit additional Community Engagement at a later date.

Project Luong and Kimley-Horn have extensive experience in meeting with residents where they are. Having just completed an intensive three-day design review in the Carolinas, both project teams met with local elected officials at the city and county level, neighborhood leaders, and local residents to inform and educate them on the development of their Crystal Lagoon project. Renderings, plans, timelines, and highlevel facts and figures were shared to address questions and satisfy the community that the project should continue to move forward.

SCHEMATIC DESIGN AND PRICING - A DESTINATION DEVELOPMENT

The project team will focus on the development of the site to coordinate central infrastructure and drainage first. As that site plan is progressing, each building will be pushed forward by individual project architect teams. Crystal Lagoons will begin the Design Criteria Package and Zero-Geometry process to lock down the Lagoon shape, size, and bathymetry. Then, in coordination with the selection of a Construction Manager-at-Risk, The Dennis Company will begin the initial budgeting

process. One of the major advantages of the Hill Country Development Group is the exclusion, to the benefit of the City, of a pre-selected contractor for the project. Crystal Lagoon’s are large, complicated structures that function more like water treatment facilities than large pools. A handful of select contractors within the State of Texas are qualified to build such a structure and the Group has extensive relationships with each of them.

The contractor selected for the construction of the Crystal Lagoon is not necessarily the right contractor for the development of the Resort buildings and grounds. The Dennis Company will invite selected contractors to provide cost estimation for that scope of work to ensure the highest value and most competition in the bidding process. The end of schematic design will allow the Hill Country Lagoon Group to provide a final price for the cost of the overall development that informs the final financial model produced by Veyron to inform the final lease payment amount.

LEASE AGREEMENTS AND FUNDING

With approval of the schematic design deliverables and the finalization of a cost

estimate, Veyron and the City of Manor agree to enter into Master Lease agreement and subsequent sub-lease agreement under the Residual Ownership Lease structure. The City of Manor will retain ownership of the land and building while entering a long-term ground lease. The City of Manor receives a one-time upfront payment for the Master Lease for the purposes of engaging the full design team and anticipated contractor(s). The City of Manor will maintain tax-exempt status and not incur transfer taxes for the duration of the development.

COMPLETION OF CONSTRUCTION DOCUMENTS, PERMITTING, AND BIDDING

At the execution of the Lease Agreement and Funding of the City of Manor by Veyron, the City of Manor may engage the balance of the design team to proceed forward with the final construction documents for the project. A mass mobilization of consultants will be necessary under Project Luong to bring this to life –including life safety, food service, mechanical, electrical, plumbing, structural, envelope and waterproofing, accessibility, interior design, low voltage, landscape, civil, and many others.

Project Luong will meet with the City’s building officials, planning officials, and permitting staff to agree on a set schedule of deliverables for construction documents to be submitted for review. A project of this size and scope cannot be completed in a single permit submission and as such we have broken down the project into individual volumes for review by the Authorities Having Jurisdiction.

We have successfully completed this process recently with the City of Dayton, Texas, where we met frequently with the City officials and streamlined a path forward for the largest infrastructure development in the City of Dayton’s history.

Final bidding will be handled by Project Luong and The Dennis Company. Multiple bidders will be invited, and bids normalized to ensure that the City of Manor is getting the best price.

CONSTRUCTION PHASE SERVICES

The Hill Country Lagoon Group prides itself on the extensive construction phase services we provide to our clients. Projects of this size and scale cannot be done well, or at all, from far away. Both Project Luong and Kimley-Horn

provide a regular boots-on-the-ground approach to construction oversight, with dedicated teams to observe key milestones and attend regular Owner-Architect-Contractor meetings. The Dennis Company will provide contractor management and Owner representative services ensuring that there is a steady and meaningful flow of information moving back and forth between all parties involved.

TURNOVER, SPIN UP, AND WARRANTY

Delivering a destination development is not the same as taking ownership of a sedan. You don’t just hand over the keys and walk away. As construction nears completion, the team from American Resort Management starts to work through their spin-up process ensuring that all systems are functioning as designed and ready to greet guests on day one.

Furniture is being delivered and installed. Soft opening days are coordinated and tested for crowd readiness, staff are trained again and again, and best practices are being put in place for opening day and beyond.

Throughout the first year of operations, and

potentially on an ongoing basis, Project Luong and Kimley-Horn provide long term warranty review of the project. This includes a six month and one year warranty walk with the City and operations team to review all systems and building functions. The Dennis Company will work with the responsible contractors to ensure that any warranty work identified is completed and turned back over in a timely manner.

LEASE PAYMENTS, RENEWAL, AND EXPIRATION OF MASTER LEASE

The City of Manor pays Veyron a monthly operating lease payment for the length of the term upon completion of the construction. The City of Manor shall determine the annual lease escalations to be paid over the term and any Third-Party sub-lease and net operating income shall be retained by the City of Manor.

After the initial lease term, the City of Manor will have the option to renew the lease (with a selected residual value guaranty at the end of the renewal period), pay off the residual value, or direct Veyron to sell the asset to a third party. We would expect the City to renew, given the

cost-effective nature of the renewal option and long-term nature of the asset. Given that the residual value at the end of the primary term is less than the original value of the lease, the rent payments upon renewal will go down. Renewal rents are calculated using the same formula as the initial lease rents multiplied by the residual value guaranty. The City of Manor retains Right of First Offer and Right of First Refusal to acquire the asset outright should they desire.

Opposite: Texas State Lagoon Code compliance documentation provided for Authority Having Jurisdiction Review

Above: Photometric study for all lagoon lighting provided to ensure compliance with Dark Sky Requirements

Below: Project Luong employs dedicated construction observation teams that are Master Electricians and Master Builders.

Project: Cotino, a Storyliving by Disney Community

Owner: The Walt Disney Company

Civil Engineer: Kimley-Horn

Lagoon Mechanical Architect: Project Luong

Water Feature: Crystal Lagoons

Resumes, Professional in Nature

by Alec Luong, AIA

Bringing any project to life requires a team of dedicated experts in their individual fields. The Hill Country Lagoon Group has pulled together the best team to make the City of Manor a destination. The resumes provided represent the core development team to grow the idea from conception to reality. As the project moves along, this list of professionals and specialists will eventually grow into a team of hundreds. We're excited to introduce ourselves, our passion, and our professional credentials.

c +1 713 582 0996

alec.luong@projectluong.com

ALEC A. LUONG AIA, NCARB, RID, CM

PRINCIPAL

Qualifications

EDUCATION

Master of Architecture, Virginia Tech

Bachelor of Architecture, Virginia Tech

AFFILIATIONS

American Institute of Architects

Texas Board of Architectural Examiners (NCARB #124984)

RELEVANT EXPERIENCE

CERTIFICATIONS

Registered Architect - Texas #24095, Colorado #ARC.00407489, Florida #AR102888, Iowa #8305, Louisiana #10074, Massachusetts #954131-AR-R, Nebraska #A-5380, New York #044461, South Carolina #AR.11536, Virginia #0401019744, Registered Interior Designer - Texas #12198

THE TRAILS COMMUNITY CENTER - CASTLE HILL PARTNERS Harris County, Texas

TRILLIUM COMMUNITY CENTER - TAYLOR MORRISON Richmond, Texas

BALMORAL COMMUNITY CENTER - LAND TEJAS Humble, Texas*

LAGO MAR COMMUNITY BUILDINGS - LAND TEJAS Texas City, Texas*

BLUE LAGOON BAR & GRILL - BEACH 4 LAGOON Texas City, Texas*

CITY OF BELLAIRE POLICE STATION & MUNICIPAL COURTS BUILDING - CITY OF BELLAIRE

Bellaire, Texas*

CITY OF BELLAIRE CITY HALL & CIVIC CENTER - CITY OF BELLAIRE Bellaire, Texas*

WILLIAMSON COUNTY ESD #4 FIRE STATION #2 - WILLIAMSON COUNTY Liberty Hill, Texas*

CITY OF BELLAIRE PARKS AND REC ENTRY RENOVATION - CITY OF BELLAIRE Bellaire, Texas

CITY OF LEANDER PUBLIC WORKS - CITY OF LEANDER Leander, Texas*

c +1 571 212 4165

emily.luong@projectluong.com

EMILY CHISHOLM LUONG PLA

PRINCIPAL

Qualifications

EDUCATION

Master of Landscape Architecture, Virginia Tech Bachelor of Political Science, Johns Hopkins University

AFFILIATIONS

Association for Learning Enviroments

RELEVANT EXPERIENCE

CERTIFICATIONS

Registered Landscape Architect - Texas #2996

Outdoor Learning Environments Certification

TxDot Precertification

Wayne Gray Sports Complex - City of Baytown - Baytown, TX *

Sam Forse Collins Park - The Sabine River Authority Burkeville, TX *

The Houston Zoo Reflection Pool Renovations - The Houston Zoo - Houston TX *

The Japanese Gardens Pathway Renovations - Herman Park Conservancy - Houston TX *

Harris County American’s with Disability Act and Playground Accessibility Study *

Harris County Precinct 2 Parks and Trails Master Plan *

Harris County Multi-Modal Thoroughfare and Equity Plan *

Wharton Downtown Master Plan *

FB MUD 124 Recreation and Fishing Park - Katy TX *

FB MUD 185 Street-scape Improvements - Katy TX *

HC MUD 391 Trail Improvements - Cypress TX *

McCrary Meadows Recreation Center, Splash-pad Park, Entry Monument, Landscape, Trails and Fencing - Ventana Development - Richmond TX *

Trails of Katy Recreation Center, Entry Monument Landscape, Trails and Fencing - Ventana Development - Katy TX *

c +1 281 818 8652

yesika.soto@projectluong.com

YESIKA SOTO AIA, RID

ASSOCIATE PRINCIPAL

Qualifications

EDUCATION

Master of Architecture, University of Houston

Bachelor of Architecture, Texas A&M University

AFFILIATIONS

American Institute of Architects

Texas Board of Architectural Examiners

Texas Board of Architectural Examiners

RELEVANT EXPERIENCE

CERTIFICATIONS

Registered Architect - Texas #27251

California #C-39791

Resgistered Interior Designer - Texas #12466

ANGEL LAGOON MACHINE ROOM - ANGEL LAGOON Dayton, Texas

COTINO LAGOON MACHINE ROOMS - DMB DEVELOPMENT Rancho Mirage

FRY ROAD LAGOON MACHINE ROOM - CYPRESS VENTURES Harris County, Texas

SUNTERRA COMMUNITY BUILDINGS - LAND TEJAS Katy, Texas

SUNTERRA NORTH COMMUNITY BUILDINGS - LAND TEJAS Katy, Texas

CITY OF LA MARQUE PUBLIC SAFETY BUILDING - CITY OF LA MARQUE La Marque, Texas

CITY OF GRANDBURY POLICE DEPARTMENT - CITY OF GRANDBURY Grandbury, Texas*

MONTGOMERY COUNTY SHERIFF’S SUBSTATION - MONTGOMERY COUNTY Montgomery County, Texas*

Todd D. Graham

SENIOR MANAGING DIRECTOR

Mr. Graham currently serves as Senior Managing Director at Vyron Global, a New York based private investment firm focused on the finance and acquisition of real assets including commercial real estate and infrastructure. Mr. Graham has nearly 30 years of experience as an investment banker and private equity and debt investor with a focus on infrastructure and commercial real estate. He previously served as Managing Director at NatAlliance Securities, leading the firm’s alternative asset investment banking practice. Prior to that Mr. Graham served as Managing Director of Cantor Fitzgerald and co-led its infrastructure finance practice within the firm’s Debt Capital Markets Group.

Mr. Graham specializes in financing real estate and infrastructure assets and enterprises with an expertise in debt capital markets, structured finance, securitization, asset backed finance, and Public-Private Partnerships. During his career Mr. Graham has worked at Stifel Nicolaus, Morgan Keegan, and Merrill Lynch.

EDUCATION

Bachelor of Science, Architecture, Georgia Institute of Technology

AFFILIATIONS

American Institute of Architects

LEED Accredited Professional

NCARB Member

Urban Land Institute

International Council of Shopping Centers

CERTIFICATIONS

Registered Architect - Texas #10294

c +1 832 477 7528

mpamatmat@johnsondesigngroup-llc.com

EDUCATION

Bachelor of Science, Architecture, Central Colleges of the Philippines

CERTIFICATIONS

Associate American Institute of Architects

H. WARREN JOHNSON, AIA

PRINCIPAL

Warren has over 34 years of extensive architectural and interior design expertise. His responsibilities include senior design direction and management of medium and large-scale, high-rise, corporate, residential, mixed-use, and hospitality projects. Warren is actively involved in the design process from conceptual planning and schematic design through design development. He is also active in the handson, day-to-day management of project designers and interns within the project team. His background includes design/planning and construction of large-scale, urban, and mixed-use town center developments.

EXPERIENCE

PROMENADE TOWN CENTER - RUBICON DEVELOPMENT Sugar Land, Texas

BOULEVARD PLACE - WULFE AND COMPANY Houston, Texas

LACENTERRA AT CINCO RANCH - VISTA COMPANIES Katy, Texas

AURUM CONDOMINIUMS - ELDECO DEVELOPMENT CO. LTD Noida, India

LE MERIDIEN SHESHAN - SHIMAO CORPORATION Multiple Shanghai, China

JEDDAH HILTON HOTEL - HRH PRINCE BIN TURKI Jeddah, Saudi Arabia

RITZ CARLTON HOTEL-GALLERIA - FREMONT PROPERTIES Houston, Texas

PANIPAT MALL AND HOTEL - UPPAL DEVELOPMENT CO. LTD Panipat, Hariani, India

METHODIST HOSPITAL SUGAR LAND - METHODIST HOSPITAL Sugar Land, Texas

RAHEJA MILLENIA HOTEL AND MIXED-USE CENTER - RMZ

PRIVATE LTD Bangladore, India

THE MOD MULTIFAMILY Houston, Texas

KAPLAN DISTRICT AT SUGAR CREEK Sugar Land, Texas

HCG JULIETTE FLATS MIXED-USE DEVELOPMENT Cedar Park, Texas

EMBRY RIVER PARK MULTIFAMILY Fort Worth, Texas

MICHAEL C. PAMATMAT

PRINCIPAL

Michael Pamatmat’s experience includes managing all phases of a project from design to construction. He coordinates with clients, consultants, and contractors over the duration of project execution to deliver the project with the expected results. Michael has experience generating 3D renderings and presentation materials for clients and marketing. He participates in off-site design charrettes with team members, clients, and relevant individuals to collaborate design ideas and direction. He also performs site visits to perform field measurements and data gathering to produce as-built drawings.

EXPERIENCE

HOUSTON CENTER REDEVELOPMENT Houston, Texas

ALLEN CENTER REDEVELOPMENT Houston, Texas

MARK IV OFFICE AND GARAGE BUILDING Round Rock, Texas

BRIDGEPOINT OFFICE COMPLEX AND HOTEL Austin, Texas

RUBICON PROMENADE 112 ACRE MIXED-USE DEVELOPMENT Telfair, Texas

DEL WEBB BEXLEY AMENITY CENTER Land O Lakes, Florida

DEL WEBB SUNBRIDGE AMENITY CENTER St. Cloud, Florida

XIAN GRAND HOTEL Xian, China

CENTURY PLAZA HOTEL Shenzhen, China

FIRST FILIPINO AMERICAN UNITED METHODIST CHURCH Houston Texas

SELECT MEDICAL CENTER RENOVATION Houston, Texas

MD ANDERSON CANCER CENTER Houston, Texas

THE METHODIST HOSPITAL OUT PATIENT CENTER Houston, Texas

JERSEY SHORE ADDITIONS AND RENOVATIONS Neptune City, New Jersey

CABRINI HOSPITAL WOMEN & CHILDREN’S SERVICES & EMERGENCY DEPARTMENT Alexandria, Louisiana

c +1 713 454 4367

IVÁN MANZUR

SENIOR VP OF SALES

Iván leads the expansion of Crystal Lagoons in the United States as a Senior VP of Sales, managing the teams promoting real estate developments and Public Access Lagoons™.

In his first stage at the firm, he directed the markets of Brazil, Peru, Colombia, and Mexico, developing strategies and action plans for each one. Subsequently, he assumed as Regional Partners Director, a position in which he has led important partnership agreements in different markets such as Latin America, South Korea, and South Africa.

Iván is a Civil Industrial Engineer from the Adolfo Ibáñez University, located in Santiago, Chile; and a Master in Business Engineering from the same institution. His career has been focused on sales areas in various technology and innovation companies.

MAURICIO SALINAS

HEAD OF NEW BUSINESS DEVELOPMENT

With eight years of experience in the aquatic industry and in Crystal Lagoons, Mauricio has helped on building new business units and applications for Crystal Lagoons technology and working on different feasibility studies, business plans, and project evaluations. Currently, Mauricio leads the strategy to open new segments for Crystal Lagoons technology worldwide, in markets/industries where the concept has yet to be implemented.

Mauricio is a Civil Industrial Engineer from the Adolfo Ibáñez University, located in Santiago, Chile; His career has been centered on business development and sales.

Patrick Dennis

Patrick is an executive leader with 26 years of construction and development experience putting in place over $2 billion worth of assets in multiple markets across the country. His career focus has been leading the program, design and construction processes for prominent nationwide real estate development and construction companies where he has forged a solid reputation and record of accomplishment for building and leading top performing teams.

As an execution focused leader, he thrives on creating environments where teams can maximize their contributions while delivering high quality projects. Patrick is process oriented, continually implements best practices and lessons learned to produce successful projects. He has a passion for the utilization of data in the planning and decision-making process and has developed industry leading analysis tools to predictively and proactively measure and maintain project budgets, schedules and overall execution.

From early days as a student of architecture at Texas A&M University, Patrick has continuously evolved his approach toward and utilization of design thinking to produce solutions that are forward focused, unique, and not always the most obvious path toward success. In his current role as Business Strategist, Patrick focuses on galvanizing multi-disciplinary teams around concepts, new project/ product innovation and the fusion of dissimilar parts and pieces into a cohesive whole thereby creating opportunities and opening new avenues of revenue.

PROFESSIONAL CREDENTIALS

Master of Landscape Architecture, University of Texas at Arlington

Bachelor of Arts, Theater, University of Arkansas

Registered Landscape Architect in Texas and South Carolina, CLARB, (#20293)

EMILY DRAKE, PLA, ASLA LANDSCAPE ARCHITECT

Emily is a landscape architect and master planner with over 20 years of experience in local and international markets. She astutely combines her backgrounds in theater and landscape architecture to create unique and desirable destinations that become the hearts of communities. Her broad experience includes visioning, creating design guidelines, and master planning for a variety of destinations, including largescale master planned communities, mixed-use development sites, aquatic villages, entertainment-based parks, and small urban spaces for both private and public clients. Through her varied project experience, she has developed invaluable technical knowledge of fields adjacent to landscape architecture, allowing her to collaborate, communicate, and direct large teams of people toward successful results. She brings a thorough understanding of the process behind developing insightful, humanistic, and timeless projects that support the client’s vision from concept to reality.

RELEVANT EXPERIENCE

East Gateway Planning, Celina, TX

Pecan Street Planning, Celina, TX

Mantua Vision and Master Plan, Van Alstyne, TX

Mantua Phase 1,2, and 3 Landscape Architecture, Van Alstyne, TX Fields HQ, Frisco, TX

Dennison EDC Land Plan, Dennison TX

Trinity Falls Commercial Design Guidelines, McKinney, TX

Bell HQ Courtyards and Landscape Improvements, Fort Worth TX

HPE Campus Remodel Houston TX

Cornerstone Village Planning, McKinney TX

Liberty Hills Vision and Master planning, Van Alstyne, TX

Preston Harbor vision and master planning, Dennison, TX

Angel Lagoon planning and Landscape architecture, Dayton , TX

Sterling Lakes Lagoon planning and landscape architecture, Iowa Colony, TX

The Lagoon at Oak Hills, planning and landscape architecture, Columbia, SC

Hyatt Hill Country Lagoon planning, San Antonio, TX

Red Bird Mall redevelopment guidelines, Dallas, TX

Heath Towne Center Park planning and landscape architecture design, Heath, TX

Fields HQ master planning, Frisco, TX

10+ confidential planning projects with the integration of man-made lagoons using

PROFESSIONAL CREDENTIALS

Professional Engineer in Texas No. 133445, Louisiana No. 44922, and Mississippi No. 31376

JOHN CORDASCO, P.E

CIVIL PROJECT MANAGER

John has eight years of civil engineering experience working primarily in the development services division of Kimley-Horn. He has extensive experience in taking projects from initial site feasibility and due diligence through preliminary and final design to construction and final punch lists. John’s varied project experience has led him to develop strong technical knowledge and a wide field of vision related to development, infrastructure projects, and construction oversight. John’s technical knowledge, responsiveness, and organizational skills are key components that lead to successful grading, drainage, and permitting of projects.

RELEVANT EXPERIENCE

West lake houston parkway, houston, tx

Garth road, baytown turn lanes, baytown, tx

Bingle road, warehouse Development (17 acres), houston, tx

Raising canes (0.9 to 1.3 acres), houston, tx; louisiana; mississippi

San jacinto boulevard, baytown, tx

Wynn casino, crystal lagoons (25 acres), las vegas, nv

Windsong ranch, crystal lagoons (9 acres), prosper, tx

Lago mar, crystal lagoons (28 acres), texas city, tx

Balmoral, crystal lagoons (8 acres), humble, texas

Sierra vista west, crystal lagoons (22 acres), iowa colony, tx

Mcallen public attraction, mixed use center (57 acres), mcallen, tx

Garth road, txdot turn lanes, baytown, tx

Richard Coleman, CHA

CEO / Principal / Co-Founder

Erie, PA Dallas, Tx

Mr. Coleman has been an innovator and leader in the hospitality and amusement industries for over 25 years. To date, he has been instrumental in over $2.5 billion in development. He has extensive experience ranging from development, financing, branding, launch and operations . Franchised or independent, he has overseen many destination resorts, single and multi-unit properties.

Mr. Coleman founded American Resort Management on the vision of “Achieving Results Through A Dedication To The Guest Experience”. It is this guiding principle that drives him each and every day. He works tirelessly at assembling the most impactful teams of industry experts ensuring that the American Resort Management’s DNA is recognizable not only at client properties but in the entire hospitality industry.

Through the growth of American Resort Management, Mr. Coleman continues to demonstrate the importance of still being deeply involved in each project and personally maintaining a strong connection to every owner who entrusts ARM to succeed. He will tell you it’s about, “Having your finger on the pulse and boots on the ground”.

Mr. Coleman has been an innovator every step of his career. Programs, initiatives, policies and procedures launched from the mind of Mr. Coleman can be felt throughout the hospitality industry each and every day. With an eye on the future, Mr. Coleman is always looking to use today’s technology and other tangible assets to maximize the intangibles.

When questioned about the success of American Resort Management, Mr. Coleman will simply tell you, “ Ask any client, any guest, any associate how they feel. There is your answer.”

Frank Pracukowski

President Mystic, CT

Frank has been in the Native American casino gaming industry for over 25 years. He opened Foxwoods Resort Casino in 1992 and was a key member of the executive team through the casino’s numerous expansions. He has 17 years of experience in information technology and casino operations, being responsible for their proprietary casino management system (CMS), and led the effort to integrate all the computer systems into the CMS. He also worked closely to procure software for the Gaming Commission, Marketing, Cage, Bussing, Credit, Junkets and Bingo.

Frank spent the last 8 years at Foxwoods in Business Development, where he consulted and managed agreements with Native American Tribes. He ran Foxwoods Interactive the Division of the Mashantucket Pequot Tribal Nation to explore, develop and implement a real money iGaming and Social Gaming solution. He was one of the first to launch a social gaming app, which proved to the casino industry that a B2B social gaming platform solution could be successful.

Frank also managed all of the on-and-off reservation developments for Foxwoods Development Company, as well as identified potential casino, resort and water park projects for investment and management opportunities. One of his many accomplishments was bringing in Tanger Outlet Stores at Foxwoods. He is a graduate of Gibbs College with a degree in Casino Operations.

The appendix - something that doesn't kill you if its removed, but that will exact its vengeance if its not taken care ofwhile included.

We've included all of the backup to substantiate the position we've taken in this proposal. Feel free to trust us first, but please make sure to review the documents provided beyond.

Ap·pen·dix /əˈpendiks/

What happens next?

Scott (Jones),

We appreciate the opportunity to present this unsolicited proposal for your review and critique. The Hill Country Lagoon Group is passionate about bringing a destination development to the City of Manor.

A significant amount of work went into preparing this proposal; including review of the City's previous planning work, review of the current projects submitted to the Planning & Zoning commission, familiarizing ourselves with the current bonds the City has passed and the planning work that went into their development, the City's current operating and capital budgets, and the City's past council meetings and agendas.

We have provided extra copies of this proposal to share with City Manager Scott Moore, Mayor Christopher Harvey, and others as you see fit. We hope the information provided within clearly states our goals and objectives to be the partner with the City of Manor that fulfills the Destination 2050 objectives.

Please feel free to reach out to me if you have any questions. We would appreciate the opportunity to discuss this proposal further with you and your staff as a next step, and welcome the chance to further dive into this proposal and its nuances.

Regards,

ALEC A. LUONG, AIA, NCARB, RID Principal - Managing Partner

c +1 713 582 0996

alec.luong@projectluong.com