RFQ Submission Prepared for: City of Vallejo Prepared by: Mare-tech Development, LLC Date: October 1, 2014 Reference: North Mare Island Development Opportunity ! EXECUTIVE SUMMARY ! Development Entity Mare-tech Development LLC was formed in 2013. The purpose is to establish an entity that will be the focal point for the execution and development of a Technology Campus on North Mare !Island. A “Googleplex” for multiple tenants. This need arises from the existing demand for medium size, high growth tech companies to co-locate in an environment which shares all of the big company campus benefits and amenities, made affordable by having multiple companies on the same campus.

Developer Qualifications Mare-tech Development LLC is managed by a seasoned team of real estate development professionals proficient in all aspects of commercial real estate investment, property development, acquisitions, finance and dispositions, asset management and property !management. Our development team has the ability and experience to manage all elements of this undertaking, including environmental challenges, and Federal & State agency relationships. We have the breadth and depth of knowledge and experience to deliver this project from start to finish, including all user transactions (sales and leasing).

Concept for North Mare Island A Mixed-Use campus to provide a destination office complex for technology, research, arts, and light industrial activities. The size and scale of the campus will allow small/medium sized companies to grow within a synergistic and innovative multi-user hub. Additionally the campus will provide resident companies with the same shared amenities and benefits that the !tech ‘giants’ use to attract and retain employees. • Jobs: 9,075 • Output: $1.6billion • Taxes: $3.5million

Approach to Meeting the City’s Objectives The project aligns well with the City’s economic and fiscal objectives, offering high volume quality jobs and tax revenues, cohesion with the wider development of Mare Island, and a mixed-use approach that will enhance Vallejo’s competitive position as a commercial center. ! RFQ - North Mare Island !1 www.mare-tech.com ! !STATEMENT OF QUALIFICATIONS Mare-tech Development Our organization functions as a “Limited Liability Corporation” joining together representative management teams through association of individuals and independent companies for facilities !planning, development, design management and construction. • Our knowledge, expertise and experiences come not only from a design and construction perspective, but as building owners and operators. This knowledge and experience extends ! to all elements of project planning and execution • Also, having broad contractor experience, we can work very effectively with the selected ! general contractor through their elements of the design process • Furthermore, as building owners and operators, we bring a facilities management perspective and sound business judgment to the design process

Project Team (Following this page is our statement presenting our organization and profiles for the principals involved)

Experience by Example (following the Project Team section are several examples of large sophisticated ground-up development projects. We present key examples demonstrating this team’s ability and leadership for delivering the Mare-tech project)

Financial Approach Mare-tech Development LLC believes that optimal economic and civic results can be achieved only through structuring agreements that are mutually beneficial to all parties. Effective public/ private partnerships, including development agreements and state/federal financing tools, will !continue to be critical to the success of the Mare-tech Campus project. Mare-tech has the ability to finance the entitlements and pre-engineering phases through the end of 2016. During the first phase of entitlements, aggressive pursuits to obtain forward commitments from technology tenants and parcel buyers will position the project for the larger equity input; debt coverage will be obtained based on individual building and infrastructure construction. There will be multiple sources of equity and debt tracking the different phases and timing (e.g., financing Campus amenities will be different than construction of office buildings !and parking structures). Such variables could occur over a five year span.

RFQ - North Mare Island !2 www.mare-tech.com !STAFFING AND ORGANIZATION Mare-tech Development Organization Our organization functions as a collaborative management team for all facets of development planning, design and engineering management and construction, and continuing market !strategies for future uses at Mare-tech Development. !Principals assigned to this project: ! Stephen Weir – Principal in charge of overall development concept and marketing Matthew A. Oliver – Principal in charge for all entitlement, design and pre-construction ! related activities Pieter de Monchy – Associate and Principal contributing to the entitlement process, ! including site design and civil engineering Tom Wilson – Associate and Principal contributing to the entitlement process, including ! conceptual design As assignments evolve and progress, assignments can be transferred among our managers, !based on time commitments and management skills required. ! ! Mare-tech Development

! ! Developer ! Associate Principal Management ! Management Oliver & Associates ! PdM Consulting Mathew Oliver ! Housman Weir Pieter de Monchy Investments ! TWA, Inc. Stephen Weir Thomas Wilson

RFQ - North Mare Island !3 www.mare-tech.com !PERSONAL PROFILES Stephen Weir Stephen Weir is partner at Houseman Weir Investments, a Commercial Real Estate Investor / Developer specializing in Creative Technology Space in the Bay Area. He has !been executing innovative urban infill developments. Previously, Mr. Weir co-founded Kaikorai Valley Properties, managing the investment and redevelopment of Burnside Commercial; a 216 acre commercial park for industrial and light commercial companies, including 1million square feet of buildings, and an additional 56 acres !of land zoned for commercial build-to-suit development. Earlier Mr. Weir founded three separate “start-ups” – Saturn Media which created MadeIt.com, an online ticketing platform. Shortly thereafter, Yobu.jp was launched for the Japanese online and mobile event discovery market; earlier Tarvis Technology Ltd. which invented and commercialized the “CrushCup” spoon-less yogurt cup. ! Matthew A. Oliver, Principal Mr. Oliver has over 30 years of experience in planning and management for commercial, industrial, institutional and residential development projects, including land acquisition and entitlements; major building development; tenant planning, and interiors design and !construction; real estate investment and property management. Mr. Oliver has been directly accountable for capital budgets ranging from under $1M to over $400M and has overseen the development, design and engineering, and occupancy of over 20 !million square feet of real estate. Mr. Oliver was previously partnered with The Rockridge Group, a major San Francisco-based planning and management organization, for major corporate relocations and build-to-suit !development projects. Prior to that Mr. Oliver was employed by AMB Investments, Inc., (now Prologis Corp.) a major development and real estate firm where he was responsible for development management and construction services, including high rise office development. Notably, Mr. Oliver was responsible as Development Manager for the 25-story high rise development at 505 Montgomery Street in San Francisco. He also represented the investment partner on the Sanwa Bank Building project – 1,000,000 square foot development of a 50 story office building !in downtown Los Angeles.

RFQ - North Mare Island !4 www.mare-tech.com Earlier he was responsible for development, design and construction activities at Lincoln Property Company, a major national real estate development company. Of significance, Mr. Oliver was responsible as Development Manager for the 17-story high rise RiverPark Tower development in San Jose. He teamed with regional managers for the acquisition of land and entitlements and design and engineering efforts, including Seaport Center development in Redwood City. ! Pieter de Monchy Mr. de Monchy has been in the Civil Engineering industry working for private and public clients for over 30 years. As a Registered Civil Engineer (P.E.) and Certified Project Manager (C.P.M.), Mr. de Monchy has performed services as a Program Manager, Civil Engineer, Project Manager, and Construction Manager. He has performed Professional work for commercial, industrial, !residential and public clients and projects throughout . Mr. de Monchy has managed projects including preparation of Feasibility Studies, Physical and Policy Planning, Preliminary and Final Engineering (infrastructure), and Construction !Management. In 2005, Mr. de Monchy was the Project Civil Engineer for the development and construction of a Regional Distribution facility for McLane Foods on a portion of the property master planned as the March Air Force Base Specific Plan, west of I-215 at Cactus Avenue in Riverside County. !Plans were processed for approval through the Joint Powers Authority. From 2006-2008, as an employee of ARCADIS-US, Inc., Mr. de Monchy was responsible for the Program Management, and preliminary and final engineering for a $1Billion Master Planned Commercial/Medical Campus project on Mare Island in Vallejo, California.

In 2012 Mr. de Monchy was responsible for staffing the Office Engineer position with a Construction Management Team for a $37Million Rail Expansion project at the Port of Long Beach. ! ! ! ! ! ! !

RFQ - North Mare Island !5 www.mare-tech.com Thomas Wilson Mr. Wilson has been in the architectural and engineering industry working for private and public clients for over 30 years. Mr. Wilson has managed architectural planning and design, including supervision of construction. He has performed Professional work for commercial, industrial, residential and public clients and projects throughout California, and in particular in the Vallejo !area. Since 2012, Mr. Wilson has owned and managed his own firm, Tom Wilson Architect. Prior to that, between 1998 and 2011, he was owner and principal at the 30 person architectural firm ARC, Inc. Architects, specializing in Commercial design including retail, office and restaurants. !Earlier he managed the design team at Architectural Dimensions. Notably, Mr. Wilson worked on the City of Vallejo Downtown Master Plan and renovation project of City Hall. As well, he worked on the Hiddenbrooke Community development and Blue Rock !Springs Golf Course improvements. Important for the Mare-tech Development project, Mr. Wilson had worked with Touro University, Arcadis & City of Vallejo to master plan the 152 acre North Island project for 4 years, !including: !• Developed Master Plan & wrote the amended Specific Plan !• Coordination of consultant & engineers !• Community Outreach !• Presentations etc. Related to the North Island areas, Mr. Wilson also worked with other groups on earlier !development schemes: !• Genelux Medical Facility & Mixed use project !• Lennar Development Professionally, Mr. Wilson is a licensed architect in California and Arizona. As well, he is a LEED !AP, member the US Green Building Council and member of the American Institute of Architects. ! ! !

RFQ - North Mare Island !6 www.mare-tech.com PROJECT EXAMPLES: BURNSIDE COMMERCIAL

Kaikorai Valley Road, Dunedin, New Zealand ! ! ! ! ! ! ! ! ! ! ! ! ! ! !Size: 1,000,000+ square feet on 216 acres of land purchased from Silver Fern Farms Description: Burnside Commercial - Redevelopment of a former Meat Processing Plant into a commercial park for light industrial and commercial tenants in a synergistic hub. There are 30+ tenants operating in the existing buildings. An additional 56 acres ! of Commercially Zoned land is under development for build-to-suit users. !Government: City of Dunedin, New Zealand Railways (re-routing of former railway line) Challenges: Environmental remediation of highly contaminated soils, de-commissioning of former water contamination filtration system. Re-routing of lake running though ! site. Public railway land acquisition. Outreach: Local business/chamber or commerce, manufacturers associations, public conservation, nature reserve and resource contribution groups. Local Iwi (native ! tribes) and national historical land rights. Our Role: Site due diligence, acquisition & financing, clean-up rehabilitation and lease-up of qualifying structures, entitlement for new development, re-zoning, subdivision, ! marketing and build-to-suit pre-leasing, construction of anchor user build-to-suit Financial: At acquisition (2009) all equity provided by Stephen Weir, remaining debt carried by Silver Fern Farms for two years. JV partner brought in after initial value-add for ! additional equity and re-finance of existing debt with construction debt. Completion: The project is still owned/operated & remaining build-to-suit construction in place

RFQ - North Mare Island !7 www.mare-tech.com PACIFIC SHORES CENTER

Redwood City, California (Jay Paul Company Master Developer) ! ! ! ! ! ! ! ! ! ! ! !Size: 1.7 million square feet on 35 acres Description: Speculative land development, including development and construction of ten office/R&D buildings, fitness center, amphitheater and community athletic ! facilities. Buildings were leased to technology users. Government: Redevelopment Agency involvement to support and manage off-site ! infrastructure improvements extending to the Pacific Shores campus Challenges: Utilities and street infrastructure, and construction on land fill over 90 foot depth ! bay mud Outreach: Extensive community outreach program throughout the entitlements process to address community concerns about traffic effects at the US-HWY101 ! interchange Our Role: Managed all development and construction related matters, including land acquisition, site master planning, entitlement process, site planning and design/ ! engineering, and building construction Financial: All equity and debt was provided by “Wall Street” partner with Jay Paul Company ! (amounts not disclosed) Completion: Long “colored” history with ownership changes (not able to manage the political environment for entitlements) dating back to 1990. Construction completed 2001

RFQ - North Mare Island !8 www.mare-tech.com SAN RAFAEL CORPORATE CENTER

750 Lindaro Street, San Rafael, California !

! ! ! ! ! ! ! ! ! !Size: 500,000 square feet on 20 acres of land purchased from the City of San Rafael Description: Redevelopment of a former PG&E gas recovery facility, resulting in this high- profile corporate campus featuring five buildings and two parking structures. Phase I included site remediation, site development work and construction of the ! first three buildings. Government: City of San Rafael provided “off-site” infrastructure improvements (including ! waste, water and electrical upgrades) necessary because of utility requirements. Challenges: Environmental remediation of highly contaminated soils. Restoration of 18 acres ! extensive soil import to cap the entire site Outreach: Broad community outreach program established from the beginning (during entitlements) through site remediation and construction, because of the extensive ! site contamination and practices to protect the community Our Role: Managed all acquisition, entitlement & development matters, including ! environmental remediation, site planning & design, building design & engineering. Financial: All equity was provided by Fair Isaac Corporation. Remaining (phased) debt was ! provided by ABN Ambro (amounts not disclosed) !Completion: The entire project scheme was originally developed exclusively for Fair Isaac Corp

RFQ - North Mare Island !9 www.mare-tech.com SEAPORT CENTER

Redwood City, California ! ! ! ! ! ! ! ! ! ! ! ! ! !Size: 623,000 square feet on 50 acres; 18 separate buildings Description: Speculative R&D office campus situated proximate to the ; originally used as salt evaporation ponds on tidal lands of the San Francisco Bay. ! Current uses are primarily biotechnology research companies Government: Redevelopment Agency involvement to support and manage off-site ! infrastructure improvements extending to the campus Challenges: - Utilities and street infrastructure, and construction on land fill - Environmental remediation of evaporation pond conditions ! - Complex site utility and construction on 90 foot deep bay mud conditions Outreach: Extensive community outreach program throughout the entitlements process to address community concerns about traffic effects at the US-HWY101 ! interchange Our Role: Managed environmental remediation, site planning, and site and building design/ ! engineering. Financial: All equity was provided by Lincoln Property Company. Remaining (phased) debt ! was provided by Metropolitan Life Insurance Company (amounts not disclosed) Completion: Phased building construction, depending on user requirements up to 2002

RFQ - North Mare Island !10 www.mare-tech.com TOURO UNIVERSITY HEALTH SCIENCES CAMPUS

Mare Island, Vallejo, Ca ! ! ! ! ! ! ! ! ! ! ! ! ! !Size: 190 acres Description: Planning, entitlements and pre-construction services for the business park and medical facilities campus, including five (5) multi-story buildings, hotel, cultural ! center, strip retail and eight (8) parking structures. !Government: Property is currently owned by the City of Vallejo under the Navy Re-Use plan Challenges: Providing increased employment and contribution to the local economy while simultaneously preparing the land for development and protecting the sensitive ! environment and satisfying a broad spectrum of stakeholders. Outreach: A community outreach program was conducted on Mare Island and was ! enthusiastically received by the local community. Our Role: Owner’s representative and Program Manager for all development matters for ! entitlements and pre-construction efforts Financial: Equity was to be provided by private equity funds. Cash and collateral for ! lenders was provided by Touro University. Termination: The Project was terminated by Touro University in 2008 after the Recession had taken hold

RFQ - North Mare Island !11 www.mare-tech.com ENTITLEMENT PROCESS

Overview Mare-tech Development LLC believes a truly successful commercial and mixed-use community – no matter what size – requires responsible planning that respects community stakeholders !and special community landscapes. The process of creating a great place that meets the collective aspirations of the community begins with collaborative planning. Mare-tech Development works to build support throughout the land planning process through collaboration with diverse community and regional stakeholders, including agencies’ staff, elected officials, neighboring land owners, engaged !citizens, and local leaders. Mare-tech Development’s collaborative planning approach provides our group the flexibility to adjust development plans with the changing needs of stakeholders and market conditions throughout the development process, maximizing our long-term success.

Key Assumptions !Here is what we understand to-date: • City has invested $2M in local improvements, in anticipation of NMI development • City is in the process of preparing a GPA and Zoning Code Update-to be completed in 18-24 months; we believe adjustments can still be made for NMI future uses • Current entitlements are for 1.2m s.f industrial/commercial and 6k sf of Educational/Civic use • Current SPA was modified in 2013 and needs to be reviewed; from our recent experience with the Touro team, certain terms for land use may be modified for the Mare-tech project.

For Future Consideration The $28M Ferry construction could be a good complement to the Mare-tech Development Business/Tech Campus, with its proximity and route to San Francisco. We believe there is a great benefit with certain individuals on our team having prior experience and specific knowledge with the 2008 Development Agreement with Touro University and critically (as a tool) the 2008 Benefit District Impact Analysis.

Schedule of Entitlements Even with certain entitled benefits of the North Mare Island property, continuing development pursuits can be lengthy and complex. Attached is an outline schedule depicting upcoming activities leading up to final City approval.

RFQ - North Mare Island !12 www.mare-tech.com NARRATIVE CONCEPT

Objective The Mare-tech Development offers one of the most unique campus settings for the future !development and advancement of technology in the Bay Area region. Initial user demand will come from the East Bay tech (software/med/bio) companies looking to re-locate to a synergistic environment where they can base within a community of innovative companies; currently their locations are too dispersed to create this community culture.

San Francisco’s growth of technology companies and limited office development quotas (Prop M) has led to the high growth companies seeking space larger than 100k square feet on the !East Bay, currently Oakland, where convenient public transport is located. The upcoming Ferry Terminal on Mare Island, combined with the size of potential available new office development makes the location an attractive proposition for the next wave of tech companies looking to move from ‘pre-campus’ office space to a destination technology campus. The move from office to campus is common with high growth tech companies, the !difference this time around is that they are originating in San Francisco and wont move south. !Typical requirements of tech companies seeking 100-500k square feet: • 500-1000 employees and growing • Workforce will consist of 20% Engineering, 30% sales & marketing, 20% management, 20% customer support, 10% General & Admin

Example User !Lyft, the main competitor to Uber taxi’s has the following space requirements: • 6 months ago, occupied 16k SF in SOMA building owned by Stephen Weir • Currently in 100,000 SF in Potrero/Mission, distant from the main city transportation lines !• Currently searching for +/-500,000 SF around Oakland for their next space in 2 years There are 5-10 similar San Francisco based companies looking for the same thing. If growth continues at even a fraction of the current rate then these companies will start looking for campus locations in the next 1-2 years.

Adaptive Approach By taking a mixed-use, multi-tenant approach to the growth of the campus we are able to reduce the risks that come with market fluctuations. By designing the campus to cater to micro tenanting in a down market (20-50 companies), and macro tenanting in a boom market (1-5 companies), we can increase occupancy levels and retain them through markets fluctuations.

RFQ - North Mare Island !13 www.mare-tech.com FINANCIAL APPROACH

Overview Mare-tech Development LLC believes that optimal economic and civic results can be achieved only through structuring agreements that are mutually beneficial to all parties. Effective public/ private partnerships, including development agreements and state/federal financing tools, will continue to be critical to the success of the Mare-tech Campus project.

Funding Strategy 1. Position the Project for Larger Equity Input Mare-tech has the internal capability to fund the project through entitlement and pre- engineering phases through the end of 2016 without requiring any external funds or capital partners. This will be essential to bring the project to a level of attractiveness where the financial partners can be brought in.

During the first phase of entitlements, aggressive pursuits to obtain forward commitments from !technology tenants and parcel buyers will position the project for larger equity input. 2. Debt Coverage: Debt coverage will be obtained based on individual building and infrastructure construction. There will be multiple sources of equity and debt tracking the different phases and timing (e.g., financing Campus amenities will be different than construction of office buildings and parking !structures). Such variables could occur over a five year span. 3. State & Federal Funding Programs Community and Federal grant funding will be used to leverage debt & equity input, such as: • New Market Tax Credits • Transit Impact Funds • EB5 Investment Fund • LAMBRA

Financial Risks & Mitigation 1. Demand: The main risks are around market demand and absorption timing. If absorbing is significantly longer than anticipated then focus will be dialed up on aggressive Parcel Sales to key anchor users who naturally bring an ecosystem. Increasing marketing to international users will be another channel to build overall demand 2. Capital Markets: International investors & institutions can be targeted with increased government funding efforts 3. Increasing Construction Costs: Focus on smart and efficient design to reduce build costs 4. Unknown Costs: Initial contingencies have been budgeted in anticipation of this

RFQ - North Mare Island !14 www.mare-tech.com