Brooks Senior Living Community San Antonio, Texas

REQUEST FOR QUALIFICATIONS

August 2018 Contents Introduction 2

San Antonio Metro Overview 6

South San Antonio Market Dynamics 19

Site information 24

Development Vision 26

Submission Requirements 29

Evaluation Criteria 34

Copyright © Jones Lang LaSalle IP, Inc. 2018 This publication is the sole property of Jones Lang LaSalle and must not be copied, reproduced or transmitted in any form or by any means, either in whole or in part, without the prior written consent of Jones Lang LaSalle. The information contained in this publication has been obtained from sources generally regarded to be reliable. However, no representation is made, or warranty given, in respect of the accuracy of this information.

We would like to be informed of any inaccuracies so that we may correct them. Jones Lang LaSalle does not accept any liability in negligence or otherwise for any loss or damage suffered by any party resulting from reliance on this publication.

©2018 Jones Lang LaSalle IP, Inc. All rights reserved. All information contained herein is from sources deemed reliable; however, no representation or warranty is made to the accuracy thereof.

The information contained in this RFQ has been compiled from sources believed to be reliable. Neither Jones Lang LaSalle nor any of its affiliates accept any liability or responsibility for the accuracy or completeness of the information contained herein. And no reliance should be placed on the information contained in this RFQ.

Request for Qualifications BDA’s Point of Contact (POC)

LUCYNDA MASSEY Procurement Manager 210.678.3322 [email protected]

RFQ TIMELINE

Request for Qualifications Release: August 17, 2018

Request for Qualifications Questions Due: August 31, 2018

Question Responses Posted to Project Website: September 7, 2018

Request for Qualifications Responses Due: September 18, 2018

2 | Brooks Senior Living Community RRQ | San Antonio, Texas Introduction Introduction Introduction Brooks Senior Living Community

INTRODUCTION Brooks Development Authority (BDA) is a Defense Base Development Authority and Political Sub-Division of the State of Texas established in 2001 by the United States Congress, the State of Texas and the City of San Antonio for the development and redevelopment of the former Brooks Air Force Base. The entity was formed under Chapter 379 (b) of the Local Government Code of the State of Texas. BDA is the owner, operator and manager of the Brooks Campus, and is governed by an 11-member Board of Directors appointed by the governing body of the City of San Antonio, Texas (COSA).

BDA is requesting statements of qualification for the purpose of shortlisting Respondents that demonstrate the technical and financial capacity required to deliver a senior living development to the campus under an anticipated development agreement. BDA’s overall objective is to facilitate a development that aligns with BDA’s development goals for the Brooks campus and delivers the most value to the area.

This Request for Qualifications (“RFQ”) is being issued as part of a two-stage procurement process. Shortlisted Respondents will subsequently be invited to submit a proposal for the development profile of the site and financial offer to BDA, in accordance with the relevant Request for Proposals (“RFP”). Respondents are invited to submit their qualifications in the form and substance detailed in this document. The determination of eligibility and qualification will be made in accordance with the procedures and criteria established herein. N DOWNTOWN

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GOLIAD ROAD Brooks Senior Living Community RFQ | San Antonio, Texas

DUAL-STAGE PROCUREMENT PROCESS or subsequently communicated to any Person, whether This RFQ is the first part of a dual-stage public procurement orally or in writing, in connection with the Brooks senior process. The purpose of this RFQ is to evaluate the living community site involving BDA or its representatives, qualifications to create a short list of Respondents that advisors, or consultants shall constitute, or be interpreted as demonstrate the technical and financial capacity to develop constituting, the giving of financial, legal, technical or other a senior living community on the Brooks campus. One advice. or more Qualified Respondents will be invited to submit The issuance of this RFQ does not constitute, and none of proposals in accordance with a Request for Proposals the information set forth herein constitutes, a formal offer (“RFP”) to be subsequently issued. to enter into an agreement for the sale or redevelopment of the Brooks senior living community site, nor does this RFQ obligate BDA or any other entity to proceed with a sale or NO LIABILITY development agreement. Neither BDA, nor any of its agents, Neither BDA, nor any of its respective agents, representatives, representatives, advisors or consultants shall be held liable advisors or consultants make, or shall be deemed to or responsible to any Person that receives or responds to have made, any representation or warranty, express or this RFQ, or to any Respondent, Team or Proposer, for any implied, as to the accuracy, reliability or completeness of cost or expense incurred in responding to this RFQ or in any the information contained herein or in any information investigation or transaction, whether or not consummated, otherwise provided, whether orally or in writing, other which may follow. This RFQ does not purport to contain than such representations or warranties expressly stated all the information that a Respondent may need or desire as such in duly issued procurement documents or in a to make an investment decision. Respondents should definitive contractual agreement executed between BDA conduct their own investigations and analysis of relevant and the Selected Bidder. Neither the receipt of this RFQ, information. nor any information contained herein or supplied herewith N DOWNTOWN

DEFINITIONS Except where otherwise defined, the following definitions shall apply throughout this RFQ:

“Brooks Senior Living Community,” “the Site,” Refers to a senior living community to be constructed on the Brooks campus STINSON “BSLC,” “the Development” and “the Property” in San Antonio, TX; AIRPORT BDA Means the Brooks Development Authority; IO RIVER ANTON SAN Brooks Campus Means the 1,300-acre area known as Brooks SE MILITARY DRIVE Means a Respondent who has been deemed qualified by the selection BAPTIST Qualified Respondent committee in accordance with the evaluation criteria as set forth in this RFQ HOSPITAL and who is invited to participate in a subsequent RFP process; Means a firm or consortium of firms who submit qualifications in response to DPT VANTAGE APTS Respondent, Team, or Proposer this RFQ MISSION SOLAR RFP Means the request for proposals issued to Qualified Respondents

RFQ Means this request for qualifications PRESA STREET Means the Qualified Respondent selected by the selection committee as a Selected Bidder result of a competitive procurement to enter into a development agreement for the Development Means Jones Lang LaSalle Americas, Inc, a wholly owned subsidiary of Jones JLL Lang LaSalle Incorporated. (NYSE: JLL)

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8 | Brooks Senior Living Community RRQ | San Antonio, Texas Brooks Senior Living Community RFQ | San Antonio, Texas The Location San Antonio Located along the Interstate 35 Corridor, the San Antonio-New Braunfels Metropolitan Area (“San Antonio Metro”) is an eight- county region that is home to over 2.4 million people. Founded 300 years ago as a trading post and settlement of five Spanish missions, the city of San Antonio is the seventh largest city in the nation and is home to a diverse and stable economy that features a strong presence in industry sectors such as military/defense, financial services, healthcare, advanced manufacturing, logistics/ distribution, IT & cybersecurity, and biosciences. San Antonio is strategically located along Interstate 35, a major highway artery connecting Mexico and Canada throughout the central United States, serving as one of the primary transportation thoroughfares for North American Free Trade Agreement (“NAFTA”). Additionally, 48% of the nation’s $900 billion in NAFTA trade either originates or is destined for Texas, and a vast majority of this trade travels through the San Antonio-Austin I-35 Corridor. The San Antonio- Austin I-35 Corridor is also commonly referred to as the “the busiest inter-metro Interstate in Texas, and the Corridor is expected to increase its population by 1.4 million by 2030.”

San Antonio is also located in the world renowned “Texaplex” or the “Texas Triangle,” the region formed by Dallas/Fort Worth to the north, Houston to the southeast, and San Antonio to the southwest. Although containing a quarter of the state’s landmass, the region is home to nearly 75% of Texas’ total population, with 52 Fortune 500 companies calling the area their home. With a pro-growth tax policy offering no state income tax, business friendly laws and regulations, and affordable housing, the Texaplex is becoming a primary destination for relocating companies drawn to the area’s friendly business climate. The Texaplex is forecasted to increase its population by more than 3.5 million people by 2030, making the region one of the most attractive regions in the nation for real estate investors.

San Antonio has been home to a consistent military presence in its 300-year history, and is commonly referred to as Military City USA®. The San Antonio Metro is home to the Joint Base San Antonio (“JBSA”), a combination of Fort Sam Houston, Randolph Air Force Base, and Lackland Air Force Base, resulting in one of the nation’s largest active and retired military populations. However, the San Antonio Metro’s economy has expanded well beyond its proud military tradition, and now multiple major corporations are either headquartered or have significant operations in San Antonio including: USAA, Clear Channel Communication, Toyota Motor, H-E-B, Valero Energy, NuStar Energy, and much more.

Fastest 2.4MM 1 MM 7th Growing People - Metro Largest City in City in the Nation Total Metro Population America - Year Ending Population Growth by 2040 July 2017

JLL | 9 Metro overview

NO. OF EMPLOYER SECTOR EMPLOYEES Economy Lackland Air Force Base Military 37,000 Fort Sam Houston Military 32,000 H-E-B Supermarket Chain 20,000 The San Antonio Metro’s Gross Domestic USAA Financial Services 18,305 Product is approximately $109 billion as Randolph Air Force Base Military 11,000 of 2016, increasing by 30% over the last Methodist Healthcare System Healthcare 9,620 five years, ranking fourth among the 100 City of San Antonio Government 9,145 largest metros in the nation. As of April Baptist Health System Healthcare 6,383 Wells Fargo Financial Services 5,073 2018, the unemployment rate is 3.1%, far Harland Clarke Managed Services 5,000 outperforming both the state and national JP Morgan Chase Financial Services 5,000 average. Additionally, employment grew Andeavor Oil & Gas 5,000 by 1.8% for the year ending March 2018, Cullen / Frost Bankers Financial Services 3,982 driven primarily by the construction; trade, Bill Miller Bar-B-Q Restaurant 3,540 transportation, & utilities; and leisure & Rackspace Information Technology 3,300 hospitality sectors. CPS Energy Utilities 3,022 Toyota Auto Manufacturing 2,900 Clear Channel Communications TV & Radio 2,800 Southwest Research Institute Applied Research 2,715 Valero Energy Oil & Gas 1,653 Source: San Antonio Economic Development Foundation

3.1% 18,800 88.1 $109B Unemployment Jobs Annual Job Cost of Living Metro Gross Rate Growth through Index Domestic March 2018 Product

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Military

San Antonio is known as Military City USA®, with multiple nearby military bases producing a statewide economic impact of approximately $49 billion per year. JBSA consists of Fort Sam Houston, Randolph Air Force Base, Lackland Air Force Base, and Camp Bullis, and supports nearly 300,000 jobs.

Randolph AFB Fort Sam Houston

Headquarters for Air Education and Brooke Army Medical Center, Institute of Training Command and the Air Force Surgical Research, Defense Medical Read- Military Personnel Center iness Training Institute

Lackland Air Force Base Camp Bullis

Air Force Basic Training and headquarters Provides Base Operations Support and for Air Force Intelligence Agency Training Support to JBSA

77,659 $48.7B 283,000 $28.8B Direct Economic Direct and Gross Domestic Employment Impact Indirect Product Employment

JLL | 11 Metro overview

Tourism

In May 2018, the City of San Antonio will celebrate its tri-centennial, and the city’s ranking as a world-class tourism and leisure destination will amplify the celebration.

RIVERWALK THE ALAMO

The Riverwalk is a network of walkways Visited by over 2.5 million people annually, along the banks of the San Antonio River, the Alamo is the second most visited and is the state’s top tourist attraction. tourist attraction in Texas. Lined by hotels, restaurants, music venues, shops and cultural destinations, the Riverwalk is visited by millions of people each year.

SIX FLAGS FIESTA TEXAS SEAWORLD SAN ANTONIO

Six Flags Fiesta Texas is the major A 250-acre marine mammal park, entertainment component of USAA’s La oceanarium, and animal theme park, Cantera master-planned development in SeaWorld San Antonio is the largest park northwest San Antonio. The development in the national SeaWorld chain. also features an upscale 1.3 million square-foot open-air regional shopping center, the Westin La Cantera Resort and Spa, and two world-class golf courses.

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Sports & Leisure

San Antonio has a variety of professional teams, collegiate sports, and many championship golf courses. Some of the notable professional franchises and sport venues include:

San Antonio Spurs NBA franchise San Antonio Rampage American The Alamodome is a 65,000-seat venue was founded in 1967 and has won Hockey League franchise has won that hosts the NCAA Men’s Basketball five NBA Championships (1999, four titles and plays in the AT&T tournament, concerts, and the NCAA 2003, 2005, 2007, and 2014). Center. Alamo Bowl, among many other events.

The San Antonio FC soccer franchise San Antonio Missions AA baseball The AT&T Center is a 19,000-capacity was founded and made its debut in franchise was founded in 1888 and venue that is home to the San Antonio the United Soccer League in 2016. has won 13 titles. Spurs and the San Antonio Rampage and hosts multiple concerts and entertainment events.

JLL | 13 Metro overview

Education

Fourteen colleges and four-year universities are located within the San Antonio metro, offering degrees in all major fields, with enrollment in excess of 115,000 students. The University of Texas at San Antonio is the largest, with a student body of over 30,000 undergraduate and graduate students. Texas A&M University-San Antonio, another growing presence in San Antonio’s higher education market, opened a new campus over the last few years, and enrollment is projected to top 25,000 by 2025.

2017 COLLEGES & UNIVERSITIES ENROLLMENT 1. University of Texas San Antonio (UTSA) 30,674 2. San Antonio College 20,638 3. Northwest Vista College 16,656 4. St. Philip's College 11,198 5. Palo Alto College 8,671 6. University of the Incarnate Word 6,445 7. Northeast Lakeview College 5,137 8. Texas A&M University San Antonio 6,546 9. University of Texas Health Science Center 3,130 10. Trinity University 2,430 11. St. Mary's University 2,298 12. Wayland Baptist University (SA Campus) 1,763 13. Our Lady of the Lake University 1,528 14. Texas Lutheran University 1,400

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Healthcare

San Antonio is home to a dominant healthcare industry with the presence of nationally recognized healthcare systems, highly regarded research institutions, and prominent national healthcare corporations. The industry includes both direct and indirect services including hospitals, physician offices, nursing homes, insurance carriers, pharmaceutical corporations and medical equipment producers.

HEALTHCARE PROVIDERS NO. OF BEDS

Methodist Hospital and Methodist Heart Hospital 685 Christus Santa Rosa Hospital 668 Baptist Medical Center 627 Methodist Specialty and Transplant Hospital 379 Southwest General Hospital 327 Metropolitan Methodist Hospital 326 Nix HealthCare System 297 St. Luke's Baptist Hospital 295 Northeast Baptist Hospital 291 North Central Baptist Hospital 280 Christus Santa Rosa Children's Hospital 244 Methodist Children's Hospital 190 Northeast Methodist Hospital 179 Christus Santa Rosa Medical Center Hospital 178 Christus Santa Rosa – Westover Hills 150 Southeast Baptist Hospital 133 Methodist Texan Hospital 120 Healthsouth Rehabilitation Institute of San Antonio 108 Warm Springs Rehabilitation Hospital 65 Southwest Mental Health Center 52 Methodist Ambulatory Surgery Hospital – Northwest 31 HIS Hospital at San Antonio 30 TOTAL 5,816

JLL | 15 Metro overview

Other Notable Highlights

Information Technology

34,000 IT professionals employed $10 Billion economic impact Over 1,000 IT firms in the area

New Energy

Home to CPS Energy

$1.4 Billion economic impact 900 people employed $200 million in educational and capital investment

Bioscience/Healthcare

$37 Billion economic impact $8.9 Billion in wages and salaries with over 172,000 employees Employs 1 OUT OF 6 in the San Antonio workforce

Aerospace/Aviation

Grown by 400% in the last 25 years

Employs over 13,000 people

Financial Services

Employs over 60,500 people Home of USAA ranked 100 on the Fortune 500

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Infrastructure

San Antonio is easily accessible, due to its airport, highway, rail, and public transit infrastructure. The city’s strategic location also means that over 50% of goods which move between Mexico and the United States travel through San Antonio. Importantly, Port San Antonio (Free Trade Zone (“FTZ” )and intermodal facility) has become a vital and growing international trade asset.

SAN ANTONIO INTERNATIONAL AIRPORT Commercial air travel is supported by San Antonio International Airport (SAT), which is the primary commercial aviation hub for south central Texas.

• 9.1 million passengers per year HIGHWAYS • Serviced by 12 airlines • Non-stop service to 53 destinations, including 4 cities in Mexico • Opened $134MM Terminal B in 2011 • $815MM available to expand Terminal A, deliver Terminal C (in 2020), and increase passenger capacity by nearly 20% by 2021

PUBLIC TRANSPORTATION

9.1 MM Airlines $1.1 B Passengers in American, Delta, Economic Impact 2017 United, Southwest, – SAT and Stinson AeroMexico, and Air Municipal Airport Canada

PORT SAN ANTONIO Port San Antonio is a master-planned, 1,900-acre RAIL SERVICE PROVIDERS intermodal facility located in the converted Kelly Air Force Base. Some of the Port San Antonio highlights include:

• Hosts 80 employers • Airport with a 11,500 foot runway, accessible by two railroads • Connectivity to three Interstate Highways: I-35, I-10, and I-37 • 350-acre rail serviced site • Designated a FTZ

JLL | 17 Metro overview

Demographics

1 MILE 3 MILES 5 MILES

Population 2017 6,853 66,819 187,219 2022 Projected 7,268 71,440 200,315 Growth 2017-2022 6.06% 6.92% 7.00%

Households 2017 2,471 22,949 61,734 2022 Projected 2,630 24,537 65,994 Growth 2018-2023 6.43% 6.92% 6.90%

Average Household Income 2017 $44,814 $48,710 $48,470 2022 Projected $51,135 $54,969 $55,718

18 | Brooks Senior Living Community RRQ | San Antonio, Texas Market01 Dynamics Market dynamics

Office Market

NOTABLE LEASES SIGNED IN THE YEAR ENDING 1Q 2018 - SOUTH SUBMARKET BUILDING SF TENANT NAME

2601 Louis Bauer 77,648 N/A 8005 Outer Circle Rd 25,784 N/A 7719 IH-35 S 16,704 N/A Brooks Medical Plaza 8,062 N/A Southwest Medical Office Building 7,599 SNG San Saba/ Barlite Dialysis Centers 2675 Flight Nurse 5,000 Water 2 Wine Southwest Medical Office Building 4,186 N/A Southwest Medical Office Building 3,852 JDTM Ventures, LLC 311 N Frank Luke Dr 3,757 N/A 7003 S New Braunfels Ave 2,984 N/A 7127 Somerset Rd 2,900 N/A 7003 S New Braunfels Ave 1,826 River City Cardiovascular

SAN ANTONIO MARKET SOUTH SAN ANTONIO SUBMARKET CLASS A CLASS B CLASS C TOTAL CLASS A CLASS B CLASS C TOTAL

Occupancy 86.0% 91.5% 92.9% 90.6% 96.6% 90.1% 90.3% 90.6% Rental Rate (PSF) $25.42 $19.93 $16.18 $21.12 $23.72 $18.21 $14.21 $16.97 # of Buildings 130 1,751 2,107 3,988 2 73 209 284 YTD Net Absorption (148,270) 78,839 (106,972) (176,403) 2,658 (17,290) (11,996) (26,628) Total RBA (SF) 16,905,200 45,099,918 15,936,847 77,941,965 157,688 1,548,969 1,282,160 2,988,817 Under Construction (SF) 1,016,538 497,555 0 1,514,093 156,442 20,000 0 176,442 Source: Costar 1st Quarter 2018 Report

NOTABLE CONSTRUCTION PIPELINE & RECENT DELIVERIES SOUTH SAN ANTONIO SUBMARKET OCCUPANCY/ DATE OF BUILDING SF STATUS PRE-LEASE % DELIVERY

Project Tech at Port San Antonio 90,000 6.9% Completed 2Q 2018

3.7% 1 MM SF 1.8% 3.7% Rent Growth in 12 Absorbed in 12 Months Rental rates decrease in vacancy in Months – San Antonio – San Antonio Metro increased Y-O-Y - last 12 months - South Metro South Submarket Submarket

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Retail Market

TOTAL SAN ANTONIO RETAIL MARKET STATISTICS

TOTAL NET DELIVERIES UNDER CONSTRUCTION ASKING PERIOD # OF BLDGS RENTABLE SF VACANCY ABSORPTION # OF BLDGS TOTAL SF # OF BLDGS TOTAL SF RENTAL RATES 2018 Q1 13,181 132,691,729 3.70% 193,911 13 109,571 56 1,040,063 $14.54 PSF 2017 13,171 132,630,523 3.80% 802,724 70 880,756 47 948,784 $14.64 PSF 2016 13,102 131,828,471 3.90% 2,915,756 83 1,805,426 60 728,901 $14.38 PSF 2015 13,018 129,992,820 4.80% 1,949,301 60 1,047,852 53 1,430,109 $14.04 PSF 2014 12,948 128,507,198 5.20% 2,667,780 89 2,123,419 49 1,185,081 $14.15 PSF 2013 12,846 126,090,769 5.50% 1,853,614 71 1,575,371 84 2,155,280 $14.60 PSF 2012 12,764 124,443,265 5.70% 1,958,156 77 1,117,559 46 907,461 $14.08 PSF

1Q 2018 SOUTH SUBMARKET BY SECTOR 1Q 2018 SUBMARKET OVERVIEW TOTAL QUOTED SAN RENTABLE 1Q 2018 1Q 2018 SF UNDER RENTAL RATES ANTONIO SOUTH SF VACANCY ABSORP. DELIV. CONST. (NNN) Buildings 13,181 2,433 General Retail 9,929,753 2.10% -6,618 7,489 144,750 $8.79 PSF Total Rentable SF 132,691,729 16,573,645 Mall 1,221,738 0.50% 0 0 0 $24.53 PSF Vacant SF 4,966,292 471,760 Vacancy 3.70% 2.80% Power Center 967,798 5.30% 10,417 0 0 $23.08 PSF Net Absorption 193,911 36,291 Shopping Center 4,454,356 4.50% 32,492 0 10,690 $16.00 PSF Under Construction SF 1,040,063 155,440 Asking Rental Rates/SF Micro Market Total 16,573,645 2.80% 36,291 7,489 155,440 $11.85 PSF $14.54 $11.85 (NNN)

SELECT UNDER CONSTRUCTION PROPERTIES AND YEAR-TO-DATE DELIVERIES OCCUPIED/ ASKING RENTAL CONSTRUCTION DELIVERY LEASING LOCATION SIZE (SF) DEVELOPER PRELEASED RATE START DATE COMPANY

Dollar General #18055 7,489 100% N/A 3Q 2017 1Q 2018 N/A N/A Port San Antonio - 638 133,875 0% $5.50 3Q 2017 2Q 2018 Cavender & Hill Peloton Commercial Davy Crockett Properties, Inc. Real Estate

3.7% 193,911 SF 93,743 SF 5.0% Vacancy Decrease - Positive Net Absorption Net Absorption in year Vacancy has San Antonio Metro in 1Q 2018 - San Antonio ending 1Q 2018 - South remained below Metro Submarket 5% since late 2012 - South Submarket

JLL | 21 Market dynamics

Industrial Market

SAN ANTONIO INDUSTRIAL MARKET STATISTICS

TOTAL NET DELIVERIES UNDER CONSTRUCTION ASKING PERIOD # OF BLDGS RENTABLE SF VACANCY ABSORPTION # OF BLDGS TOTAL SF # OF BLDGS TOTAL SF RENTAL RATES 2018 Q1 4,837 129,349,903 5.90% 293,179 4 121,116 26 1,736,594 $6.60 PSF 2017 4,833 129,228,787 6.10% 692,901 20 1,088,379 27 1,741,013 $6.32 PSF 2016 4,808 127,784,714 5.50% 2,226,567 35 2,665,327 21 1,194,425 $6.16 PSF 2015 4,773 125,703,329 5.80% 2,500,656 30 704,516 25 2,326,801 $5.90 PSF 2014 4,738 124,272,047 6.70% 1,650,260 40 2,136,201 21 1,198,733 $5.92 PSF 2013 4,691 121,659,675 6.00% 1,846,533 29 1,568,688 32 2,516,423 $5.66 PSF 2012 4,655 119,902,436 6.20% 3,691,281 40 1,681,801 32 2,737,030 $5.36 PSF

1Q 2018 SOUTH SUBMARKET BY SECTOR 1Q 2018 SUBMARKET OVERVIEW TOTAL SAN RENTABLE 1Q 2018 1Q 2018 SF UNDER QUOTED ANTONIO SOUTH SF VACANCY ABSORP. DELIV. CONST. RENTAL RATES Buildings 4,837 550 Flex Market 469,978 6.90% -14,479 0 0 $9.36 PSF Total Rentable SF 129,349,903 21,494,950 Vacant SF 7,670,015 892,740 Warehouse Market 21,024,972 4.10% 81,762 0 79,750 $6.49 PSF Vacancy 5.90% 4.20% Net Absorption 293,179 67,283 Submarket Total 21,494,950 4.20% 67,283 0 79,750 $6.60 PSF Under Construction SF 1,736,594 79,750 Quoted Rental Rates/SF $6.60 $6.60

SELECT UNDER CONSTRUCTION INDUSTRIAL PROPERTIES OCCUPIED/ ASKING RENTAL CONSTRUCTION DELIVERY LEASING LOCATION SIZE (SF) DEVELOPER PRELEASED RATE START DATE COMPANY

Port San Antonio - 639 79,750 0.0% $12.00 3Q 2017 2Q 2018 Cavender & Hill Peloton Commercial Billy Mitchell Properties, Inc. Real Estate Brooks Industrial One - 350,000 0.0% N/A 2Q 2018 2Q 2019 Industrial Group Brooks Development Goliad Road & City Base Southwest Authority and Landing Industrial Group Southwest

5.9% 293,179 SF $6.60 PSF 487,976 SF Vacancy Decrease in Absorbed in 12 Historically high rental Net Absorption in year 1Q 2018 - San Antonio Months – San rates with 18% rental ending 1Q 2018 - South Metro Antonio Metro growth Y-O-Y - South Submarket Submarket

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Apartment Market

SAN ANTONIO APARTMENT MARKET 1Q 2018 YTD NET YTD ASKING ASKING 2018 PROJECTED ABSORPTION NEW RENTAL RATES RENTAL RATES DELIVERIES OCCUPANCY (UNITS) SUPPLY (UNITS) ($/UNIT) ($/SF) (UNITS) SAN ANTONIO 92.1% 4,704 992 $1,349 $1.49 5,692 SOUTH SUBMARKET 92.1% 343 N/A $1,353 $1.57 526 Source: Axiometrics

SOUTH SAN ANTONIO APARTMENT MARKET - SELECT RECENT DELIVERIES AND UNDER CONSTRUCTION PROPERTIES TOTAL AVG UNIT DATE BUILT / TO AVG ASKING AVG ASKING PROPERTY NAME TOTAL SF OCCUPANCY STATUS UNITS SIZE (SF) BE DELIVERED RENT ($/UNIT) RENT ($/SF)

The Kennedy at Brooks 304 314,130 1027 3Q 2017 91.0% $1,331 $1.30 Lease up

Vantage Apartments 288 224,783 780 4Q 2016 93.0% $1,030 $1.32 Complete

Aviator at Brooks City Base 280 280,000 767 4Q 2016 86.4% $955 $1.26 Lease up

The Flats at Big Tex 336 331,228 848 2016 83.0% $1,641 $1.93 Complete

Southtown Flats 229 220,000 845 2016 71.0% $1,625 $1.92 Complete

Mission Escondida 360 300,000 837 3Q 2018 N/A N/A N/A Under Construction

2450 Roosevelt Artist Studios 69 60,000 870 4Q 2018 N/A N/A N/A Under Construction

1334 S Flores St 294 N/A N/A N/A N/A N/A N/A Planning

Source: Axiometrics

2.0% 1.6% $1.57 PSF 1.8% Annual effective 2018 annual effective Average asking rent for 2018 annual effective rents grew in 1Q18 - rent growth forecast - new lease-up properties rent growth forecast - San Antonio Market San Antonio Market - South Submarket South Submarket

JLL | 23 Site Information Brooks Senior Living Community RFQ | San Antonio, Texas Site Information The Brooks Senior Living Community will be developed on the Brooks campus, a 1,300-acre community where more than 3,000 people live, work, learn, play and stay. It offers family-friendly open space, nearby access to the San Antonio River and the Republic Golf Course, a wide array of retail and dining options, and a growing hub of businesses from San Antonio’s major industries. With easy access to major highways and a short 10-minute drive to downtown, Brooks offers residents and businesses alike a truly live, work, learn and play environment.

The Brooks campus currently has approximately 750 acres of land available for development, which means there are multiple sites that could be developed for a senior living community.

More specific information regarding potential development sites on Brooks will be forthcoming at the RFP stage.

REAL ESTATE TAX EXEMPTION BDA is a Texas Defense Base Development Authority and Political Subdivision of the state of Texas as authorized by Chapter 379 (b) of the Texas Local Government Code

Under current law, the Brooks’ property (land and improvements) is exempt from ad valorem taxes, so long as BDA retains fee title. This ad valorem tax exemption can be of benefit to BDA’s development partners, investors and lenders.

If the Selected Respondent prefers to retain the property tax exemption, BDA can partner with the Selected Respondent on the Development. In this scenario, BDA has the legal authority to participate in limited liability partnerships and LLCs. Therefore, BDA can form a Special Purpose Entity (SPE) and lease the land and improvements associated with the Development to the SPE. BDA would retain fee title to the land and improvements, preserving the tax exemption.

The SPE would be the borrowing entity and would pledge its leasehold estate to the Lender. In the event of a foreclosure, the lender would step into the leasehold estate. So long as BDA retains the fee title to the property, the tax exemption should remain.

BDA’s real estate tax exemption offers a unique cost saving advantage for the Development.

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JLL | 25 Development Vision Brooks Senior Living Community RFQ | San Antonio, Texas Development Vision Development Vision BDA has undertaken a number of planning initiatives specific to Brooks with the intention of creating a framework that will advance, among other principles, the following:

1. Continue to attract high wage employers while supporting the employment needs of the surrounding community.

2. Develop an urban community that utilizes smart innovation and establishes Brooks as a preferred San Antonio destination.

3. Attract high-profile events that brand Brooks as a dynamic and energetic place to be.

4. Become the principle economic development entity for the Brooks region by partnering with key stakeholders.

DEVELOPMENT VISION GUIDANCE Design concepts for the Brooks campus are outlined in the Design Guidelines + Development Standards available on the project website. Respondents will not be required to deliver designs with the RFQ submission. However, Respondents must demonstrate an understanding of the design guidelines and development standards and illustrate the ability to execute on large-scale development projects that contribute, at the site level, to the goals and objectives outlined.

BROOKS DEVELOPMENT INCENTIVES BDA is a public-private development, which creates opportunity for unique incentives and partnerships that are simply not available in other locations.

Tax-Free Land. The campus is exempt from property tax so long as BDA retains fee simple title to the property. Brooks works with developers to build projects that take maximum advantage of this benefit.

Flexible Financing. As the owner and potential co-developer, BDA can structure project financing in a variety of ways, ensuring a project structure that makes the most financial sense for each project.

Build-to-Suit. Brooks offers over 750 acres of land for development.

Established design and development standards. The Brooks design and development standards create a clear strategy for development on the campus, which gives an added layer of confidence to new project development.

JLL | 27 Development vision

Brooks Master Plan

The Brooks Master Plan provides a framework for prioritizing and balancing demands and opportunities and evaluating future development projects to achieve a stronger economic base and a more unified community. The plan breaks the campus into three districts, each with a unique purpose and character, that combined offer over 750 acres of space for multiple uses and redevelopment, complementing the existing development.

District A brings people and amenities together with retail, The University of Incarnate Word School of Osteopathic Medicine, The Greenline, an urban linear park with hike and bike trails, and a town center with a full-service hotel as the anchor. This area is ideal for properties that want the highest level of exposure.

District B incorporates residential, office parks, Mission Trail Baptist Hospital, medical office space, parks and retail.

District C is the hub of economic development on the campus and includes nearly 300 acres of land available to light industrial or commercial prime employers. Choice employers have the space to build and breathe while enjoying the nearby amenities provided in Districts A and B.

28 | Brooks Senior Living Community RRQ | San Antonio, Texas Submission Requirements Submission requirements Submission Requirements This RFQ is open to prospective Respondents who seek qualification to develop a senior living community on the Brooks campus. Qualifications will be based upon a determination by the evaluation team, in its sole discretion, that the Respondent meets the requirements and criteria outlined in this RFQ. Upon receipt, all RFQ submissions will be reviewed for completeness and compliance with the submission requirements stipulated herein.

After verification of compliance, the evaluation team will assess each Respondent’s qualifications in the areas of technical capability and financial capability in accordance with the standards and criteria set forth in this RFQ.

Respondents are sought that have the demonstrated experience and capability to deliver a development profile that includes senior living communities and features high quality construction standards.

DEADLINE FOR SUBMISSION Responses to this RFQ must be received by 10:00 am (CST) on the date outlined in the RFQ Timeline located on the inside cover of this document. Only complete responses delivered before said deadline will be accepted. Submissions will not be accepted after this deadline. Submissions transmitted by fax or email will not be accepted under any circumstances.

DELIVERY OF RESPONSES 1. Each Respondent must submit:

• One (1) bound hard copy of the proposal. The original set of documents must be signed by a person with the authority to bind the Respondent to a legal document; and

• One (1) USB drive containing the proposal (It is the responsibility of the Respondent to ensure that the USB drives are readable and not corrupt).

2. The RFQ must be submitted in a sealed envelope prior to 10:00 am (CST) on the date outlined in the RFQ, marked as follows:

Brooks Proposal #08172018-005 Attn: Lucynda Massey Procurement Manager 3201 Sidney Brooks San Antonio, TX 78235

COMMUNICATIONS & CLARIFICATIONS Prospective Respondents requiring additional information or desiring clarifications with regard to this RFQ must present an emailed written request for clarification to the BDA’s POC by the date outlined in the RFQ. Any such request for clarification must be received by 10:00 a.m. (CST) on the date outlined in the RFQ Timeline located on the inside cover of this document. Please do NOT contact any officials or related parties of BDA or any of their vendors or advisors.

Responses to RFQ Questions, as well as additional interpretations, corrections, provisions, or amendments to the RFQ, will be posted to the project website by the date outlined in the RFQ Timeline located on the inside cover of this document. Any clarification, addendum or amendment issued by BDA shall be incorporated by reference into this RFQ and must be taken into account by each Respondent in preparation of its response. Only written notices duly issued by BDA shall constitute binding revisions to this RFQ.

30 | Brooks Senior Living Community RRQ | San Antonio, Texas Brooks Senior Living Community RFQ | San Antonio, Texas

Prospective Respondents may only direct questions by email to the BDA’s POC and any attempt to arrange individual meetings with BDA staff to discuss this RFQ during the Submission Requirements procurement period will result in the disqualification of the Respondent. Prospective Respondents are advised that no oral interpretation, information or instruction by any officer, employee or advisor of BDA shall be binding upon BDA.

TEAMING BDA aspires to work with diverse and inclusive development teams. Further, due to the nature of the desired development profile for the site, for the purposes of this procurement and subsequent execution of any contractual agreements, an individual or company, together with other individuals and/ or companies, may form a Bidding Consortium (“Team”).

Individuals or companies who are interested in participating on a Team, and who would like their contact information to be made available to other interested respondents for the purpose of forming a Team, may submit a request to the BDA’s POC to have their contact information posted on the project website.

LEADER DESIGNATION In the event a response is submitted by a consortium, the Team should designate one of its members as the Leader (“Lead Member”). The Lead Member shall act as the point of contact for the Team and shall be authorized by all other Consortium members to act on their behalf for purposes of the procurement.

EXCLUSIVITY An individual or company may be included on more than one Response. However, an individual or company who has been designated as Lead Member on a response may not participate on any other Respondent Team.

CONFLICT OF INTEREST Respondents are required to disclose information relating to their business dealings with BDA and/ or the Brooks Campus, including affiliations and business and financial relationships that they may have with BDA and BDA officials. Respondents are required to complete and submit the ‘Conflict of Interests Statement’ form provided on the project website.

JLL | 31 Submission requirements

Requirements of the Response

Respondents must include all information stipulated in this RFQ. Responses should follow the format outlined herein. Responses should be prepared simply and economically, providing a straightforward and concise description of the Respondent’s relevant experience and qualifications. In order to ensure a uniform review process and to obtain the maximum degrees of comparability, the Response should be organized in accordance with the following:

1. Cover Letter (2 page maximum)

2. Table of Contents

3. Executive Summary

4. Description of Respondent Organization

a. Description of Respondent: Includes a description of d. Controlling Interest: Identify the individuals or the Team, including a description of all Team Members companies who hold a major or controlling interest and the anticipated legal relationship (governance in each Team Member, as well as the anticipated and capital structure). All anticipated equity investors controlling interest in the Team. and shareholders should be identified, as should key contractors and service providers. e. L ead Member: Identify the Lead Member of the Team, identifying its experience in successfully leading b. Basic Information: Basic information regarding Teams on projects similar to that envisioned for the individual Team Members, such as legal structure, Brooks Senior Living Development. service offerings, financial standing, etc. f. Expected Advisors: Identify the companies and c. Role of Team Members and identification of key individuals who are expected to act as legal, financial personnel: Please ensure that all the requirements or other advisors for the Team. addressed in the ‘Eligibility Criteria’ section are addressed. g. Designated Representative: Provide a single contact person for all future communications relating to this procurement. Please identify the contact person’s name, title, organization, address, telephone number, and email address.

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5. Past Performance on Comparable Projects

Respondent’s qualifications should demonstrate expertise, experience, and financial capacity in the delivery of projects that compare to the project elements outlined in the ‘Development Vision’ section. Respondents should provide illustrative materials for comparable projects of the last 10 years. For each project, Respondents should include, at a minimum:

a. Name and location of project; f. Project timeline, ranging from initial planning to land acquisition to construction completion; b. Development Team members, including lead private entity(ies), project architect, general g. Summary of the marketing strategy and specific results of contractor, lender(s) and equity provider(s); those efforts, including names of entities attracted;

c. Development scope (land area, gross square h. Site plan, photographs, project renderings; footage by program/product type, construction type(s); i. Evidence of design excellence and inclusion of sustainable design features; and d. Development costs (hard costs soft costs, fees), excluding land costs; j. Statement of how the project compared to the Development Vision contemplated herein. e. Development Financing;

Respondents should provide the status of any current projects that may compete with the Brooks Senior Living project.

6. Financial Criteria

Respondents should address the following areas with respect to financial capability:

a. Financial Capacity: Respondents must demonstrate their financial capacity to finance a similar senior living project. Team Members should provide enough financial information to demonstrate that they have the financial resources required to successfully execute a project of this nature and scope.

b. Ability to Raise Financing: Respondents must state whether they have the ability to attract equity financing for this project, or if they plan to co-develop the project with the BDA. If the Respondent will raise their own financing, the Respondent must provide specific evidence demonstrating their ability to raise financing for a project of this nature and scope. Specific factors that should be assessed include.

I. Capability of raising debt and equity in the current capital/credit market;

II. Experience financing recent transactions;

c. Statements regarding the Respondent’s financial credit worthiness and past development experience which can be verified, including the names and addresses of at least three commercial or institutional credit references and a letter authorizing each credit reference to respond to inquiries from BDA and JLL.

JLL | 33 Evaluation Criteria Brooks Senior Living Community RFQ | San Antonio, Texas Evaluation Criteria Generalities A Qualified Respondent must have direct experience with the successful delivery of senior living projects.

BDA aspires to work with diverse and inclusive development teams that have a clear understanding of the evolving demographics of the Brooks campus as well as the region, state, and nation, and who can demonstrate this understanding in the assembled Team.

In the event that a Respondent is a Team, said Team must evidence that it satisfies all eligibility criteria. The capabilities of each Team Member shall be assessed to determine whether their combined qualifications meet the eligibility criteria set forth herein.

PAST PERFORMANCE The evaluation of past performance will address whether the Response adequately demonstrates:

a. Ability to successfully plan, finance, and construct senior living development projects;

b. Delivery of high quality design standards that create distinctive and unique places; and

c. Ability to integrate high quality public open and park spaces.

FINANCIAL CAPABILITY The evaluation of financial capabilities will address whether the Response adequately addresses financial capability requirements with respect to the following areas:

a. Financial capacity;

b. Ability to raise financing; and

c. Verification of credit worthiness and past development experience

SMALL BUSINESS ECONOMIC DEVELOPMENT ADVOCACY PROGRAM (SBEDA) It is the policy of the BDA to encourage involvement of qualified Small, Woman, Minority-Owned Business Enterprises (SWMBE) and Local Business Enterprises in soliciting and awarding competitive contracts in accordance with the specific goals adopted by the BDA Board of Directors.

Brooks has established the following overall contracting goals:

a. SBE (Small Business Enterprise) 50%

b. MBE (Minority Owned Business) 31%

c. WBE (Women-Owned Business) 10%

d. AABE (African-American Owned Business) 2.2%

Further details of the BDA’s SBEDA program are posted on the project website.

JLL | 35 Evaluation criteria

Evaluation Procedures

EVALUATION OF RESPONSES The Responses to the RFQ will be reviewed and evaluated by an Evaluation Team according to the requirements and criteria outlined in this RFQ. Each Response will be reviewed to determine whether it is responsive to the submission requirements. BDA reserves the right to reject any or all proposals and reserves the right to issue a subsequent RFQ or cancel the entire RFQ process. BDA reserves the right to contact any Respondent for clarification after responses are opened and/or to further negotiate with any Respondent if such clarification is deemed desirable by the BDA. BDA reserves the right to evaluate responses submitted, to waive any informalities and irregularities therein, or to reject any or all submittals should it be deemed in the BDA’s best interest. BDA reserves the right to negotiate with any, all or none of the Respondents.

NOTIFICATIONS Short-listed Qualified Respondents shall be invited to participate in further due diligence and to respond to a RFP for Development of the Brooks Senior Living Community, if issued.

ANTICIPATED TIMELINE Although not binding, the RFQ Timeline located on the inside cover of this document outlines the anticipated procurement schedule for the transaction. The timing and the sequence of events resulting from this RFQ may vary and shall ultimately be determined at the sole discretion of the BDA.

BDA reserves the right to modify or terminate this solicitation at any stage if it determines this action to be in its best interests (as outlined above). The receipt of proposals or other documents at any stage of either the RFQ or the RFP process will in no way obligate BDA to enter into any contract of any kind with any party.

SOURCE: JLL RESEARCH

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Conditions for Respondents

PROPRIETARY INFORMATION All Proposals and any related documents received in response to this RFQ shall become the property of the BDA without any restriction on usage and are non-returnable. Respondent may maintain a copy of any such material for their records. BDA shall own the entire copyright of whatever nature or extent and in all media whatsoever to any documents (records) produced through the expenditure of public funds as provided by Section 201.005, Texas Local Government Code.

Respondent acknowledges that all information submitted to the BDA in response to this RFQ is subject to the Open Meeting Act, Texas Government Code 551, as amended and the Texas Public Information Act, Texas Government Code, Chapter 552. All responses become the property of the BDA upon receipt and will not be returned. Any information deemed to be confidential by the Respondent should be clearly noted on the page or pages where such confidential information is contained; however, BDA cannot guarantee that it will not be compelled to disclose all or part of said information as part of a public record under the Act, since information deemed to be confidential by the Respondent may not be considered confidential under Texas law.

All confidential information, which is clearly identified as such, shall to the extent permitted by law, be held in confidence and used only in the evaluation process for the RFQ, except as BDA is otherwise permitted by written instructions from the Respondent. Respondent shall be solely responsible for protecting their own trade secrets or confidential information and will be responsible for all costs associated with protecting such information from disclosure. BDA has no duty to defend proprietary information from any public records request. Upon receipt of a public records request pursuant to which BDA determines it must disclose information marked as “Confidential”, BDA shall first deliver a notice to the affected Respondent of its intent to disclose such information. The Respondent shall have a maximum of five business days to respond to pursue legal remedies to stop BDA’s release of the requested information. BDA may decide to publish and/or present the results of the RFQ process in appropriate professional circles, including trade journals and conferences.

LITIGATION STATEMENT Respondents are required to complete and submit the ‘Litigation Statement’ form provided on the project website.

JLL | 37 Evaluation criteria

Rights of Brooks Development Authority In connection with this procurement process, including the receipt and evaluation of Responses and any eventual transaction, BDA reserves to itself (at its sole discretion) all rights available to it under applicable law, including without limitation, with or without cause, and with or without notice, the right to:

a. Cancel, withdraw, postpone, or extend this g. Seek clarification from any Respondent to fully procurement, in whole or in part, at any time prior to understand information provided in the Response the execution of the transaction, without incurring and to help evaluate and rank the Respondents. any obligations or liabilities. h. Reject a Response containing exceptions, additions, b. Modify the procurement schedule. qualifications or conditions not called for in the RFQ or otherwise not acceptable to BDA. c. Waive deficiencies, informalities and irregularities in a Response. i. Conduct an independent investigation of any information, including prior experience, included d. Suspend and terminate the procurement process or in a Response by contacting references, accessing terminate evaluations of Responses received. public information, contacting independent parties, e.  Hold meetings and interviews, and conduct or any other means. discussions and correspondence, with one or j. Request additional information from a Respondent more of the Respondents to seek an improved during the evaluation of its Response. understanding of any information contained in a Response.

f. Seek or obtain, from any source, data that has the potential to improve the understanding and evaluation of the Response.

OBLIGATION TO KEEP RESPONDENT TEAM Intact Respondents are advised that all firms identified in the Response shall remain on the Team for the duration of the procurement process. If extraordinary circumstances require a change, it must be submitted in writing to the BDA’s POC. BDA may, at its sole discretion, determine whether to authorize a change, recognizing that certain circumstances may occur that are beyond the Respondent’s control. Unauthorized changes to the Team at any time during the procurement process may result in elimination of the Respondent from further consideration.

38 | Brooks Senior Living Community RRQ | San Antonio, Texas Brooks Senior Living Community San Antonio, Texas

Request for Qualifications BDA’s Point of Contact (POC)

LUCYNDA MASSEY Procurement Manager 210.678.3322 [email protected]