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EXHIBIT C Proposed Deal Points for Public/ Private Partnership: 3rd and Broadway Project Deal Points Summary Overview: The Project is proposed on a City -owned site that currently has a 440 space Parking Structure that needs to be replaced. The City needs to replace at least 200 to 300 spaces for Public Parking. The City also wants to create a new Public Street to reconnect Sycamore St. These requirements have a negative economic impact on any proposed development on this site and will require a public subsidy. Based upon this scope of work (below), the latest pro forma from the Developer, and the Kosmont Company's analysis, the Project without a subsidy has a significant financial GAP. The proposed deal structure would minimize the GAP as follows: the City would segregate typical costs to develop a site such as demolition of the existing parking structure and preparation for development, as well as Public Improvements such as replacement Public Parking and a Public Street (Sycamore St.) as the City's responsibilities. The costs for the City's responsibilities are estimated by the Developer at $13 million. The City cost will be based on the actual cost of the Public Improvements. The City would finance the capital costs thru a Public Financing. The Developer will pay the debt service thru an Operating Agreement whereby the Developer will operate the Public Parking and pay all costs with no financial risk to the City. The subsidy amount is within the feasibility gap as estimated by Kosmont. The Hotel is the biggest economic risk. However, the possibility of future conversion to residential if the Hotel is not economically viable in the first 5 years, provides an economic alternative that helps to mitigate the risk. The Developer would have the responsibility to entitle, develop and finance all private improvements, provide evidence of financing and obtain all necessary building permits prior to the City conveying the site. As part of the Developer's due diligence, the City will agree to allow the Developer to enter the site for necessary tests as appropriate. These terms are attached with the revised ENA which will provide the parameters to negotiate terms of a DDA and will require CEQA clearance for approval by the City Council. -3-