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Technical Submittal

A. DEVELOPMENT ENTITY

The 8 Washington project is being proposed by Waterfront Partners II, LLC, (SFWP) a partnership between local developer, Pacific Waterfront Partners, LLC (PWP) and the State Teachers’ Retirement System (CalSTRS). Formed in 2000, SFWP has been responsible for the completion of the entitlements, historic renovation, leasing and ongoing operations of Piers 1½, 3 and 5. PWP is an urban infill developer focused on complex entitlements and historic rehabilitation. With over $21 Billion in real estate investments, CalSTRS is the largest teacher’s pension fund in the country.

San Francisco Waterfront Partners, LLC Pier 3, Suite 103 San Francisco, California 94111 415.675.2100 phone 415.675.2199 fax

The following page identifies our proposed team structure.

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CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

3.5 SAN FRANCISCO WATERFRONT PARTNERS, LLC WWW.8WASHINGTON.COM CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

1. DEVELOPMENT ENTITY References: John Portman, Jr. Pacific Waterfront Partners, LLC is the development man‐ Portman Holdings ager for the project. 303 Peachtree Street, NE Suite 4600 Simon W. R. Snellgrove, Atlanta, GA 30303 Principal: (404)614‐5203 Simon Snellgrove will lead the de‐ sign, development and entitlement William Tooley phases of the project, will serve as Tooley Investment Col, LLC the lead negotiator and will co‐ 16878 West Sunset Boulevard manage the ongoing operations and Pacific Palisades, CA 90272 property management. Mr. Snell‐ (310)479‐9019 grove is the founder of Pacific Wa‐ terfront Partners and brings a pas‐ David B. Lichtman sion for quality and commitment to the local community. First Republic Bank He has over 35 years of experience in the real estate devel‐ 111 Pine Street opment and institutional real estate investment manage‐ San Francisco, CA 94111 ment. Before forming Pacific Waterfront Partners, Mr. Snellgrove was President of U.S. Lend Lease, Inc. and Man‐ aging Director of Lend Lease International PLC in London. Alicia N. Esterkamp, Principal: At Lend Lease he was responsible for the formation and Alicia Esterkamp is Pacific Water‐ promotion of two global real estate investment funds. front’s leader in community rela‐ tions, marketing, sales and leasing. For 20 years prior to joining Lend Lease, Mr. Snellgrove She brings a solid track record in was involved in all aspects of urban development with The smooth management of entitle‐ Portman Companies. His activities included the design, ments, public relations, branding, entitlements, construction, marketing and leasing of mixed feasibility analysis, and due dili‐ use urban properties in the U.S., Asia and Europe. Property gence. Ms. Esterkamp was responsi‐ types included office, retail, hotel and residential proper‐ ble for all of the marketing, public ties. relations and leasing of Piers 1 ½, 3 & 5.

Before joining the firm in 2002, Ms. Esterkamp worked as a Mr. Snellgrove is a founding trustee of the Bay School of consultant performing site analysis, feasibility analysis and San Francisco and the Sausalito Harbor Improvement Pro‐ scoping for Bay Area clients. She also worked as a man‐ ject (SHIP), and is active in numerous urban development agement and marketing consultant to several IT firms in endeavors in the San Francisco Bay Area. Brazil and Chile. Ms. Esterkamp has a M.B.A. in marketing

and management and has comprehensive experience in Project development experience includes: lease analysis and negotiation, market research, data • Piers 1 ½, 3 & 5, San Francisco, California, USA analysis, design, internal and external corporate communi‐ • , San Francisco, CA, USA cations, branding and identity analysis, direct marketing, • Pan Pacific Hotel, San Francisco CA, USA public relations and community relations. • Marina Square, Republic of Singapore

• Peachtree Center, Atlanta, Georgia, USA • Portman Ritz Carlton, Shanghai, China

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San Francisco Cruise Terminal at Pier 30‐32. From 2001 to Ms. Esterkamp is a board member of the Nancy Karp 2005 he served as Director of Real Estate for the Presidio Dance Group, Destination Embarcadero and the San Fran‐ Trust where he directed the development, leasing, and cisco Visitor and Convention Bureau’s Consumer Promo‐ property management for all residential and non‐ tions Council. Ms. Esterkamp is also a member of SPUR, residential property at the Presidio of San Francisco. the Urban Land Institute, CREW, the Luxury Marketing

Council and the Women’s Initiative for Self Employment. From 1997 to 2000, Mr. Osmundson was the Director of

Planning and Development for then Port of Sa Francisco. References: He was responsible for the renovation of the Ferry Building John Cecconi and the conversion of Pier 1 into the Port’s headquarters. CAC Group He also coordinated the Port's involvement in the develop‐ 255 California Street, 2nd Floor ment of the Giants Ballpark (SBC Park), helping to secure San Francisco, CA 94111 the regulatory entitlements for the project. Paul oversaw (415)291‐8883 the completion and approval of a master plan for the Port

by the Port Commission and Bay Conservation and Devel‐ Brad McCrea opment Commission. San Francisco Bay Conservation and Development Com‐ mission Project development experience includes: , 26th Floor • The Watermark, San Francisco, California, USA San Francisco, California 94111 • The San Francisco Cruise Terminal at Pier 30‐32, Cali‐ 415‐352‐3615 fornia, USA Alan Mark • The Presidio Trust, San Francisco, California, USA The Mark Company • The Ferry Building, San Francisco, California, USA 234 First Street • Pier 1, San Francisco, California, USA San Francisco, CA 94105 • Giants Ballpark (SBC Park), San Francisco, California, (415) 615‐6815 ext. 209 USA

Paul Osmundson, Director of References: Development Mike Bellaman, CEO

Lend Lease Retail and Communities Paul Osmundson brings special ex‐ One North Wacker Drive, # 870 pertise in structuring successful pub‐ Chicago, IL 60606 lic‐private partnerships and manag‐ (312) 423‐1323 ing approval and completion of com‐

plex, high profile development pro‐ Luis Belmonte Craig Middleton jects. Mr. Osmundson will manage Seven Hills Properties The Presidio Trust the environmental review process 88 Perry Street, # 800 88 Perry and the entitlements. He has more than 20 years of experi‐ San Francisco, CA 94107 34 Graham Street, ence in real estate development in the public and private (415) 247‐7366 PO Box 29052 sectors. Before joining Pacific Waterfront Partners, Paul San Francisco, CA 94129 served as Development Director for Lend Lease for the (415) 561‐5300 Watermark Project and the associated development of the

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Darren Bradley, Elliott Grimshaw, Chief Financial Officer Senior Project Manager Darren Bradley serves as the project’s Chief Elliott Grimshaw will serve as the pro‐ Financial Officer and manages the financial ject’s Senior Project Manager and has reporting, budgeting and pro‐forma analysis more than 20 years experience in project for Pacific Waterfront Partnerships. He has management and 25 years experience as more than 13 years of experience in public a contractor. Mr. Grimshaw is responsi‐ accounting, comprising of five years in Syd‐ ble for assembling project consultant ney, Australia and eight years inn Sa Francisco. He has worked teams, site assessments, preparing pro‐ with a concentration in real estate management consulting ject proformas, managing the entitlement and permitting services for eight years. process, contractor selection and construction management. Mr. Grimshaw has worked on a variety of projects, including Darren has extensive experience in assisting medium‐sized the renovation of 135 Post Street for Gumps, construction of a business with historic tax credits, growth management, busi‐ new office building at 275 Sacramento Street, construction of ness reorganizations, capital budgeting, financing, valuation Prada’s signature store on Rodeo Drive in Beverly Hills and services, merger and acquisition assistance, due diligence, numerous other projects. Before joining Pacific Waterfront forecasting, decision modeling andd design an implementa‐ Partners, Elliot served as Project Manager with Plant Construc‐ tion of management reporting systems. Recent experience tion where he became a Vice President and one of the owners includes bankruptcy/liquidation solutions and management. of the Company. In addition, he provided consulting services Mr. Bradley is a member of the Institute of Chartered Ac‐ for Genentech regarding improvements for office and lab fa‐ counts. cilities at their Oyster Point campus.

References: Project management experience includes: • Piers 1 ½, 3 & 5, San Francisco, California, USA John J Ruprecht, Esq. • 135 Post Street (Gumps), San Francisco, California, USA 32670 Hwy 20 • 275 Sacramento Street, San Francisco, California, USA Fort Bragg, Ca 95437 • Rodeo Drive Prada Store, Beverly Hills, California, USA 707‐364‐2973 • Genentech Oyster Point Campus, South San Francisco,

California, USA Larry Wolheim

Giant Creative Strategy References: 60 Street Mr. John Wilson Mr. Bill Leung San Francisco, CA, 94111 Plant Construction Co. 456 Montgomery St., # 1010 415 ‐ 655 ‐ 5220 300 Newhall Street San Francisco, CA 94104

San Francisco, Ca 94124 415.781.8251 Rich Gunn 415.550.5839 Burr Pilger Mayer

600 California Street Mr. Robert Kagan San Francisco, CA, 94108 Levin Menzies and Associates 415‐288‐6218 1981 N. Broadway, Suite 415

Walnut Creek, CA 94596

925.937.4111

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2. CONSULTANTS Gibson Dunn & Crutcher We have established a highly qualified team of consultants in Land Use Council support of this project, with firm profiles listed below. Detailed resumes for consultants can be found in Section 5. Mary Murphy and Neil Sekhri of Gibson, Dunn & Crutcher LLP will represent San Francisco Waterfront Partners, LLC in nego‐ Skidmore Owings & LLP tiations with the Port of San Francisco. Gibson, Dunn & Architecture and Structural Engineering Crutcher LLP is a top‐tier law firm with approximately 950 law‐ yers in 15 offices located in major cities worldwide. The team Founded in 1936, Skidmore, Owings & Merrill LLP is one of the proposed to work on Seawall Lot 351 has extensive experience world’s leading architecture, urban design, engineering, and in complex multi‐jurisdictional redevelopment projects, with a interior architecture firms. The firm has established the highest particular focus on complex public‐private partnerships involv‐ level of service and, simultaneously, received more than 900 ing waterfront properties. The firm and the team have par‐ awards for design and innovation. SOM was the first firm to ticular expertise in long term ground leases, development win the American Institute of Architects’ Firm of the Year agreements, CEQA, the public trust doctrine, historic preserva‐ award and we are the only firm to win this honor twice. tion and military base reuse. Having one of the most experi‐ enced land use and real estate transactional practices in San SOM’s sophistication in building technology applications and Francisco, the team's legal counsel have worked on most of commitment to design quality has been recognized in urban the Port of San Francisco's redevelopment projects over the centers around the world, including the Bay Area. Local pro‐ past decade, including the Ferry Building, Piers 1 1/2, 3 and 5, jects include the San Francisco International Airport— Pier 1, AT&T Park, and Mission Bay, as well as successfully International Terminal, Cathedral Christ the Light representing numerous entitlement projects before the Plan‐ and St. Regis Hotel and Residences. ning Commission and Board of Supervisors.

Pete Walker and Partners T.J. Reagan Inc. Landscape Architecture Project Management Consultant

Peter Walker and Partners (Walker) is a landscape architecture T J Reagan, Inc is a consultant with SFWP and provides Owner firm located in Berkeley, California, and works worldwide on a representation in the development and implementation of real variety of projects including urban design and planning and the estate transactions. Mr. Reagan will provide oversight and design of landscapes that range in size from parks and univer‐ management of the design and construction phases to manage sity campuses to corporate headquarters, plazas, and private the cost controls and ensure a timely completion of the pro‐ gardens. ject. Previous clients include: • Gap Inc.: Managing the design efforts and the construction of Exploring the relationship between art and culture, Walker 200,000 sf of tenant improvements for the headquarters of their Old challenges traditional concepts of design. Their work results Navy division, from knowledge of history and tradition, sympathy with con‐ • Alexandria Real Estate Equities: Assistance in the management of temporary needs, understanding of both conceptual and mate‐ project approvals with San Francisco Redevelopment Agency (SFRA), rial processes, mastery of • TMG Partners/AGI Capital: Managing the design efforts and the construction, and attention to detail. construction of a 22 story, 246 condominiums project. Services also included working with utilities to coordinate services to the building,

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• Equity Office Properties: Assistance in the REFERENCES: development of project proformas • Art Installations: Richard Serra’s “Charlie Brown” at Gap William Wilson III Headquarters, “Cupid’s Span” by Coosje van Bruggen and Wilson Meany Sullivan Claus Oldenburg, Richard Deacon’s “Not Out of the , Suite 3330 Woods” Have worked with Scott Atthowe on relocation San Francisco, CA 94111 of Covarrubius Murals from the Ferry Building and the (415)905‐5235 bronze statues of Goethe and Schiller in Golden Gate Park. Mike Covarrubias

TMG Partners Prior to establishing T.J. Reagan, Inc. in December of One Bush, Suite 2600 2002, Mr. Reagan was a partner at the real estate de‐ San Francisco, CA 94104 velopment firm of Wilson/Equity Office. Before joining (415) 772‐5900 Wilson/Equity Office, he was employed with Swinerton

& Walberg Co. for 16 years. He was involved in such Chris Meany notable projects as , the Pacific Bell Wilson Meany Sullivan headquarters and the headquarters campus for VISA Four Embarcadero Center, Suite 3330 International. His experience at Swinerton also in‐ San Francisco, CA 94111 cluded overseeing the operations of (415) 905‐5345 Swinerton’s industrial arm, SW Industrial, where he was

Vice President and a member of its Board of Directors. The Mark Company He left Swinerton Builders for approximately 2 1/2 Residential Marketing years in 1998 and established Reagan Construction. His

firm managed the construction of a 180‐condominium The Mark Company partners with innovative residential project. In 1996, Mr. Reagan joined William Wilson & developers to create community‐shaping, medium‐ to Associates which was acquired by Equity Office Proper‐ high‐density developments. Offering comprehensive ties in 2000. In 2000, he became a partner of the newly consulting services that include market research, prod‐ formed company Wilson/Equity Office Properties. With uct design, marketing and sales, The Mark Company the Wilson organization, he led the design and con‐ and its proven team of professionals have been the struction of projects for Oracle Corporation and Gap driving force behind some of California’s most influen‐ Inc., including 901 Cherry Avenue, one of the first green tial and groundbreaking developments. The Mark Com‐ buildings completed in the country and their San Fran‐ pany has established itself as a premium resource for cisco headquarters. He managed the construction developers, financial institutions and other real estate phase of the renovation of San Francisco’s landmark trend monitors while shaping the living landscape of Ferry Building and was instrumental in the develop‐ California. Well‐versed hin bot the Northern and South‐ ment and construction of Wilson/Equity Office’s en‐ ern California markets, The Mark Company’s diverse semble office building project, Foundry Square. He portfolio includes , St. Regis Residences and recently completed the California Academy of Sciences, The Brannan in San Francisco, as well as Three Sixty the largest LEED Platinum building in the world which Residences in San Jose and The Ritz‐Carlton Residences will house the Academy’s 18 million specimens within at L.A. LIVE in . their multi‐disciplined scientific collections and also

include a planetarium, aquarium and rain forest.

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Ajmani and Pamidi Inc. (LBE) Fehr Peers Mechanical & Electrical Engineering Transportation and Traffic Engineering

Ajmani and Pamidi Inc. offers a complete range of me‐ Fehr & Peers specializes in providing transportation chanical, electrical, and plumbing engineering services. planning and traffic engineering services to public and The dynamic nature of mechanical and electrical sys‐ private sector clients. The company emphasizes the tems is at the forefront of the design process and spe‐ development of creative, cost‐effective, and results‐ cial care is provided to ensure their flexibility for pro‐ oriented solutions to planning and design problems longed usage. In system design and selection of equip‐ associated with all modes of transportation. Rather ment, special attention is paid to energy conservation than trying to offer a multi‐disciplined approach, Fehr and overall cost‐benefit value engineering issues. The Peers chooses to focus on being the best traffic engi‐ firm is fully knowledgeable in designing MEP systems neering and transportation planning consulting firm for LEED certification and have LEED accredited profes‐ and offers specialized expertise in the following areas: sionals in their staff. • Travel demand forecasting Walsh, Norris and Associates Inc. (LBE) • Traffic operations & simulation Acoustical Engineers • Intelligent transportation systems • Traffic calming

• Bicycle/pedestrian planning & design Walsh, Norris and Associates provides consulting ser‐ • Transportation systems planning vices in architectural and building acoustics, including • Transit operations & simulation design, testing and evaluation, and noise surveys. Ser‐ • Land use/transportation planning vices can extend from preliminary design at the sche‐ • Smart growth planning matic design phase through field testing and site obser‐ • Transportation impact analysis vation during the construction administration phase. • Traffic engineering design

F W Associates Inc LBE Enterprises Data/Telecommunications/Life Safety SFWP is committed to fulfilling the City’s Local Business

Enterprise goals. We have experience and have suc‐ F.W. Associates has extensive experience in power dis‐ cessfully met these subcontracting goals throughout tribution systems, lighting distribution systems, energy our work on the redevelopment of Piers 1 1/2, 3 & 5. conservation measures, transportation systems, emer‐ With LBE goals at 21% for Piers 1 1/2, 3 WP& 5, SF suc‐ gency engine generator back‐up systems, UPS systems, ceed and surpassed the goals with an average of 40& communication and data networking systems, life LBE team members. We have targeted several potential safety systems and electrical system upgrade studies. team members and pending negotiations, intend to fill

Simon & Associates Inc the following roles with local business enterprises:

LEED Certification, Green Building Consultants • Mechanical engineering

• Lighting consultant Simon & Associates, Inc. uses a practical and collabora‐ • EIR consultant tive approach to advance sustainable and healthy build‐ • LEED consultant ing design and construction practices. The firm's clients • Acoustical engineer include design firms, as well as public, private, and non‐ • Electrician/telecom profit building owners and developers, representing a In addition, SFWP will ensure that the General Contrac‐ variety of development types including institutional, tor and Subcontractors selected for the project educational, commercial, industrial, and residential. exceed the City’s LBE goals. 3.11 SAN FRANCISCO WATERFRONT PARTNERS, LLC WWW.8WASHINGTON.COM CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

3. LEGAL ENTITY

San Francisco Waterfront Partners II, LLC is the legal entity which would enter into negotiations with the Port of San Francisco. SFWP II is comprised of the California State Teachers Retirement System (99%) and Pacific Wa‐ terfront Partners, LLC (1%).

ENTITY % INT. FED. TAX DATE OF INCORPORATION/REGISTRATION ID

San Francisco Waterfront Partners II, 100% 20‐ Incorporated in Delaware on 01.12.06, LLC 4307244 registered in CA on 02.06.06 California State Teachers 99% 94‐ Established by State Law in 1913 Retirement System (CalSTRS) 6291617

Pacific Waterfront Partners, LLC 1% 94‐ Incorporated in Delaware on 10.12.2000, 3377109 registered in CA on 11.13.2000

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4. NEGOTIATIONS 5. RESUME

Simon W. R. Snellgrove of San Francisco Waterfront Parnters, Resumes are on the following page: LLC will be in charge of negotiations with the Port of San Francisco. Mr. Snellgrove and the team listed on the preceding pages will be responsible for decision-making with regard to the project.

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SIMON W. R. SNELLGROVE P ACIFIC

Simon Snellgrove is the founder and a Principal of Pacific Waterfront Partners, a San Francisco based real estate development company, focused on urban infill and complex entitlements.

Most recently Mr. Snellgrove was responsible for the W entitlements, design and historic redevelopment of Piers 1 1/2, 3 & 5 (The Piers). The Piers have been

awarded with the 2006 San Francisco Business Times ATERFRONT Deal of the Year for Best Historic Renovation.

Mr. Snellgrove has more than 40 years of diverse ex- perience in both domestic and international real estate development. Prior to forming PWP, he was President of U.S. Lend Lease, Inc. and Managing Direc- tor of Lend Lease International PLC in London where he was responsible for the formation and promotion of two global real estate investment funds.

For the previous 20 years Mr. Snellgrove was involved in all aspects of urban development with The Portman Companies. His activities included the design, entitlements, construction, marketing and leasing of mixed-use urban proper-

ties, including office, retail, hotel and residential, in the U.S.,Asia and Europe. P

ARTNERS, LLC Mr. Snellgrove is a founding Trustee of the Sausalito Harbor Improvement Program (SHIP) and The Bay School of San Francisco, and is active in numer- ous non-profit endeavors in the San Francisco Bay Area.

Project development experience includes:

 Piers 1 1/2, 3 & 5 Historic Rehabilitation; San Francisco, CA  Embarcadero Center; San Francisco, CA  The Portman Hotel (Pan Pacific Hotel); San Francisco, CA  Marina Square; Singapore  Portman Ritz Carlton; Shanghai, China  Peachtree Center; Atlanta, GA

PIER 3, SUITE #103. SAN FRANCISCO, CA (415) 675-2100. [email protected]

PORT OF SAN FRANCISCO—SWL 351 MIXED USE DEVELOPMENT CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

ALICIA N. ESTERKAMP P ACIFIC

Alicia Esterkamp is a Principal with Pacific Water- front Partners, LLC and leads their marketing, com- munity relations, sales and leasing efforts. Ms. Ester- kamp brings a solid track record in smooth manage- ment of entitlements, leasing, branding, public rela- tions and feasibility analysis. W Most recently, Ms. Esterkamp was responsible for

the entitlements, marketing, leasing and public rela- ATERFRONT tions of the Piers 1 1/2, 3 & 5 historic redevelopment. With The Piers over 90% leased, Ms. Esterkamp was secured a high credit, successful tenant mix, includ- ing Bloomberg LP, Geolo Capital, Renaissance Tech- nologies, La Mar Cebicheria Peruana, The Plant Café Organic and Lafitte Res- taurant. The Piers have been awarded with the 2006 San Francisco Business Times Deal of the Year for Best Historic Renovation.

Before joining the firm in 2002, Ms. Esterkamp worked as a consultant per- forming expansion, feasibility analysis, design and scoping services for Bay Area clients. She also worked as a management and marketing consultant to several firms in Brazil and Chile.

P Ms. Esterkamp has her M.B.A. in marketing and management and has com- ARTNERS, LLC prehensive experience in lease analysis and negotiation, market research, data analysis, graphic and website design, internal and external corporate commu- nications, branding and identity analysis, direct marketing and public rela- tions. She is a board member of the Nancy Karp Dance Group and Destina- tion Embarcadero. She serves on the San Francisco Visitor and Convention Center’s Consumer Promotion Bureau and the Embarcadero Transportation Committee. Ms. Esterkamp is a member of SPUR, IREN, ULI and CREW.

PIER 3, SUITE #103. SAN FRANCISCO, CA (415) 675-2100. [email protected]

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PAUL OSMUNDSON P ACIFIC

Paul Osmundson brings special expertise in structuring successful public-private partner- ships and managing approval and completion of complex, high profile development projects. He has more than 20 years of experience in real

estate development in the public and private W sectors. Before joining Pacific Waterfront Part-

ners, Paul served as Development Director for ATERFRONT Lend Lease for the Watermark Project and the associated development of the San Francisco Cruise Terminal at Pier 30-32. From 2001 to 2005 he served as Director of Real Estate for the Presidio Trust where he directed the develop- ment, leasing, and property management for all residential and non- residential property at the Presidio of San Francisco.

From 1997 to 2000, he was the Director of Planning and Development for the Port of San Francisco. He was responsible for the renovation of the Ferry Building and the conversion of Pier 1 into the Port’s head- quarters. He also coordinated the Port's involvement in the develop- ment of the Giants Ballpark (SBC Park), helping to secure the regula- P tory entitlements for the project. Paul oversaw the completion and ap- ARTNERS, LLC proval of a master plan for the Port by the Port Commission and Bay Conservation and Development Commission.

Project experience includes:

 The Watermark, San Francisco, California, USA  The San Francisco Cruise Terminal at Pier 30-32, California, USA  The Presidio Trust, San Francisco, California, USA  The Ferry Building, San Francisco, California, USA  Pier 1, San Francisco, California, USA  Giants Ballpark (SBC Park), San Francisco, California, USA

PIER 3, SUITE #103. SAN FRANCISCO, CA (415) 675-2100. [email protected]

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ELLIOTT GRIMSHAW P ACIFIC

Elliott Grimshaw manages the construction of Pacific Waterfront’s projects. He has more than 20 years experience in project manage- ment and 25 years experience as a builder and contractor. Elliot is responsible for assembling

project consultant teams, site assessments, pre- W paring project proformas, managing the entitle-

ment and permitting process, contractor selec- ATERFRONT tion and construction management.

He has worked on a variety of projects, includ- ing the renovation of 135 Post Street for Gumps, construction of a new office building at 275 Sacramento Street, construction of Prada’s signa- ture store on Rodeo Drive in Beverly Hills and numerous other pro- jects. Before joining Pacific Waterfront Partners, Elliot served as Project Manager with Plant Construction where he became a Vice President and one of the owners of the Company. In addition, he provided con- sulting services for Genentech regarding improvements for office and lab facilities at their Oyster Point campus.

Project experience includes: P

ARTNERS, LLC  135 Post Street (Gumps), San Francisco, California, USA  275 Sacramento Street, San Francisco, California, USA  Rodeo Drive Prada Store, Beverly Hills, California, USA  Genentech Oyster Point Campus, South San Francisco, California, USA

PIER 3, SUITE #103. SAN FRANCISCO, CA (415) 675-2100. [email protected]

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Mary G. Murphy

Gibson, Dunn & Crutcher LLP

One Montgomery Street, Suite 3100

San Francisco, CA 94104

(415) 393-8257 [email protected]

Mary G. Murphy is a partner in the San Francisco office of Gibson, Dunn & Crutcher and a member of the firm's Real Estate Practice Group. Ms. Murphy represents a wide variety of developers and investors in real estate transactions and land use issues, with particular experience in historic preservation and tax credits for historic rehabilitation projects.

Ms. Murphy is one of the most influential land use attorneys in San Francisco and has been a major player in revitalizing the development of San Francisco. She is a pre- eminent figure in the City for significant and historic public/private development deals. Ms. Murphy currently represents Treasure Island Community Developers, a joint venture between Wilson Meany Sullivan/Stockbridge Real Estate Fund, Lennar and Kenwood Partners, in its negotiations to redevelop Treasure Island, a former naval base in the San Francisco Bay. She is legal counsel to Westfield America, the developer of the $420 million public/private retail and entertainment development, the Westfield San Francisco Centre. This urban 1-million-square-foot retail and entertainment complex, which opened its doors in November of 2006, is expected to bring 25 million visitors to the City, and spending $600 million, annually. Ms. Murphy also assisted Westfield in its GIBSON, DUNN & CRUTCHER LL acquisition of the 350,000-square foot SONY , an urban dining, gaming, music, exhibition, shopping, and movie entertainment complex, located in downtown San Francisco.

Ms. Murphy is also legal counsel to the developers in the public/private partnership with the Port of San Francisco, in the rehabilitation of Piers 1 ½, 3 and 5, historic waterfront property located on the Embarcadero of San Francisco's east side. The recent completion of the restoration of these Piers caps off the revitalization of some of the most important waterfront property in San Francisco. San Francisco's historic waterfront revitalization began with the restoration of the San Francisco Ferry Building, built in 1898 and recently revitalized with office and retail offerings, another project in which Ms. Murphy was the lead counsel to the developers. In 2003, this project was named “Deal of the Year” by the San Francisco Business Times. Both waterfront projects were federal historic tax credit projects that rehabilitated important landmarked buildings, involved complicated multijurisdictional entitlement issues, and are amongst the most P important public/private projects in San Francisco, anchoring the east side of the City. Other important historic building rehabilitations in which she is legal counsel include One

PORT OF SAN FRANCISCO—SWL 351 MIXED USE DEVELOPMENT CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

Powell Street, 690 Market Street (San Francisco's first ), and 700 Market Street, all located in downtown San Francisco.

Appointed by both Presidents Clinton and Bush, Ms. Murphy served two terms on the Presidio Trust Board, a United States Government Corporation established by Congress in 1996. As a principal representing the Presidio Trust, Ms. Murphy represented the Trust in the two largest transactions it had ever undertaken – the landmark $100 million remediation agreement among the Trust, the Department of the Army and the Department of the Interior, and a 90-year ground lease and development agreement with Lucasfilm to build a digital entertainment facility and office complex in the Presidio National Park, which was also named “Deal of the Year” by the San Francisco Business Times in 2002.

Ms. Murphy was named to the list of “100 Most Influential Women in Bay Area Business” by the San Francisco Business Times in 2007, 2006, 2005, 2004, 2003 and 2002, and was named a California Lawyer of the Year by California Lawyer magazine in 2007. Ms. Murphy has also been included in Chambers & Partners' USA Leading Lawyers for Business Guide as a leading Real Estate attorney, several times. She sits on the Board of Trustees of the Drew School in San Francisco.

Prior to joining Gibson Dunn, Ms. Murphy had practiced with Farella, Braun + Martel since 1987, as a partner since 1998. She was a law clerk for Judges Cecil F. Poole and James R. Browning of the U.S. Ninth Circuit Court of Appeals. Ms. Murphy received her law degree from Harvard University, cum laude, in 1986. She was a Rhodes Scholar and graduated from Oxford University with an Honours B.A. in 1983. She received her B.A., cum laude with distinction, from Yale University in 1981. GIBSON, DUNN & CRUTCHER LL P

2

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Neil Sekhri

Gibson, Dunn & Crutcher LLP

One Montgomery Street, Suite 3100

San Francisco, CA 94104

(415) 393-8334 [email protected]

Neil H. Sekhri is Of Counsel in the San Francisco office of Gibson, Dunn & Crutcher. He is a member of the firm's Real Estate Department.

Mr. Sekhri has over 20 years of experience in real estate, land use and municipal law. His experience includes public and private partnerships, ground leasing, development agreements, land use and entitlements, CEQA, public trust, historic preservation, acquisitions and dispositions, commercial leasing for landlords and tenants, and public agency rules and procedures.

Previously, Mr. Sekhri was a San Francisco Deputy City Attorney where he acted as senior real estate counsel for the Port of San Francisco. Representative projects at the Port include leading the Port through the negotiation and approval of the transaction documents and entitlements for the $400 million James R. Herman Cruise Terminal project at Piers 30-32; the $100 million historic rehabilitation of the Ferry Building; the historic rehabilitation of Piers 1, 1½, 3 and 5; and the complex land exchanges at Mission Bay, a 300-acre redevelopment site. GIBSON, DUNN & CRUTCHER LL Prior to representing the Port, he founded the law firm of Sekhri & Woo, which focused on real estate law, litigation and trust and estates.

Mr. Sekhri is a graduate of the University of California at Davis King Hall School of Law where he was editor of the Law Review. He received his undergraduate degree in English with honors from the University of Maryland. P

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T J REAGAN, INC.

T J Reagan, Inc provides Owner representation services for clients requiring assistance in the development and implementation of its real estate requirements. The spectrum of services can be tai- lored as broad or as narrow to meet the individual needs of the client. Services provided include but not limited to the following: • Development of project proformas, • Assistance in the selection of design team and contractor, • Managing the project entitlement phase to secure timely project approvals, • Overseeing project budgets and maintaining cost control, Management of the design and construction phases to insure timely completion of project,

Here is a sampling of some of the clients and the services provided by T J Reagan, Inc:

Gap Inc. Managing the design efforts and the construction of 200,000 sf of tenant improvements for the headquarters of their Old Navy division,

Alexandria Real Estate Equities Assistance in the management of project approvals with San Francisco Redevelopment Agency (SFRA),

TMG Partners/AGI Capital Managing the design efforts and the construction of a 22 story, 246 condominiums project. Services also included working with utilities to coordinate services to the building,

Equity Office Properties Assistance in the development of project proforma,

Art Installations Richard Serra’s “Charlie Brown” at Gap Headquarters, “Cupid’s Span” by Coosje van Bruggen and Claus Olden- burg, Richard Deacon’s “Not Out of the Woods” Have worked with Scott Atthowe on relocation of Covarrubius Mu- rals from the Ferry Building and the bronze statues of Goethe and Schiller in Golden Gate Park.

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TERRY REAGAN

Prior to establishing T.J. Reagan, Inc. in December of 2002, Mr. Reagan was a partner at the real estate development firm of Wilson/Equity Office. Before joining Wilson/Equity Office, he was employed with Swinerton & Walberg Co. for 16 years. He was involved in such notable projects as 101 California Street, the Pacific Bell headquarters and the headquarters campus for VISA International. His experience at Swinerton also included overseeing the Northern California operations of Swinerton’s industrial arm, SW Industrial, where he was Vice President and a member of its Board of Directors. He left Swinerton Builders for approximately 2 1/2 years in 1998 and established Reagan Construction. His firm managed the construction of a 180-condominium project. In 1996, Mr. Reagan joined William Wilson & Associates which was acquired by Equity Office Properties in 2000. In 2000, he became a partner of the newly formed company Wilson/Equity Office Properties. With the Wilson organization, he led the design and construction of projects for Oracle Corporation and Gap Inc., including 901 Cherry Avenue, one of the first green buildings completed in the country and their San Francisco head- quarters. He managed the construction phase of the renovation of San Francisco’s landmark Ferry Building and was instrumental in the development and construction of Wilson/Equity Office’s ensem- ble office building project, Foundry Square. He recently completed the California Academy of Sci- ences, the largest LEED Platinum building in the world which will house the Academy’s 18 million specimens within their multi-disciplined scientific collections and also include a planetarium, aquarium and rain forest. Currently, he is working on the Walt Disney Family Foundation Museum which is also in the Presidio and is scheduled to open in 2009.

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T HE F ERRY B UILDING San Francisco, CA

Role: Owner/Developer while with Wilson/Equity Office, Inc.

Project: Historic renovation – complete architectural renovation, seismic upgrade, new life safety, fire protection and electrical systems

Use: 175,000 square feet of office 70,000 square feet of retail

Project Budget: $90 - $100 million

Public Agency Port of San Francisco, SHPO, NPS, Involvement: Hetch Hetchy, Dept. of City Planning and Dept. of Building Inspection

Completed: 2003

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OFFICE & RETAIL

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F OUNDRY S QUARE San Francisco, CA

Role: Owner/Developer while with Wilson/Equity Office, Inc.

Project: Office building – unique design, exposed concrete structure

Use: 727,000 square feet of office

Project Budget: $240 million

Public Agency San Francisco Dept. of City Planning, Involvement: Dept. of Building Inspection, Dept. of Public Works and Dept. of Parking and Traffic

Completed: 2002

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OFFICE

PORT OF SAN FRANCISCO—SWL 351 MIXED USE DEVELOPMENT CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

G AP H EADQUARTERS San Francisco, CA

Role: Development Manager for Gap Inc. while with William Wilson & Associates

Project: Corporate Headquarters – Designed by Robert A.M. Stern; includes cafeteria, conference facilities and art gallery

Use: 596,000 square feet of office

Project Budget: $240 million

Public Agency San Francisco Redevelopment Agency, Involvement: Port of San Francisco, Dept. of City Planning Dept. of Building Inspection and Dept. of Public Works

Completed: 2001

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G AP, I NC. 901 Cherry Avenue, San Bruno, CA

Role: Development Manager for Gap Inc. while with William Wilson & Associates

Project: Office building – designed by William McDonough. AIA/Business Week award- winning project. Sustainable design features include operable windows, green roof and underfloor mechanical system

Use: 190,000 square feet of office

Project Budget: $60 million

Public Agency City of San Bruno Planning Department, Involvement: Dept. of Public Works, Hetch Hetchy and San Mateo School District

Completed: 1997

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G AP I NC. 850 Cherry Ave., San Bruno, CA

Role: Development Manager for Gap Inc. while with William Wilson & Associates

Project: Office building

Use: 260,000 square feet of office, includes 500 person café and conference center

Project Budget: $100 million

Public Agency City of San Bruno Planning Department Involvement:

Completed: 2000

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OFFICE

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Resume Craig W. Hartman, FAIA

Design Partner

Craig W. Hartman, FAIA, is Design World Trade Center: Office, Residential, Partner for SOM, based in the firm’s San Hotel, Convention Center Master Plan Francisco office. His work with SOM in and Concept Design; St. Petersburg, the United States, Europe, and Asia, while Russia. extremely broad in its typology—ranging Carlson Center Mixed Use Master Plan, from entire urban districts to singular Competition; Minneapolis, Minnesota. works of commercial, civic, and cultural Centre Business Park Master Plan; architecture—consistently adheres to a Houston, Texas. rigorous modern architectural vocabulary CityWest Master Plan; Houston, Texas. that acknowledges issues of place CSC Riverfront Mixed-Use Master Plan; Education involving climate, physical and cultural Bangkok, Thailand. Ball State University, College of Architecture & landscape, and historic precedent. Gateway Center West, Mixed-use Master Planning, Bachelor of Architecture, 1973 The Architectural Association, London, 1972, Plan; Fairfax County, Virginia. Principal Tutor: Cedric Price Craig’s projects are frequently published in Hamilton Lakes Master Plan; Itasca, U.S. and international media and featured Illinois. Registration in a variety of exhibitions, including the Hamilton Lakes Village, Mixed Use Initial Registration: Illinois, 1977 1994 Venice Biennale. His work with SOM Residential & Commercial Master Plan; Registered Architect: California, Connecticut, Florida, Illinois, Indiana, Maryland, has received more than 50 awards for Itasca, Illinois. Massachusetts, Minnesota, Missouri, New design, including five National AIA Honor New Road/Riverfront Hotel and Mixed-use Jersey, New Mexico, New York, Ohio, Awards. As chair of the SOM Foundation Master Plan, Bangkok, Thailand. Pennsylvania, Texas, Virginia, Washington, D.C., 1995–2001, Craig broadened its programs Park Square, Master Plan and Retail; Wisconsin related to architectural education and was Albuquerque, New Mexico. National Council of Architectural Registration Boards (NCARB) Certification instrumental in initiating and sponsoring Sandia Foundation Mixed Use Master the Fall 2000 symposium, “The Pragmatist Plan; Albuquerque, New Mexico. Professional Associations Imagination: Things in the Making” at the Terrabay High-rise Residential and Office Fellow, American Institute of Architects, Museum of Modern Art in New York. Towers; South San Francsisco, 1995-present California. Chair, Skidmore, Owings & Merrill Foundation, 1995-2002 In 2001, Craig became the youngest 10th and Market Mixed-use residential Urban Land Institute, Commercial Council, recipient of the Maybeck Award, an award and office master plan; San Francisco, 1999-present presented by the California Chapter of California. San Francisco Architectural Heritage Board, the American Institute of Architects to San Jose Redevelopment Agency, Blocks Board & Issues Committee, 1999-2004 an individual in recognition of “lifetime 2 & 3 Mixed-use Development Plan; Lambda Alpha, International Real Estate Honorary Board Member, 2000-present achievement in architectural design.” San Jose, California. San Francisco Architectural Foundation, Advisory Board, 1998-2000 Office Buildings Advisory Board Member, 2AES, Center for Critical SELECTED PROJECTS Municipal Office Tower; City of San Architecture, 1995-1998 Rice Design Alliance, 1985-present Francisco, California. Mixed-Use & Residential International Financial Street Towers; Awards Tenth and Market Street Mixed-use Beijing, China. Beijing Finance Street, Beijing, China Residential and Municipal Office A–1 Tower; Taipei, Taiwan. BusinessWeek/Architectural Record China Towers; San Francisco, California. Office Building Design; Awards, 2008 St. Regis Hotel & Residences; Urban Design Award, AIA California San Francisco, California. Council, 2008 San Francisco, California. Da Kang Plaza, Concept Design; Urban Design Merit Award, AIA San Francisco University of California San Francisco, Shenzhen, China. Chapter, 2008 Mission Bay Campus Housing; San Ocean Light Office Tower & Retail, Design; Award for Excellence, Urban Land Institute, Francisco, California. Shanghai, China. 2008 L.A. 2000 Convention Hotel, Trade Mart & 300 Park Place, Hamilton Partners Arena, Master Plan and Concept Headquarters & PepsiCo, Inc. Regional Design; Los Angeles, California. Headquarters; Itasca, Illinois.

Skidmore, Owings & Merrill LLP

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Resume Craig Hartman (continued)

UC Merced Library and Information Technology Civic/Cultural Old Chemistry Building Renovation Center; Merced, California, Energy Efficiency Christ the Light Cathedral; Catholic Analysis, Stanford University; Stanford, Integration Merit Award, Savings By Design, Diocese of Oakland, California. California. 2007 UC Merced Central Plan; Merced, California, San Diego New Central Courthouse; Thomas Welton Art Gallery, Stanford Honor Award, American Institute of Architecture, San Diego, California. University; Stanford, California. 2007 United States Embassy; Beijing, China. Building 160 Learning Laboratory, Beyond Green High Performance Building United States Court of Appeals; San Stanford University; Stanford, California. Award, Sustainable Buildings Industry Council , Francisco, California. Southwestern University Campus Master 2007 Award of Merit: Sustainable Design, Structural San Francisco Civic Center Complex; San Plan; Georgetown, Texas. Engineers Association of Northern California, Francisco, California. Miami University Art Museum; Oxford, 2007 Commonwealth of Virginia, State Library Ohio. International Architecture Award, The Chicago and Archives; Richmond, Virginia. Texas Christian University, Library, Fort Athenaeum Museum of Architecture and National Museum of Prehistoric Culture Worth, Texas, Craig Hartman, Studio Design, 2007 Excellence in Architecture Design Award, AIA Competition; Taitung, Taiwan. Head/Senior Designer with Walter San Francisco, 2006 California State Office Building; San Netsch, Design Partner. Honor Award, AIA California Council, 2006 Francisco, California. University of Tizi-Ouzou, Campus Plan, 25-Year Transit Based Urban Plan for Timisoara: A Los Angeles Federal Courthouse, Invited Tizi-Ouzou, Algeria, Craig Hartman, European Crossroads; Timisoara, Romania, Design Competition; Los Angeles, Studio Head/Senior Designer with Urban Design Award, AIA California Council, 2008 California. Walter Netsch, Design Partner. Urban Design Award, AIA San Francisco, 2006 San Jose Symphony Hall; San Jose, Virginia Polytechnic Institute & State Treasure Island: The 2005 Plan; San Francisco, California. University, College of Engineering; California, San Francisco Food Bank, Offices, Blacksburg, Virginia. Urban Design Award, AIA California Warehouse and Distribution Facility; University of California, Merced Campus, Council, 2008 Urban Design Award, AIA San Francisco, 2006 San Francisco, California. Library & Student Services Building; Jianianhua Center; Chongqing, China, Excellence United States Federal Courts, Long-Term Merced, California. in Architecture Design Award, AIA San Francisco, Master Plan; San Francisco/Oakland, San Jose State University, Mixed-use 2006 California. Master Plan; San Jose, California. St. Regis Hotel & Residences; San Francisco, California Best Hotel Real Estate Deal in San Francisco, Educational/Institutional Corporate Headquarters 2005, San Francisco Business Times Harvard University Northwest Science 1801 Pennsylvania Ave.—MCI World Best New Residential Real Estate Deal in San Building; Cambridge, Headquarters; Washington, D.C. Francisco, 2005, San Francisco Business Times Massachusetts. Electronic Arts Corporate Headquarters San Francisco Food Bank; San Francisco, California, University of California Merced, Library & and Commons Building; Redwood City, Best in Category, Environmental Design, AIGA California Chapter, 2004. Information Technology Center; Merced, California. Christ the Light Cathedral Design Competition; California. Electronic Arts Corporate Headquarters Oakland, California, Honor Award for A. Frank Smith Library Complex, Campus Master Plan; Redwood City, Architecture, Unbuilt Projects, AIA San Southwestern University; Georgetown, California. Francisco, 2003 Texas. Fubon Banking Center, Taipei, Taiwan. Stanford University Knight Building Addition; Stanford, California, Honor Award, AIA San Cite Universitaire Student Housing, Hewlett-Packard Regional Offices, Design; Francisco, 2002 Tizi-Ouzou, Algeria, Craig Hartman, Milan, Italy. International Terminal, San Francisco International Studio Head/Senior Designer with Heritage Mutual Life Insurance Airport; San Francisco, California. Walter Netsch, Design Partner. Headquarters; Sheboygan, Wisconsin. National Honor Award for Architecture, Graduate School of Business, New Dean Hewlett-Packard Regional Offices, Design; AIA, 2002 National Honor Award for Interiors, AIA, 2002 and Faculty Building, Stanford Madrid, Spain. Honor Award for Architecture, AIA San University; Stanford, California. Hewlett-Packard Regional Offices & Francisco, 2002 Graduate School of Business, Academic Manufacturing; Stezzano, Italy. Graphis International Award for Environmental Building Renovation, Stanford IBM Corporation Offices & T. Rowe Price Design for Graphics and Wayfinding Signage, University; Stanford, California. National Headquarters; Baltimore, 2002 Honor Award, AIA California Council, 2001

Skidmore, Owings & Merrill LLP

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Resume Craig Hartman (cont.)

Best of Show for Interior Architecture, Maryland. Renovation Study; Chicago, Illinois. AIA San Francisco, 2001 Industrial and Commercial Bank of China; Mayo Buildings, Renovation; Rochester, British Art Directors Award for Environmental Beijing, China. Minnesota. Design, 2001 National Winner, Innovative Design and Security Bank Headquarters; Manila, Mayo Clinic, Community Outpatient Excellence in Architecture with Steel (IDEAS) Philippines. Medicine Facility; Rochester, Minnesota, Awards, 2001 Telecom Asia Headquarters, Bangkok (Studio Head/Senior Designer with Merit Award, Engineering Awards of Excellence, TIPCO Headquarters; Bangkok, Thailand. Walter Netsch, Design Partner). presented by the American Institute of Steel The World Bank New Headquarters Teaching & Research Hospital, University Construction, 2001 101 Second Street; San Francisco, California Competition; Washington, D.C. of Blida; Blida, Algeria (Studio Head/ Honor Award, AIA California Council, 2001 Transportation Senior Designer with Walter Netsch, Honor Award, AIA San Francisco, 2003 The New International Terminal, San Design Partner). Hewlett-Packard Building 15; Palo Alto, California Francisco International Airport; San California Pacific Medical Center, new Honor Award for Design, AIA California Chapter, Francisco, California. campus planning and design; San 1995 Merit Award and Exceptional Architectural North Terminal Renovation Master Plan Francisco, California. Achievement Award, and Retail Tenant Guidlines, San National Commercial Builders Council, 1995 Francisco International Airport; San Retail Hewlett-Packard Building 15 Treatment Plant; Palo Francisco, California. Spring Street Pavilion, Retail/Mixed-use Alto, California Yuzhno Sakhalinsk International Airport, Master Plan; Herndon, Virginia. Honor Award for Design, AIA/CMA California & Nevada Chapters, 1996 Master Plan; Sakhalin Island, Russia. United States Court of Appeals; San Francisco Hotels/Hospitality Presidential Design Awards, Federal Design Renovation/Historic Restoration Bangkok Club; Bangkok, Thailand. Achievement Award for Historic Preservation, Public Space Renovation; Charter Land Club & Residential Tower; 2000 San Francisco, California. Fort Bonafacio, Philippines. National Honor Award for Architecture, AIA, 1998 Commonwealth Building Reconstruction; Daiei Hotel Competition; Fukuoka, Japan. National Honor Award for Interior Architecture, Rosslyn, Virginia. Grand Avenue Plaza Hotel, Design; AIA, 1998 Hewlett-Packard Building 15 Renovation; Los Angeles, California. National Award for Engineering, Technology & Palo Alto, California. Loews Hotel Project Design; San Antonio, Innovation General Services Administration, Telesis Tower, Public Space Renovation; Texas. 1994 California Preservation Foundation Design San Francisco, California. Marriott International Hotel, Lyon Design Award for Rehabilitation, 1997 Union Bank, Complete Remodeling, Competition; Lyon, France. Honor Award, AIA California Council, 1997 Concept Design; Los Angeles, California. St. Regis Museum Tower Mixed-use Design Honor Award, Historic Preservation/ United States Court of Appeals; San Development; San Francisco, California. Adaptive Reuse/Renovation, AIA California Francisco, California. Tomlinson Road Hotels, Design; Council, 1997 Award of Honor for Interior Architecture, AIA , Public Space Singapore. San Francisco Chapter, 1996 Renovation; San Francisco, California. General Services Administration Design Award Co-location Facilities for Historic Preservation, 1996 Healthcare AboveNet Internet Service Exchange San Francisco Civic Center Complex; Rice University Research Building; Facilities; Los Angeles & San Francisco, San Francisco, California Winner, National Design/Build Award, 1998 Houston, Texas. California. Winner, National Design Competition, 1994 Children’s Hospital Central Plant/ Medicine Facility; Rochester, Minnesota, MCI Communications Headquarters; Respiratory Therapy Pavilion; Oakland, (Studio Head/Senior Designer with Washington, D.C. California. Walter Netsch, Design Partner). Award of Honor, AIA California Council, 1993 Children’s Hospital Patient Pavilion Teaching & Research Hospital, University Merit Award, Beyond the Bay, AIA San Francisco Chapter, 1993 Addition; Oakland, California. of Blida; Blida, Algeria (Studio Head/ Craftsmanship Award for Precast Concrete, Children’s Hospital, Master Plan; Oakland, Senior Designer with Walter Netsch, Presented by the Washington Building California. Design Partner). Congress, 1992 National Children’s Hospital; Shanghai, California Pacific Medical Center, new China. campus planning and design; San Henrotin Community Hospital Addition/

Skidmore, Owings & Merrill LLP

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B. DEVELOPER QUALIFICATIONS

PWP is the Managing Member of SFWP and is a San Francisco The Watermark, San Francisco, CA based real estate development and investment management A 22 story residential project located in the South Beach firm whose principals have over fifty years of real estate and waterfront area. development experience. PWP has earned a reputation for excellence in urban infill development and diversified portfolio The Bay School, The Presidio of San Francisco, CA management. We work with multi-tiered public agencies, Built in 1912 for original use as Army barracks, Building institutional investors and their managers, and both private 35 is a spacious 62,000 square foot building that is ideal for and public corporations. SFWP most recently completed school use because of its high ceilings, large spaces, efficient the $60M rehabilitation an adaptive re-use of Piers 1 1/2, traffic flow and excellent natural light and ventilation. The 3 & 5 (The Piers). As the development manager, PWP’s renovation included a complete upgrade of the building in responsibilities included: conjunction with the design of state of the art classrooms, educational facilities and public areas. r 4FDVSJOH&OUJUMFNFOUT r %FTJHOBOE%FWFMPQNFOU Embarcadero Center. San Francisco, CA r $PNNVOJUZ0VUSFBDI A $350 Million development including 3.2 million square r $POTUSVDUJPO.BOBHFNFOU0WFSBMM1SPKFDU.BOBHFNFOU foot office 340,000 S.F. of retail space and an 800 room r )JTUPSJD5BY$SFEJU.BOBHFNFOUBOE0WFSTJHIU Hyatt Regency hotel. r .BSLFUJOHBOE-FBTJOH r 1SPQFSUZ.BOBHFNFOU0OHPJOH0QFSBUJPOT Marina Square, Republic of Singapore A $1.2 billion mixed-use development containing the 640 room The Piers are over 90% leased and include reputable tenants Marina Mandarin, the 580 room Oriental Singapore and the such as : Bloomberg SP, Renaissance Technologies, Geolo 850 room Pan Pacific Hotel. It contains 700,000 square feet Capital, La Mar Restaurant, The Plant Café Organic (formerly of retail with 4 department stores and a 4,000 car garage. known as Lettus Café) and Chef Russell Jackson’s Lafitte Restaurant. The Pan Pacific (now The JW), San Francisco A 340 room luxury hotel developed in 1987. The Principals participation in the development of relevant projects include:

Piers 1 ½, 3 & 5 Historic Renovation, San Francisco, CA 120,000 square foot historic renovation in the Ferry Building Waterfront Area consisting of 40,000 square feet of public access, including a Port Walk, Bayside History Walk, public dock, water taxi landing and marina. The project also includes restaurants and retail and Class A office space.

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SIMILAR DEVELOPMENTS

DEVELOPMENT DATE SIZE COST CONSTRUCTION ROLE LENDER

Developer Piers 1 ½, 3 and 5: (design development, secured Mixed Use Historic 2000-2006 120,000 sf $60 M CalSTRS entitlements, construction Redevelopment management, leasing, property management)

Pier 24: Developer Manager Pilara Family Historic Renovation 2008 30,000 sf $11 M (lease negotiations, entitlements, Foundation Photographic Warehouse design and construction management)

The Bay School of 2002 66,000 sf $15 M First Republic Bank Co-Development Manager San Francisco

Development Experience Rehab Project from the San Francisco Business Times Real Estate Deals of the Year. The Piers are now over 90% The “key members” of the development team have been leased with SFWP managing all of the tenant improvements closely involved with the following developments: and property management.

Piers 1 ½, 3 & 5, San Francisco, CA Pier 24 Annex, San Francisco, CA (Figures 1–3, page 3.38) Pier 24 Annex is a 27,311 square foot historic building that The Piers provide more than 60,000 square feet of premier has been renovated to historic standards as a photographic Class A waterfront-view office space, 17,000 square feet of warehouse for the Pilara Family Foundation. The project restaurant, café and retail space and over 40,000 square feet includes a public access viewing platform and historic photo of public access area, including a Bayside History Walk, public exhibit on the railroad corridor between the Pier 24 Annex promenade, water taxi landing and a marina. and Pier 26. The space will be used for active storage of fine SFWP was responsible for the development, entitlements, photography, administrative offices, curatorial rooms and construction management, leasing and property management storage facilities and viewing areas for visiting scholars and of Piers 1 ½, 3 & 5. SFWP developed a unique plan to educational groups. redevelop and re-use the piers paying careful attention to historic rehabilitation and public use and access. The team PWP was responsible for site selection, lease negotiations, successfully secured project entitlements and approvals from entitlements and design and construction management. The 16 public agencies. In 2004, construction began and in 2006, building was restored to the Secretary of the Interior Standards the landmark project was opened to considerable public and and received the Port’s planning department approval as an press accolades. In 2007, the project was awarded the Best historic renovation. Pier 24 annex had been vacant for at

PORT OF SAN FRANCISCO—SWL 351 MIXED USE DEVELOPMENT CONFIDENTIAL PROPRIETARY INFORMATION: NOT SUBJECT TO DISCLOSURE

least 20 years and was severely deteriorated, as the Port had Equity Community Builders through the Bay Schools non-profit been unsuccessful in several previous attempts to lease and Board. PWP selected the site at 35 Keyes in the Presidio of San renovate the building including a formal Request for Proposals Francisco, negotiated a 60-year lease with the Presidio Trust in 1997. and secured financing through a creative capital structure that included the utilization of historic tax credits and an The Watermark, San Francisco, CA (Figure 4, page 3.38) intermediate investment entity. A 62,000 square foot campus was developed in the Main Post area and structured a long The Watermark is a 136 unit, 22-story condominium term lease with the school. The building was successfully building located at Beale and Bryant Streets completed in adapted and reused an historic Presidio landmark, now known 2006. The project includes 120 market rate condominiums, as the Bay School of San Francisco. Major building renovation 16 Below Market Rate units, a lap pool, fitness center and began in May 2004, and was completed in August 2005, ready deck for residents, a 136 space parking garage for building for the beginning of The Bay School’s second academic year in residents and a landscaped surface parking lot adjacent to the 2005-2006. The Bay School received the American Institute of building. The 22,000 square foot site on which the tower was Architects (AIA) Honor Award for Interior Architecture in 2006. constructed was purchased from the Port through a public The project was completed in collaboration with the principals trust land exchange approved the State Lands Commission from Equity Community Builders. and the San Francisco Board of Supervisors.

Mr. Osmundson served as the Managing Representative Embarcadero Center, San Francisco, CA (Figure 6, page 3.38) for San Francisco Cruise Terminal, LLC and as Director of Embarcadero Center is a mixed use urban development Development for Lend Lease Communities, the developer in San Francisco, CA developed by David Rockefeller, John of the Watermark and the associated Bryant Street Pier and Portman and Trammel Crow in partnership with The Prudential Cruise Ship Terminal Project, from 2005 until 2007. His main Insurance Company of America. Mr. Snellgrove was Project responsibilities during this time period were to oversee the Manager for and Director of completion of construction, successfully launch and conclude Development for the Hyatt Regency Hotel, Two and Three the sales and marketing of the market rate and below market Embarcadero Center and the pre-development of Four rate units, finalize and secure all DRE and City approvals for Embarcadero Center until he was transferred to Asia in 1979. the condominium plan and project, establish the Homeowner’s Association and oversee the transfer of the building to During his 10 year tenure, he was responsible for overseeing the Association. all aspects of the development including the design, construction, leasing and tenant improvements. Together with The Bay School, The Presidio, San Francisco, CA the architects, he was responsible for liaison with the staff of (Figure 5, page 3.38) the Redevelopment Agency and the San Francisco Planning Built in 1912 for original use as Army barracks, Building 35 is Commission and for ensuring that the requisite entitlements a spacious 62,000 square foot building that is ideal for school and permits were obtained. use because of its high ceilings, large spaces, efficient traffic flow and excellent natural light and ventilation. The renovation Marina Square, Republic of Singapore (Figure 7, page 3.38) included a complete upgrade of the building in conjunction Marina Square is a S$1.2 billion mixed-use development with the design of state of the art classrooms, educational sponsored by Singapore Land and Portman Properties. The facilities and public areas. project contains the 640 room Marina Mandarin hotel, the 580 room Oriental Singapore hotel and the 850 room Pan Pacific PWP worked in a pro-bono capacity with the principals of hotel. The project also contains a 700,000 SF retail mall with 4 department stores and a 4,000 car garage.

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Mr. Snellgrove was Director of Development of the project from 1979 to 1984. He was responsible for coordinating with the Urban Redevelopment Authority in the negotiation of the development agreement, approval from numerous government agencies and for all aspects of the design, entitlements, construction and leasing of the project. He was also jointly responsible for the liaison with various joint venture partners, including The Mandarin Oriental Group, Tokyu Hotels International and the Marina Mandarin Group. 1 2

Peachtree Center, Atlanta, GA

Peachtree Center is an urban mixed-use project in downtown Atlanta with six office buildings and a retail shopping center owned by Portman Properties in joint venture with (variously) Prudential Life Insurance and Equitable Life Insurance. The Center contains approximately 2.4 million sf of office space and 200,000 sf of retail and restaurant space. 3 4

From 1984 to 1987 Mr. Snellgrove was Senior Vice President and General Manager of Peachtree Center as part of Portman Properties and was responsible for overseeing a major renovation of the retail mall and for retail and office leasing, property management, and asset management.

Pan Pacific Hotel (now JW Marriott), San Francisco, CA 5 6 (see figure 8)

The Pan Pacific Hotel was originally designed and built as the flagship of the Portman Hotel Company. Opened in 1987, it has 340 guest rooms, a restaurant and an underground parking garage. It was sold shortly after completion to Pan Pacific Hotels and more recently to JW Marriott. The Hotel was developed by Portman Properties on a ground lease with The Olympic Club. Mr. Snellgrove was a partner in the hotel through Portman Holdings and was a member of the 7 8 Atlanta based development team.

PORT OF SAN FRANCISCO—SWL 351 MIXED USE DEVELOPMENT