Point Molate Response to RFQ

Submitted By - Samuelson Schafer a Partnership Company of Samuelson Partners. Along with Samuelson Partners Affiliate Atago Pacific Table of Contents

Transmittal Letter

Executive Summary

Description of Project Team

Previous Experience

Financial Qualifications

2 Transmittal Letter

3 Ms. Lina Velasco Planning Manger City Of Richmond 450 Civic Center Plaza, 2nd Floor Richmond, CA 94840

RE: Point Molate Request for Qualifications

Dear Ms. Velasco:

Attached is the package for the above referenced request. Samuelson Schafer understands the terms of this RFQ and have received all amendments to the RFQ that are known to be issued.

We look forward to working with you on the development of Point Molate.

Sincerely,

Eric C. Schafer Partner

4 Statement of Qualifications – Part 1 (Executive Summary)

5 Executive Summary The following document has been prepared by Samuelson Schafer in response to the request for qualifications issued by the city of Richmond Planning & Building Services for the development and master planning of 271 acres of the Point Molate property. Samuelson Schafer is the proposed development entity, and is one of the partner companies to Samuelson Partners. The team will also be comprised of Atago Pacific partners which is an affiliate company of Samuelson partners. The teams roles and responsibilities will be described in more detail throughout the executive summary as well as in the following document. Samuelson Schafer is ideally positioned to successfully develop the full 271 acres. However, Samuelson Schafer’s development process is flexible and seeks to create a master plan in strong partnership with the city of Richmond and the local community which can include partnering with other development companies or developing a smaller portion of the site. Samuelson Schafer is a local Bay Area real estate developer headquartered in San Rafael, San Francisco. Samuelson Schafer has a proven track record of developing high quality buildings and actively participating within the local community to foster economic growth, job creation and the overall sustainability of the environment and community. Over our 65 year history we have a proven track record of working closely with local and regional government entities and proactively collaborating with local community members throughout the full design and development process. Following are some major highlights contained within the document: • Experienced Team - the company has been a successful developer for over the last 65 years, and the team has 200+ years of experience. It has constructed over 5,000,000 ft.² of commercial property, acquired and sold over $1 billion of real estate, developed over $750 million of commercial property over the last 65 years, has managed a portfolio of over $1 billion of distressed loans, and has institutional real estate experience managing both co-mingled and separate accounts valued over $2.5 billion • Local, Regional and International Experience - The team's unique blend of both local and international experience is ideally positioned to not only work closely with local businesses and community members, but attract international investment, multi-national tenants and internationally based institutions interested in engaging in public-private partnerships for infrastructure development • Maintaining historical heritage and fostering sustainability - Even though the specific plan states that there are no historical buildings within the proposed development area we also understand that one of the major objectives of the city is to preserve the cultural heritage of the surrounding community. During the design element of the project there will be a focus on blending the needs of future industrial growth with historical elements of the surrounding community. We will also strive to design buildings with the highest standards of sustainable building best practices in order to preserve the environment. Team members have a proven track of revitalizing historical landmarks as well as spearheading sustainability initiatives within the built environment • Partnership for life approach - It's been our experience that the most successful developments are when the developer takes an active leadership role in the community. It is been one of our missions over the last 65 years to proactively work and give back to the community. We take a partnership for life approach to all our projects and are active community members sitting on the boards for local community organizations and programs. This includes sitting on the board of the YMCA, Occidental College, Fuller seminary etc. we have also started and run our own nonprofit focusing on low-income housing and run programs for high-risk communities such as the homeless and women suffering from abuse. Our focus is not solely on the return on investment and quick exit, but taking an active role within the community to better serve the local residents Samuelson Schafer is dedicated to understanding and working with local city government officials and the local community to meet its main objectives outlined in both the RFQ and discussed during the local community engagement meetings.

This is an exciting opportunity, and we look forward to discussing the project and our vision for the site and the surrounding community in the near future.

6 Statement of Qualifications – Part 2 (Project Understanding and Approach)

1 Point Molate Samuelson Schafer is interested in working with the City on Developing a mutually beneficial concept for approximately 81 of the 270 acres located on the four developable areas (The North, South, Central and Core Historic Areas). It is our belief that this is an exceptional location to develop a combination of active living, working lifestyle area by combining, multifamily rental housing, office, and retail that would all work together to the complete environment to support the families that will be living here. This narrative will cover; an overview of the Richmond market and surrounding markets, overview of Point Molate, the Judgement and our approach to meeting the City of Richmond goals and objectives that have been expressed and how they should create employment opportunities on all economic levels. Market Overview The Richmond Area is an urban industrial submarket of the East Bay. While the Chevron Refinery is located there employing approximately 3,000 workers, it also is the home to other various industrial companies. Richmond also has a very low office vacancy rate (4.9%*). Surrounding markets have significantly lower vacancies that will translate to new companies migrating to this site if there is an opportunity to relocate as their need for more space occurs. Another factor is the prospect of creating new energy efficient space with alternative clean energy sources which will be important both environmentally beneficial and will reduce occupying tenant’s overhead costs. Multifamily in the Bay Area has been a hot topic. The City of Richmond has 6,538 units* with a vacancy of 4.9%. Adding to the multifamily inventory will increase the inventory and relieve pressure on the market which will help stabilize rents. Average Office Vacancy Q2 2018 * • Richmond/ San Pablo 4.9%* • Pinole/ Hercules/ El Sobrante 2.3% • El Cerrito 4.4% • Albany Kensington 1.8% Average Multifamily Vacancy Q2 2018 * • Richmond/ Martinez 4.9%* • Concord /Pleasant Hill 3.5% • Walnut Creek/ San Ramon 3.7% • Marin 2.7% • Vallejo 2.8% * Costar Q3 2018. Employment Impact • Creating the opportunity for office, light manufacturing, and R&D companies to occupy Point Molate, jobs of various vocational skill sets will be needed to be filled. If they can commute a short distance to work or by public transit to the company and the lower commute cost will increase their disposable income increases.

• The groups that we have contacted are interested in using a local workforce. Allowing companies to 2 have an location with expansion capabilities will keep them in the city, reducing their cost of layoff, training and rehiring and create permanent jobs. • We also believe the reasonable cost of housing we will develop, compared to the rest of the Bay Area, creates an additional incentive to industries locating here. Point Molate/ Judgement Point Molate is 270 acre above water and a 134 acre below water project. The steep topography and contamination from the previous Naval operations limits the uses. There are four areas that have been identified as developable, per the judgement; • the North DevelopmentArea • South DevelopmentArea • Central DevelopmentArea • Core historic Area These areas consist of approximately 30% of the Property. No project has been approved. The goal is to: • Work with the city and its Blue Ribbon Committee to create a use plan by April 13, 2020. • Reuse the 65 historical buildings in a way that celebrates their historical heritage and promoting the different historical occupations. • Build a minimum of 670 multifamily housing units with inclusionary housing. • Use the 1,450 foot pier for recreation and transportation. • Create a new neighborhood with a mix of lifestyle uses and opportunities with a long term economic viability.Through this, Point Molate will be a sought out destination.

3 Statement of Qualifications – Part 3 (Description of Project Team)

1 Samuelson Schafer & Samuelson partners

Strategic Investors – Valued Partners

2 Strategic Investors

SAMUELSON PARTNERS BACKGROUND

Samuelson Partners principle investing activity has strategically grown over the last 65 years. Samuelson Partners has constructed, developed, operated and sold office, apartments, industrial, retail and NNN properties across the western United States. The key to the company’s growth is a company structure based on centralized management, which partners with regional real estate professionals. Samuelson Partners operates with offices in Northern , Los Angeles, San Diego and Phoenix with additional investments in Portland and Dallas. The key to the company’s financial success is the integration of all the disciplines of real estate investment – construction, entitlement, development, leasing, operations, marketing, financing and sales.

Locally Experienced Real Estate Professionals The organization has six unique local partnerships with a total of more than 200 years of experience: Samuelson Hornaday – located in Phoenix with a focus on business/office parks and shopping centers.

Currie Samuelson Partners – located in San Diego with a focus on land development and business/office parks.

Samuelson Schafer – located in Northern California with a focus on infill urban development which holds a collection of office, residential and mixed-use properties.

Samuelson & Fetter – located in Southern California with a focus on urban office and infill mixed use development.

Beacon Housing – located in Los Angeles with a focus on affordable housing projects both family living and transitional

Highland Construction – located in Los Angeles providing quality construction and construction management services

Samuelson partners 3 Strategic Investors

AFFILIATE OFFICES

San Francisco, CA Monrovia, CA

Los Angeles, CA

San Diego, CA Phoenix, AZ

Samuelson partners 4 Strategic Investors

SAMUELSON PARTNERS - EXPERIENCED

Samuelson Partners seasoned members are skilled in:

• Construction - Over 5,000,000 square • Acquisition/Disposition - acquired and sold feet including, industrial construction of over over $1 billion across the county. 3,100,000 square feet, over 1,000,000 square feet of retail construction, over 1,000,000 square feet of office construction and over • Distressed Assets - Acquisition and 500 units of residential/mixed use management of distressed loan acquisition and construction. management in excess of $1 billion.

• Development - Developed over • Asset Management - Institutional real estate $750,000,000 of industrial, high rise office, asset management of commingled funds and suburban office, shopping center and separate accounts of over $2.5 billion across the residential properties over the last 60 years. county.

MAP OF SAMUELSON PARTNER’S INVESTMENT DEALINGS: Past and Present

PORTLAND, OR

MINNEAPOLIS, MN

CHICAGO, IL SPARKS, NV

SAN FRANCISCO, CA

PHOENIX, AZ GRAND PRAIRIE, TX LOS ANGELES, CA GARLAND, TX SAN DIEGO, CA

Samuelson partners 5 Strategic Investors SAMUELSON PARTNERS – PORTFOLIO / MAJOR U.S. CORPORATE RELATIONSHIPS

Respected for our long term vision, strength and reliability • Over the long term Samuelson Partners has developed and acquired a portfolio of over 40 properties, worth in excess of $500 million, in the western United States. • Our banks, Bank of America, City National Bank and Bank of the West, have provided over $50 million of construction loans, bridge financing and line of credits. • Our permanent lenders for our solid performing loan portfolio include John Hancock Life Insurance, Principle Life Insurance, Teachers Associates, MetLife, Northwest Mutual and Prudential of England. Respected by our Tenants AeroVironment Inc. Honeywell Pacific Southwest Airways Honda Motor Company Pitney Bowes American Hospital Supply HP Enterprise Services Safeway Bank International Business Machines San Diego Gas & Electric Barker Brothers Lucky’s Security Pacific National Bank Baxter Healthcare Kaiser Permanente SeeBeyond Technologies Builders Emporium Lockhead Aircraft Southern California Edison California Business Bureau Marshall’s Southwest Furniture Central Laboratories Micro Data Company Chase Brass Montgomery Watson Harza United Bank Chuckie Cheese Pizza Motorola Univac Coldwell Banker National Cash Register Walgreens Control Data Newall Land Company Weber Aircraft Data Systems Pacific Bell Telephone Worley Parsons First Interstate Pacific Lighting Xerox

Samuelson partners 6 Strategic Investors

SAMUELSON PARTNERS - RESPECTED

This consistent string of awards confirms Samuelson Partners commitment to design as a key factor in the “value engineering” equation. Careful attention to landscape design, exterior architecture and building layout sets Samuelson Partners Projects apart from the competition.

Respected by the Community:

2007 Top 25 Developer in Los Angeles County 2005 Top 25 Developer in Los Angeles County 2004 Top 25 Developer in Los Angeles County 2003 Top 25 Developer in Los Angeles County 2003 Golden Nugget Merit Award for 40 years 2002 Top 25 Developer in Los Angeles County 2001 Top 25 Developer in Los Angeles County 2000 Top 25 Developer in Los Angeles County 1999 Top 25 Developer in Los Angeles County 1998 Top 25 Developer in Los Angeles County 1997 Top 25 Developer in Los Angeles County 1996 Top 25 Developer in Los Angeles County 1995 Golden Nugget Merit Award 1990 Golden Nugget Grand Award “Best in the West” Industrial Project 1990 Golden Nugget Merit Award “Best in the West” Industrial Project 1990 Beautification Winner, City of Santa Fe Springs 1986 Special “Louise Bruning” Award 1984 Beautification Winner, Santa Fe Springs 1979 Los Angeles County Beautification Award 1976 Beautification Winner, Santa Fe Springs 1989 Community Action Award, City of Glendora 1988 Special Recognition Award, City of Monrovia 1986 Monrovia Beautiful Award

Samuelson partners 7 Atago Pacific Partners An Affiliate of Samuelson Partners

Strategic Investors – Valued Partners

8 Strategic Investors

Through our agency business, The ATAGO Group has advised several large global real estate and corporate private equity firms in foreign countries on entity level buy-outs, single asset investments, spin-offs and corporate divestitures as well as public market corporate recapitalizations. With this skill and experience we believe that with our global footprint in all aspects of real estate investments, restructures and turn-arounds, we would provide tremendous value in multiple capacities to Mitsubishi. The ATAGO Group is more than willing to partner or work with any advisor (s) that Mitsubishi may determine a complementary team to accomplish any one or a combination of achieve the highest possible investment value outcome for opportunities.

OURTEAM

The ATAGO Group’s key team members bring depth through experience in all facets of Real Estate Development, Investment and Fund Management for the past 45 years and through the past three real estate cycles. A compendium of our active involvement in both the domestic and foreign markets include, but are not limited to:  Managing closed-end funds, REITs and managed accounts with public fund, Taft-Hartley fund and private pension fund investors. Completed the investment cycle for the first institutional closed-end fund.

 Restructuring complicated investment structures, platforms, and entity level operating companies for our own account and on behalf of Pension Fund investors and other Fund Managers since the mid 1980s and through the past challenging three real estate cycles.

 Participating in the creation of Morgan Stanley’s (MSREF) earlier Fund Investments (II & III) in Japan in 1997, and other areas throughout Pan-Asia as well as the U.S.

 Participating in creating one of the first Asian real estate asset back operating company buy-out platforms at Soros Real Estate Partners (Grove International) that began to focus on large public/private company corporate buy-outs and turn-around investments in Japan in the early 2000’s.

 Advising large global real estate and corporate private equity firms in foreign countries on entity level buy-outs, single asset investments, spin-offs and corporate divestitures as well as public market corporate recapitalizations.

 Investing in and developing mixed-use, residential, office and retail properties in the U.S. and throughout Pan-Asia.

 Investing in and managing real property investments and their respective ownership organization.

ATAGO PACIFIC PARTNERS 9 Strategic Investors

OWNERSHIP AFFILIATES

The ATAGO Group and Affiliates

Atago Pacific Partners

Investment & Principal Investing Special Situations Advisory $500 MM in Assets Under Management • US / Pacific Rim Cross Border Advisory • Samuelson Brothers / Currie Samuelson / Samuelson Schafer / Samuelson & Fetter / Samuelson Hornaday

Investment Themes Our investment themes focus on the following fundamental investment opportunities:

• Strategic core investing tailored to the market cycle

• Opportunistic investing in markets or situations in transition

• Value add opportunities with local partners

• Special situations where our problem solving skills and entrepreneurial skills can add intrinsic value beyond financial engineering, and at the asset or company level

ATAGO PACIFIC PARTNERS 10 Strategic Investors

The ATAGO Group’s asset management Investment and Development teams have managed assets for our own account as well as for many large institutional investors globally. Our asset management skill set extends to Real Estate development, entity level management and turn around as well as all property types including: Hospitality, Residential, Retail, Office, Industrial and mix-use complexes.

MAP OF MANAGEMENT’S GLOBAL BUSINESS DEALINGS

LONDON CHICAGO SEATTLE BOSTON SAN FRANCISCO NEW YORK SOUTH KOREA TOKYO LOS ANGELES PHILADELPHIA SAN DIEGO WASHINGTON DC SHANGHAI DALLAS ATLANTA HONG KONG HOUSTON THAILAND

BRAZIL

SYDNEY

ATAGO PACIFIC PARTNERS 11 Strategic Investors

A sample list of The ATAGO Group’s track record from Japanese institutional investors between 2014 to present.

Company Represented Deal Description Deal Size

Mitsubishi Corp Global Infrastructure Project at $20 BLN, Current $13 BLN

Mitsubishi Corp MC, I square CAP $100 mm

Mitsubishi Corp MC, ACTIS Realty UK $100 mm in Sub Africa Real Estate Fund Mitsubishi Corp MC TPG Debt Fund Target $500 mm, on hold

Mitsubishi Corp MC TPG Infrastructure Fund Target $500-$700 mm on hold

Mitsubishi Corp MC Green Oak Target raise $500 mm

Mitsubishi Corp – Diamond Various real residential real estate Various Realty partners Mitsui Bussan CIM 20% of management co

Itochu Real Estate California Under C/A

DiawaHouse Lincoln Properties and Others $1.6 blnDaiwa House later took over Marubeni portion SekisuHouse Newhall Land and Others Various

Sumitomo Regional Home Builders Various

Softbank Fortress Capital $3Bln 100% of Management Co

NTT Urban Normandy 15% of Management Co

JIS Various, Asset backed PE, domestic $2Bln PE Fund and global investing Mitsubishi Corp Data Centers Projected at $3Bln recently announced

ATAGO PACIFIC PARTNERS 12 Team Profiles and Resumes

13 Team Profile and Resumes

Jim Schafer Reid Samuelson Michael Marshal Managing Partner & Managing Partner & Atago Pacific – Founding Principle Principle Partner and Principle

Todd Palin Kathleen J. Warren Lukesh Eric Schafer Samuelson Ngaotheppitak Sullivan Partner Partner Partner Partner Partner Valued Partners

H. JAMES SCHAFER – Managing Member

Mr. Schafer is an active in real estate and a business advisor as well as an operating partner in a real estate investment and development partnership. In the last 40 years he has participated in the development of over $500 million of development projects as well as counseled several major family corporations with an assets valued at approximately $200 million to preserve the property assets and resolve financial and ownership conflicts.

ACCOMPLISHED

• Vice President – Resident Manager- Coldwell Banker Commercial Brokerage Co., Boston, Massachusetts, and acted as the company’s Broker of Record for Massachusetts, New Hampshire, Rhode Island, and Maine. • Managing General Partner- Lincoln Property Company- San Francisco High Rise Office Development • President and Managing General Manager of NUBECO,LLC, an intellectual property company • Member of the Board of Directors, Trader Vic’s Restaurants • General Partner Samuelson Schafer Real Estate Investment and Development Partnership • Education- Bachelor of Arts in Psychology and an MBA from St. Mary’s College in California

SKILLED

• Established the Coldwell Banker Commercial Brokerage operations in the New England Market that included responsibility for recruiting and training 40 commercial brokers, analyzing the market to place personnel in appropriate market segments, as well as establishing the Coldwell Banker Brand in New England • Participated in and directed the planning, leasing, construction, and finance of 4 high rise office projects totaling 800,000 square feet in San Francisco, one of which was sold for a $60 million profit • Analyzed and counseled separate hostile family interests in the distribution of $75 million of family real property interests in unique and irreplaceable location • Developed, financed, and own $125 million of office, rental residential, and retail property

RESPECTED

• Awards: The John M. MacPhail Award accompanied by California State Senate Certificate of Recognition, Marin Economic Commission Award of Excellence, Pacific Builders Conference Award of Merit 1995 and 2003 • Appointed the Trustee of the Victor J. Bergeron Trust, aka Trader Vic • Guest Speaker at Affordable Housing Conferences and NACD • Awarded property development rights by the City of San Rafael and special financial development financial assistance by the City of San Francisco

Samuelson partners 15 Valued Partners

REID G. SAMUELSON – Founding Managing Member

Over the last 37 years, Mr. Samuelson has been a valued partner as an owner and investment advisor. He is a respected national investment advisor and an accomplished real estate investor. He has provide investment advisory services to billions of dollars of commingled and separate accounts for institutions, foundations, public and individual investor. As a real estate investor, his partners rely daily on his real estate skills to manage the firm developments and investment in the western United States.

ACCOMPLISHED

• President of CBRE Investors (formerly Coldwell Banker Capital Management Services) responsible for over one $1billion in investments across the United States including 6 commingled funds and 8 separate accounts. Investors included A.T.T, City and County of San Francisco, Dow Chemical, Hughes Aircraft and ACRO. • President of T. Rowe Price Realty Advisers – responsible for raising and investing $300 million in capital with properties in 10 states. T. Rowe Price is one the leading investment firms in the United States. • Managing Director of Aldrich, Eastman and Waltch (AEW was in the top five of United States investment advisors) Responsibilities included Director of Asset Management with over $5 billion in real estate across the country. • Vice President – Acquisition Manager – Western United States (CBRE Investors – formerly Coldwell Banker Capital Management Services) Senior Vice President – Director of Investment and Development– (CBRE Investors – formerly Coldwell Banker Capital Management Services. Coldwell Banker was the largest real estate brokerage house in the US) • Education – BA in Physics from Occidental and MBA in Finance/Accounting from UCLA

SKILLED

• Completed the first full cycle institutional fund in the US with its successful disposition at 5% over the funds valuation in 1982 – The Coldwell Bank Real Estate Fund • Developed and placed the first convertible mortgage – originating in the CB Real Estate Fund III. Offered the first “no-load” real estate fund in America – The T. Rowe Price Real Estate Fund I – America’s No Load Real Estate Fund • Developed an industry “ground breaking” rent and real estate market forecasting system. Developed over $200 million of office, industrial, apartment and mix-use property

RESPECTED

• Founding member of NACREIF’s research council • Developed several award winning projects – including Gold Nugget and Builders Association Recycler Awards. • Samuelson Partners is one of the few effective private real estate development/investment companies remaining in today’s market with long term banking relationships

Samuelson partners 16 Valued Partners

MICHAEL A. MARSHALL – Founding Manager Member

Over the last 30 years, Mr. Marshall has been active in the investment industry as a valued partner, principal investor and investment advisor. He has focused exclusively on value creating in private and public investments and operating companies in world class enterprises both in the U.S and several different countries, including: Japan, Korea, Thailand, Hong Kong, Australia and England. He has invested in and managed $billions of dollars of commingled and separate accounts for institutions, foundations, public and individual investor.

ACCOMPLISHED

• CEO and co-founder of PineRidgePartners – PineRidge was one of the first middle market buy-out firms established in Japan to focus on asset backed (real estate) transactions involving public and privately held operating companies. While managing PineRidge, Mr. Marshall was intimately involved in transactions with major Japanese corporates including: Hitachi, Denon, Columbia Music Entertainment, Sammy Sega and others, all of which included real estate as a core component of the investment thesis. • Fund Investment Team Leader, Soros Real Estate Investors –team leader and Investment specialist with Soros Real Estate Investors in Japan, working with leading Japan corporates such as Seibu and Daiei • Vice President and Senior Investment Banker –Morgan Stanley (MSREF) in Los Angeles, New York, Japan and Australia during 1996 through 2000. Mr. Marshall was responsible for investments of almost $10 billion in market value in these regions, additionally he participated in the development of leading Japan real estate firms, such as Pacific Management (PMC) and helping to launch Da Vinci. • Vice President Asset Management – AEW – in Los Angeles and Vice President – Security Pacific Bank • Education – BS in Business from University of Missouri-Columbia and MBA in Finance/Accounting from UCLA

SKILLED

• (Japan Morgan Stanley/MSREF) Daikyo residential property, first major real estate investment in Japan by a foreign investor, portfolio at discount investment for +$150MM (50 buildings / 1,200 units) with aggregation strategy. • (Japan Morgan Stanley/MSREF) Nippon Landic office property portfolio investment of $1.0BN (24 buildings / 1.7 million sq. ft.), aggregation strategy partnering with Goldman Sachs Whitehorse Fund. • (U.S) The buyout and redevelopment of $2BN market value investment called Playa Vista. The deal was one of the largest developments in the western U.S. and included: Goldman Sachs, Maguire Thomas Investments and Bank of America as financial partners.

RESPECTED

• Created one of the first operating styled private equity buy out and turn around firms in Japan • Known for leadership in developing new businesses in foreign markets. Evidenced by helping to establish Morgan Stanley’s private equity real estate businesses in Asia to be one of the preeminent investment firm in the real estate in the world. Also, helping to establish Soros’s real estate buy out businesses in Japan • Preeminent speaker on U.S/Japanese Investment practices

Samuelson partners 17 Valued Partners

Todd R. Samuelson – Partner

Todd has over 12 years working experience both in the Real Estate Consultancy and Real Estate investment/Development. He began his career at Colliers International Hong Kong’s Corporate Services Division managing real estate transactions for fortune 500 companies across Asia Pacific, the Middle East and Africa. After a tenure of 9 years he has joined Samuelson and Schaffer in California and plays a lead role in evaluating acquisitions for investment and development, as well as manages the existing portfolio of assets across the USA and investment relations with a focus on Asia Pacific.

ACCOMPLISHED • Associate Director– Colliers International, Corporate Services Division, acted as a central point of contact for fortune 500 companies managing real estate transactions and portfolios for these companies across Asia Pacific, the Middle East and Africa. • While at Colliers International he managed relationships and transactions for Verizon, British Telecom, Alcoa, Hanesbrands Inc., Dow Chemical, Agoda, UBS among many others • For a 2 year period Todd was seconded to British Telecom managing its portfolio of real estate across Asia Pacific, the Middle East and Africa. The portfolio included office space, as well as technical space including Data Centers, Satellites and its extensive point of presence (PoP) sites which 90% of all global financial transactions utilized on a daily basis • At Samuelson Partners Todd manages projects across the whole real estate life cycle including, financial, insurance, project management, leasing transactions, property management, consultancy, capital and debt etc. • Education – B.A. Environmental Studies, Pitzer College part of the Claremont Colleges SKILLED • While at Colliers International Todd was the lead consultant for Alcoa’s site selection and development of its 1 million sqft business park in Zuzhou, China • Acquired over 900,000 sqft of new leases for British Telecom in both first and second tier markets in India • Managed real estate transactions in most global cities, has conducted real estate transactions across all major real estate asset classes including, retail, industrial, office, Data Centers, PoP sites etc.

RESPECTED • Founder and organizer of the sustainable building master class in Hong Kong. Organizing cross border conferences to discuss and share best practices between North America (USA & Canada) and Hong Kong, China and Taiwan • Worked with the organizing body of private corporations to evaluate global sustainable building guidelines and provide a recommendation to the Hong Kong Government

Samuelson partners 18 Valued Partners

Warren A. Lukesh

Warren has over 12 years working experience in real estate finance, acquisitions, entitlement, development and operations. He began his career at Samuelson Partners following his receipt of CPA.

ACCOMPLISHED • At Samuelson Partners Warren manages projects across the whole real estate life cycle including, financial, insurance, project management, leasing transactions, financial structures including capital and debt etc. • Entitled 65 acres in Monrovia for a mix-used master planned community around the light rail station in . • Education – B.A. Real Estate, University of the Pacific, Accounting UCLA

SKILLED • Responsible of asset management of retail, industrial and residential projects • Responsible for the lender compliance and partnership reporting • Instrumental in Samuelson Partners financial controls and accounting.

RESPECTED • A key player who is relied on by all the partnerships for diligence, financial fiduciary and entitlement experience • Leader in the community – responsible for all real estate development and operations for two non-profit

Samuelson partners 19 Valued Partners

Eric Schafer – Partner

Over the last 20 years Mr. Schafer has been active in the real estate and development business. Starting from the bottom up he has worked such positions as a; Project manager in construction, commercial real estate broker, property manager, and Developer/ investor. Mr. Schafer has been; advisor for over $150 million worth of real estate, managed the construction of a multiple apartment buildings, and the owner of commercial real estate brokerage companies.

ACCOMPLISHED

• President and Founder of BLOK Commercial- Owner- Leasing, Sales and Property Management of Commercial Real Estate. • Partner and Broker of record of S.S. Property Management – Property Management of a property portfolio of $200 million. • Director of Sales Touchstone Commercial Partners- Sales and Leasing-Representing Landlords in the Leasing and Sales of Commercial Real Estate. • Founding Partner and Broker of record of The Hawthorne Group- Leasing and Sales of Commercial Real Estate • Licensed Broker -California Department of Real Estate • Education- Bachelor of Science in Agriculture, California Polytechnic University san Luis Obispo, MBA University of San Francisco

SKILLED

• Managed Multiple construction projects from apartments to tenant improvements of office and industrial real estate. • Property Managed and advised a portfolio of $350 Million in real estate. Advised on sales and acquisitions, dispositions and strategic fiscal planning of groups • Established, structured and managed multiple real estate companies including hiring and training of new agents . • Sold and leased over a million square feet of real estate property in California and Arizona. He was the leasing representative for the over 10 years to over 20 buildings.

RESPECTED

• Served on the board of directors for Ross Valley Nursery School for 2 years. • Volunteered for the Sea Scouts • Member of Alpha Phi Omega – Service Fraternity

20 Samuelson partners 20 Valued Partners

Palin Ngaotheppitak – Partner

Palin has over 12 years working experience ranging from investment banking, governmental and low income housing. Outside of finance and real estate related activities, Palin specializes in Public Relationships campaigns. She has extensive experience working with both domestic and international governmental bodies and has worked for organizations such as the United Nations and Equal Opportunities Commission Hong Kong. She also has a Masters of Science from Oxford University in Global Governance and Diplomacy.

ACCOMPLISHED • Executive Director – Beacon Housing, Palin manages and runs the non-profit organization Beacon Housing which focuses on low income housing, and provides services to at risk communities such as the homeless and women suffering from abuse • Corporate Communications Officer – Equal Opportunities Committee Hong Kong, while at the EOC HK Palin worked closely with the Secretary of the EOC, and managed all English communications and public relationship campaigns • Served on the Equal Opportunities Commission’s internal task force for the “Discrimination Law Review”, one of its five major focus areas of work for 2013-2016, which comprehensively reviewed Hong Kong’s four existing anti-discrimination laws and made recommendations to the Government for reforms. Drafted the executive summary of the submissions to the Government, and contributed to crafting the overall communications strategy for the report’s launch, including writing the press release and content for the infographics; • Analyst – Citibank Debt Capital Markets • Education – Bachelor of Arts in History (Honours) and International Relations Brown University, Master of Science in Global Governance and Diplomacy Oxford University

SKILLED • Sat on the Equal Opportunities Commission’s internal “Equal Opportunities Committee” to promote good practices in inclusion among staff of the Commission. Was part of a working group to launch an inaugural series of human rights talks/training for staff, to widen awareness of current issues in equality and human rights; • Drove initiatives to promote cross-sector collaboration to advance diversity and inclusion values, including establishing a relationship between the Equal Opportunities Commission and key stakeholders including businesses, non-governmental organisations, academic institutions and community advocates; • Prepared key English-language corporate communications and publicity materials at the Equal Opportunities Commission (EOC), including speeches for the Chairperson, articles for external publications such as the South China Morning Post, press releases, electronic newsletters and EOC News, the EO Casebook, papers for presentation to the Legislative Council, and the EOC’s Annual Report;

Samuelson partners 21 Valued Partners

KATHLEEN J. SULLIVAN – Chief Financial Officer

Ms. Sullivan manages all of the financial process of the partnerships and properties for Samuelson Schafer. In this capacity Ms. Sullivan develops the financial planning and budgets, performs financial reporting and ensures compliance.

ACCOMPLISHED

• Vice President of Corporate Procurement for McKesson Corporation- Lead team responsible for company wide procurement of $2.5 Billion in spending. Developed team structure, roles and financial performance metrics for the newly formed Procurement Department • Senior Manager for Arthur D. Little- Consulting Leader in the development and implementation of supply chain strategy, procurement strategy, implementation of ERP systems & data management for major pharmaceutical companies, medical device companies, and financial institutions • Senior Consultant for James Martin & Company-Project Manager- developed and implementation Automobile and truck rental companies and financial services firms • Senior Consultant for Ernst & Young- Management Consulting Group-Analysis of Manufacturing and document management operations of major pharmaceutical companies

SKILLED

• Ran supplier relationships, contracts and purchasing policies for all indirect spending of a fortune 5 company. • Achieved over $100 Million in Savings • Sets Strategy and roadmaps, implementation and management of systems to support spend reporting, sourcing and requisition-to-pay processes • Managed teams of 10 to 30 employees that were located across the United States. • Developed internal control framework for a leading financial services firm in order to minimize risk throughout the operational process • Education- BBA in accounting and information Systems from University of Wisconsin, Madison School of Business – and MBA in Finance, Strategy, Organization Behavior from Northwestern University- Kellogg School of Management

RESPECTED

• President and Treasurer of Board of directors for Ross Valley Nursery School • Leader of the Women’s Resource Group for McKesson Corporation • Certified Public Accountant Certificate • Certified in Production and inventory Management by the American Production and Inventory Control Society

Samuelson partners 22 Statement of Qualifications – Part 4 (Previous Experience)

1 Portfolio: Returns

Historic Returns Samuelson Partners began in 1948. It has been active on the construction side having built over 5,000,000 square feet of all property types. It has also been directly involved in the development all property types with a cumulative value exceeding $750,000,000.

With over $500,000,000 of assets under management, Samuelson Partners has been able to achieve an average IRR growth of 15% from 1995 to 2013.

Diverse Portfolio The sustained growth of the Samuelson portfolio has been built around a diverse mix of property types which includes: Office, Retail, Apartments, Industrial and NNN investments.

Samuelson partners 2 Portfolio: Case Study

MONROVIA STATION SQUARE

The Monrovia Station Square Development is 61 acres around the Monrovia Goldline Station in the heart of San Gabriel Valley in Los Angeles County. Congested traffic and rising gasoline costs creates growing demand to locate closer to employment centers in close proximity to public transportation. There are very few locations that have the combines access to bus and rail transportation with the land availability to create a new community. The project is a private/public partnership with the City of Monrovia, which has a long history of successful relationships and projects in Monrovia. The developer is the largest property tax payer in the city with over 600,000 square feet of office in commercial uses. The project is planned to include 575,000 sf of office, 2,450 residential units and 59,000 sf retail space.

Station Square is a project that will be a community that appeals to all age demographics where people can live, work and play.

Monrovia

Samuelson partners 3 Portfolio: Case Study

MONROVIA STATION SQUARE

Site I Site II Site III

SITE I SITE II SITE III Grand Total

ASSUMPTIONS:

Acreage 15 acres 27 acres 19 acres 61 acres Office 241,000 sf 334,000 sf - 575,000 sf Residential 688 units 952 units 810 units 2450 units Retail - 59,000 sf - 59,000 sf

Timeline

The first phases of the project conceived to open near the completion and beginning operation of the light rail connection to downtown Los Angeles. The first apartment is expected to open in fall 2018. The general plan amendment was completed in about one year have extensive community involvement. The specific plan and CUP was completed in about one year, again, with extensive community involvement

Samuelson partners 4 Portfolio: Case Study

MONROVIA STATION SQUARE

Samuelson partners 5 Portfolio: Case Study

MONROVIA STATION SQUARE

Samuelson partners 6 Portfolio: Case Study

MONROVIA STATION SQUARE

Development Concept and Total Valuation

The project, did rely on the Redevelopment Agency of Monrovia to complete the acquisition of the land. The master planned anticipated the developer constructing the office/commercial properties and a portion of the apartment projects while the remaining parcels/projects would have been developed on land acquired from the master developer or on ground leases.

ANALYSIS: SITE I SITE II SITE III Grand Total

Direct Costs $111,839,001 $162,536,984 $96,212,813 $370,588,798

Garage Costs $31,304,165 $35,439,690 $14,515,200 $81,259,055

Total Direct Costs $143,143,166 $197,976,675 $110,728,013 $451,847,853

Indirect Costs $36,345,738 $50,269,514 $26,574,723 $113,189,975 Financing Cost $19,480,096 $26,941,389 $16,609,202 $63,030,688 Total Soft Costs $55,825,835 $77,210,903 $43,183,925 $176,220,663

Total Building Costs $198,969,000 $275,187,578 $153,911,937 $628,068,515

Land Costs $29,912,652 $51,522,768 $33,105,600 $114,541,020

Total Project Costs $228,881,652 $326,710,346 $187,017,537 $742,609,535

Samuelson partners 7 Portfolio: Case Study

MONROVIA STATION SQUARE

Capitalization, Public Agencies and Community Outreach

The total project value was approximately $750,000,000, with the land representing about $115,000,000. Samuelson Partners equity partner is a multi-billion family investment firm from Hong Kong.

The first project, is a 264 unit apartment project, which the firm ground leased the land to a residential builder. The project has required 50% equity and 50% loan, currently which is a construction from the Bank of the Ozarks.

The longer term capitalization will be base on interest rates and product demand but is expected to be 40 to 50% equity.

The project was a joint effort with the Monrovia Redevelopment Agency and the City of Monrovia.. The City Manager is Oliver Chi.

The approval of the master plan, general plan amendment, specific plan and CPU required special neighborhood meetings and, as is common, public planning and design meetings.

Samuelson partners 8 Portfolio: Case Study

ARIZONIA BUSINESS PARK

The Arizona Business Park, is located in Phoenix, Arizona. The 55 acres business park includes 550,000 square feet of single and two story office buildings. The tenancy included financial institutions, insurance companies, start-ups and educational.

The project was developed by a joint venture with the Estes Company and Samuelson Partners. The project was developed over the period from 1985 and 1995.

Samuelson partners 9 Portfolio: Case Study

ARIZONIA BUSINESS PARK

Samuelson partners 10 Portfolio: Case Study

ARIZONIA RANCH BUSINESS PARK

Development Concept

The concept was to develop the land with the utility and transportation infrastructure and then, construct the office/commercial in a combination of build-to-suits and spec buildings. The park is idlily situated next to the Black Canyon Freeway with easy access to the north and northwest residential neighborhoods.

Capitalization, Public Agencies and Community Outreach

The total project value was approximately $100,000,000 with the land representing about $25,000,000. The equity for the project was provided by the joint venture, which was approximately 25% of the total capitalization, with the remainder coming from local banks for construction loan and insurance companies for long term financing.

The project had the support of the Planning Department of the City of Phoenix.

The approval of the master plan, general plan amendment, specific plan and CPU had public planning and design meetings.

Samuelson partners 11 Portfolio: Case Study

SAN FRANCISCO HIGH RISE OFFICE

The principals of Samuelson Partners planned and developed four office towers in downtown San Francisco, containing approximately 950,000 square feet. The properties are “classic” San Francisco office properties catering to the professions typically found in the City – financial services, insurance, legal, accounting, consulting, communications and technology tenants.

Samuelson partners 12 Portfolio: Case Study SAN FRANCISCO HIGH RISE OFFICE

100 Spear Street, San 455 Market St, San Francisco, CA Francisco, CA 200,000 SF 375,000 SF

33 New 222 Kearny St., San Montgomery, San Francisco, CA Francisco, CA 121,000 SF 240,000 SF

Samuelson partners 13 Portfolio: Case Study

SAN FRANCISCO HIGH RISE OFFICE

Development Concept

The concept was to develop major office projects by purchasing land and redeveloping/enlarging existing properties into prime office space for the City of San Francisco.

Capitalization, Public Agencies and Community Outreach

The total project value was approximately $300,000,000 with the land and existing structure representing about $100,000,000. The equity for the project was provided by institutional joint ventures, which was approximately 25% of the total capitalization, with the remainder coming from local banks for construction loan and insurance companies for long term financing.

The project had the support of the Planning Department of the City of San Francisco.

The approval of the master plan, general plan amendment, specific plan and CPU had public planning and design meetings.

Samuelson partners 14 Portfolio: Case Study

SCRIPPS RANCH BUSINESS PARK

The Scripps Ranch Business Park, is located in the City of San Diego. The master planned business park of 266 acres includes 45 individual parcels. The park is located on a major north/south freeway in San Diego County. The award winning park is beautifully landscaped with interconnecting walking paths among the many eucalyptus trees. The location has attracted headquarters and regional headquarters of biotech, communication, electronics and finance firms, such as Inova Diagnostics, US Green Energy Technologies, Siemens Technologies, LG Electronics, WD-40 and Navy Federal Credit.

The project was developed by a joint venture with the Currie Development Company and Samuelson Partners. The project was developed over the period from 1975 to 1995.

Samuelson partners 15 Portfolio: Case Study

SCRIPPS RANCH BUSINESS PARK

Samuelson partners 16 Portfolio: Case Study

SCRIPPS RANCH BUSINESS PARK

Development Concept

The concept was to develop the land with the utility and transportation infrastructure and then, sell land and construct office/commercial buildings in a combination of build-to-suits and spec buildings. The park is idlily situated along the I-15 Freeway with easy access to the north and northwest residential neighborhoods.

Capitalization, Public Agencies and Community Outreach

The total project value was approximately $100,000,000 with the land representing about $25,000,000. The equity for the project was provided by joint venture with a Allstate Insurance, which provided approximately 25% of the total capitalization, with the remainder coming from local banks for construction loan and variety of insurance companies for long term financing.

The project had the support of the Planning Department of the City of Phoenix.

The approval of the master plan, general plan amendment, specific plan and CPU required special neighborhood meetings and, as is common, public planning and design public meetings.

Samuelson partners 17 Portfolio: Case Study

SAMUELSON PARTNERS – MARIN COUNTY

Samuelson Partners, operates as Samuelson Schafer, in Northern California and has developed over 525,000 square feet of retail, office and residential over the last thirty-five years. The focus of the company is to build high quality projects responsibly and in harmony with the community. The firm won the best “Green Project in 1998”. The firm is private and maintains long term ownership positions that assure that the high development standards are maintained into the future.

Samuelson partners 18 Portfolio: Case Study

SAMUELSON PARTNERS – MARIN COUNTY

Samuelson partners 19 Portfolio: Case Study

SAMUELSON PARTNERS – MARIN COUNTY

Development Concept

The development concept is to be responsive to the community as opportunities arise. Samuelson Partners activities have been varied. Projects have included service/retail with 101 Freeway visibility, San Rafael downtown retail, mix-use and residential (including affordable units)

Capitalization, Public Agencies and Community Outreach

The total project values is approximately $110,000,000 with the land representing about $25,000,000. The equity for the project was provided by Samuelson Partners (and one project joint venture), which provided approximately 25% of the total capitalization, with the remainder coming from local banks for construction loans and variety of insurance companies for long term financing.

The projects had the support of the Planning Department and City Council of the City of San Rafael.

The approval of specific plans and CPUs required special neighborhood meetings and, as is common, public planning and design public meetings.

Samuelson partners 20