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EMRCA / NA CDMP SUMMARY Extreme Model Railroad and Contemporary Architecture Museum North Adams Cultural Development Master Plan 2 April 2019


TABLE OF CONTENTS Executive Summary Context/Assets in Place: “The Massachusetts Cultural Corridor”

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North Adams Cultural Development Master Plan: Overview / Components North Adams Cultural Development Master Plan: Financial Summary

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EMRCA Architecture / Concept Design: Zhu Pei EMRCA Capital Construction: Uses/Sources of Funds EMRCA in Detail EMRCA Special Exhibitions Gallery + Special Exhibitions Examples

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EMRCA / GUGGENHEIM MUSEUM BILBAO Scale Comparison EMRCA Operating P&L / Cash EBITDA Projection

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Luxury Hotel Spa and Wellness Center Mt. Greylock Craft Distillery P&L / Cash EBITDA + Business Plan Massachusetts Museum of Time Mohawk Theater and Performing Arts Center Parking Garage and Special Events Space

P 26-27 P 28-29 P 30-31 P 32-33 P 34

Architects: North Adams Projects Economic Impacts, Social Objectives, & Tax Incentives for Investors

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EMRCA Project Time Line Schedule Phase 1.2 Budget $950,000 EMRCA Investors to Date

P 37 P 38 P 39

Press links List and Link to Reports / Document

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EXECUTIVE SUMMARY: EXTREME MODEL RAILROAD AND CONTEMPORARY ARCHITECTURE MUSEUM CONCEPT AND VISION:

EMRCA’s mission is to create a unique, sophisticated, world-class, educationally intense, history-based, high tech, museum-theme park experience that appeals directly to an international audience between the ages of 4 and 104 and attracts a million visitors a year. EMRCA is designed to complement the cultural and educational institutions already in place in the Northern Berkshires, and to be the catalyst for the dramatic economic development of, and the improvement of public health in, the Western Massachusetts region. EMRCA is specifically designed as a high impact, relatively low cost, for-profit business model that strives to generate a substantial return to investors. EMRCA is a prime opportunity for socially responsible impact investing; and is immediately positioned to take advantage of the benefits of the new Tax Legislation guidelines passed by Congress and signed into law in December of 2017. The Tax Cuts and Jobs Act of 2017 (TCJA) provides significant tax and economic benefits for investors, real estate developers, and fund sponsors through the Opportunity Zone Program. All of the properties for the EMRCA and adjacent downtown North Adams development are within the two North Adams census tracts designated as Opportunity Zones by Massachusetts Governor Charlie Baker in March 2018. EMRCA combines an immersive, precision-scale, and comprehensive history of post-industrial architecture (the 1880’s to the present) with an equally immersive, precision-scale, and comprehensive history of American railroads, in the context of an intensively interactive hightech environment. The new 91,000 sf EMRCA museum building design includes a single, column free gallery space that is 810 feet long, 145 feet wide and 55 feet high. The exhibition space is, in effect, a giant theater, its perimeter wrapped by a 1,200 ft x 30 ft continuous video background projection that allows for climatological and theatrical control-- weather, time of day, and terrestrial and atmospheric movement; and a wide array of special effects— to activate the natural and urban landscapes that provide the context for 1,200 precision scale building models and the simultaneous operation of 107 O-scale model railroad trains. At the heart of the EMRCA experience is the Digital Control and Command Center, with 12 operators directing traffic and controlling ambient conditions for the simultaneous and coordinated operation of the precision scale trains on 10 separate lines, spanning 9.5 miles of precision scale two-rail track, with three major industrial railyards and two central terminals. Visitors will be able to locate specific trains and/or buildings on the 110 foot long by 30 foot digital display wall, which includes 40 large scale video monitors providing real-time live feeds from both cameras on the trains on the installation, and from major railroad stations from around the nation. EMRCA is an urban planning model, bounded by the limits of its physical space, of course, but within those limits and solutions it can be seen as a metaphor for the evolving larger social and political condition involving the continuous dynamic use of the land, and the preservation of those historical aspects of architecture, the built environment, and the transportation system that leveraged the industrial age.

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In summary, the EMRCA concept represents the convergence of a cluster of ideas: •

The notions of Art Museums as ultra-sophisticated theme parks: in some ways, certain successful exhibitions at the Guggenheim in New York-- the Art of the Motorcycle; the Giorgio Armani Retrospective; the architecture retrospectives of Zaha Hadid and Frank Gehry; and the broad historical surveys such as China: 5000 Years, Brazil Body and Soul, and Africa: the Art of the Continent— signaled the audience appeal of these directions.

Concepts of Miniaturization, Motion and “Experience” tourism: public audiences have long been fascinated with miniaturization, and EMRCA presents precise 1:48 miniature modeling on an unprecedented scale, enhanced by continuous motion, immense scale video projections, and both virtual and augmented reality experiences.

Precedents: Early in this process, after participating in a panel on “Extreme Culture” at UCLA which had only two panelists— Scott Trowbridge, the head of Disney Imagineering; and me-- I visited LACMA to see Chris Burden’s sculptural piece Metropolis II, which was generally known as the single most popular work in the museum. It was an epiphany for me, and immediately called to mind Norman Bel Geddes’ Futurama at the 1939 World’s Fair in New York, which was visited by over 5 million people over a six month period. When I focused on the architecture/train concept, I also visited a place I never heard of before called Miniatur Wunderland in Hamburg. Installed in a 3rd floor industrial space walk-up, MW was packed, it is billed as Hamburg’s #1 tourist destination, and attracts over 1.2 million visitors per year. These three events were the direct inspiration for EMRCA.

High Impact; low capital and operating cost; The notion of building an extremely stylish, but relatively low cost “industrial shed” for architecture, essentially one room, a 100% installed interior environment. The content of EMRCA, budgeted at $16M, is essentially a one-time cost, maintained and moderately upgraded over time, but amortized over time and with a very low operating and capital cost basis compared to other world-class museums.

Audience: In addition to the international train buff/model train enthusiasts community, 36 million people live within half day’s drive of North Adams, which is twice that of Boston in the radius of an equal distance, and 50% more than Los Angeles or Chicago. In short, it a half day’s drive at most to the Berkshires, and a family oriented attraction as well.

For-profit Museum: I have long speculated about creating a for-profit art museum and the various threads of a successful enterprise have come together in the EMRCA concept: the content and audience drivers; general context; a popular attraction, low annual operating cost; with the potential for a spectacular/distinctive building.

Spectacle/Scale/the Bilbao model: The image spectacle, and both interior and exterior scale of the new building, can be a critical factor in EMRCA’s success. The Zhu Pei design echoes of high speed trains and its generous scale will make impossible to ignore, and it is likely to become a media image darling. The architects of gothic cathedrals understood and interior scale is the pathway to heaven. The EMRCA interior space is twice as long as both the Serra Gallery in Bilbao, and Giants stadium in East Rutherford. And like those spaces, EMRCA is column free as well.

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CONTEXT: ASSETS IN PLACE IN THE NORTHERN BERKSHIRES, AMERICA’S PREMIER CULTURAL RESORT

Massachusetts Museum of Contemporary Art (MASS MoCA)

Sterling and Francine Clark Art Institute

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CONTEXT: MAKING NORTH ADAMS THE #1 CULTURE AND RECREATION TOURIST DESTINATION IN THE COUNTRY

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OVERVIEW: NORTH ADAMS CULTURAL DEVELOPMENT MASTER PLAN DOWNTOWN NORTH ADAMS, MA - EXISTING

PROPOSED DEVELOPMENT

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Extreme Model Railroad and Contemporary Architecture Museum

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Mount Greylock Craft Distillery

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Massachusetts Museum of Time

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Luxury Hotel, Spa and Wellness Center

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Global Contemporary Art Museum

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Fine Arts Storage Facility

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Central Park / Commons

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Mohawk Cinema and Performing Arts Center

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Parking Garage and Special Events Space

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COMPONENTS: NORTH ADAMS CULTURAL DEVELOPMENT MASTER PLAN

(1) EMRCA

(4) Luxury Hotel, Spa and Wellness Center

(5) Global Contemporary Art Museum

(5) Global Contemporary Art Museum

(6) Global Contemporary: Fine Arts Storage Facility

(2) Mount Greylock Craft Distillery

(3) Massachusetts Museum of Time

(9) Parking Garage and Special Events Space

(7) Central Park and Commons

(8) Mohawk Center for the Performing Arts

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ARCHITECTURE / EXTREME MODEL RAILROAD MUSEUM

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EMRCA is a Narrative History of International Post-industrial Architecture: 164 Masterpiece Buildings; 1,206 Precision Scale Buildings In Total in 1:48 scale

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PROJECT MODELS

EMRCA Main Gallery 1:100 Model

EMRCA Main Gallery Control Panel 1:100 Model

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EMRCA Main Gallery Installation Model 1:24 scale

Comparative Model Example: Miniatur Wunderland 1:89 scale model

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Grand Central Terminal 1:48 scale model

Section of Oil Refinery 1:48 scale model

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ARCHITECTURE / EXTREME MODEL RAILROAD MUSEUM buildings in the installation

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ARCHITECTURE / EXTREME MODEL RAILROAD MUSEUM: Locomotives in the installation

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EMRCA Special Exhibitions Gallery: 1:24 scale model

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EMRCA Special Exhibitions Examples Sinan, Gehry, and Wright: Architects of Space and Light The exhibition Sinan, Gehry and Wright will present three extraordinary architects of their times, each unique in their architectural style yet tied together by a new iconoclastic vocabulary addressing form and function, space, and beauty. The richness of these three architects, spanning a diverse representation of time and culture, comes from a dialogue between exteriority and interiority, solid and void, architecture and art. Mimar Koca Sinan ibn Abd al-Mannan, Frank O. Gehry and Frank Lloyd Wright had each become pioneers of their respective times and whose influences are evident in future generations of architects. Frank Lloyd Wright, wrote in his book: ‘Sinan was a contemporary of both Italian Michelangelo and British Christopher Wren. While the cracks on the dome.., built by Michelangelo are being repaired by iron hoops by the blacksmiths of Rome. Sinan’s temples will stand until Doomsday.’ The name of Sinan has become synonymous with the so-called classical style of Ottoman architecture codified during his tenure as chief royal architect between 1539 and 1588. Istanbul consummated the zenith of its urban form with his stunning monumental accents, and his distinctive architectural idiom left its imprint over the terrains of a vast empire extending from the Danube to the Tigris. The most celebrated architect of the pre-modern Islamic lands is bolstered by the affinity between his centrally planned domed mosques and Italian Renaissance churches

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The Orient Express: Opulence and the Near East In 1865, a prominent Belgian banker’s son named Georges Nagelmackers first envisioned “a train that would span a continent, running on a continuous ribbon of metal for more than 1,500 miles.” During a trip to America, Nagelmackers witnessed the many innovations in railway travel there—chief among them George Pullman’s unprecedented, luxurious “sleeper cars”—and he returned determined to realize his vision. In 1883, after a number of false starts, financial troubles and difficulties negotiating with various national railway companies, Nagelmackers’s Compagnie Internationale des Wagons-Lits (wagons-lits being French for “sleeper cars”) established a route from Paris to Constantinople. The newspapers dubbed it the “Orient Express”—though Istanbul was as far toward the “Orient” as this train would ever travel—and Nagelmackers embraced the name. On October 4, the Orient Express set out on its first formal journey, with many journalists aboard to publicly marvel at the train’s luxury and beauty. (Nagelmackers, a clever showman, even arranged to have shoddy, decaying old Pullman cars stand in contrast on the tracks adjacent to the Express as it left Paris’s Gare de Strasbourg.) Aboard the train, the delighted passengers felt as though they’d entered one of Europe’s finest hotels; they marveled at the intricate wooden paneling, deluxe leather armchairs, silk sheets and wool blankets for the beds. The journey from Paris to Istanbul lasted a little over 80 hours. EMRCA’s Special Exhibition Hall will display a range of O-scale models of the world-famous train line synonymous with luxury and intrigue. Models showing the train’s evolution as well as its various routes over the course of the nearly one hundred years of the train line’s existence. Signature, iconic works of architecture from cities along the route will be represented in the same 1:48 scale as the architectural models in EMRCA’s Main Gallery and in addition, visitors can board a full-scale replica of a typical Orient Express locomotive and passenger car. Visitors can also take a virtual ride aboard a passenger car replica designed by Trumbull Studios whose windows have been replaced by screens that will show iconic landscapes along the famous route all of which will be narrated by Jeremy Irons playing the role of “conductor.”

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12. PROGRAMMING DIRECTION

Zaha Hadid: An Anthology

Zaha Hadid received her master degreee at the Architectural Association School of Architecture in London. While working in the academia since, she established her own practice in 1979. The headquarter in London has expanded into more than 350 staff members. In 2004 Hadid became the first female recipient of the Pritzker Architecture Prize, architecture’s equivalent of the Nobel Prize and has won numerous architectural awards in the world. In 2006, Hadid was honored with a retrospective spanning her entire work at the Guggenheim Museum in New York. In 2008, she ranked 69th on the Forbes list of “The World’s 100 Most Powerful Women”. On 2 January 2009, and in 2010 she was named by Time magazine as influential thinker in the 2010 TIME 100 issue. In September 2010, The British magazine New Statesman listed Zaha Hadid at number 42 in their annual survey of “The World’s 50 Most Influential Figures 2010”.

12. PROGRAMMING DIRECTION

Architecture and Technology Architecture and Technology explores the influences that an arsenal of new tools and procedures are exerting on architecture in the 21st century. Coupling these new processes with history, theory, conceptual thinking, experimentation and engineering is radically changing not only the way we think about spatiality, but also the means by which we occupy and inhabit space. Architecture and Technology will explore the relationship between new technologies and the architecture they helped to create. Examining the work of architects who have pioneered the use of new technology, such as Zaha Hadid, Frank Gehry, Asymptote, Renzo Piano, and Diller + Scofidio, through examples of built and theoretical projects, digital sketches, animation and computer manufactured models, this exhibition will present a vibrant picture of the 21st century’s architectural innovations and the fascinating exchange between the architects’ tools and structural forms.

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EMRCA SCALE COMPARISON vs GUGGENHEIM BILBAO

830 ft (253 m)

GUGGENHEIM MUSEUM BILBAO

EMRCA (EXTREME MODEL RAILROAD AND CONTEMPORARY ARCHITECTURE MUSEUM)

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LUXURY HOTEL, SPA & WELLNESS CENTER

LUXURY HOTEL LOBBY: Special Exhibitions Open to the Public

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MOUNT GREYLOCK CRAFT DISTILLERY

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MASSACHUSETTS MUSEUM OF TIME

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MASSACHUSETTS MUSEUM OF TIME Installation of 96 Industrial Clocks: 17th to 19th cent.

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MOHAWK THEATER & CENTER FOR THE PERFORMING ARTS

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MOHAWK THEATER & CENTER FOR THE PERFORMING ARTS PROGRAMMING PARTNERSHIP / CONSORTIUM

PROTOTYPE: San Francisco Symphony Soundbox

Clark Art Institute Film Program Sundance Film Festival Williams College Drama Department Yale University Drama Department MCLA Drama Department

Hartford Symphony Orchestra Williamstown Theater Festival MASS MoCA Music Festivals Berkshire International Film Festival Massachusetts International Festival of the Arts

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PARKING GARAGE AND SPECIAL EVENTS SPACE

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ARCHITECTS: NORTH ADAMS PROJECTS Frank Gehry Los Angeles

Jean Nouvel Paris

Zhu Pei Beijing

Richard Gluckman New York

Arata Isozaki Tokyo

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ESTIMATED ECONOMIC IMPACTS: EMRCA and North Adams Cultural Development Master Plan

3212 new Permanent Jobs in Berkshire County

874 Construction Jobs

$320 million in annual increased Economic Activity

$20 million in increased annual tax revenues to the State

SOCIAL AND PUBLIC HEALTH OBJECTIVES

Twenty percent of the residents of North Adams live below the poverty line. One of the Principal Objectives of EMRCA and the North Adams Cultural Development Master Plan is to help alleviate the diseases of despair related poverty: depression; obesity; diabetes; alcohol abuse; drug abuse; opioid abuse; and suicide.

“Investments in economic development projects like EMRCA are statistically better for the improvement of Public Health than equivalent investments in pure medical research.” Dr Gray Ellrodt Chief of Medicine Berkshire Medical Center EMRCA Investor

INVESTMENT TAX ADVANTAGES

All nine components of the plan fall within the Opportunity Zones created by the Tax Cuts and Jobs Act and signed into law in December 2017. The legislation created a new section of the Tax Code (26 U.S. Code § 1400Z) to provide tax incentives for investments in targeted areas in the United States through investment vehicles called Opportunity Funds. The purpose of Opportunity Funds is to promote economic development in these select communities, known as Opportunity Zones, by offering investors substantial federal tax advantages that are only available through the new program.

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EMRCA TIME LINE 1 Conception & Incorporation

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Completion of Concept Development Study (CDS) Incorporation of EMRCA, Inc Land acquisition Options Negotiations Phase 1 Capital Start-up Investment Phase 1.1 ($3M) Investment (convertible promissory notes) MASS Works Grant ($250K) Phase 1.2 ($1M) Investment (convertible promissory notes) Buiding: Architecture Design Development Heritage Park site concept development River site south: Generic Framework Final Schematic Design Development Studio Zhu Pei Construction documents Construction Management and cost estimation Preliminary Cost estimates: Berkshire engineering Skanska hired as Project Manager; Gilbane as constr. Mngr Updated construction cost projections Technical R&D (Architcture models & installalation) Enabling Technologies research Model construction and simulation Technical R&D (Trains models & installalation) Electrification and computerization Scale & Authenticity Program Planning Overall e"Experience" technolgy design Design and develop museum/theme park conceots Augmented & Reality applications R&D Installation Design Documentation Installation Pre-Fabrication Operations Planning Installation Design Exhibition Design; Special Exhibition design Staff calculations and salary comprables Final Profit / (loss) estimate Economic Impact Analysis Center for Creative Community Develoment Report 1 CCCD Update to reflect current state of Design: Report 2 Equity Investment Financial Modeling Intellectual Property rights and trade mark registration Franchising Model Report Private Placement Memorandum (PPM) preparation Road Show PPM complete; equity round Marketing and Business Planning Press and Presentation materials Ruder Finn engagement; Launch International PR initiative New office to to 62-74 Main Street Schematic Design Lease Agreement with First Hartford. Permitting and Construction Move Construction Begins

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May-16 Mar-16 Mar-19 Feb-16 Jan-17

Feb-16 Apr-16 Apr-19 Sep-18 Apr-16 Aug-19 Jan-17 Dec-18 Jul-19 Sep-19 Jan-18 Apr-18 Apr-19

Apr-16 Apr-16

Aug-19 Aug-19

Apr-16 Apr-16

Aug-19 Aug-19

Apr-16 Apr-16 Apr-16 Apr-16 Apr-18

Aug-19 Aug-19 Aug-19 Aug-19 Sep-19

Apr-16 Apr-16 Jun-18

Sep-19 Sep-19 Dec-18 Jul-19

Nov-16 Apr-19

Jun-17 Jul-19

Apr-16 Sep-18

Sep-19 Feb-19 May-19 Jun-19 Sep-19 Sep-19

Jun-18 Jun-19

Apr-16 Mar-19

Feb-19

Sep-19 Oct-19 Apr-19 Nov-18 Feb-19 Mar-19 Apr-19 Nov-19


EMRCA / NORTH ADAMS / BERKSHIRES PRESS LINKS

30-Mar-19 Berskhire Eagle

Zhu Pei in North Adams

27-Feb-19 HyperAllergetic

Art Museums as Theme Parks

21-Feb-19 Berskhire Eagle

Krens Moves On Main

20-Feb-19 New York Times

Opportunity Funds: Wall St's Hottest Bet

13-Feb-19 Berskhire Eagle

Ambitious Vision

11-Feb-19 Berskhire Eagle

Thomas Krens: Economic Impacts

13-Apr-18 Berskhire Eagle

Skanska/Glibane selected

13-Apr-18 New York Times

Betting on the Berkshires

28-Nov-17 Judtih Benhamou

Louvre Abu Dhabi

3-Sep-17 New York Times

Frank Gehry and EMRCA

1-Sep-17 Boston Globe

Gehry in North Adams EMRCA

15-Jun-17 New York Times

MASS MoCA: A Site for all Eyes

28-May-17 Berskhire Eagle

Birth of Mass MoCA

27-May-17 Wall Street Journal

North Adams as Cultural Hub

26-May-17 New York Times

Where Giant Art has Room to Breath

19-Dec-16 New Yorker 5-Dec-16 New York Times 16-Nov-16 Architectural Daily

8-Nov-16 Architects Newspaper 31-Mar-16 Interior Design 8-Mar-16 Berskhire Eagle

1-Jan-16 NY Observer 11-Aug-15 Berskhire Eagle 10-Jul-14 Dezeen

The Gulf Art War Cultural Corridor Jean Nouvel in North Adams Jean Nouvel Masterplan North Adams EMRCA A Living Work of Art Top Seven Museum Developments 2015 EMRCA Thomas Krens Envisions Massive New Museum Ando and Seldorf Transform the Clark

31-May-14 Architectrural Digest

A Transformed Clark

28-Mar-14 New York Times

Tadao Ando Clark Art Institute 2014

3-Mar-17 Wired Magazine

SF Symphonie Prototype for Mohawk N.Adams

YouTube

Prototype Inspration 1 Chris Burden LACMA

YouTube

Prototype Inspration 2 Norman Bel Geddes

YouTube

Prototype Inspration 3 Miniatur Wunderland

Links to individual press article are in the Excel document accessed in Press link below Link: to Attached Reports/Support Documents:

https://drive.google.com/drive/folders/1aWf_SxejMiTK7NvBZoxhOeT8dGxBNRj?usp=sharing

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LIST OF REPORTS / ATTACHMENTS 1. 2. 3. 4. 5. 6. 7. 8.

Private Placement Memorandum (Draft) Phase 1 Convertible Promissory Note Economic Impact Analysis (Center for Creative Community Development: Williams College) LWHA Hotel Report (LW Hospitality Associates 200 W. 41st St. NY) Heritage Park Report (Gluckman Architects, 250 Hudson St. NY) Opportunity Zone Legislation Report: Eisner Amper, 750 3rd Avenue, NY) Skanska EMRCA Building Cost Estimate March 2019 Press links page

Link to the Reports / Attachments: https://we.tl/t-GfpqT8eKyc

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GCAM LLC Headquarters 75 Wall Street PHL-3 New York, NY 10005 +1 (212) 796-1200

GCAM / EMRCA, Inc. offices 62-74 Main Street North Adams, MA 01247 +1 (413) 66- 0100

www.gcamgroup.com

CONFIDENTIAL This draft summary of the EMRCA and the North Adams Cultural District Master Plan (“prospectus”) contains confidential and proprietary information belonging exclusively to GCAM1 LLC. Copyright © 2019 All Rights Reserved. This prospectus, or parts thereof, may not be reproduced in any form without permission. The information contained in this prospectus does not constitute legal or investment advice. The materials in this prospectus are provided for information purposes only. The information is provided by GCAM1 LLC, and while we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the reliability of any forward-looking data contained in this draft prospectus or the suitability of the offering for an investor. Any graphics utilized in this prospectus are for display purposes only and, unless otherwise noted, are not necessarily related to the operations of GCAM1 LLC or any other entity.

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