Pier 32 Gateway Village Marina & RV Resort

GB Capital Holdings, LLC

August 21, 2012 P i e r 3 2 G a t e w ay V i l l a g e Marina & RV Resort

GATEWAY VILLAGE MARINA • RV RESORT

SOIQ 12-13 NATIONAL CITY BAYFRONT MARINA DISTRICT VISION PLAN DEVELOPMENT OPPORTUNITY

Presented to: The San Diego Unified Port District & The City of National City

Presented by:

John A. and Beverley Beauchamp Grimstad

TABLE OF CONTENTS

Proposal Letter • Developers Registration and Authorized Signature

Lessee’s Questionnaire

• Method of Operation • Method of Financing • Estimate of Gross Receipt Development Plan • Development Team and Experience Statement • Terms and Conditions

Concept Development Plan

• Pier 32 RV Resort Gateway Village Marina & RV Resort Project Concept • Pier 32 RV Resort Economic Impact Report • Pier 32 RV Resort Project Costs • Pier 32 RV Resort Proforma

• Pier 32 RV Resort Financial Summary

Pier 32 Gateway Village Marina & RV Resort

SOIQ 12-13 Page 1 Pier 32 Gateway Village Marina & RV Resort

PROPOSED (SUB)LESSEE

1. Name of proposed (Sub)Lessee exactly as it will appear on the actual tenancy document:

PENDING – PIER 32 GATEWAY VILLAGE MARINA & RV RESORT, LLC

DBA PIER 32 RV RESORT, LLC

2. Mailing Address of proposed (Sub)Lessee for purposes of notice or other communication relating to the proposed tenancy:

4980 N. HARBOR DRIVE, SUITE 200

SAN DIEGO, CA 92106

Telephone No.:(619) 688-9217 Fax. No.: (480) 247-5663

E-mail Address: [email protected]

3. Billing Address (only if different from Mailing Address);

Telephone No.: Fax. No.:

4. Proposed (Sub)Lessee intends to operate as a: Sole Proprietorship ( ); Partnership ( ); Corporation ( ); Limited Liability Company ( X ); Other

Explain if necessary:

5. Effective date of assignment (complete only if applicable):

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PARTNERSHIP STATEMENT

If proposed (Sub) Lessee is a partnership, please answer the following:

1. Date of Organization:

2. General Partnership ( ) Limited Partnership ( ) Other ( ) Explain

3. Statement of Partnership recorded: Yes ( ) No ( )

Date Book Page County

4. Has the partnership conducted business in San Diego County?

Yes ( ) No ( ) If so, when?

If so, where?

5. Name, address, and partnership share of each general and limited partner. If a general partner is another partnership, a corporation, or a limited liability company (LLC), please complete separate pages 3; or 4 and 5; or 6, as appropriate for such entity (type proposed [Sub]Lessee name [from page 2] on the top of each page for identification purposes). If a limited partner holding a 10% or greater interest is another partnership, a corporation, or an LLC, pages 3; or 4 and 5; or 6 must also be completed for such entity (type proposed [Sub]Lessee name [from page 2] on the top of each page).

General/Limited Name Address Share %

6. Attach a complete copy of the Partnership Agreement. If a Partnership Agreement has been previously submitted, a new Partnership Agreement need be submitted only if the Partnership Agreement on file with the District is no longer current.

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CORPORATION STATEMENT

If proposed (Sub)Lessee is a corporation, please answer the following:

1. Type of corporation: C ( ) Subchapter S ( )

2. When incorporated?

3. Where incorporated?

4. Is the corporation authorized to do business in California? Yes ( ) No ( ) If so, as of what date?

5. The corporation is held: a. Publicly ( ) Privately ( ) b. If publicly held, how and where is the stock traded?

6. Please list the following: Authorized Issued Outstanding

a. Number of voting shares: ______

b. Number of nonvoting shares: ______

c. Number of shareholders: ______

d. Value per share of Common Stock: Par $ ______

Book $ ______

Market $ ______

7. Please furnish the name, title, address, and the number of voting and nonvoting shares of stock owned by each officer and, in addition, the same information for each stockholder owning more than 10% of any class of stock.

Name: Title: Address: No. of Shares:

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No. of Shares:

Name:

Title:

Address:

No. of Shares:

Name:

Title:

Address:

No. of Shares:

Name: ______

Title: Address:

No. of Shares:

(Additional page(s) may be added if needed to complete list of stockholders [type proposed (Sub)Lessee name (from page 2) on the top of each page].)

Any partnership, corporation, or LLC owning more than a 10% ownership interest must also complete separate pages 3; or 4 and 5; or 6, as appropriate for each entity (type proposed [Sub]Lessee name [from page 2] on the top of each page for identification purposes). Also, furnish the financial data for such partnership, corporation, or LLC, as required on page 7. If there is an ownership chain of additional partnerships, corporations, or LLCs, the above requirements extend to each such entity having either: (1) a 10% or greater direct, indirect, beneficial ownership, or membership interest in the proposed (Sub)Lessee; or (2) effective control of the proposed (Sub)Lessee, regardless of the percentage of ownership or membership interest.

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LIMITED LIABILITY COMPANY STATEMENT

If the proposed (Sub)Lessee is an LLC, please answer the following:

1. Date of Organization: PENDING

2. Where Organized: PENDING

3. Is the Company authorized to do business in California?

a. Yes ( ) No ( )

b. If so, as of what date? PENDING

4. Has the Company conducted business in San Diego County?

a. Yes ( ) No ( )

b. If so, when? PENDING

c. If so, where? PENDING

5. Please furnish the name, address, and membership share held by each manager and officer, and each member owning more than a 10% membership interest. If a member is a partnership, corporation, or another LLC, please complete separate pages 3; or 4 and 5; or 6, as appropriate for such entity (type proposed [Sub]Lessee name [from page 2] on the top of each page).

Manager/Officer/ Name Address Share Member % It is the intent that John and 4980 N. HARBOR DRIVE, SUITE 100 Beverley Grimstad or an entity 200, SAN DIEGO, CA 92106 controlled by them will take possession and responsibility for the lease.

6. Attach a complete copy of the Operating Agreement. If an Operating Agreement has been previously submitted, a new Operating Agreement need be submitted only if the Operating Agreement on file with the District is no longer current.

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FINANCIAL AND OTHER BACKGROUND INFORMATION

FINANCIAL STATEMENT (Sub)Lessee, general partners of (Sub)Lessee, owner-corporations of (Sub)Lessee, members of (Sub)Lessee owning more than a 10% membership interest, and any person or business entity guaranteeing the performance of (Sub)Lessee must attach a complete report, prepared in accordance with good accounting practice, reflecting current financial condition. The report must include a balance sheet and annual income statement. The person or entity covered by the report must be prepared to substantiate all information provided.

OTHER INFORMATION Each (Sub)Lessee, each general partner of (Sub)Lessee, each owner-corporation of (Sub)Lessee, each member of (Sub)Lessee owning more than a 10% membership interest, any person or business entity guaranteeing the performance of (Sub)Lessee, any person or entity owning more than a 10% interest of (Sub)Lessee, and any guarantor of (Sub)Lessee must answer the following questions:

1. Surety Information - Has a surety or bonding company ever been required to perform on the default of any of the individuals or entities? a. Yes ( ) No (X) b. If yes, please attach a statement naming the surety or bonding company, date, amount of bond, and the circumstances surrounding said default and performance.

2. Bankruptcy Information - Have any of the individuals or entities ever been adjudicated bankrupt or are any presently a debtor in a pending bankruptcy action? a. Yes ( ) No (X ) b. If yes, please give dates, court jurisdiction, and amount of liabilities and assets.

3. Pending Litigation - Are any of the individuals or entities presently a party to ANY pending litigation? a. Yes ( ) No (X) b. If yes, please provide detailed information for each action.

4. Claims, Liens, or Judgments - Are any of the individuals or entities now subject to any outstanding claims, liens, or judgments? a. Yes ( ) No (X) b. If yes, please provide detailed information for each claim, lien, or judgment.

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REFERENCES FOR PROPOSED (SUB)LESSEE Please list four persons or firms with whom you have conducted business transactions during the past three years. Two of the references must have knowledge of your debt payment history, with at least one being a financial institution. Two of the references must have knowledge of your business experience.

REFERENCE NO. 1

Name: BOB STOCKWELL______Firm: CALIFORNIA BANK &TRUST______Title: VICE PRESIDENT______Address: 940 CALLE AMANACER, SUITE 140, SAN CLEMENTE, CA 92673___ Telephone: (949) 940-1827______Nature and magnitude of purchase, sale, loan, business, association, etc.:

$3,200,000 LOAN – VENTURA WEST MARINA

REFERENCE NO. 2

Name: MARIE LANDERS______Firm: WELLS FARGO______Title: SENIOR VICE PRESIDENT AND REGIONAL MANAGER Address: 401 B STREET, SUITE 2201 Telephone: (619) 699-3054 Nature and magnitude of purchase, sale, loan, business, association, etc.:

PENDING FINANCING $22 MILLION LOAN ______

REFERENCE NO. 3

Name: AL WIENER/MIKE GREEN Firm: PALMIERI, TYLER, WIENER, WILHELM & WALDRON LLP Title: ATTORNEY Address: 2603 MAIN STREET, EAST TOWER, SUITE 1300 Telephone: (949) 851-9400 Nature and magnitude of purchase, sale, loan, business, association, etc.:

FAMILY ESTATE PLANNING______

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REFERENCE NO. 4

Name: ART MALLOY

Firm: CAPITAL GROWTH, INC.

Title: PRESIDENT Address: 8910 UNIVERSITY CENTER LANE, SUITE 150______

San Diego, CA 92122______

Telephone: (858) 552-6970

Nature and magnitude of purchase, sale, loan, business, association, etc.:

$50,000,000 IN VARIOUS FINANCIAL INVESTMENTS.

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METHOD OF OPERATION

Please describe your proposed business operation on the property to be (Sub)Leased. Discuss any optional services and uses which you propose to provide.

SEE FOLLOWING PAGE

SOIQ 12 - 13 Page 11 Pier 32 Gateway Village Marina & RV Resort

METHOD OF OPERATION The name given to the larger project is Pier 32 Gateway Village Marina & RV Resort. In the future, this project may include further development to Pier 32 Marina. As uses for areas are deemed financially feasible, the land use designation is suitable, and no net loss of Maritime Industrial land is accomplished, the method of operation shall be further defined. Immediately, a RV Resort is feasible, within the land use designation, and no net loss of Maritime Industrial land is incurred.

Pier 32 Gateway Village Marina & RV Resort Operational Plan The name given to this proposed RV resort project is Pier 32 RV Resort and will consist of approximately 165 RV rental sites. The entity to be formed for this development is intended to be Pier 32 RV Resort, LLC and, as referenced previously, John and Beverley Grimstad are the proposed principals. It is intended that GB Capital Holdings, LLC (GB) would be under contract with Pier 32 RV Resort, LLC to operate the business and serve as the property management entity. GB Capital Holdings corporate office is located in San Diego, California. The corporate office location will be responsible for the following operational and administrative duties:

• Accounts Payable • Monthly Financial Statement • Payroll • Audits • Annual Tax Returns • Insurance and Claim Processing • General Ledger Accounting Functions • Banking Reconciliations and Processing • Preparation of Annual Budget • Planning and Capital Improvement Projects • Overall Property and Operations Supervision • Human Resource Service • Coordinate with Lessor on Lease Issues

Key Personnel Positions All on site Pier 32 RV Resort personnel will be employees of GB. It is anticipated that there will be 6 to 7 full time employees for the RV operations. The foundation of our company's ability to provide tenant services will be our on-site personnel, with the key positions of Property Manager, Office Manager managing the day to day operations. Descriptions of the two key positions are as follows:

Property Manager: This individual will be the manager of the RV property and responsible for all on-site operations. He/she will supervise the entire local staff and other vendors that provide services to the property. His/hers responsibilities will include but not be limited to the following: direct

SOIQ 12 - 13 Page 12 Pier 32 Gateway Village Marina & RV Resort

maintenance/housekeeping staff, supervise office personnel, insure guest compliance with the property rules and regulations, coordinates sales and marketing efforts, conduct regular inspections for maintenance and environmental compliance, coordinate customer service, guest, tenant and public relations.

Office Manager: The Office manager and supporting office staff will be responsible for all clerical and administrative work in the RV office operations as well as sales and leasing of RV Spaces and Environmental Living Units. The on-site RV office will handle processing of new RV space rentals, guest screening, daily banking, customer file compliance, rent collections, delinquencies, security deposit refund processing and overall customer service responsibilities.

Guest Services and Assistance:

Office Hours: Our philosophy has always been to have an accessible "open door" policy, beginning with 7 days a week (and a 24-Hour on-call member of the team) with 8:00 a.m. – 5:00 p.m. office hours (including most holidays). This allows us to be continually available to meet with new customers, address on-going customer needs and concerns, identify and implement unscheduled site repairs. We are committed to ensuring that all guests enjoy a positive experience. Communication and Service: Communication is the cornerstone of good guest service. An integral part of our plan includes a provision for daily resort walks and property inspections by our employees. This will allow us to communicate daily with tenants and enhance our accessibility. Other vital elements will include an on-site activities director/concierge, newsletters, and regularly updated bulletin boards. These additional services will help develop a sense of community and a "Resort" atmosphere that will enhance and add value to the guest experience. Environmental Safeguards: We feel it is incumbent on any operator to help guest comply with the environmental challenges of RV use. We will insure proper recycling, sewage disposal, trash disposal, provide waste oil recycling and battery removal. Our staff will be properly trained to respond to hazards and protect the environment. We will educate our guest and the public of the benefits and sensitivity of the wildlife preserves that are adjacent to the property. We will remain proactive. Maintenance Plan: We develop, build, and operate our properties. We have established routines and maintenance on all properties including daily walks, property inspections and on-call personnel. No others are as well suited to understand the construction and we are confident in our ability to maintain and repair our facilities. We have a long term vested interest. Retail Tenants: Pier 32 RV Resort has designed the project layout to accommodate Granger Hall, a rental kiosk, guest amenities and other related retail spaces. It is our intention to sublease or operate these related businesses.

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PROPOSED METHOD OF FINANCING

DEVELOPMENT OR LEASEHOLD PURCHASE

Describe the method of financing for the Leasehold purchase or any new or additional development on District tidelands in excess of $100,000. Include a schedule of approximate dates when construction of each significant improvement is expected to be commenced and completed.

SEE FOLLOWING PAGE

SOIQ 12 - 13 Page 14 Pier 32 Gateway Village Marina & RV Resort

METHOD OF FINANCING The Proposer's (John and Beverley Grimstad) past 40 years of financing experience has been concentrated in new property acquisitions, refinancing existing developments, running profitable businesses and arranging for lines of credit to pursue commercial real estate investments. John and Beverley are partners and principals in all the marina projects currently operated by GB Capital Holdings, LLC and Beauchamp Realty, Inc. The Grimstads have worked and continue to partner with Travelers Insurance, Manulife, Ralston Purina, California Bank & Trust, Sanwa Bank, Bank of Southern California, and Wells Fargo.

It is anticipated that Pier 32 RV Resort, LLC will pursue a conventional financing arrangement with an established lending institution for the project. The preliminary proposal and startup expenses (estimated $500,000) will be paid directly from the principals personal financial resources. Any additional expenses leading up to the funding of the initial construction loan will also be paid with the principal's cash reserves.

Construction of the proposed development will be primarily financed by a construction loan through a conventional lender. Our Proforma estimated project cost totals approximately ($7,029,000). A summary of these construction/startup costs is included within the Concept Development Plan.

Proposer has projected a 20% equity participation in the total project cost. It is anticipated that these funds will come from the redemption of liquid money assets (money market funds, CD’s, or mutual funds) and from personal financial cash reserves. This 20% equity participation (approximately $1,405,800) will be deposited in a special construction fund account just prior to the funding of an initial construction loan for Pier 32 Gateway Village Marina and RV Resort.

Preliminary discussions indicate that the probable source of this construction loan will be Wells Fargo. Wells Fargo has an established relationship with the Grimstad family. The lender has represented that the terms of the construction loan will be an interest only arrangement for an estimated period of 18 to 21 months. This 21-month period of interest only financing should allow for the estimated 10-month construction period as well as the first 8 to 10 months of operation. It is anticipated that after the first 10 months of operations the interim financing will be converted into a term loan.

Initial discussions with our lender indicate that the term loan would most likely have a 15 year amortization schedule with a 5 to 7 year due date. The lender has also represented that several renewable options to coincide with the 5 to 7 year due dates could structured into the note. It is expected that this note will be secured by the leasehold interest in the property as well as personally guaranteed by the principals. The current proposed lending institution and contact is as follows:

Wells Fargo Brian P Chambers - VP San Diego RCBO 401 B Street, Suite 2201 San Diego CA 92101 Direct: (619) 699 3087 ∙ Fax: (619) 699-3020 ∙ E-Mail: [email protected]

Upon request resume of Developer’s Financing Experience shall be provided.

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Pier 32 Gateway Village Marina & RV Resort

ESTIMATE OF GROSS RECEIPTS

If this Questionnaire is being completed by a prospective Lessee, please show the best estimate of the average annual gross sales for each significant use or service, and for each significant optional use or service which the Lessee and its Sublessees (if any) plan to conduct on or from the property. (If the Questionnaire is being completed by a Sublessee, only the estimate of the Sublessee's gross sales is required.) This data will be used by the District to analyze the proposed Lease or Sublease Consent application. The time periods shown should not be assumed to necessarily represent the term of a (Sub)Lease that may be granted or consented to by the District.

Average annual gross sales for each proposed significant use during each of the first five operating years:

Uses (Identify Each Use)

YEAR OF RV RENTAL SPACES LAUNDRY CONSESSION AND OPERATION STORE

1 $822,743 $5,759 $41,137

2 $1,180636 $8,264 $59,032

3 $1,936,243 $13,554 $96,812

4 $2,126410 $14,885 $106,320

5 $2,361,201 $16,528 $118,060

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EXPERIENCE STATEMENT

Please describe in detail the duration and extent of your business experience, with special emphasis upon experience with the type of business which you propose to conduct on District property. Also state in detail the pertinent experience of the persons who will be directly involved in development and management of the business.

FOLLOWING PAGE

SOIQ 12 - 13 Page 18 Pier 32 Gateway Village Marina & RV Resort

GB CAPITAL HOLDINGS OWNER/DEVELOPER/OPERATOR EXPERIENCE STATEMENT:

Pier 32 Gateway Village Marina & RV Resort is proposing to utilize a team of approximately 12 different, consultants, professional and contractor’s people to assist in the planning, design, management, construction and financing of this project. In reviewing the team you will find that our proposed team members have solid experience in this type of project and are more than capable of developing a first class project. The team member’s resumes and references are included following the descriptions.

The organizational chart on the following page has identified the entity involved and their specific role or expertise.

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GATEWAY VILLAGE MARINA • RV RESORT ORGANIZATIONAL CHART

PRINCIPLE / DEVELOPER / OPERATOR JOHN AND BEVERLY GRIMSTAD

PROJECT MANAGEMENT JOHN GRIMSTAD JR / GREG BOEH MERRILEE EKSTROM

W O R K I N G W A T E R F R O N T CO-CHAIR JOHN PASHA CO-CHAIR ED PLANT

R V C O N S U LTA N T P R I M A R Y A R C H I T E C T L E G A L E C O N O M I C D E V E L O P M E N T F I N A N C E R V P A R K C O N S U L T I N G , I N C THE MILLER HULL PARTNERSHIP V O S S , C O O K , & T H E L , L L P T H E L O N D O N G R O U P W E L L S FA R G O RICH STOCKWELL AL THEL NATHAN MOEDER BRIAN CHAMBERS

L A N D S C A P E A R C H I T E C T C I V I L E N G I N E E R S O I L S E N G I N E E R E N V I R O N M E N T A L C O N T R A C T O R E P T D E S I G N R I C K E N G I N E E R I N G A L L I E D G E O T E C H N I C A L M E R K E L & A S S O C I A T E S TBD MATT HALL JOHN GODDARD SANI SUTANTO KEITH MERKEL

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Principal/Developer/Operator John and Beverley Grimstad

Pier 32 Gateway Village Marina & Resort team will be headed by John and Beverley Grimstad as principal owners and developers. The Grimstads are experienced developers, owners, and operators as owners. They are owners, co-owners or former owners of six southern California marinas, one mooring buoy company, and two restaurants. Two of these marinas (Point Loma Marina and Pier 32 Marina) and both restaurants, (Jimmy’s Famous American Tavern and Pier 32 Waterfront Grill) were developed from the ground up by the Grimstad family. The remaining three marinas, Dana West, Ventura West and Oceans West, were built from the ground up by the Beauchamp family. John and Beverley Grimstad will oversee the development activities of the land improvements; provide cash equity in addition to personally guaranteeing the loan and the lease.

Property/Business Management /Project Managers GB Capital Holdings

GB Capital Holdings has developed from John Grimstad's vision and creativity. 6 years after its inception, GB Capital Holdings is a family based business that owns, built and operates 2 Marinas, 2 waterfront restaurants, a recreational mooring field and a mega yacht berthing facility.

Today GB Capital Holdings provides 777 recreational berths for vessels of 20’ through 400’, in San Diego Bay. Additionally GB Capital Holdings provides 10,058 square feet of restaurant space (280 seats) between two restaurants currently gross over 4 million annually and a planned third restaurant is expected to double that gross at a minimum. GB Capital Holdings manages the day to day operation of each of these businesses.

During the past four decades, the Grimstad/Beauchamp family holdings have also included hotels, shopping centers, and multi-family residential properties. In addition, John and Beverly Grimstad were also co-owners of the family owned dental HMO, Western Dental. Western Dental had over 140 offices and annual gross revenue in excess of $250,000,000. Western Dental was sold to a major nation-wide HMO in 2007.

Project Management John Grimstad, Jr., Greg Boeh and Merrilee Ekstrom will provide the day to day RV Resort development and construction management function on behalf of the GB Capital Holdings. They will work collaboratively in the coordination of the work of the architect, Miller Hull, the general contractor (to be determined), the civil engineer, Rick Engineering, the environmental consultant, Merkel & Associates, the soils engineer, Allied Geotechnical Engineers, Inc, the landscape architect, EPD Design, as well as providing all direct contact with Port and National City construction, permitting, inspection and environmental staff.

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Pier 32 Gateway Village Marina & RV Resort

Project Manager John Grimstad Jr.

John is an owner in all of the GB Capital Holdings properties and has over 18 years of management experience, 10 years of direct responsibility for San Diego operations. Mr. Grimstad will be the main principal and will serve as the project manager and will oversee every aspect of the development of the Pier 32 RV Resort. Mr. Grimstad will be involved on a daily basis in the operation of the completed facility. He will work closely with the property manager on corporate issues, as well as assist in managing the facility. Mr. Grimstad will coordinate the activities of the business to ensure quality control. John Grimstad Jr. has spent his career in the direct management of the family business.

• Over 18 years experience in direct management of high volume operations • Over 10 years experience in all aspects of recreational marina operations • Over 10 years experience working with urban planners, waterfront design architects, various waterfront consultants, resource agencies and municipalities.

Recognizing his expertise in waterfront planning and development, Mr. Grimstad was asked by the SDUPD to assist in resolving free anchorage issues within San Diego Bay. He has participated in the vision plan for the “National City Marina District” as well as the North Embarcadero Visionary Plan. Currently Mr. Grimstad oversees management of operations in San Diego.

Project Manager Greg Boeh

Greg Boeh, General Manager of our marinas and one of the restaurants has over 29 years of experience in the hospitality, recreational marina, and maritime industries. He places an emphasis on maintaining the highest standards achievable in all aspects of the business. He is innovative, dedicated and focuses on civic duty, safety, environmental issues, quality control, and the best customer service in the business. Mr. Boeh will supervise all RV resort management responsibilities and will be the primary liaison between the Grimstads, the Port, and National City Staff.

Mr. Boeh has project experience but is not limited to participation in the planning and build of Pier 32, Point Loma Marina, The Waterfront Grill, Broadway Pavilion Complex, Interim Cruise Ship Terminal Improvements, Cruise Ship Terminal Remodel, mobile and fixed passenger bridge system, National City Marine Terminal Berth Extension, Shelter Island Transient Berthing Facility, North Embarcadero Visionary Plan, and the transition of the security of the Cruise Ship Terminal from pre to post 9/11. Mr. Boeh has demonstrated his ability to coordinate, monitor, and direct successful projects.

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Pier 32 Gateway Village Marina & RV Resort

Project Manager Merrilee Ekstrom

Merrilee Ekstrom, Controller of GB Capital Holdings, LLC has over 25 years of experience in retail, art and interior design industries. She has built numerous teams and ran multiple businesses. Her passion for profit and attention to detail bring the financial accountability required of her position. Merrilee places an emphasis on maintaining relationships in all aspects of the business. She is innovative, dedicated and focuses on civic duty, safety, environmental issues, quality control, and the best customer service in the business. Ms. Ekstrom will be responsible for the management and oversight of all financial and accounting aspects of the properties and related business entities as well as be the primary liaison between the Grimstads and the project team.

RV Consultant

RV Park Consulting, Inc., Rich Stockwell will provide consulting services to ensure that we develop a modern, state of the art, marketable project on a solid foundation. Mr. Stockwell is an industry leader and has been involved in the most successful RV Resorts in the country. He will assist in guiding the program of the resort utilizing his vast resource of knowledge and experience to ensure success.

Architect

Miller Hull will ensure that the design and build out of the property are socially responsible and representative of the community for which it is intended. Miller Hull’s design philosophy centers around two essential architectural ideas. One is to use a buildings structure to create a significant place within a site, and the other is to be sensitive to the climate and to respond to the environmental demands with the form of the building.

Landscape Architect

EPT Design will serve the development team to ensure that park like setting of the resort is integrated to keep in mind the operational, maintenance, and native setting. A focus will be the public engagement in the activation of the property through design of the public promenades, observation areas that are integrated yet distinct from the resort.

Civil Engineer

Rick Engineering will provide all civil, structural and storm water management responsibilities associated with the project. Rich Engineering has a proven track record in the business; specific

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Pier 32 Gateway Village Marina & RV Resort local knowledge associated with the project, and has very good working relationships with both our architect and soils engineer bringing a wealth of experience to our team.

Soils Engineer

Allied Geotechnical, Inc. headed by Mr. Tiong Liem is a DBE certified contractor certification #CT-008920, has been selected to provide all geotechnical soils tests, analyses and recommendations for the development.

Environmental Consultant

Merkel & Associates will serve the development team in preparing mitigation implementation plans, procedures and on-going environmental educational, monitoring and management activities. Given the environmentally sensitive nature of this project and the proposer’s desire to be deemed a “good neighbor” the adjacent marsh, wetlands and wildlife refuge, Merkel & Associates assistance is critical to the success of this project.

Contractor

The selected Contractor will be well versed in new commercial construction, tenant improvements and recreational facilities. They will work with the Development Team providing maximum value and benefit for the Client’s real estate investment by ensuring the quality of design and construction meet our high standards.

Maritime Industrial Preservation

We consider the Working Waterfront our team member. We have forged a relationship of respect, and understanding for each other’s needs and goals. We will be working directly with Co-chairs John Pasha, and Ed Plant to ensure that we have a compatible project with the working waterfront.

Legal

Voss, Cook & Thel, LLP will provide guidance in all phases of real estate development and land use planning, including acquisition, financing, construction and leasing, and establishing the appropriate entity type for the development of a particular project.

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Pier 32 Gateway Village Marina & RV Resort

Economic Analysis

The London Group, Realty Advisors will provide a comprehensive economic analysis of the proposed project. Nathan Moder, Principal, is very highly regarded for his depth of understanding of the commercial, industrial, and residential markets in the western United States.

Financial Institution

Wells Fargo along with John and Beverley Grimstad will provide the financing necessary to construct, own and operate the Pier 32 Gateway Village Marina & RV Resort.

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Pier 32 Gateway Village Marina & RV Resort

GB Capital Holdings: Properties/Developments PIER 32 MARINA 3201 Marina Way National City, CA 91950 Ph: (619) 477-3232 · Fax: (619) 474-3202

• Lessor: San Diego Unified Port District • Owned since February, 2004 • 95% owned by the Grimstad Family • Approximately 20 acres land and water area • 250 slips from 22’ to 65’ with end ties up to 120’ • 9,127 square feet of building space utilized or leased for operations or tenants Gross annual revenue in excess of $1.9 million • Managed and operated by GB Capital Holdings, LLC

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POINT LOMA MARINA 4980 N. Harbor Drive, Suite 201 San Diego, CA 92106 Ph: (619) 718-6260 · Fax: (619) 718-6263

• Lessor: San Diego Unified Port District • Owned since December, 2004 • 98% owned by the Grimstad Family • Approximately 5 acres land and water area • 51 slips from 36’ to 100’ with end ties up to 178’ • 25,577 square feet of building space, an additional 11,569 permitted • Gross annual revenue in excess of $1.4 million • Managed and operated by GB Capital Holdings, LLC

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SAN DIEGO MOORING COMPANY 4980 N. Harbor Drive, Suite 201 San Diego, CA 92106 Ph: (619) 718-6261 Fax: (619) 718-6263

• Lessor: San Diego Unified Port District • Owned since May 2003 • 90% owned by the Grimstad Family • 462 moorings • Gross annual revenue in excess of $900 thousand • Managed and operated by GB Capital Holdings, LLC

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JIMMY’S FAMOUS AMERICAN TAVERN 4990 N. Harbor Drive San Diego, CA 92106 Ph: (619) 226-2103 · Fax: (619) 226-2097

• Lessor: Point Loma Marina, LLC - San Diego Unified Port District • Owned since June, 2009 • 51% owned by the Grimstad Family • 5,613 square feet of building and patio space • Gross annual revenue in excess of $3.4 million • Managed and operated by GB Capital Holdings, LLC

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SOIQ 12 - 13 Page 33 Pier 32 Gateway Village Marina & RV Resort

P32 WATERFRONT GRILL 3201 Marina Way National City, CA 91950 Ph: (619) 718-6240

• Lessor: Pier 32 Marina, LLC - San Diego Unified Port District • Owned since March, 2009 • 100% owned by the Grimstad Family • Approximately 4,445 square feet of building and patio space • Gross annual revenue in excess of $360 thousand • Managed and operated by GB Capital Holdings, LLC

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HARBOR ISLAND WEST MARINA 2040 Harbor Island Drive San Diego, CA 92101 Ph: (619) 291-6440

• Lessor: San Diego Unified Port District • Owned since August 1981 – 100% by Beauchamp Family • 15% owned by John and Beverley Grimstad • Approximately 25 acres land and water area • 620 slips from 21’ to 100’ • 9,700 square foot, 250 seat, dinner house restaurant named the Boathouse. Restaurant sublessee of Harbor Island West Marina for 23 years. Gross annual sales for restaurant operation in excess of $3.0 million • 10,500 square feet of building space leased to various office and retail tenants including a 1,200 square foot Deli/Café, yacht brokers, sailing club and maritime attorneys. • Gross annual revenue in excess of $3.6 million • Managed and operated by Beauchamp Realty, Inc.

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DANA WEST MARINA 24500 Dana Point Harbor Drive Dana Point, CA 92629

• Lessor: County of Orange, CA • Owned since 1976 – 50% owned by Beauchamp Family • 5% owned by John and Beverley Grimstad • 981 slips from 20’ to 80’ • Six buildings with approximately 18,000 square feet of building and retail space • 1,900 square foot Yacht Club with annual food and beverage sales of $450,000 • Gross annual revenue in excess of $4.0 million • Managed and operated by Beauchamp Realty, Inc. • Original Developer/Builder: Beauchamp Family

SOIQ 12 - 13 Page 38 John A. Grimstad 4980 N. Harbor Drive, Suite 200 ∙ San Diego, CA 92106 Ph: (619) 688-9217 ∙ Cell: (858) 442-5829 E-Mail: [email protected]

WORK HISTORY

2006 – Present President and CEO GB Capital Holdings, LLC Responsibilities included the development of project concepts, lease negotiation, project analysis, permit process, including city and coastal commission; architectural design and construction of properties and continuing to overseeing the operations of marinas, and restaurants that were developed, and are owned and operated. Primary responsibility is the development of assets and diversification of holding GB Capital Holdings, LLC portfolio. This includes the financing and refinancing of ongoing properties and acquisitions, as well as planning and implementation of Capital Development programs.

2002 – Present Board Member Beauchamp Family Investments

1990 – 2001 President and CEO Beauchamp Realty, Inc. Responsibilities included overseeing the operations of 2,100 boat slips, 2,200 apartment units and 2 major shopping centers totaling a value of $270,000,000. Heavily involved in the financing and refinancing of ongoing properties and acquisitions. Supervised numerous capital improvement projects including major dock renovations and tenant upgrades/refurbishments of retail office buildings.

1985 – 1990 Founding Partner Canyon Cove Company Formed a development and construction company for various ventures including a 20-Home, Single Family Residential development as well as custom home project. Obtained financing, completed land acquisition, project analysis, and permit process: architectural design and construction of properties: marketed and sold projects.

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1971 – 1985 Founding Partner Grimstad & Hile Originated and developed 14 chain Coin Laundry operation in locations throughout Orange and San Diego Counties: site selection and acquisition, sore and equipment purchase and maintenance, leasing, financial management and supervision of employees.

Designed, developed, built and sod 4,000 square foot, 125 washer Coin Laundry. Property recognized industry-wise as one of the outstanding facilities of its kind in the country.

1977 – 1979 General Partner La Costa Carlsbad partnership Developed and built 31 single-family homes.

1972 – 1977 Developer and Private Investor As a licensed contractor, individually and in partnerships, purchased land, subdivided property, developed building plans, built and supervised sales of projects

• Subdivided 56 lots – Lake Forest, 1976 • $80,000 Major Remodel – Balboa, 1976 • Constructed 15 Single Family Homes – Tustin, 1975 • Constructed 5 Single Family Homes – Costa Mesa, 1973 • Subdivided 61 Lots, Lake Forest, 1973

1970 Partner and Construction Supervisor Windjamer Apartments Final construction, supervision and management of 264-unit Windjamer Apartments, Huntington Beach, California

1970 – Present Owner J A Grimstad Development Company Class B General Contractor. Valid through 2/1/2013

Education Colorado School of Mines – Engineering, 1968 Orange Coast College – Honors Graduate, 1967

Personal Born 1944; Married to Beverley; five children; enjoy sailing and surfing

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John A. Grimstad, Jr. 4980 N. Harbor Dr. Suite 200  San Diego, CA 92106

Office (619) 688-9217  Mobile (619) 204-3805  [email protected]

PRESIDENT

—Key Areas of Leadership & Expertise— Strategic Business Planning ~ Marina & Restaurant Operations ~ Leadership ~ Investing ~Marketing ~ Public & Community Relations ~ Vendor Relations & Procurement ~ Profit Optimization

PROFESSIONAL EXP ER IE NCE

2006 – Present President GB Capital Holdings, LLC Lead the executive team and management of San Diego based operations including: Pier 32 Marina, Point Loma Marina, San Diego Mooring Company, Pier 32 Waterfront Grill, and Jimmy’s Famous American Tavern. Facilitate community relations and outreach.

2002 – Present President San Diego Mooring Company Lead the executive team and management of the San Diego Mooring Company includes the monitoring of revenue and expenses for the facilities, project development, implementation and management of major maintenance and capital development projects, and business development of contracts outside normal mooring operations.

1994 – 2002 Regional Manager Western Dental Advanced to Regional Manager with oversight for 9- dental offices in Southern California region. Directly supervised Dentists, Office Managers, Hygienists, and Office staffs, including business development, operations and human resources.

EDUCATION

BA -Business Administration, San Marcos State University – 1994

Professional Affiliations

San Diego Port District ~ California State Lands Commission ~ San Diego Port District Tenants Association

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Gregory W. Boeh 4980 N. Harbor Drive, Suite 200 · San Diego, CA 92106 Ph: (619) 688-9217 · Cell: (858) 442-5829 E-Mail: [email protected]

Qualifications and Experience

• Marina & Mooring Management- Including lease negotiations & maintenance responsibilities, 777 recreational vessel berths • Employee Management- Oversee 25 direct reports & up to 700 in-direct employees • Budget Development & Management • Security & Safety - Knowledge of safety procedures & training- liaison between Port of San Diego, CBP, Fish & Game, FBI, USCG, Police officials, & private security • Port Operations -Governmental operation procedures, berth & space utilization, billing, lease development & enforcement, knowledge of passenger, cargo and ground transportation logistics

Professional Experience

GB Capital Holdings, LLC October 2007 to Present San Diego, California – General Manager. Responsibilities include management of the Pier 32 Marina, Point Loma Marina, San Diego Mooring Company, and The Pier 32 Waterfront Grill. Responsibilities include rental and operation of 777 recreational berths upon San Diego Bay, Management of 34,704 square feet of rental or rental amenity facilities, 25 acres of marina property, and all day to day operations, including: directing of maintenance/housekeeping staff and office personnel, insure guest compliance with the property rules and regulations, coordinates sales and marketing efforts, conduct regular inspections for maintenance and environmental compliance, coordinate customer service, guest, tenant and public relations, quality control, and operations within an annual budget. Additionally responsible for the shore side and waterside, tenant rentals, guest screening, daily banking, customer file compliance, rent collections, delinquencies, security deposit refund processing and overall customer service responsibilities.

Boeh Trust – Property Management June 1998 to Present San Diego, California – Property manager, Manage six residential properties in the San Diego Area. Responsibilities include lease negotiation, property inspection, advertisements, repairs, city permits, and construction

San Diego Unified Port District March 1992 to October 2007 San Diego, California – Held the following positions: Marine Operations Supervisor, National City Marine Terminal, Marine Operations Manager/ Marine Operations Supervisor (May 2007-Oct 2007); Cruise Ship Terminal and Embarcadero (2001-2007); Marine Operations Manager, National City Marine Terminal (2000-2001); Maintenance Worker II (1995-2000); Wharfinger, Marine Operations Department (1992-1995); Responsibilities include management of the various staffs, and supervision of the day-to-day operations of numerous terminals, deep-water berths and processing warehouses. Monitor annual throughput

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of automobiles, lumber, military operations, and a bi-weekly Ro-Ro service to Hawaii. Perform administrative tasks including monthly tracking and billing, adhesion to annual minimum guarantees, implementation of the tariff, as well as annual budget projects. Manage terminal operator and lease agreements. Serve as project manager for capital development and major maintenance projects. Maintain contact with Port District tenants ensuring that customer service is rendered in a timely fashion.

San Diego Photographic Services February 1994 to February 1998 San Diego, California – Owner/Operator: Responsibilities included day-to-day operations of a successful quick-paced business aboard a daily Cruise Ship to Ensenada, and the local Harbor excursion vessels. Held business meetings with prospective and existing customers, and renegotiated the facility lease. Established and managed a budget and business plan that facilitated a capital improvement program (acquisition of equipment). Installed preventative maintenance programs. Reduced the need for major maintenance expenditures. Worked within State and Federal guidelines to implement a hazardous waste disposal and containment contract. Ensured safe working conditions through staff training, and elimination, or isolation of identified hazards. Performed office administrative tasks related to payroll, personnel files, accounting, research projects, and recording of State and Federal tax. Trained employees to perform work-related duties and supervised them in daily operations.

Star and Crescent Boat Company 1988 to 1992 San Diego, California – Primary Ocean Operator aboard 60’ to 150’ bay tour and charter vessels: Responsibilities included operation, passenger safety, crew supervision, and management of ship personnel, implementation of general maintenance programs. Monitored cash revenue and daily vessel logs in accordance with Coast Guard rules, regulations, and inspections.

Hydrofoils “Sea World II, III, VI” San Diego, California – Primary Ocean Operator aboard 34’ Hydrofoils engaged in excursions in Mission Bay: Served as primary operator. Responsible for passenger safety, crew supervision, hiring and firing of personnel, U.S. Coast Guard Inspections, maintenance and upkeep of machinery.

Associations

• Port Tenants Association, Board Member • National City Chamber of Commerce, Board Member • Working Waterfront, Member • Maritime Alliance, Member • Operation Clean Sweep Participant

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MERRILEE EKSTROM 4980 North Harbor Dr. Suite 200  San Diego, CA 92106 Office (619) 222-1990  Mobile (619) 209-1987  [email protected]

CONTROLLER GB CAPITAL HOLDINGS, LLC. Responsible for the management and oversight of all financial and accounting aspects of the properties and related business entitities. —Key Areas of Leadership & Expertise— Strategic Business Planning ~ Retail Store Operations ~ eBusiness ~ Teambuilding & Leadership ~ Client Relations Marketing ~ Public & Community Relations ~ Vendor Relations & Procurement ~ Training & Development Product Selection ~ Merchandising ~ Customer Service ~ Profit Optimization

PROFESSIONAL EXP ER IE NCE

TARGET, San Diego, CA  2009 to present Store Team Leader Leading a team of 10 executives, 25 leaders and 300+ team members in a $77M, general merchandise, grocery and pharmacy store. Prototype store for Integrated Guest Service and self-checkout.

MIXTURE / MIXTUREHOME.COM, San Diego, CA  2008 to 9/2009 Vice President of Operations Direct day-to-day operations of privately owned 8500 sq. ft. high-end furniture, original art and interior design showroom, and website: www.mixturehome.com, supervising staff of 8.

GAP INC. OUTLET, San Diego, CA  2006 to 2008 District Manager–San Diego District Provided direct oversight to 2 general managers and 7 store managers for 9 store, $80M district selling all 4 Gap brands: Gap, Gap Kids, Banana Republic and Old Navy).

ARTHUR KAY INC. (VETRO & ESTEBAN INTERIORS), San Diego, CA  2004 to 2007 Executive Vice President / CFO Established new business comprised of high-end vintage glass gallery, interior design showroom and website (www.estebaninteriors.com). Negotiated lease agreements and vendor contracts; managed accounts payable and receivable; approved showroom and website merchandising and display. Created and executed marketing and public relations initiatives.

POLO RALPH LAUREN–FACTORY OUTLETS OF AMERICA–WESTERN REGION, San Diego, CA  2001 to 2003 Senior Director of Stores Managed 35-store 11-state region encompassing California, Hawaii, Michigan, Illinois, Iowa, Missouri, Minnesota, Texas, Arizona, Oregon and Washington with $200M volume.

GAP INC.  1991 to 2001 Regional Manager–Southern California–Old Navy (2000–2001)District Manager–Southwest District–Banana Republic (1995–2000) General Manager—Banana Republic (1991–1995)

EDUCATION

UNIVERSITY OF CALIFORNIA, Santa Barbara, CA BA in Sociology / Minor Certification in Athletic Coaching Activities—Women's Intercollegiate Volleyball team NCAA Division 1 (Scholarship Athlete) Professional Affiliations President—The Art & Design District, Little Italy-San Diego ~ Executive Board Member—Little Italy San Diego

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Pier 32 Gateway Village Marina & RV Resort

Richard (Rich) Stockwell, President

812 Shoshone Drive La Conner, WA 98257 360.466.3322 – Fax 360.466.1218 www.rvparkconsulting.com [email protected]

Executive s experienced in new company development, RV Park management, team building, negotiations, marketing, sales management and financing with a record of problem solving.  Developed and managed a raw ground property into a top waterfront RV park resort  property listed in the top one hundred in the United States for ten years. Property development and real estate sales.  Built a medical replacement company to #2 in North America. Sold to a Fortune 500 company. RV IndustryRepresented Profess medicalional productExperience: companies from start-up to industry leaders

RV Park Consulting Inc

2000 – Present Company is consulting with proposed RV Parks and Resorts throughout North America. www.RVParkConsulting.com Actual RV Park Consulting started in 1993, as the State of Washington started sending prospective parks to learn how to do a “state of the art park”.

We complete feasibility studies, do conceptual design, permitting, business plans, financing, management, and complete operation audits. Our consulting involves both operational and contemplated RV parks and resorts. We have worked with over 440 RV Parks and Resorts Fidalgothroughout Bay North Resort America.

1993-2003 Developed personally held salt water front property completing all land use hearings for shoreline permits, construction, and business plan for funding of a five million dollar state of the art 187 site RV Park. Managed, developed an office team, marketing, to become the number one park in Washington State. Project rated in the top ten in North America on the internet and top 100 in the United States by the directories. The FBR Project is under new Offices ownershipin RV Industry in 200 3.held :

February 2011. Our firm was selected as the ‘go to consulting company” for RV Resorts in North America. We were invited to a presentation with top Chinese Government officials who want us to assist in accelerating the RV industry in China. Property selection is in process.



 Rich Stockwell was speaker at the LCOA (Louisiana & Mississippi park owners meeting  March 2008 Rich Stockwell was a speaker at the Iowa RV Park Association October 2006  Rich Stockwell was a speaker "Wake Up and Smell the Money" at the National RV Park and Campground (ARVC) convention November 29, 2005 in Austin, Texas  Members of National Recreation and Park Association. Attended the leadership summit in March of 2005. Rich was the featured speaker at the Ohio RV Park Owners Annual Convention

RV Park Consulting Inc., Background Page 1 SOIQ 12-13 Page 45 Pier 32 Gateway Village Marina & RV Resort

• • • RVPC exhibited at the 2006 ARVC show in Orlando and the booth was continually full. Rich Stockwell is an advisor for "RV Trade Digest"' Magazine • Rich Stockwell was a Speaker on "Trends in RV Park Design" at the National RV Park and Campground convention December 4, 2004 in Savannah, Georgia • Rich Stockwell spoke at the National ARVC Convention in Austin Texas in November of 2005. Title of the talk was “Wake Up and Smell the Money” • Rich Stockwell serves on the Washington State Department of Health, RV Hook-up Advisory Group - • 2004 - 2005 • Member of National Recreation and Park Association • Member of Association of RV Parks and Campgrounds (ARVC) Washington State RV Parks and Campgrounds (WARVC) • Barbara Stockwell - Secretary of Washington Association of RV Parks and Campgrounds (WARVC) 2003 & 2004 • Rich & Barbara served as Council of Delegates at the ARVC conventions in November of 2002 and 2003 representing Washington State • Rich Stockwell - Vice President of Washington Association of RV Parks and Campgrounds (2003 & • 2004) Rich Stockwell - Board Member of WARVC 1996 BackgroundsCommercial Include: Member of Family Motor Coach Association (FMCA)

Legal – Expert Witness • • • Court Witness for RV Park management requirements • Appointee by the Trustee for a sale in Arizona Bankruptcy Court Expert witness in a Virginia RV Park dispute BusinessExpert Experience witness in Louisiana against FEMA contractor Fluor • • • Developed, Owned & Managed a top quality waterfront 187 site RV Park for ten years • Real Estate Development & Sales • Permitting with State and Local Municipalities Public Relations and Marketing • Business development (including a medical insurance corporation that covered the U.S. and Canada, selling to a major corporation) Web site development Retail marketing and purchasing Catalog business

Currently RV Park Consulting has assisted over (440) four hundred and forty potential and existing RV Parks, RV ParkResorts, Consulting and RV also Storage assists units. in development and ownership of parks through its subsidiary “RV Park and Campground Investors, LLC”.

SOIQ 12-13 Page 46 PROJECT TEAM E Pier 32 Gateway Village Marina & RV Resort

Norman Strong

FAIA, Partner, LEEDTM AP, Partner-in-Charge

REGISTRATIONS In 2007, Norman received the BetterBricks Advocate Award, recognizing him as Architect: Washington State, Oregon, Idaho, a national leader promoting solutions and opportunities for energy and carbon Montana, California, Michigan & British Columbia reduction without compromising on high design. This includes advocating AIA’s 2030 challenge targeting energy neutrality by the year 2030. Norman is also co- NCARB certified chair of the sustainable development committee for NAIOP (National Association LEEDTM Accredited Professional of Industrial and O ce Properties). EDUCATION Bachelor of Architecture, Norman Strong has been a leader @ Miller Hull for over 30 years. In 2011, in an Washington State University effort to better serve our existing clients and to continue to develop the emerg- Bachelor of Science in Architectural Studies, ing leadership at Miller Hull, he lead the firm to open an office in San Diego. Even Washington State University though Miller Hull has been doing projects in San Diego since 2004 doing work for UCSD, the GSA, and other private developments, his focus on developing new rela- AFFILIATIONS/ACTIVITIES tionships and being a part of the community is of great importance to the future of • 2008 AIA Northwest & Pacific Region Medal the firm in Southern California. of Honor

• 2007 Better Bricks ‘Advocate’ Award Current San Diego based organizations that Norm and Miller Hull are involved with include: • 2005-07 Vice President, AIA National

• 2003 Fellow, AIA National Urban Land Institute / San Diego & Tijuana (ULI) San Diego Architectural Foundation (SDAF) • 2002-05 Director, AIA NW & Pacific Region, AIA National Board San Diego Downtown Partnership Palomar College President’s Associates • 2000 President, AIA Seattle Chapter Marina Recreation Association (MRA) • 2000 Trustee, Seattle Architectural Foundation SELECTED PROJECTS • Member, ICC • Bellevue College, Science & Technology Building, Bellevue, WA • Member, Architects Roundtable • South Puget Sound Community College, Natural Sciences Complex • Tacoma Community College, Science & Engineering Building, Tacoma, WA • Member, National Trust for Historic Preservation • Cascadia Community College, Global Learning and the Arts, Bothell, WA • Whitworth University, Biology & Chemistry Building, Spokane, WA • Member, AIA NW & Regional Finance • WSU Institute for Shock Physics, Pullman, WA Committee 1998-2000 • Seattle Pacific University, Phase 1 Science Building, Seattle, WA • Member, WSU Department of Architecture • Seattle Pacific University - University Center Advisory Council • University of Washington Coaches Launch House, Seattle, WA • University of Washington Conibear Renovation & Addition, Seattle, WA • Fisher Pavilion at the Seattle Center, Seattle, WA • GSA San Ysidro Land Port of Entry, San Ysidro, CA

The MILLER HULL Partnership 48 SOIQ 12-13 Page 47 Pier 32 Gateway Village Marina & RV Resort

Robert Hull FOUNDING PARTNER, FAIA | LEAD DESIGNER

A founding partner of Miller Hull along with David Miller, Robert has been the creative REGISTRATION force behind the majority of the firm’s public projects and community buildings. An Architect: Washington State; British Columbia award-winning design architect, Robert’s experience on a wide range of project types goes beyond meeting the program requirements. It is a search for ideal solutions. With EDUCATION over 30 years of practice, he has helped foster within his firm an emphasis on creative Bachelor of Architecture, Washington State University team design while providing strong inspirational conceptual leadership. Communication skills and ease in the public forum of architecture are recognizable talents that Bob has AFFILIATIONS/ACTIVITIES instilled into the firm practice. These attributes have resulted in design projects that 200+ AIA Design Awards reflect the input of the users in thoughtful and enriched design solutions. Award Recipient - AIA Seattle Gold Medal, Co-award with David Miller, 2010 Bob has extensive experience designing buildings for public agencies and local communities that include components such as gymnasiums, activity & exercise Award Recipient - Washington State University Regent’s rooms, catering kitchens and multipurpose spaces for dining or other uses. Externally Distinguished Alumni Award, 2007 many of these projects include site amenities such as outdoor classroom buildings, picnic shelters, amphitheaters and restroom structures. Bob’s projects are community AIA National Firm Award, 2003 oriented, well received by the public and in constant use. Fellow - American Institute of Architects, 1992 SELECTED PROJECTS • Northgate Community Center, Library & Civic Park, Seattle, WA • Mercer View Community Center, Mercer Island, WA • South Tacoma Community Center, Tacoma, WA • Fisher Pavilion at the Seattle Center, Seattle, WA • Discovery Park Visitors Center, Seattle, WA • Tillamook Forest Center, Tillamook, OR • Hands On Children’s Museum, Olympia, WA • Moses Lake City Hall and Museum, Moses Lake, WA • LOTT Clean Water Alliance Regional Services Center, Olympia, WA • Conibear Center at the University of Washington, Seattle, WA • Open Window School - Vista Academy Addition, Bellevue, WA • UC, San Diego, Structural Engineering & Materials Building, La Jolla, CA • Point Loma Marina, America’s Cup Harbor, San Diego, CA • Pier 32 Marina on San Diego Bay, National City, CA • Harbor Island West Marina, San Diego, CA

THE MILLER HULL PARTNERSHIP

SOIQ 12-13 Page 48 ARCHITECTURAL TEAM 04 Pier 32 Gateway Village Marina & RV Resort

John Barton

Project Manager

REGISTRATIONS John is a project manager with 15 years of experience, the last five years of which TM LEED Accredited Professional have been with Miller Hull. John has worked on a number of larger projects with EDUCATION Robert Hull including the Epiphany School, and the award-winning LOTT Alliance Bachelor of Architecture, Regional Services Center & Lab. John and Robert have also worked exclusively University of Cincinnati, together on a 4,500-square-foot waterfront laboratory and outreach center for College of Design Architecture Art & Planning the National Oceanic and Atmospheric Administration (NOAA), un-built; the 20,000-square-foot Harbor Island Marina, currently on the boards; and the award- AFFILIATIONS/ACTIVITIES winning 21,000-square-foot The Wharf at Point Loma on Shelter Island in San Diego. • Office Mentor & Resource - Wall Assemblies and Detailing John is a senior technical designer whose knowledge of building envelope and constructability issues is a great asset throughout the design process. John is a focused, detail minded, and well organized project manager; his communication skills and team approach to problem solving help to facilitate positive and collaborative team dynamics. John will be responsible, along with Robert, for developing the building program, schematic design, and design development. As the project moves into construction documents, John will take the lead on the detailing effort and continue to strengthen the project’s design through the detailing process.

SELECTED PROJECTS • The Wharf at Point Loma, America’s Cup Harbor, San Diego, CA • Kettenburg Marine Center, San Diego, CA • Harbor Island Marina • Cascadia Community College: Center for Global Learning & the Arts, Bothell, WA • LOTT Alliance Administration Center & Lab, Olympia, WA • Epiphany School, Seattle, WA • Muckleshoot Early Childhood Education Center, Auburn, WA • Open Window School: Vista Expansion, Bellevue, WA • Hands On Children’s Museum, Olympia, WA • Technology Access Foundation, Seattle, WA

CONTACT INFORMATION John Barton, AIA The Miller Hull Partnership, LLP Polson Building, 71 Columbia, 6th Floor Seattle, WA 98104 206.682.6837 Fax 206.682.5692 [email protected] www.millerhull.com

The MILLER HULL Partnership 31

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PROJECT APPROACH

This project is expected to demonstrate that coastal development and ENVIRONMENTALLY SENSITIVE DESIGN environmental stewardship are not exclusive. As was stated by Laura NATIONAL TOP TEN EARTH DAY AWARDS Hunter of the Environmental Health Coalition at the California Coastal 2011 LOTT Clean Water Alliance Commission hearing on July 11th, the environmental community has Regional Services Center, Olympia, WA pledged their support of the CVBMP with the expectation that the 200 South Lake Union Discovery Center, Seattle, WA Among the handful of firms truly practicing built product represents the best in coastal development. The first 200 Environmental Services Office Building, ecological design, none are delivering large, significant project within the CVBMP to go vertical, the Pacifica project University Place, WA complex building projects at a higher level of will set the bar for the future build out, and it is imperative that the 2003 Fisher Pavilion at the Seattle Center, WA first phase meets the expectations of all stakeholders, particularly the 2000 Bainbridge Island City Hall, WA performance and beauty than the Miller Hull environmental organizations. 199 Patagonia Distribution Center, Reno, NV Partnership. Contributing to this success is their skill in orchestrating a highly collaborative design This challenge is exhilarating for us, as our reputation is based process with their consulting partners and project on 3 years of designing projects in sensitive sites. Our work is OTHER SUSTAINABLE DESIGN AWARDS stakeholders, their performance-based design designed to leave the smallest possible footprint on its environment. 2012 AIA What Makes it Green Award: LOTT Clean Water approach, and the rigor and discipline they bring We incorporate green building techniques from the early conceptual Alliance Regional Services Center, Olympia, WA phase, resulting in long-term operational and maintenance cost 2012 AIA What Makes it Green Award: Bullitt Center, Seattle, WA to their work. savings by reducing the amount of energy needed to operate the 2011 Eco-Structure Magazine Evergreen Awards: Bullitt Center, building as well as the amount of energy required to construct the Seattle, WA Robert Pea, Associate Professor, University of Washington 2010 Sustainable Building Industry Council Beyond Green Award: Department of Architecture, Integrated Design Lab 2. 2012 building. With our extensive experience, we can guide you through the cost-benefit analysis of each sustainable strategy component. LOTT Clean Water Alliance Regional Services Center, Olympia, WA Miller Hull is committed to being sustainable in our business practices, 2010 AIA What Makes it Green Honorable Mentions: as well. To offset the greenhouse gasses produced in our operation Northwest Maritime Center, Port Townsend, WA energy use, production of office equipment and supplies, etc., we 2009 Sustainable Building Industry Council Beyond Green Award: purchase Green Tags, which substitute renewable energy sources to itsap County Administration Building, Port Orchard, WA ensure our office is Carbon Neutral. 200 AIA What Makes it Green Top 10 Regional Award: Bertschi School, Seattle, WA Sustainable principles are inherent in everything that Miller Hull 2007 Boston Society of Architects Sustainable Design Award: produces, but the degree that we design to is determined by the Patagonia Distribution Center, Reno, NV client. We work with our clients to determine how environmentally 2007 Boston Society of Architects Sustainable Design Award: beneficial design can enhance their particular project and integrate South Lake Union Discovery Center, Seattle, WA with their priorities.

We have completed LEEDT C projects, including: one Platinum and seven Gold Certified projects, received AIA N T T G P A and are currently working on projects that are designed to N energy consumption and projects designed to meet the L CT Bullitt Center, Seattle, WA under construction Designed to meet the Living Building Challenge, the highest standard of sustainable design.

28 The MILLER HULL Partnership

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COST CONTROL, COLLABORATION & FLEXIBILITY OUR APPROACH We have found the best way to stay on schedule is to stay on budget, utilizing a . This should include integration of your general contractor early in the process. Working closely with CM/GCs and/or independent estimators provides pertinent cost intelligence in “real time” as we monitor market conditions, which in turn informs the design. Our best successes resulted from using costing data beyond the pricing milestones to facilitate life-cycle cost studies, analyze cost and schedule risk, and facilitate value engineering workshops. Miller Hull will be intimately involved in these efforts, reviewing and ensuring that , and we will facilitate efficient CM/GC cost reconciliations when available to ensure smooth and efficient transitions from phase to phase.

In addition to controlling costs, the single most effective key to schedule management is planning and communication. As we commence each project in our office, the entire design process is planned including critical path relationships, participation among key team members and core steering groups, key presentations, regular team meetings, progress submittals, agency coordination, CM/GC procurement and constructability tasks if applicable, and review periods all within established, realistic phase durations. The schedule is the team’s road map for a project and it must be clear and current.

PERFORMING WITHIN BUDGET Early decisions establish the foundation for project success. In this economic climate where public institutions are under pressure to make smart and careful decisions, our process includes budgetary “check-points” throughout the process. Program verification allows for budget reconciliation to occur from the very start and sets the tone for conceptual design work to be developed afterwards. Cost reports developed after the completion of each sub- phase allows the project to make minor, incremental adjustments during the course of conceptual design without significant impacts. It has been our experience that substantial changes late in the design process have the greatest, adverse project cost and schedule impacts. While this approach keeps the project within the budget and on schedule, it also manages expectations among the various constituents from drastic changes in design direction. This successful model applies to either Design-Bid-Build or CM/GC delivery methods. Tracking costs during the design process would be proposed to occur at these stages: • is performed, comparing the project’s starting point with other comparable projects at academic institutions and market forecasts. This exercise strives to make the cost of the project more open and understandable to everyone, particularly with those without a cost estimating background, as the project begins the visioning process. • is developed once the program needs are identified, and where historical costs for similar projects are compared to the program. Our team will investigate and develop budgets for portions of the work. • will be developed for each program layout option for evaluation before proceeding with the preferred option. Our team will compare the costs of the various program options, and refine and develop costs for the building envelop and interiors. This work includes further refinement of costs for on and off site development. • is the estimate of probable cost for the one preferred and developed approach option, and is updated as the project proceeds from Design Development through Construction Documents.

Life-cycle costing studies can also assist in decision making during the schematic design process by shedding light on potential operations and maintenance (O&M) costs. We recognize that proper funding for O&M costs can be difficult for a public agency. We encourage the University to take these opportunities into consideration when budgeting a project such as this — particularly keeping this facility’s attractiveness in tip-top shape to properly serve as a recruitment tool. Our team can assist with both the capital and operations budgets during these critical planning efforts.

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Phase Start End Duration Predesign/Program 7/1/2005 10/31/2005 4 months Schematic Design 11/1/2005 12/31/2005 2 months Design Development 1/1/2006 3/31/2006 3 months Construction Documents 4/1/2006 12/31/2006 9 months Bidding 2/15/2007 3/15/2007 1 month Construction Unbuilt Unbuilt

Phase Start End Duration Predesign/Program Schematic Design March 2002 May 2002 2 months Design Development January 2003 July 2003 Construction Documents September 2005 June 2006 (stop and start) Construction Documents November 2007 January 2008 2.5 months (rephase / repackage project for fundraising) Bidding January 2008 February 2008 1 month Construction May 2008 August 2009 14.5 months Completion Date August 7, 2009 Notes: (delays, etc) Several design delays awaiting fundraising efforts by the owner.

Phase Start End Duration Predesign/Program 2/00 4/01 14 months Schematic Design 9/01 12/01 3 months Design Development 1/02 1/03 12 months Construction Documents 2/03 9/03 7 months Bidding n/a n/a n/a Construction 1/04 3/05 14 months Completion Date March 14, 2005 Notes: (delays, etc) Project construction schedule slipped five working days.

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REPRESENTATIVE PROJECTS

THE WHARF AT POINT LOMA AMERICA’S CUP HARBOR San Diego, CA

CLIENT/REFERENCE RESIDENTIAL UNITS for-sale Point Loma Marina, LLC John Grimstad, Managing Member RELEVANCE 19..9217 Analysis of long-term operations and life-cycle costs based on COPLETION 2009 mixed-use program COST . million SIE 30,000 SF Public promenade connects to TPE OF CONSTRUCTION numerous parks and other V non-rated commercial development

U D The Wharf at Point Loma is a commercial and marina development on Port of San Diego property in America’s Cup Harbor. A planned 30,000-square-foot project, the initial phase of approximately 20,000-square-feet has completed construction. The ground floor of the development is activated with a restaurant and retail spaces, while the upper levels are offices and other marina support functions with decks and expanses of windows looking out to the view. A combination of owner-occupied and tenant space, the offices have been designed to allow functional flexibility and to adapt to the changing needs of the facility over time. This mix also required a careful balancing of the long-term operations life- cycle costs with the initial expenditure. R C The design expression draws inspiration from San Diego’s working waterfront, with an honest expression of structural framing and simple forms, materials and clean details. Heavy timber with galvanized steel fittings frame large expanses of glass oriented toward the waterfront. C P P Site development included a continuous 10-foot-wide public promenade along the water’s edge connecting a series of new public parks and adjacent commercial developments.

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REPRESENTATIVE PROJECTS

PIER 32 MARINA ON SAN DIEGO BAY National City, CA

CLIENT/REFERENCE RESIDENTIAL UNIT for-rent Point Loma Marina, LLC John Grimstad, Managing Member PROJECT IGLIGTS 19..9217 First new marina to be developed on San Diego Bay for 1 years COPLETION 200 COST 3 million Mixed-use program includes SIE 9,12 SF marina support spaces, retail and TPE OF CONSTRUCTION residential V non-rated

P S Two main buildings are linked with pedestrian bridges and a stair tower. The program includes marina support spaces with locker rooms and showers, an exercise room, dryheated storage, laundry facility, boater’s lounge, community conference room, large outdoor terrace, groceryfood-service tenant space, and open office spaces for the marina management and other tenants. Also included is a residential unit for rental, or to be used by the marina managementsecurity D C The design incorporates a post-and-beam structural system with exposed glulam columns and beams, exposed wood decking at ceilings, and exposed bolted plate connections. The building’s linear form is an extrusion of shed roofs with a raised clerestory roof monitor. Exterior materials include durable cement-board siding at the lower story base and ship-lap cedar siding at the upper story. Sloped roofs utilize standing-seam metal roofing panels. Interior spaces open up to the promenade and upper terrace with expansive operable overhead doors. Site work includes a pedestrian promenade that connects to gangways and piers.

I think the designs of Point Loma Marina and Pier 32 embody the working waterfront with attention to the relationship between people, the land and water. The designs are unique, innovative and yet “Old World” in their construction palate. elly Falk, Asset Manager, Port of San Diego Real Estate

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REPRESENTATIVE PROJECTS

KETTENBURG MARINE AMERICA’S CUP HARBOR San Diego, CA

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PROJECT APPROACH PROJECT APPROACH

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WATERFRONT EXPERIENCE

UNIVERSITY OF WASHINGTON CONIBEAR SHELLHOUSE, STUDENT ATHLETE ACADEMIC CENTER, Seattle, WA

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WATERFRONT EXPERIENCE

The MILLER HULL Partnership 7

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WATERFRONT EXPERIENCE

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WATERFRONT EXPERIENCE

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WATERFRONT EXPERIENCE

NORTHWEST MARITIME CENTER Port Townsend, WA

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FirmProfile

Ethos Year Established

EPT DESIGN landscape architecture | urban design | planning 1962 is a group of diverse personalities working together to make places that enrich communities and lives. Principals We thrive when collaborating with forward-thinking Stephen Carroll, ASLA, LEED AP people and organizations. Building on each other’s Matthew Durham, ASLA strengths and differences, we believe our eclectic Nord Eriksson, ASLA perspectives give heart and soul to the places we Matthew Hall, ASLA, LEED AP make. Ric Vanderwood, ASLA

We aim to balance art, ecological integrity and Pasadena Studio technical expertise to make environments that are 844 East Green Street, Suite 201 meaningful, well-crafted and enduring. Our design Pasadena, California 91101 teams seek solutions that resonate with the cultural, T | 626.795.2008 natural and historic contexts of the places we work F | 626.795.2547 … solutions that are so right they feel meant to be. Irvine Studio Story 9821 Irvine Center Drive Our roots are in Southern California, where an Irvine, California 92618 explosion of growth in the second half of the 20th T | 949.502.4500 century began our fifty years of place-making. This F | 949.502.4510 dynamic and phenomenal environment is fertile soil for design inspiration and innovation. www.eptdesign.com

Since 1962 we have provided a high level of design and service for campuses, municipalities, homeowners, organizations and developers. Curiosity drives us forward as time shapes our experiences and understanding. As our practice evolves from an era of “better living through engineering” to one of holistic design we maintain the core beliefs of our founding partners: to foster a familial studio culture and to engage the world outside.

EPTDESIGN

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DesignApproach

Project Process Quality Assurance Our approach begins with one task: understanding the In order to assure plans are free of errors, all projects client’s goals and objectives. This is achieved through have a Project Manager and Principal-In-Charge an initial workshop with the EPTDESIGN team, the identified. The Project Manager and Principal are client, and staff to obtain a clear understanding involved in the development of design and details of the project objectives and to formulate our throughout the span of the project. design strategy. We establish key contacts, lines of communication, and outline a guide for the work As construction plans near completion, we use an process. iterative process allowing the Project Manager to first review plans for completeness and work with The process begins with a review of the program, the team to revise items as necessary. Before plans budget, schedule, user needs, and any special are considered final and sent out for bid and/or concerns. Once the program is confirmed, we construction they are reviewed one additional time conduct a thorough site review - analyzing the by a Principal and all outstanding items resolved. topography, orientation, and context to identify opportunities and constraints. Controlling Costs and Schedule EPTDESIGN has an outstanding record of honoring It has been our experience that each site has a our contracts and bringing projects to completion great “story” to tell. Unearthing this unique history in an efficient and thorough manner. Our design and incorporating that research informs our design studios are staffed to maximize flexibility and meet approach. As we move forward in the process, we the diverse demands of each project. We control utilize bubble diagrams, program layouts, grading project costs with a collaborative design process that concepts, and cost estimates to explore and evaluate emphasizes communication to ensure we know our alternative schemes with the client. client’s goals and expectations.

When a final direction is established, the preferred Specifically, we take time at the beginning of our scheme or plan is then fully developed into a final projects to identify all participants, communicate report or thoroughly coordinated set of construction clearly with our clients to define the scope of our documents. It is our goal to promote a seamless flow projects, and define a work plan. Internally, we with the client, project team, and governing agencies establish a project team to efficiently and effectively through every phase of the project. manage time, quality and costs. We keep up-to-date with project milestones through budget reports and staff meetings, allowing these milestones to define goals for the project team. Through this methodical approach, we are easily able to identify what needs to be done to meet the client’s expectations should work fall behind schedule without affecting the overall budget.

EPTDESIGN

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MatthewHall ASLA, LEED AP Principal

Education t5IF1BSLBU*SWJOF4QFDUSVN$FOUFS *SWJOF $" #BDIFMPSPG4DJFODFJO-BOETDBQF"SDIJUFDUVSF t$SFTDFOU7JMMBHF"QBSUNFOU)PNFT 4BO+PTF $" 5IF0IJP4UBUF6OJWFSTJUZ $PMVNCVT 0) t3JWPMJ"QBSUNFOUTBU/FXQPSU#MVGGT /FXQPSU#FBDI $" t4BOUB#BSCBSB$POEPNJOJVNT /FXQPSU#FBDI $" Registrations t5IF-FOOPYBU$FOUSBM1BSL8FTU *SWJOF $" -JDFOTFE-BOETDBQF"SDIJUFDU t5IF#FMWFEFSFBU$FOUSBM1BSL8FTU *SWJOF $" 4UBUFPG$BMJGPSOJB t#BZ.FBEPXT3&4BOE 4BO.BUFP $" -&&%"DDSFEJUFE1SPGFTTJPOBM t1BSD"OBIFJN "OBIFJN $" t5SJP"QBSUNFOUT.JYFE6TF 1BTBEFOB $" Affiliations t$BSNFM-VYVSZ"QBSUNFOUT 4BO%JFHP $" "NFSJDBO4PDJFUZPG-BOETDBQF"SDIJUFDUT 64(SFFO#VJMEJOH$PVODJM0SBOHF$PVOUZ Mixed-use 6SCBO-BOE*OTUJUVUF t(SFFOMBOE-VXBO.JYFE6TF 4IBOHIBJ 13$ "NFSJDBO*OTUJUVUFPG"SDIJUFDUT t6QUPXO$BJSP $BJSP "SBC3FQVCMJDPG&HZQU t-W4IVO,PV %BMJBO 13$ Biography

.BUUIFX)BMMIBTCFFOJNNFSTFEJOUIFQSPGFTTJPOBOEB Parks XJEFBSSBZPGQSPKFDUTTJODFIJTHSBEVBUJPOGSPN5IF0IJP t1"1VCMJD1BSL *SWJOF $" 4UBUF6OJWFSTJUZJO"TB%JSFDUPSPG%FTJHOGPSUIF t4UPOFHBUF1BSL *SWJOF $" GJSN .BUUIFXJTLFFOMZBXBSFUIFQMBDFTXFNBLFXPOU t,OPMMDSFTU1BSLBU2VBJM)JMM *SWJOF $" MJWF JO JTPMBUJPO BOE TUSJWFT UIBU PVS XPSLT JOUFSBDU XJUI t2VBJM)JMM$PNNVOJUZ1BSL *SWJOF $" UIFDVMUVSFUIFZTIBSF)FCSJOHTFYUFOTJWFLOPXMFEHFBOE t/PSUIQBSL/FJHICPSIPPE1BSLT *SWJOF $" FYQFSJFODFJOUIFBSFBTPGFOUFSUBJONFOUBOESFUBJMEFTJHO t5IF.FTB1BSLBU#POJUB$BOZPO /FXQPSU#FBDI $" IJHIEFOTJUZSFTJEFOUJBM DPNNFSDJBMBOEDPSQPSBUFGBDJMJUJFT t4VOTFU3JEHF1BSL /FXQPSU#FBDI $" EFTJHO POQPEJVNTUSVDUVSFT BOENBTUFSQMBOOJOH Planning

Project Experience t0SDIBSE)JMMT *SWJOF $" Campus t1PSUPMB4QSJOHT *SWJOF $" t1"*64%&MFNFOUBSZ4DIPPM *SWJOF $" t-JCFSUZ -BLF&MTJOPSF $" t)VBXFJ&OWJSPONFOUBM5FDIOPMPHZ$FOUFS #FJKJOH 13$ t/PSUIQBSL4RVBSF *SWJOF $" t4BEEMFCBDL$PNNVOJUZ$IVSDI 'PPUIJMM3BODI $" t/PSUI1FBL$PNNVOJUZ.BTUFS1MBO -BLF&MTJOPSF $" t,BJTFS1FSNBOFOUF)PTQJUBM$BNQVT *SWJOF $" t%BJSZ)JMM 4BO+PTF $"

High Density Retail

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EPTDESIGN

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MatthewDurham ASLA, Principal

Education Parks I Open Space Bachelor of Science in Landscape Architecture t1PSUPMB4QSJOHT$PNNVOJUZ1BSL *SWJOF $" California State Polytechnic University, t1PSUPMB4QSJOHT/FJHICPSIPPE1BSLT *SWJOF $" San Luis Obispo, CA t5PNBUP4QSJOHT0QFO4QBDF *SWJOF $" t5VSUMF3JEHF/FJHICPSIPPE1BSLT *SWJOF $" Registrations t-BT-PNBT$PNNVOJUZ1BSL *SWJOF $" Licensed Landscape Architect, t-BHVOB"MUVSB/FJHICPSIPPE1BSLT *SWJOF $" State of California #4840 t0BL$SFFL$PNNVOJUZ1BSL *SWJOF $" t/PSUIXPPE&ODMBWF"/FJHICPSIPPE1BSL *SWJOF $" Affiliations t.POUFSFZ7JMMBHF$PNNVOJUZ1BSL 3BODIP.JSBHF $" American Society of Landscape Architects t5IF1SFTFSWF/FJHICPSIPPE1BSL $IJOP $" US Green Building Council - Orange County t5SBJM4UBHJOH"SFBT $PVOUZPG0SBOHF $" t5IF*SWJOF3BODI$POTFSWBODZ7JTJPO1MBO *SWJOF $" Biography Matthew Durham has served as the lead landscape architect Mixed Use on a wide variety of domestic and international projects. t1BSL1MBDF.JYFE6TF *SWJOF $" His experience includes master planned communities, parks t$JWJD1MB[B.JYFE6TF /FXQPSU#FBDI $" and recreation, open space resource planning, urban mixed t+FEEBI(BUF.JYFE6TF%FWFMPQNFOU 4BVEJ"SBCJB use/ revitalization sites, campus facilities, commercial, retail, t+FEEBI(BUF#VTJOFTT1BSL 4BVEJ"SBCJB federal base re-development, entitlement documentation and t3JWFSIFBE3FTPSUT -POH*TMBOE /: design guideline preparation. Matt oversees projects from t$SZTUBM$PWF1SPNFOBEF /FXQPSU$PBTU $" concept to construction implementation to ensure success t5IF.BSLFUQMBDF *SWJOF $" in meeting our high technical expectations and our client’s needs. Prior to joining EPTDESIGN, he was associated Federal with EDAW, Inc. (Irvine) and AECOM Technical Services t/"4"4VTUBJOBCMF3FTFBSDI$FOUFS .PGGFU'JFME $" (Southern California Division). t(4"4BO:TJESP-BOE1PSUPG&OUSZ1FEFTUSJBO#SJEHF East Landing, San Diego, CA*

Project Experience t5PSPOUP5SBOTJU$PNNJTTJPO$BSIPVTF*OTQFDUJPO#BZ Community (SFFO3PPG 5PSPOUP $BOBEB t(SFBU1BSL/FJHICPSIPPET *SWJOF $" t"TICSJEHFT#BZ(SFFO3PPG 5PSPOUP $BOBEB t1PSUPMB4QSJOHT *SWJOF $" t#PMMJOH"JS'PSDF#BTF 8BTIJOHUPO%$ t5VSUMF3JEHF *SWJOF $" t-BOHMFZ"JS'PSDF#BTF "MFYBOESJB 7" t-BHVOB$SPTTJOH $" t)JEEFO)JMMT *SWJOF $" Streetscape t0SDIBSE)JMMT *SWJOF $" t*SWJOF$FOUFS%SJWF *SWJOF $" t/PSUIXPPE *SWJOF $" t4BOE$BOZPO"WFOVF *SWJOF $" t5VTUJO-FHBDZ 5VTUJO $" t7BMMFZ0BL *SWJOF $" t"MJTP3JEHF .JTTJPO7JFKP $" t8BUFSXPSLT8BZ *SWJOF $" t7JDUPSJB(SPWF 3JWFSTJEF $" t8BMOVU"WFOVF 0SBOHF $" t)BSWFTUPOBUUIF-BLF 5FNFDVMB $" t)BHFNBO3PBE #BLFSTGJFME $"

EPTDESIGN *Project experience while at another firm.

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IanMorris ASLA Associate

Education t%VNF%SJWF 1SJWBUF&TUBUF .BMJCV Bachelor of Science in Landscape Architecture tUI4USFFU8BMLTUSFFU 1SJWBUF3FTJEFODF University of Wisconsin, Madison, WI .BOIBUUBO#FBDI t"OHFMP%SJWF 1SJWBUF&TUBUF #FWFSMZ)JMMT Registrations Licensed Landscape Architect, State of California #4988 High Density

t1BSL1MBDF"QBSUNFOUT *SWJOF $" Affiliations t4QFDUSVN-PU"QBSUNFOUT *SWJOF $" American Society of Landscape Architects t4QFDUSVN-PUT"QBSUNFOUT *SWJOF $" Urban Land Institute Multi-Family Residential

Biography t-BUJUVEF 7FOJDF#FBDI Ian brings over a decade of high-quality design experience t/PSUI1BSL"QBSUNFOU)PNFT 4BO+PTF to our team, where his expertise in hospitality, commercial t5IF7JMMBHF"QBSUNFOU)PNFT 4BO+PTF and residential projects is always guided by an energetic t0DFBO"WFOVF 4BOUB.POJDB perspective and an appreciation for contextually-sensitive t.POUF7JTUB"QBSUNFOU)PNFT 4BO%JFHP design. His passion for thoughtful, timeless and exquisitely- t1SPNPOUPSZ1PJOU"QBSUNFOU)PNFT /FXQPSU#FBDI crafted design can be seen throughout the entire process t5IF$PMPOZ"QBSUNFOU)PNFT /FXQPSU#FBDI from design inception through project completion. Prior t-B+PMMB1BMNT"QBSUNFOU)PNFT 4BO%JFHP to joining EPTDESIGN, he was associated with The t/FXXQPSU#MVGGT"QBSUNFOU)PNFT /FXQPSU#FBDI Collaborative West and KAA Design Group. Commercial

Project Experience t/FXQPSU$PBTU4IPQQJOH$FOUFS /FXQPSU#FBDI Resorts & Hotels t'BTIJPO*TMBOE #PC#VSOT&YQBOTJPO /FXQPSU#FBDI t5FSSBOFB3FTPSU 3BODIP1BMPT7FSEFT t2VBJM)JMM3FUBJM$FOUFS *SWJOF t&TUBODJB-B+PMMB3FTPSUBOE4QB -B+PMMB t$PSQPSBUF1MB[B8FTU /FXQPSU#FBDI t3BODIP7BMFODJB3FTPSUBOE4QB 3BODIP4BOUB'F t4PMBOB#FBDI.JYFE6TF 4PMBOB#FBDI t-B7BMFODJB)PUFM -B+PMMB t4QFDUSVN1MBOOJOH"SFB *SWJOF t3JU[$BSMUPO#BDIFMPS(VMDI 7BJM $0 t-B+PMMB1MBZIPVTF -B+PMMB t8FTUJO,JFSMBOE3FTPSU 4DPUUTEBMF "; t.POUBHF3FTPSU -BHVOB#FBDI t)PUFM%FM$PSPOBEP#FBDI7JMMBT $PSPOBEP

Residential

t5IF$PMMJOT3FTJEFODF 3BODIP4BOUB'F t5IF#PXFS3FTJEFODF -BHVOB#FBDI t5IF)BTMFUU3FTJEFODF #POJUB t5IF4JNPO3FTJEFODF 4BO$MFNFOUF t5IF4USBOE 1SJWBUF3FTJEFODF .BOIBUUBO#FBDI t.-- 1SJWBUF&TUBUF #FM"JS&TUBUFT

EPTDESIGN Project experience while at another firm.

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KnollcrestPark Irvine, California

Client: Irvine Company Community Development

Quail Hill’s distinctive park system offers residents a variety of amenities including expansive rolling lawns, community trails, children’s play lots, and a variety of pool areas. Knollcrest Park is the primary park for the community, and is located in the central core. As a major project between the developer and the City, Knollcrest Park provides a resort-like setting, rich architectural detailing, and playful components all set amongst two naturalized knolls that create the central focal elements to the community. Tasks included Schematic Design, Design Development, Construction Documentation, and Construction Observation.

EPTDESIGN

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QuailHill Retail Center Irvine, CA

Client: Irvine Community Development Company

Nestled into the Southern hills of an open space preserve and adjoining residential community, Quail Hill Shopping Center is a bustling activity center for its neighbors. A unique retail experience, the 150,000 square foot center is composed of a series of buildings, many of which have connections that lend themselves to unique courtyards, seating areas, and alfresco dining experiences. The series of Santa Barbara-influenced architectural nodes is linked through a common landscape aesthetic of lush foliage, rich palm and canopy tree plantings. Services for this retail center included all phases of design and construction from Visioning and Conceptual Design through final construction.

EPTDESIGN

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MarriottCoronado

Island Resort Renovation San Diego, California

Client: Host Hotels & Resorts

EPTDESIGN is working with Houston Tyner Architects and WATG Interiors on the rebranding of Host’s Marriott Hotel spa facility and new 14,200 square foot ballroom at their Coronado Island Resort. The landscape design involves a new tennis court, a lap pool, four Jacuzzis, poolside shade structures, tranquil spa gardens and a sweeping themed planting around the ballroom that enhances views to the Coronado Bridge beyond. Tasks included Schematic Design, Design Development, Construction Documentation, and Construction Observation.

EPTDESIGN

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FirmReferences

HOK The Ratkovich Company Michael Fuller, Senior Associate Wayne Ratkovich; Claire DeBriere 9530 Jefferson Boulevard 800 Wilshire Blvd, Suite 1425 Culver City, California 90232 Los Angeles, CA 90017 310.838.9555 213.486.6500

HMC Architects Scheurer Architects Kevin O’Brien, Director of Design Mark Scheurer 3270 Inland Empire Boulevard 20411 Southwest Birch Street, Suite 330 Ontario, California 91764 Newport Beach, CA 92660 909.989.9979 949.752.4009

Pepperdine University Brookfield Homes Masoud Mahmoud, Associate VP Campus Planning Adrain Foley; Brian Geis 24255 Pacific Coast Highway 3090 Bristol Street, Suite 200 Malibu, California 90263 Costa Mesa, California 92626-3061 310.506.7717 714.200.1652

Pomona College Studio One Eleven James Hansen, Director of Campus Planning Allan Pullman; Winston Chang 101 North College Way 111 West Ocean Blvd, 17st Floor, Suite 1750 Claremont, California 91711 Long Beach, CA 90802 909.621.8136 562.901.1500

Fuller Theological Seminary Baywood Development Lee Merritt, VP of Finance Neal Pederson; Bill Watt 135 North Oakland Avenue 160 Newport Center Dr., Suite 155 Pasadena, California 91182 Newport Beach, California 92660 626.584.5460 949.640.2622

SmithGroup Mark McVay, Principal 444 South Flower Street, Suite 4700 Los Angeles, California 90071 213.228.6926

EPTDESIGN

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AwardsList

2011 Los Angeles Section APA Awards 2005 Gold Nugget Awards Glendale Heritage Garden Villa Siena Planning Landmark Award Merit Award - Best Community Site Plan

2010 California Construction 2005 Gold Nugget Awards Frontier Project Pepperdine University - Heroes Garden Best of 2010 for Outstanding Architectural Design Honor Award

2009 US Green Building Council - IE Chapter 2005 Gold Nugget Awards Malibu Middle and High School Campus Improvement Pepperdine University - Smothers Theater Award of Excellence Merit Award

2007 Southern California Chapter ASLA Awards 2004 MAME Awards - Sales & Marketing Council Baywood Collection Homes at Santaluz Careyes Honor Award - Residential Development Design Detached Community of the Year - Over $1 Million

2007 Southern California Chapter ASLA Awards 2003 National Association of Home Builders Summit Luxe Hotel Sunset Boulevard Sentinels at Santa Luz Merit Award - Institutional Design Detached Community of the Year

2007 Southern California Chapter ASLA Awards 2003 MAME Awards University of Redlands Env. Science Campus Citrus at Turtleridge Merit Award - Institutional Design Best Model Complex Landscape Design Best Attached Community of the Year 2007 Gold Nugget Awards Best Detached Community of the Year Orchard Hills Grand Award - Best On-The-Boards Site Plan 2003 MAME Awards - Sales & Marketing Council Citrus at Turtle Ridge 2006 Gold Nugget Awards Detached and Attached Community of the Year Piemonte at Ontario Center Merit Award - Best On-The-Boards Site Plan 2002 Gold Nugget Awards Sentinels at Santa Luz 2006 Gold Nugget Awards Merit Award - Residential Project of the Year Detached The Shops at The Alhambra Merit Award - Best Retail Project 2002 National Association of Home Builders Pillar of the Industry Awards 2005 Gold Nugget Awards Terra Bella Baywood Collection Best Site Plan - Suburban Best of Sale Community Community of the Year

EPTDESIGN

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RelevantExperience

Retail Experience

Park Experience

Hospitality Experience

Projects Crystal Cove Promenade David Allan Hubbard Library Delrey at the Village El Paseo Park Estancia La Jolla Resort & Spa Frontier Project Demonstration Garden Hercules Playa Vista Knollcrest Park Liberty Lincoln and Rose Luxe Hotel Sunset Boulevard Luxelakes Villas Marriott Desert Springs - The Spa Renovation Marriott Coronado Island Resort Renovation Orchard Hills Settlers Park Pepperdine University Heroes Garden Pepperdine University Smothers Theater Pomona College Smith Campus Center Quail Hill Retail Center Santa Ana Court of Appeals Shops at the Alhambra Sunset Ridge Park The Alhambra Uptown Cairo USD Student Center Westﬁeld UTC Woodbury Parks

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rick engineering company

Rick Engineering Company is an award winning, multi-disciplined planning, design, and engineering corporation founded in 1955. We maintain divisions that focus on civil engineering, transportation and With over 196 employees traffic engineering, urban design and planning, redevelopment, landscape company-wide, we are architecture, construction services, surveying, mapping, photogrammetry, capable of mobilizing water resources, and geographic information systems (GIS). Our quickly on projects, company’s broad array of development-related design disciplines allow us providing the utmost to provide comprehensive services that can be managed in-house to assure optimum project quality and efficiency. The advantage is not quality of service. merely that we have the specialized skills required, but that we can better control the character, timing, and cost of this effort.

Our company promotes a continuous emphasis and commitment to quality control through all phases of the project. This is facilitated by attention to the company’s manual on quality control standards, periodic quality control seminars, and staff performance reviews throughout the company. These measures are applied to all levels of work including project scheduling, internal reviews, record keeping, documentation, and plan preparation. The assigned project engineer maintains a quality control plan and checklists for each project task. Quality control review is conducted by our Project Manager throughout the development of the project and prior to plan finalization.

We have significant experience in dealing with the regulations, Office Locations processes, and personnel of various agencies. This familiarity goes San Diego, Orange, Riverside, beyond the lead agencies to include significant experience with other San Luis Obispo, Sacramento, local agencies, utilities, and communities. This local agency experience Phoenix, Tucson and familiarity will provide significant value when involving multiple agency stakeholders.

Our standard is to provide our clients with an exceptional product of the highest quality. At the onset of every project, we conduct exhaustive field research to better acquaint ourselves with each of the project's dynamics. We put careful forethought into identifying potential opportunities and constraints at the initiation of the process to ensure effective and efficient mitigation measures.

We pride ourselves on treating our customers as though we were a boutique firm so that our customers enjoy personal service with easy access to our project man ager, while also benefiting from our broad range of services. It is this philosophy that has awarded us the “Engineering Project of the Year” eight times in the past three years by the American Public Works Association, the America n Society of Civil Engineers, and the California Society of Professional Engineers and Land Surveyors. We hope to embark on future projects with our goal being to achieve the same level of success.

On any project we undertake, adherence to schedule and budget is of utmost importance. Project challenges must be identified at the outset to avoid adverse effect to the project's schedule and budget. Design must not only work on paper, but must provide for constructability and minimal disruption to the stakeholders. We take seriously the financial restrictions that exist for every project. Timeliness, accuracy, and cost-adherence are the hallmarks of a Rick project.

Our goal with every project is to achieve client sati sfaction, not only with the final product, but with the process as well. We show our clients that they are in g ood hands with us and we understand that the best relationships are those based upon open, candid communication.

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rick engineering company

Division Overview Our Civil Engineering Division can take a project through planning and zoning, preliminary design, mapping/plotting, and ultimately to the final design stage where the project is ready for bid and construction. Thereafter, we provide construction services through plan clarification, contractor and field surveyor coordination, and as-needed plan revision.

The Landscape Architecture Division has more than twenty years of landscape and irrigation experience in California with a vast portfolio of award winning projects including residential, commercial, industrial, recreational, campus, hotels and mixed-use developments. Our landscape architects provide innovative design solutions that are responsive to the objectives and requirements of the client and project. On each project we strive to develop designs that are sensitive to both the user and the environment.

Rick’s Transportation and Traffic Division provides comprehensive services to meet the needs of our clients, both in the private and public sectors. The Division was established to offer clients a broad spectrum of traffic-related services provided by specialized personnel working with the latest technological methods available. The Transportation Division is comprised of licensed civil and traffic engineers specializing in a wide range of transportation-related planning and design services.

The Water Resources Division was established in response to an increasing demand for hydrologic and hydraulic analyses. Since then, the Division’s services have grown to include specialized water resources modeling, design, and planning programs that have been applied to over 500 project sites throughout California. The Water Resources Division maintains a staff of engineers familiar with local, state, and federal agency requirements and who use state-of-the-art equipment.

Rick’s Surveying/Mapping/Photogrammetry Division has been providing support for our many disciplines since the company’s founding. The Surveying/Mapping Division is comprised of multiple crews performing a wide variety of tasks, from initial boundary location, to preliminary topographic surveys, control surveys, and on to final construction staking tasks. Our Surveying and Mapping Division is able to call upon our Photogrammetry Division for any possible aerial mapping or photogrammetry support as may be needed or beneficial to the client.

Our Redevelopment Division is experienced in a broad range of redevelopment projects, including residential, commercial, industrial, and mixed-use projects in a downtown, inner city, or even suburban areas. Providing these services requires knowledge of redevelopment legislation, government processing requirements, and redevelopment agency missions, policies, and practices.

The Urban Design/Planning Division prepares plans and studies for residential, commercial, industrial, recreational, and mixed-use developments. Our staff members have both educational training and years of experience in land use planning, architecture, landscape architecture, civil engineering, and graphic arts. A majority of the staff has also worked for public agencies; they have a firsthand understanding of public involvement, development review, and political processes.

The Construction Management Division was originally established to provide continued assistance to our clients after plan design and approval. The Division now offers comprehensive construction management services during the bidding and negotiating phase, the construction phase, and the project closeout phase for clients in both the private and public sectors.

Rick’s GIS Services Division provides graphic support and production system support to other in-house divisions, as well as public and private clients. The Division utilizes ArcInfo, a state-of-the-art, and industry standard Geographic Information System (GIS) software package. Both ArcInfo and ArcView Geographic Information Systems (GIS) analysis software have been applied to over 300 project sites in Southern California.

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John D. Goddard, PE

P P John Goddard is an Associate Principal at the San Diego office of Rick P E E Engineering Company. In his role, he supervises a design team of E R R engineers, designers and drafters, and is responsible for managing and R S S engineering public works and land development projects. S O O O N N Mr. Goddard has extensive knowledge of engineering design. His N N N effective communication with clients and public agencies, combined N

with his excellent organization skills, have made him especially well E E E

qualified in managing complex site planning, as well as large-scale L L L

endeavors. P P Project Assignment P R R Civil Engineering A few of Mr. Goddard’s representative projects include: R O O Principal-in-Charge O F F Bay Marina Drive Phase II Widening and Marina Gateway F I I Education I L L

Streetscape – National City, CA: Served as Engineer of Work and L E

BS in Chemistry E prime consultant for the widening of Bay Marina Dr., creation of a E

1976, San Diego State University parking and pedestrian plaza over a portion of Harrison Ave., and narrowing of a portion of Cleveland Ave. and 23rd Street. The Registration project included significant streetscape, theme lighting, and Registered Professional Engineer enhanced pavement features with porous pavement areas for California, #33037 water quality as well as inter-facing with rail lines.

Years of Experience Marina Way Extension & Bay Marina Drive Phase II Widening – 35 National City, CA: As prime consultant, served as engineer-of- work and project manager for planning, preliminary engineering, limited environmental consultation, construction plans and specifications, as well as construction administration. This road extension/widening project is located adjacent to the National City Paradise Marsh National Wildlife Refuge and incorporated special design for numerous features.

Marina Gateway Plaza Hotel – National City, CA: Served as engineer-of-work for this four-acre site in National City’s Harbor District Redevelopment Area. During the discretionary process, we assisted in design for remediation on the site. Fin al engineering included subsurface detention facilities, a public access corridor, coordination with railroad agencies for incorporation of one line and abandonment of a second line, and site utilities. In addition to the hotel, the site includes a restaurant and office building.

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(continued) John D. Goddard, PE

P P B.F. Goodrich Corporate Office Complex - Chula Vista, CA: P E E Engineer-of-work in charge of management and design E R R engineering for an 11.2-acre site plan located in the Chula Vista R S S mid-bay front redevelopment zone. Mr. Goddard supervised the S O O preparation of plans for site grading and development, as well as O N N public street improvements for Lagoon Drive adjacent to the site. N N N The project involved consideration of significant environmental N E E

concerns, in addition to coordination with local, state, and federal E L L

agencies. L

P P P Chula Vista Nature Interpretive Center - Chula Vista, CA: This R R project is located in the Chula Vista Bay Front and work included R O O project management and design engineering for all site plans O F F pertaining to an environmentally-sensitive site including storm F I I I L L water detention facilities. Successful project completion L E E necessitated extensive coordination with numerous regulatory E

agencies, in addition to traditional engineering activities.

Chula Vista Bayfront Local Coastal Program Land Use and Specific Plan – Chula Vista, CA: Project Management and Engineering for this complex mixed-use resort bayfront project. Planning and engineering for this project included studies and preliminary sewer, water, and drainage design; cost estimates; engineering for environmental considerations with the federal preserve for marsh rehabilitation; and project team coordination, as well as coordination with local state and federal agencies.

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Merkel & Associates, Inc.

KEITH W. MERKEL

Principal Consultant, Merkel & Associates, Inc. San Diego, California. September 1994 to present.

Mr. Merkel has 30 years of experience as a professional biologist and has coordinated, conducted, or assisted in ecological and zoological work on over 4,000 projects in California, Washington, Oregon, and Alaska. He is a hands-on principal at Merkel & Associ ates and has served as a senior scientist for such large projects as the Batiquitos Lagoon Enhancement Project Long-term Monitoring Program, the Oakland Middle Harbor Enhancement Project and Shoreline Park, and the Bolsa Chica Lowlands Wetland Monitoring and Maintenance Program. Mr. Merkel is widely recognized as an expert on the federal Clean Water Act and has further expertise with the National Pollutant Discharge Elimination System (NPDES) requirements. He is well versed in programs and practices under the California Fish & Game Code, as well as the Coastal Act, CEQA/NEPA, and state and federal Endangered Species Acts. He has also been instrumental in the development of numerous creative techniques to provide increased flexibility in construction timing and environmentally sound construction methods. He has served as a technical advisor and consultant to the U.S. Army Corps of Engineers, Seattle, Portland, San Francisco, and Los Angeles Districts, National Marine Fisheries Service, Fish & Wildlife Service, California Department of Fish & Game, Regional Water Quality Control Board, California State Lands Commission, and the Oregon Division of State Lands. He has been a policy advisor to many of these agencies on various aspects of regulatory practice and standards. He was appointed as an advisor, by the recommendation of the Army Corps of Engineers Waterways Experiment Station, to the National Academy of Sciences - Marine Board, National Research Council: Committee on the Role of Technology in Habitat Protection and Enhancement. Mr. Merkel has an educational and professional background in ecology, ecological assessment, and habitat restoration.

Mr. Merkel has worked as an environmental consultant in San Diego Bay since 1984. As principal consultant for Merkel & Associates, he has supported permitting for many dock, pier, berthing, dredging, shoreline restoration, utilities, and other projects in San Diego Bay. Among these are the permitting and environmental analyses for the Point Loma Marina, the Glorietta Bay Marina, the permanent berthing of the USS Midway, the programmatic mooring permit for the San Diego Maritime Museum, Nielsen-Beaumont, Kettenberg Marine, and BAE Shipyard dock, pier, and bulkhead reconfigurations. Merkel & Associates has just completed habitat impact mitigation work for the San Diego Harbor Excursions and Hornblower dock projects and have completed similar work for the Glorietta Bay Marina, Point Loma Marina, Harbor Police Dock, USS Midway, and over forty other projects in San Diego Bay.

Within the specific project area, Mr. Merkel worked on the initial Chula Vista Bayfront redevelopment project and supported the efforts to define the buffers and wetland boundaries in conjunction with the Corps/Caltrans Sweetwater River Flood Control Channel/ SR-54 project. Mr. Merkel has also worked on the 24th Street Terminal Wharf Expansion project.

Merkel & Associates has been a continuous as-needed marine biological service provider to the Navy and Port District for nearly 15 years and has similarly provided marine investigation, permitting, and impact mitigation services to these agencies on over 10 0 projects involving in-water projects in San Diego Bay. Mr. Merkel is well known and respected by the Port, resource and regulatory agencies, and

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Keith Merkel, Merkel & Associates Page 2 of 2

environmental interest groups. He has regularly provided technical support services to these entities and as a result, has garnered an exceptionally good understanding of the issues and options available to facilitate projects. Additionally, Mr. Merkel has good access to work with agency staff, and his work is trusted by all parties, resulting in abbreviated review cycles and processing time.

EDUCATION

1985, Oregon State University, Corvallis, Oregon Bachelor of Science: Biology, Emphasis on Ecology and Aquatic Biology

1992, San Diego State University, San Diego, California Graduate studies: Ecology

RELEVANT PROJECT EXPERIENCE

Glorietta Bay Marina and Promenade Redevelopment Project Chula Vista Bayfront Redevelopment Project D Street Marsh Restoration Lovett Marsh Restoration Point Loma Marina Port of San Diego On-Call Environmental Consultant US Navy NAVFAC SWDIV IDIQ Oakland Middle Harbor Shoreline Park

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Merkel & Associates, Inc.

D Street Fill Marsh Restoration Project

Client: San Diego Unified Port District Client Contact: Ms. Eileen Maher Client Phone: (619) 686-6254 Work Period: 1994-2009

M&A was the prime consultant for the construction of an intertidal salt marsh to fulfill mitigation requirements associated with the National City Wharf Extension Project. When M&A was awarded the design and engineering contract, a site had been selected along the north side of the D Street Fill in the City of Chula Vist a. The M&A Team reviewed the existing conceptual design plan for the proposed restoration and provided a value engineering review for the purposes of developing a functional marsh habitat at the site. M&A completed preliminary field investigations to confirm target vegetation elevation range distribution, sediment grain size, TOC and TKN, topography and hydrology for the site.

The M&A Team then prepared final design plans and coordinated with resource and regulatory agencies regarding site design. The restoration consisted of approximately 6.0 acres of created intertidal habitat including an intertidal basin intercepted by a network of primary, secondary, and tertiary channels. Elevations ranged from approximately 1.9 to 10.4 feet MLLW and included areas of mudflat, as well as, high, middle, and low coastal salt marsh habitats. M&A provided construction monitoring and field support for Port construction management while the site was constructed.

Following construction, M&A collaborated with Port Environmental Management staff for the implementation of a marsh habitat planting program to introduce endangered salt marsh bird’s-beak (Cordylanthus maritimus ssp. maritimus) and accelerate the colonization of California cordgrass (Spartina foliosa).

M&A prepared a mitigation and monitoring plan and implemented the five-year program. The monitoring program was completed in 2009, and the D Street Marsh successfully exceeded its mitigation requirements. Subsequent to the construction of the marsh, the endangered light-footed clapper rail, Belding’s savannah sparrow, western snowy plover, and California least tern have all been noted to use the marsh. The project was designed and constructed on schedule and within the project budget.

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Merkel & Associates, Inc.

Glorietta Bay Waterfront Development Project

Client: City of Coronado Contact: Mr. Jerome Torres Client Phone: 619-522-7305 Work Period: 2005-2012

The City of Coronado’s Glorietta Bay Master Plan is a comprehensive waterfront redevelopment project. As a part of the project, the City proposed to: dredge an exi sting marina; repair failing riprap shoreline; replace and reconfigure deteriorating marina docks; remove an over-water marina building and replace the building landside; make upland promenade and roadway improvements along Strand Way/Pomona Ave; and implement an eelgrass habitat creation project to mitigate project impacts.

Dredging was necessary to remove accumulated sediment beneath the Glorietta Bay Marina and provide adequate depth for safe navigation. Work included removal and replacement of riprap that had migrated outward from the failing armored shoreline edge, as well as, bay muds from an area of approximately 1.6 acres beneath the docks. Additional excavation was done to create a revetment keyway and remove failing slope materials beyond the limits of marina dredging. The shoreline work resulted in removal of approximately 900 cy of material from along the bank.

To mitigate for project impacts, in-bay, beneficial reuse of sediment and reclaimed rock was proposed. The dredged material was used to develop an eelgrass mitigation site within waters of Glorietta Bay that were too deep to support eelgrass. The project reused salvaged revetment stone and excavated dredged material to create a submerged plateau adjacent to the lower elevations of existing eelgrass beds located south of the exi sting Glorietta Bay public launch ramp.

Merkel & Associates conducted all aspects of the environmental regulatory program sediment testing, documentation, and permitting. M&A also conducted the environmental support services needed for the CEQA actions. M&A designed and implemented the eelgrass mitigation work for the project and in 2012, the f inal eelgrass monitoring was completed with the site exceeding project mitigation needs.

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Merkel & Associates, Inc.

San Diego Aircraft Carrier Museum

Client: U.S.S Midway Museum Client Contact: Mr. Rich Benard Client Phone: (619) 398-8227 Work Period: 2001-2011

Merkel & Associates worked with the San Diego Aircr aft Carrier Museum (SDACM) to satisfy state and federal permitting requirements for the permanent mooring of the U.S.S. Midway as an historic museum on San Di ego Bay. The permits required included a Corps of Engineers section 10 permit, a Clean Water Act section 401 state water quality certification, an Endangered Species Act section 7 consultation, an essential fish habitat consultation under the Magnuson-Stevens Act, and a controversial Coastal Commission Coastal Development Permit and Port Master Plan Amendment. Subsequent to moving the Midway into berthing position, a State Lands Commission lease was necessary to move the ship bayward past the pierhead line in order to move the ship's rudders off of the formational slope and into deeper water.

Critical to obtaining permits for permanent berthing of the U.S.S. Midway, M&A worked with the SDACM Board and Port as well as resource and regulory agencies to identify a mitigation sites for offsetting nearly 4 acres of bay coverage by creating additional open water habitat. The work settled on acquisition of a tidal reach of the historic Sweetwater River Channel and restoring and creating additional tidal marshlands on what is known as Lovett Marsh. M&A developed a marsh restoration program at Lovett Marsh. The firm completed the conceptual and final restoration plans, obtained environmental permits, conducted the project construction, prepared the post- restoration monitoring plan, and conducted the monitoring and reporting. The end result developed approximately an approximately 14 acres wetland, involving 80,000 cy of excavation and dredging.

The restored marsh includes 3 acres of open water habitat created by a main marsh channel running across the site and three permanent, tidally-flushed basins, as well as new low, middle, and high marsh habitat. At the end of the 5-year monitoring program, the marsh had met its mitigation obligations and was fully accepted by resource and regulatory agencies. Additional mitigation created at the marsh was used by the San Diego Maritime Museum to offset impacts of up to 0.5 acres of bay coverage under programmatic mooring permits. M&A presently provides long-term stewardship monitoring and maintenance through a revenue stream funding mechanism for the mitigation project.

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KEY PERSONNEL

NATHAN MOEDER – THE LONDON GROUP REALTY ADVISORS

Nathan Moeder is a strategic consultant and real estate economist whose clients include real estate developers, investors, corporations, financial institutions, businesses and public agencies. Project assignments span all real estate sectors including residential developments, office buildings, industrial, hotels retail and mixed-use projects. He brings extensive experience and financial expertise as an advisor and analyst to many successful projects and assignments throughout North America.

Mr. Moeder is a real estate finance, investment and valuation expert. His experience in the finance realm ranges from working with institutional Wall Street firms on international deals to small entrepreneurial investment groups. He specializes in evaluating project feasibility and acquisition strategies, as well as structuring joint ventures and debt layers for projects. Mr. Moeder also serves as an expert witness on real estate economics and finance issues for litigation and bankruptcy cases..

He teaches real estate finance at the University of San Diego for the continuing education program and the Burnham-Moores Center for Real Estate. He is also an instructor at University of California, San Diego Extension for Investment and Development Feasibility, Real Estate Economics, and Financing Urban Development. He also instructs at Woodbury School of Architecture for Real Estate Finance and Development.

Mr. Moeder is a member of the Urban Land Institute (ULI) and serves on the board for the San Diego / Tijuana District Council and is the ULI Young Leaders Chair. He is a ULI Panel Advisory Services Honorary Associate and has participated in advisory panels in the continental U.S.

Mr. Moeder has been quoted in the San Diego Union, Los Angeles Times, Chicago Tribune, Baja Times, California Real Estate Journal, National Real Estate Investor, Meridian Star, San Diego Daily Transcript, and San Diego Business Journal. Radio and TV appearances have included: Channel 39 KNBC, Channel 10 KABC, Channel 8 KFMB, Channel 9 KUSI. He has also been featured on Channel 9 KUSI’s San Diego People.

Mr. Moeder received his Master of Science in Real Estate (MSRE) in 2006 from the University of San Diego; B.A. in Economics with concentration on mathematical theory in 1998 from the University of San Diego.

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RELEVANT EXPERIENCE

DENVER DESIGN DISTRICT

Denver, CO

This ongoing transit oriented development consists of over 70 acres located 1.5 miles from downtown Denver along major light rail corridors. Upon full buildout this project is projected to be a total of 8-10 million square feet of residential, retail, office and hospitality uses. The London Group’s role was to perform a comprehensive market analysis study and determine financial feasibility of the project. In doing so, The London Group conducted extensive market analysis to determine supportable densities and appropriate mix of uses, financial analysis to determine residual land values and acceptable returns for investors, and analyze the financing structures and public funding mechanisms available to the project.

Contact: Warren Cohen, Principal, Cohen Capital, (303) 549-6750, [email protected] Or Jim Frank, Principal, Capital Plus, (858) 699-7980, [email protected]

Start Date: July 2007

Complete Date: September 2008

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BROAD STREET CORRIDOR PLAN San Luis Obispo, CA

The focus of this project was to create a financially feasible land plan that could be immediately implemented for the redevelopment of downtown San Luis Obispo. The 140-acre study area was targeted for redevelopment to create a walkable, vibrant and commercially active corridor in a higher density setting. The London Group’s role was to conduct an analysis of the economic impact of the redevelopment, determine appropriate development intensities, recommend a mix of uses and recommend tools and incentives to promote and catalyze private investment.

Contact: Jeff Hook, Senior Planner, City of San Luis Obispo (805) 781-7176

Or Martin Flores, Director of Urban Design/Planning, Rick Engineering Company

(619) 278-5626, [email protected]

Start Date: October 2006 (report delivered 90 days later, but still working with City on densities)

Complete Date: July 2007

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BALLPARK VILLAGE/WOOD CORPORATE CAMPUS

Goodyear, AZ

Civica Development (formerly Rose Properties) is developing a 150 acre site in Goodyear Arizona, consisting of a 10,000 seat spring training ballpark for the Cleveland Indians and a corporate office campus. The London Group’s role was to make strategic planning recommendations and perform a comprehensive analysis of the market including market feasibility, pricing and absorption. A financial analysis was conducted that analyzed the public/private partnership between the landowner, developer, and city.

Contact: John Ruggieri, (former) President, Civica Development, (623) 810-2131

Start Date: May 2007

Complete Date: July 2007

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TERMS AND CONDITIONS OF PURCHASE, SALE,

OR TRANSFER OF (SUB)LEASEHOLD INTEREST

(NOTE: Complete this page only if the transaction involves a Lease transfer, or the transfer of a Sublease having a remaining term of more than five years.)

Please summarize the terms and conditions of the purchase, sale, or transfer of (Sub)Leasehold interest(s) which requires District consent, as specified in the Assignment- Sublease provisions of the District Lease. Please attach copies of the applicable sales agreement(s), escrow instructions, assignment agreement(s), or other documents in conjunction with the sale, purchase, or transfer of the (Sub)Leasehold interest(s).

FOLLOWING PAGE

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TERMS AND CONDITIONS Proposed Minimum Annual, Percentage Rents, and TOT for First 10 Years of Lease

Minimum Annual Rents Year of Lease Minimum Annual Rent

0 $0 Construction year

1 $50,000

2 $100,000

3 - 10 $250,000

(Minimum will increase in accordance with change in % Rent Schedule)

*Minimum Annual Rent will be adjusted by the percentages change in the Consumer Price Index (CPI) at the beginning of the sixth year. Percentage Rent Proposer agrees to pay the following schedule of percentage rent: • 7.5% year 0-1 of operation • 10% through year 2 of operation • 15% year 3 and on

RV Occupancy Tax Proposer agrees to pay the following schedule of RVOT:

• 7% for year 1 and 2 of operation • 9% for year 3 forward

3% of RVOT to be contributed to the TMD (N.C. Tourism and Marketing District) from inception and included in the schedule above.

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PIER 32 GATEWAY VILLAGE MARINA & RV RESORT PROJECT CONCEPT

Pier 32 Gateway Village Marina & RV Resort will compliment the tourism in National City. This new tourist base will naturally co-exist with the Pier 32 Marina guest and create a complete village in National City. Considering the median home price in the US is just over $200k and the Median motor coach is $150k, it is apparent that persons who choose RV lifestyles have discretionary income and are willing to spend it.

Pier 32 RV Resort will consist of approximately 165 RV high end rental sites. The resort will offer an open plan to accommodate today’s and the future’s complex RV lifestyle. This will be a full service resort that takes advantage of the access to San Diego Bay via the Sweetwater River and Pier 32 Marina. We propose that the picturesque views to the south-Los Coronado Islands, Tijuana, The Nature Center, to the east -the Mountain View, and to the North -the city views; will entice these travelers with what National City has to offer.

The Resort will be integrated with the existing Pier 32 Marina and Pier 32 Waterfront Grill. The management team would be combined to provide engaging, distinctive, and uncompromising customer service to our customer and the public.

The Pier 32 Gateway Village Marina & RV Resort will offer an amenity package that may include or be adjoined to:

• Pools and spas • Trailer Storage • Brokerage • Beaches • Picnic areas /BBQ areas • Deluxe Shower Rooms & Ample Parking • Water park • Southwestern College • Security & WIFI • Community Room/ • Sports court /Horse • Exercise/Workout Lounge/Business Center shoes /Putting Green Center • Activities Director and • YMCA Aquatic Center • Cable/Satellite TV Activity Room • Bike Path /Pedestrian • Event Center/Granger • Hiking Paths Ways/Pocket Park Hall • Waterfront Grill and Bar • Retail Opportunities • Spacious Laundry facilities • Boat Slips/ Boat Rental • Chula Vista Nature • Future Hotel site /Bike Rentals Center

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Pier 32 Gateway Village Marina & RV Resort will consist of a village that encapsulates the National City Vision Plan. Here is a narrative of what we propose one might experience:

As you enter “the Village” on Bay Marina Drive, you know that you have arrived when you see the beautiful Best Western and Busters on the left and to the right, a small retail center, a couple of new restaurants, a sandwich shop and a fueling station. The kids note the Rail Road Station with the historic artifacts abundant in the yard and ask if they can go to the museum now! Your family is so excited you almost miss the marquee that directs you to the Granger Hall event center, Pepper Park, the Marina & RV Resort and the public launch ramp. You continue your drive down Marina Way and the trains are moving on the tracks to the right while trucks with bananas on them grab the kid’s attention again – “that’s the kind of banana we get mom.” Then the whole family notices the pockets of green and the wildlife of the preserve that have been created along the road. There are people riding bikes, joggers, and pedestrians utilizing adjacent bike path. The giant American flag is seen down the road and the kids squeal again – “We’re here!”

The 45’ motor coach pulls toward the entrance to the park and into the queuing area. Staff greets you with enthusiasm and area/activity map in hand. You are quickly checked in, and headed towards your vacation retreat. Dad turns onto Kimball way, right onto Granger Hall, and enters paradise.

The space is wide and long enough to pull the coach in without disconnecting the family car. The kids spill out and immediately flow from the vehicle like spilled water going in every direction. Your family is too ramped up to set up camp and decides to take a walk to the water park.

As you move towards the Marina, you see the club house and people lounging around the pool. Beyond the pool, the entire family spots the water park with kids moving through the sprinkling dripping water features. The kids in shorts can’t help but enter the water park and are immediately soaked. Mom and Dad move beyond the park, relieved. You examine Granger Hall in the distance and note the other buildings surrounding it. Past the water park, over the public promenade, is a sandy beach that overlooks the water’s edge. In the water a paddle boat moves slowly as a kayak passes it up. Sail boats glide through the water past Pepper Park and the fishing pier where a grandpa takes a photo of his grandson with his first fish. In the Sweetwater River there is a massive ship. The kids read out loud the name “Jean Ann” and take note not just of the great big mural on the side but point out a ramp coming down the back. The kids ask “Is that a fire truck followed by a tank?...How Cool!!!” The resort guide states that a future hotel will be adjacent to Granger Hall. You are struck with nostalgia and say “Granger Hall, that’s where grandmas 96th birthday will be held.” You gather the kids and head up the promenade towards the Marina and notice all of the doors to The Waterfront Grill rolled up and welcoming you. All of the sudden you are salivating and your stomach starts grumbling. You grab a to-go menu, a bottle of wine for Mom and Dad along with ice cream for the kids. Now it is time to get back to the coach to set up camp, knowing that you have all week to explore the mysteries of the Resort & Marina.

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“ RVOT

Investments RV RESORT Environment

Community Marina Way Development

GB Capital will develop a first class RV Resort with amenities and design that it has become known for

Gateway Village ‘‘ An RV Resort “ for the modern lifestyle Strength in Every Direction

Pier 32 Gateway Village Marina & RV Resort

PIER 32 RV RESORT ECONOMIC IMPACT REPORT

Is the potential addition to the local economy Pier 32 RV $19,532,273.65 Resort will make in the first year alone.

This figure is derived from the total of the contributions listed here multiplied by the normal economic multiplier of seven. This multiplier shows the effect of money as it is spent repeatedly in the local economy.

$25,626.56 State and local sales tax on the cost of construction.

$57,592.00 County “Bedroom” or “Hotel tax paid on RV Rental income.

$78,106.25 Estimated annual property tax paid by RV Resort on the improvements to this property.

$220,000.00 Wages paid to RV Resort employees.

$2,409,000.00 15,056 RV site rental nights during the first year. Studies show that RV’s spend $160 per night on shopping, fuel and dining.*

*Source: University of Michigan Study

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PIER 32 RV RESORT PROJECT COSTS

Project Costs Total Number of Spaces 165 Total Sites 165

20% Owner Equity $1,405,800

Hard Costs Per Unit Total All Site Costs $32,500 $5,362,500 $32,500 $5,362,500 Total Hard Costs

Soft Costs Per Unit Total

Legal $182 $30,000 Accounting $121 $20,000 Engineering $727 $120,000 Land Use $303 $50,000 Permits and Fees $455 $75,000 Environmental $606 $100,00 Consulting $75 $100,00 Total Soft Costs $2,469 $495,000

Total Costs $34,969 $5,857,500

Contingency $878,625 Reserves $292,857 Contingency and Reserve $1,171,500

Total $7,029,000

Per Unit Total Loan Amount $34,080 $5,623,200 Interest Rate 8.00% Amortization 15

This Proforma is for all 165 sites, clubhouse, bathrooms and laundry buildings with sewer to every site. This total cost includes all typical development costs – grading, RV pads, pedestals, landscaping, driveways, paving, utilities, office, store and other common buildings.

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PIER 32 RV RESORT PROFORMA

Proforma Net Income

RV Site Rentals Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Daily RV Sites $451,688 $648,172 $1,063,001 $1,167,403 $1,296,304 $1,328,712 $1,361,929 $1,395,978 $1,430,877 $1,466,649 Weekly RV Sites $162,784 $233,595 $383,096 $420,721 $467,176 $478,856 $490,827 $503,098 $515,675 $528,567 Monthly RV Sites $208,271 $298,869 $490,146 $538,285 $597,720 $612,663 $627,980 $643,680 $659,772 $676,266 Total RV Site Rental $822,743 $1,180,636 $1,936,243 $2,126,410 $2,361,201 $2,420,231 $2,480,736 $2,542,755 $2,606,324 $2,671,482

Other Income Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Laundry $5,759 $8,264 $13,554 $14,885 $16,528 $16,942 $17,365 $17,799 $18,244 $18,700 Concessions/Store $41,137 $59,032 $96,812 $106,320 $118,060 $121,012 $124,037 $127,138 $130,316 $133,574 Gross Other Income $46,896 $67,296 $110,366 $121,205 $134,588 $137,953 $141,402 $144,937 $148,560 $152,274 Less COGS (concessions) ($20,569) ($29,516) ($48,406) ($53,160) ($59,030) ($60,506) ($62,018) ($63,569) ($65,158) ($66,787) Net Other Income $73,224 $105,077 $172,326 $189,250 $210,147 $215,401 $220,786 $226,305 $231,963 $237,762

Total Net Revenue $895,967 $1,285,713 $2,108,569 $2,315,660 $2,571,348 $2,635,631 $2,701,522 $2,769,060 $2,838,287 $2,909,244

Expenses Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Management (On Site) $120,000 $122,400 $124,848 $127,345 $129,892 $132,490 $135,139 $137,842 $140,599 $143,411 Maintenance/Labor $100,000 $102,000 $104,040 $106,121 $108,243 $110,408 $112,616 $114,869 $117,166 $119,509 Payroll Taxes/Workmans Comp $20,000 $20,400 $20,808 $21,224 $21,649 $22,082 $22,523 $22,974 $23,433 $23,902 Supplies $3,600 $3,690 $3,782 $3,877 $3,974 $4,073 $4,175 $4,279 $4,386 $4,496 Taxes $70,000 $71,750 $73,544 $75,382 $77,267 $79,199 $81,179 $83,208 $85,288 $87,420 Insurance $15,000 $15,375 $15,759 $16,153 $16,557 $16,971 $17,395 $17,830 $18,276 $18,733 Electricity 2.75 $28,983 $40,577 $64,923 $69,560 $75,357 $75,357 $75,357 $75,357 $75,357 $75,357 Water/Sewer 0.75 $11,292 $15,809 $25,295 $27,101 $29,360 $29,360 $29,360 $29,360 $29,360 $29,360 Trash 0.75 $11,292 $15,809 $25,295 $27,101 $29,360 $29,360 $29,360 $29,360 $29,360 $29,360 Telephone 0.50 $7,528 $10,539 $16,863 $18,068 $19,573 $19,573 $19,573 $19,573 $19,573 $19,573 Marketing $ 250,000 $ 150,000 $ 90,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 $ 60,000 Port % Rent $71,949 $132,763 $314,543 $345,435 $383,577 $393,166 $402,996 $413,071 $423,397 $433,982 Nightly RV Tax $57,592 $82,645 $174,262 $191,377 $212,508 $217,821 $223,266 $228,848 $234,569 $240,433 5% Management fee $41,137 $59,032 $96,812 $106,320 $118,060 $121,012 $124,037 $127,138 $130,316 $133,574 Legal & Professional $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Miscellaneous $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Franchise Fee $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total Expenses $808,374 $842,788 $1,150,773 $1,195,065 $1,285,376 $1,310,870 $1,336,976 $1,363,707 $1,391,080 $1,419,110

Net Income (loss) $87,593 $442,925 $957,796 $1,120,595 $1,285,972 $1,324,761 $1,364,546 $1,405,353 $1,447,206 $1,490,134

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PIER 32 RV RESORT PROFORMA

Proforma Net Income

Cash Flow ($568,241) ($212,910) $301,962 $464,761 $630,137 $668,927 $708,712 $749,518 $791,372 $834,299 Debt Service - Normal $ 655,834 $655,834 $655,834 $655,834 $655,834$ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 Total Debt Service $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 Unpaid Principal - End of Year $ 5,406,854 $ 5,183,568 $ 4,942,419 $ 4,681,978 $ 4,400,702 $ 4,096,924 $ 3,768,843 $ 3,414,516 $ 3,031,843 $ 2,618,556

Contingency & Cash Available $ (568,241) $ (212,910) $ 301,962 $ 464,761 $ 630,137 $ 668,927 $ 708,712 $ 749,518 $ 791,372 $ 834,299

Return on Equity -40% -15% 21% 33% 45% 48% 50% 53% 56% 59% 5 Year Average Return on Equity 9% 5 Year Average Return on Equity 53% 10 Year Average Return on Equity 31% Assumptions RV Sites Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Sites 165 165 165 165 165 165 165 165 165 165 Rental Sites Per Year (365 days) 60,225 60,225 60,225 60,225 60,225 60,225 60,225 60,225 60,225 60,225 Occupied Sites 15,056 21,079 33,726 36,135 39,146 39,146 39,146 39,146 39,146 39,146 Occupancy Rate 25% 35% 56% 60% 65% 65% 65% 65% 65% 65% Daily Rate $60.00 $61.50 $63.04 $64.61 $66.23 $67.88 $69.58 $71.32 $73.10 $74.93 Weekly Rate $379.45 $388.94 $398.66 $408.63 $418.84 $429.31 $440.05 $451.05 $462.32 $473.88 Monthly Rate $1,402.50 $1,437.56 $1,473.50 $1,510.34 $1,548.10 $1,586.80 $1,626.47 $1,667.13 $1,708.81 $1,751.53 Daily Rented Spaces/Yr 50% 7,528 10,539 16,863 18,068 19,573 19,573 19,573 19,573 19,573 19,573 Weekly Rented Spaces/Yr 20% 3,011 4,216 6,745 7,227 7,829 7,829 7,829 7,829 7,829 7,829 Monthly Rented Spaces/Yr 30% 4,517 6,324 10,118 10,841 11,744 11,744 11,744 11,744 11,744 11,744

SPACES 165 165 165 165 165 165 165 165 165 165 Equity $1,405,800 $1,405,800 $1,405,800 $1,405,800 $1,405,800 $1,405,800 $1,405,800 $1,405,800 $1,405,800 $1,405,800 Debt Service 8%$ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 Total Cost $0 Long Term Financing (%) 8.00% Amortization 15 0 Inflation 2.50% Concessions (% x Gross RV Site Rent 5.00% Labor Cost Increases 2.00% 5 Year Average ROE 9% 10 Year Average ROE 31%

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PIER 32 RV RESORT FINANCIAL SUMMARY

Summary (Years 1-10) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Total NOI $87,593 $442,925 $957,796 $1,120,595 $1,285,972 $1,324,761 $1,364,546 $1,405,353 $1,447,206 $1,490,134 $10,926,881

Debt Service $655,834 $655,834 $655,834 $655,834 $655,834$ 655,834 $ 655,834 $ 655,834 $ 655,834 $ 655,834 $ -

Cash Flow ($568,241) ($212,910) $301,962 $464,761 $630,137 $668,927 $708,712 $749,518 $791,372 $834,299 $4,368,537

Contingency + Cash Available ($568,241) ($212,910) $301,962 $464,761 $630,137 $668,927 $708,712 $749,518 $791,372 $834,299 Less: Distributions $0 $0 $301,962 $464,761 $630,137 $668,927 $708,712 $749,518 $791,372 $834,299 Contingency & Cash Available ($568,241) ($212,910) $0 $0 $0 $0 $0 $0 $0 $0 After Dist.

Return on Equity -40.42% -15.15% 21.48% 33.06% 44.82% 47.58% 50.41% 53.32% 56.29% 59.35% 5 Year Average Return on Equity 8.76% 5 Year Average Return on Equity 53.39% 10 Year Average Return on Equity 31.08%

Value $973,257 $4,921,384 $10,642,177 $12,451,058 $14,288,576 $14,719,570 $15,161,627 $15,615,030 $16,080,069 $16,557,039

Original Cost $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Debt $5,406,854 $5,183,568 $4,942,419 $4,681,978 $4,400,702 $4,096,924 $3,768,843 $3,414,516 $3,031,843 $2,618,556

Equity (Initial plus Principal paid) $1,622,146 $1,845,432 $2,086,581 $2,347,022 $2,628,298 $2,932,076 $3,260,157 $3,614,484 $3,997,157 $4,410,444

Cash Distribution $0 $0 $301,962 $464,761 $630,137 $668,927 $708,712 $749,518 $791,372 $834,299 Cumulative Cash Distributions $0 $0 $301,962 $766,722 $1,396,860 $2,065,787 $2,774,499 $3,524,017 $4,315,389 $5,149,688

Equity (10 years) $4,410,444 Cash Flow (10 Years) $4,368,537 Value Creation $8,778,981

Cash Distributions $5,149,688

Assumptions Cap Rate (Valuation) 9.00%

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