4200 Request for Proposals Community Serving Ground Floor Tenant

April 1, 2021

All documents related to this RFP are available on and can be found at: https://sfcitypartner.sfgov.org/pages/Events-BS3/event-search.aspx

Table of Contents

Table of Contents 1 Racial Equity 2 About TNDC 2 Project Description 2 Development Team 3 Funding Guidelines 4 RFP Process 6 Post-RFP Process 6 Contact 7 Submission Process 7 Desired Respondents 8 Scoring Criteria 9 Proposal Format 10 SECTION - 1: Organizational Background 10 SECTION - 2: Vision for 4200 Geary 10 SECTION - 3: Readiness 11 SECTION - 4: Cost Proposal 12 Exhibit A - Architectural Renderings 13 Exhibit B - Background 14 Exhibit C – Form of Letter of Intent (LOI) 15 Exhibit D – Insurance Requirements 20 Exhibit E – Statement of Compliance 21 Exhibit F - Cost of Operations 22 Exhibit G – Sample Sources & Uses Budget 24 Exhibit H – SFMOHCD Warm Shell Build Out 25 Exhibit I – Community Survey Input/Results 28

1 Racial Equity At Tenderloin Neighborhood Development Corporation (TNDC), we believe that we are most effective when we approach our work through a lens of racial and economic justice. We believe that the problems we are working to address are deeply rooted in the country’s long and troubled history of discrimination and oppression. If we ignore the historical context or the present-day inequities, we could limit or impact, or worse, perpetuate marginalization and harm.

We strive to operationalize equity in our organization. To effectively work in service to and in partnership with people, we must be both self-reflective and committed to learning about the historic, social, and systemic influences affecting individual and community outcomes.

We aim to partner with organizations who share our values and demonstrate their commitment to racial equity and inclusion. Funding and working with nonprofit organizations led by and/or serving communities of color is essential to ensuring our resources go to the populations most impacted by this nation’s and this region’s history of racism.

About TNDC TNDC is a nonprofit that helps people focus on living a meaningful life by building deeply affordable homes and supportive communities in . We currently provide homes to over 5,800 people with low incomes through 43 buildings across seven neighborhoods. Our staff works alongside people, families, and communities that have faced severe economic and racial inequity in the hopes of improving health disparities, raising marginalized voices, and building a better future for all.

Our values of Collaboration and Inclusion guide us to lead with community-defined goals and needs, and form meaningful partnerships and relationships to make lasting change in San Francisco and beyond. Our values of Equity, Excellence, and Integrity guide us to constantly push ourselves, reevaluate our strategies and perspective, and uphold our commitment to becoming an anti-racist organization.

Project Description TNDC is developing 4200 Geary, a 98 unit 7-story apartment building located at the corner of 6th Avenue and Geary Boulevard in the Richmond District of San Francisco. The project’s zoning allows for the intended use, including ground floor retail along Geary Boulevard.

This property will serve low income seniors, with 20 units dedicated to formerly homeless seniors, 30 units dedicated to extremely low-income seniors, and 48 units dedicated to low income seniors earning no more than 60% of Area Median Income (AMI).

In developing the program, our overall goal was to include as many units as feasible while providing high quality, multi-functional open spaces for tenants. Our goal is to provide an affordable commercial space

2 dedicated to a community serving use. The proposed seven-story building is L-shaped with a network of interior and exterior shared spaces designed for livability and community building. An entry off of 6th Avenue will offer private access to the housing lobby for building residents and a separate entrance to the retail space will be situated along Geary Boulevard, helping to continue the flow of the Geary commercial corridor.

To ensure a strong management presence, management and services offices are located near the entry to the lobby. Management staff offices overlook 6th Avenue while the resident services offices and maintenance offices are located closer to Geary Blvd to offer more privacy. A larger residential courtyard faces the ground floor courtyard and lobby. Ease of access to on-site management and services are essential to maximizing tenant engagement in the building and community.

The ground floor includes a single commercial space, at approximately 1,150 gross square feet, along Geary Boulevard. This space is dedicated to a community serving use. It is our intention that the future tenant of this commercial space be able to serve both the tenants of 4200 Geary and the greater community.

More information on the context for the physical site and community demographics are included in Exhibit A and Exhibit B.

Development Team

Architect Y.A. Studio

General Contractors Nibbi Brothers General Contractors

Owner/Developer Tenderloin Neighborhood Development Corporation

Residential Service Provider Tenderloin Neighborhood Development Corporation

Property Management Tenderloin Neighborhood Development Corporation

3 Funding Guidelines Upon selection, the process by which the selected tenant will ultimately operate a business in the Project will proceed as follows:

1. Architect Coordination 2. Letter of Intent (LOI) (Sample included in Exhibit C) 3. Lease 4. Licensing/Compliance and Build Out 5. Occupancy

Architect Coordination Following selection, TNDC will require a meeting among representatives of TNDC, the selected tenant, and Y.A. Studio. This project will provide the selected tenant with architectural services from Y.A. Studio through Conceptual Design. Additional architectural services are the responsibility of the selected tenant to procure and finance, whether with Y.A. Studio or a 3rd party architecture firm.

The size of the commercial space at 4200 Geary is approximately 1,150 gross square feet. The architecture team at Y.A. Studio provided a programmatic layout for the space, included in Exhibit A of this document. This programmatic layout shows potential layouts, including a programming option that divides the space into two smaller commercial units. The TNDC team strongly suggests that the selected tenant work with Y.A. Studio as the architect for their space, as the crossover between the commercial space needs and the residential space needs can be more closely collaborated to avoid any issues. Learn more about Y.A. Studio here: http://www.ya-studio.com/

It will be important for all parties – TNDC, the selected tenant, Y.A. Studio, and the selected tenant’s architect for the space – to coordinate on certain details of the buildout, such as the location and number of restrooms, kitchen needs and so forth.

The retail space will be provided in a ‘warm shell’ condition, as defined by the San Francisco Mayor’s Office of Housing and Community Development. This definition includes partition walls, doors, and one bathroom. Please see Exhibit H for more detailed information.

TNDC’s development team estimates that the buildout costs (from a ‘warm shell’ to ‘hot shell’), which is the full responsibility of the tenant, will range between roughly $287,500 - $322,000, based on estimated construction costs of between $250/SF to $280/SF. TNDC and the general contractor on this project, Nibbi Brothers General Contractors, will be able to assist in pricing out the completed conceptual design that the selected tenant works on with Y.A. Studio.

4 Letter of Intent A Letter of Intent (“LOI”) will be given to the selected tenant upon selection. The form of the LOI is included as Exhibit C.

Lease Prior to build out, the Owner and the selected tenant shall enter into a lease agreement (the “Lease”).

The LOI found in Exhibit C has been pre-populated with some of the Lease terms proposed by the Owner.

The intention of the Owner in negotiating both the LOI and the Lease will be that the selected tenant pay for: 1. Its own operating costs, including but not limited to: insurance, utilities, maintenance, property taxes, life safety systems, common area grounds keeping (i.e. power washing), and pest control. 2. Its share of building-wide lender and city requirements, including property and liability insurance; and 3. A commercial management fee. The income from the commercial tenant will not be used to support the residential programming, or vice versa.

For non-profit organizations, when submitting your Operating Budget on this application please use a base rent of $2.00/GSF. In addition to the base rent, the selected tenant will also be responsible for paying Common Area Management (CAM) fees. CAM fees for space are estimated at $0.53/sq. ft., totaling $2,875/month and $34,500 annually. These numbers are TNDC’s estimate and are subject to change. Please see Exhibit F – Cost of Operations for a projected breakout of the costs associated with CAM fees.

For all other organizations, when submitting your Operating Budget on this application please use a base rent of $3.00/GSF. In addition to the base rent, the selected tenant will also be responsible for paying Common Area Management (CAM) fees. CAM fees for space are estimated at $0.53/sq. ft., totaling $4,025/month and $48,300 annually. These numbers are TNDC’s estimate and are subject to change. Please see Exhibit F – Cost of Operations for a projected breakout of the costs associated with CAM fees.

The final Lease will also describe the maintenance and janitorial obligations of the Owner and the selected tenant.

5 RFP Process Timeline: RFP Issued April 1, 2021

Pre-submission Workshop April 14, 2021 from 10:30AM – 11:30AM (Zoom Q&A)

Deadline to submit questions to April 21, 2021, 5:00PM project team:

Answers Published: April 28, 2021

Responses Due

Digital submissions preferred Applications must be received by email no later than Tuesday, May 18th, 2021 by 6:00 p.m.

Paper submissions are not required If any applicant prefers to submit a paper submission instead of a digital submission, please submit to 49 Powell Street (Buzz #3) no later than Tuesday, May 18, 2021 by 3:00 p.m.

Please see Submission Process for more details.

Interviews (if needed) May 26 – June 2, 2021

Responses Selected Week of June 7, 2021

Post-RFP Process

Selected Tenant Engages with YA No later than June 16th Studio for Conceptual Work

Architect Coordination Meeting To be coordinated with selected tenant

Commercial: 100% Schematic To be coordinated with selected tenant Design Set Due

Commercial: 100% Construction To be coordinated with selected tenant Documents Due

6 4200 Geary Project Construction November 2022 Commencement*

Space Available for Commercial May 2024 Tenant Improvements*

4200 Geary Project Construction June 2024 Completion* *Dates subject to change.

Contact Submission Process Please direct questions or clarifications If the potential applicant meets the eligibility criteria, the concerning this RFP to: applicant is welcome to submit a proposal.

Please complete submittals, including all attachments, and Nicole Guzman, Assistant Project Manager, email a digital copy of your complete proposal packet to the [email protected] email addresses listed in the contact section by 6:00PM, May 18, 2021. Colleen Ma, Project Manager,  Please ensure that your submittal includes the 4 [email protected] sections outlined in the Proposal Format and the related criteria.  Include a signed version of Exhibit E. Please use the subject line:  If your email file size is greater than 7MB, applicants 4200 Geary Community Serving Retail must include a link to a file hosting service, such as Dropbox, that will provide access to the files.  All received applications in by 6:00 p.m., May 17 will receive an email confirmation within 24 hours.

If an applicant chooses to submit a paper copy in place of a digital copy, please submit one complete copy of your application, single-sided on standard (8.5” x 11”) sized paper. Paper applications must be received no later than May 18, 2021 by 3:00PM at 49 Powell Street, #3, SF, CA 94102.

Each proposal packet must consist of responses covering the Proposal Format, described in detail in the RFP.

7 Desired Respondents Desired respondents should demonstrate many of the following attributes:

1. An established track record of serving historically underserved community(ies) in the City and County of San Francisco for at least the past three years, and can provide evidence that its mission and/or programs clearly relate to the previous statement; 2. A commitment to maintaining and enhancing the Richmond District as a strong and supportive community for diverse families, businesses and cultural institutions; and 3. Evidence of organizational readiness, including but not limited to: a. Established organization, as elaborated within the scoring criteria. b. Can demonstrate financial viability, as elaborated within the scoring criteria.

Responses to this RFP may be sponsored by one of the following:

1. A formed “collective” which applies and collectively bears financial responsibility for the entire space, with a clear proposal to program the space individually or as a whole (2 tenants); or 2. A single entity that desires use of the entire space and has the financial and organizational capacity to fully program the space individually or as a whole. (1 tenant)

8 Scoring Criteria

Category Points

Organizational Background 20 1. Statement of Philosophy and Mission Statement (5) 2. Organizational Racial Equity and Inclusion Practices (10) 3. Existing Services, Target Population, and Track Record (5)

Vision for 4200 Geary 45 1. Proposed Program (25) 2. Community Involvement (10) 3. Community Support (5) 4. Management Plan (5)

Readiness 15 1. Legal standing (5) 2. Organizational capacity (2) 3. Marketing, public relations, fundraising (8)

Cost Proposal: 20 1. Operational Effectiveness (5) 2. Financial Accountability & Stability (3) 3. Budgeting (6) 4. Technical Assistance & Financing (6)

Total Points Possible 100

9 Proposal Format

SECTION - 1: Organizational Background (3.5 page limit, single spaced) A. Statement of Philosophy; Provide a statement about your organization that shares background information, program philosophy, and mission. B. Organizational Racial Equity and Inclusion Practices; please tell us about a time when your organization demonstrated a commitment to racial equity with your staff. C. Existing Services; if applicable, please state the types of services you currently provide to the community. Provide information on your organization’s target population. Clients served should include primary and secondary clients and related partnerships. D. Track Record; describe your organization’s record in providing services that address the cultural and linguistic needs of diverse populations.

SECTION - 2: Vision for 4200 Geary A. Proposed Program; a. Provide a narrative for your proposed programming/operations, including but not limited to: type of services, target population, and how will you retain your clientele. (2 page limit, single spaced) b. Describe the proposed tenant improvement build out intended for this space. (1 page limit, single spaced) Optional: Use the rendering provided in Exhibit A to do a rough sketch of how you would use the space. Your design will not be part of the scoring as much as it will be observed to understand your vision for the space. c. Detail your organization’s qualifications to program this space, including relevant experience of staff (5 page limit including resumes, single spaced) i. Provide resumes for key personnel. If the full team has yet to be identified, please include job descriptions, requirements, and any recruitment strategies to reach local community members and BIPOC candidates. B. Community Involvement; Describe your organization’s plans to generate community support and involvement in your program. (1.5 page limit, single spaced) a. How will your organization receive and integrate feedback from community members to influence programming? Include past projects with community involvement, as applicable. b. How does your proposed program respond to or meet the desires of the community? Please see Exhibit I – Community Survey Input/Results. B. Community Support; Provide letters of support (minimum of 2, maximum 5, no page limit) for your vision and current programming. These letters can be from community organizations, merchants, or community or political leaders. You can elect to use letters from neighbors or local community members as well.

10 c. Please ensure that these letters include the writer’s relationship to you as well as how long this relationship has been established, as well as their connection to the neighborhood/district. C. Management Plan; Provide a detailed narrative describing your organization’s management plan for this proposed program or operation. (1 page limit, single spaced) a. Detail a weekly schedule of operations (including hours and days) and the required staffing pattern. b. Describe what processes and systems are or will be in place to monitor and manage supervision of both staff, accounting, and the physical space.

SECTION - 3: Readiness A. General; Submit an application authorization form or letter signed by the applicant’s Director, Executive Director, or CEO, whichever is applicable. (1 page limit, single spaced) B. Legal standing; Provide organizational documents confirming organization status and standing. (No page limit) a. Entity Documents: i. Formation documents, such as: Certificate of formation OR Articles of Incorporation OR Certification of Organization OR Articles of Formation 1. Include bylaws or other formation documents as applicable. ii. Certificate(s) of Good Standing iii. Employee Identification Number (EIN)/Formation Date 1. SS-4 (Application for Employer Identification Number) iv. Entity Status from IRS: Example: 501(c)(3) organization C. Organizational Capacity; (5 page limit including resumes, single spaced) a. Provide a staffing and board composition chart, if applicable b. Provide key staff resumes c. Describe any processes/measures for controlling cost and schedule, tracking delivery/performance, and maximizing quality (quality assurance and quality control) as it relates to existing programming/operations. D. Marketing, Public Relations, and Fundraising; Describe any experience your organization has had with capital financing, design, permitting, construction build-out (including project management of the project) and working with San Francisco permitting and approval agencies. (No page limit) a. If you plan to work with a 3rd party for any related services, please include their qualifications through a resume/CV and short description. b. Provide your plan and a timeline to complete the capital financing, design, permitting, and construction build out, assuming you are selected as the commercial tenant. i. Applicants are not required to have secured all of their capital financing by the RFP response deadline. Applicants need to demonstrate their

11 ability to anticipate capital funding needs, as well as their fundraising abilities and fundraising plan. ii. Further financing milestones to fund the build out of the Tenant Improvements will be determined with the selected tenant.

SECTION - 4: Cost Proposal A. Operational Effectiveness; please describe your organization’s budget planning and account services. (1 page limit, single spaced) B. Financial Accountability & Stability; Provide two years of audited financial statements and two years of tax returns, as well as an operating budget for the organization. Please include a list of funders and contributions in the last three years, as well as proof of commitment. If you are unable to provide these documents, please provide a narrative explaining why. (No page limit) C. Budgeting; (No page limit) Provide your proposed financing plan, including: i. A capital campaign ii. Anticipated income iii. Detailed operating budgets, identifying administrative costs, insurance, marketing, and any other expenses. See Exhibit F - Cost of Operations. a. Provide a simple development budget in Sources and Uses format detailing the tenant improvement build out described elsewhere in this RFP. See Exhibit G for an example template if needed. You are not required to use this template. b. The budget should include your full costs, including anticipated needs for fundraising or other funding sources. B. Technical Assistance & Financing; provide a list of technical assistance and financing you will acquire for this build out (if any). There are a number of nonprofit and public groups and organizations dedicated to nonprofit and small business assistance in this realm. (1 page limit, single spaced)

12 Exhibit A - Architectural Renderings

Please visit this link to download the architectural renderings and sample layouts. These layouts are not final but are suggestions to applicants as to how the space can be utilized. https://www.dropbox.com/sh/8o1mzz4m5adwj1o/AABrCyCgINbkKTXjhk_RAVx0a?dl=0

13 Exhibit B - Background Site History The project site has been operated by the Cathay Corporation since 1971, a mortuary business, under the business name Cathay Mortuary Wah Sang Inc. This site was one of a number of Bay Area sites owned by Cathay Mortuary, and had been continually expanded and improved over the many years of its existence. In the early 1900s, the site served as Richmond Lumber Company, and in 1918 was redeveloped into a pair of apartments and an “undertaking establishment.” Since then, there has been a wide range of mortuary services offered at this site, included casket displays and sales, in addition to the upstairs apartments. Since the late 1930s, the project site grown, nearly tripling in size (now 3 city lots, rather than the original 1) and expanded into a full service mortuary space, with the addition of chapels, business offices, foyer, kitchens, and service rooms. In recent decades, traditional funerals have been on the wane, and as the industry has declined, Cathay Mortuary began to close and sell off several sites, including this project site in 2020. This is the first 100% permanent affordable housing development in the Richmond District in several years.

Demographics Based on data from the American Community Survey 2012-2016 socio-economic profiles, as compiled by the SF Planning Department in September 2018, the demographics for District 1 are as follows:  Total population is 79,970. This population represents 32,240 households, fifty-one percent (51%) of which are made up of families.  The average household size is 2.4 people, with an average family household size of 3.1.  Twenty-three percent (23%) of District 1 residents are comprised of those ages 60 years and over, with the median age for the District around 39.1 years.  Asian Americans make up forty percent (40%) of the population, with Caucasians making up forty-nine percent (49%), Latinx at eight percent (8%), Black/African American at two percent (2%), and Other at eight percent (8%).  This is an ethnically and socioeconomically diverse neighborhood, with varied educational attainment and linguistic needs. o Of residents 25 years of age and older, twenty-two percent (22%) have a high school education or less, twenty-one percent (21%) have some college or an associate degree, thirty-four percent (34%) have a college degree, and twenty-three percent (23%) have a graduate or professional degree. o Thirty-four percent (34%) of the population is foreign born. o Thirteen percent (13%) of all households are noted as linguistically isolated. This is a term used by the US Census Bureau for limited English speaking households. . These households are made up of Spanish (13%), Asian language (34%), other European Language (26%) and Other languages (26%). o Based on 2019 Census Data, 68% of those living in District 1 are renters, while 32% are homeowners.

Find more here: https://default.sfplanning.org/publications_reports/SF_NGBD_SocioEconomic_Profiles/2012- 2016_ACS_Profile_SupeDistricts_Final.pdf and https://censusreporter.org/profiles/79500US0607501-san- francisco-county-north-west-richmond-district-puma-ca/

14 Exhibit C – Form of Letter of Intent (LOI) Note: Owner’s proposed Lease terms included therein; additional exhibits to follow.

4200 Geary Associates, L.P. 201 Eddy Street San Francisco, 94102

[Date]

[Selected Tenant, Name and Address]

RE: Letter of Intent 4200 Geary Commercial RFP 4200 Geary Blvd, San Francisco, California 94118

The Tenderloin Neighborhood Development Corporation (“TNDC”), as sponsor of 4200 Geary Associates, L.P. (“Owner”) is pleased to present this Letter of Intent (“LOI”) for lease of the proposed commercial space (the “Premises”) located at 4200 Geary Blvd (the “Project”).

The Project will be a single, 98 unit 7-story mixed-use 100% affordable apartment building located at the corner of Geary Blvd and 6th Ave in San Francisco. The Project’s zoning allows for the intended uses, including a commercial space. The homes at 4200 Geary will be set aside for low income seniors, including:

1) Formerly homeless seniors. 20%, or 20 units, will be dedicated to serving formerly homeless seniors, who will be referred to the Project through the Adult Coordinated Entry System by the Department of Homelessness and Supportive Housing. Seniors are 62 years and older. 2) Extremely low income seniors. 30%, or 30 units, will be dedicated to extremely low income seniors who earn no more than 30% of the area median income. This targeting addresses seniors dependent on limited income, such as social security.

[Selected Tenant] (or “Tenant”) meets the intent of the commercial space at the Project.

On behalf of 4200 Geary Associates, L.P., we are pleased to extend the following business terms for consideration in lease discussions for the referenced location:

15

TENANT: [Selected Tenant]

PREMISES: Approximately 1,150 sq. ft. of ground floor leasable retail space located at the Project.

USE: TBD. Tenant shall undertake its own due diligence to establish its ability to use the Premises for the intended purposes, and shall be required to obtain any required permits or approvals.

DUE DILIGENCE: Landlord shall provide Tenant reasonable access to the Premises to allow Tenant to gather information prior to entering into a Lease.

INITIAL OCCUPANCY TERM: Five years

OPTIONS: Two Five-Year Options

RENT COMMENCEMENT: Rent will commence upon completion of the Project (as such term is defined in the RFP) which is anticipated to be March 2024. Notwithstanding, Tenant acknowledges that delivery of Premises by landlord is dependent upon finalization of a complex financing structure for the overall Project that may result in delivery of premises later than Tenant’s ideal move-in date.

BASE RENT: In exchange for providing specific community services, Base Rent shall be established at $____/SF. At such time as options and future extensions may be considered, Base Rent will be the amount reasonably determined for Landlord to responsibly maintain the proposed Premises over the life of the building.

TENANT EXPENSES INCLUDING UTILITIES: In addition to the nominal Base Rent paid by Tenant, Tenant shall pay its pro-rata share of all operating and capital costs of the Project, including: 1) An annual amount to fund Replacement Reserves for the Project.

16 2) Utility Costs, which either will be separately metered or separately sub-metered (decision to meter or sub-meter made exclusively by Owner). 3) A commercial management fee in an amount not less than $3,600.00 per year. 4) Tenant is responsible for payment of all Real Estate Taxes or other assessments attributable to the Premises by any government agency. If Tenant qualifies for a Welfare Tax Exemption, and files the necessary paperwork to obtain the exemption each year, Landlord will support the Tenant’s application by filing its own required documentation.

MAINTENANCE: Tenant will be responsible for its own interior maintenance, janitorial and municipal trash collection.

TENANT IMPROVEMENTS: The Owner will build out the commercial space at its own expense to the level specified as a “Warm Shell” by the City and County of San Francisco Mayor’s Office of Housing and Community Development’s Underwriting Guidelines (the “Guidelines”). Any improvements required or desired by Tenant shall be constructed at Tenant’s sole expense, after obtaining Landlord’s written approval of proposed improvements.

SECURITY DEPOSIT: $______due at Rent Commencement.

INSURANCE: Tenant will procure insurance as listed in Exhibit D to the RFP and provide Certificates of Insurance to Owner as requested.

PROPERTY TAXES: Tenant will be responsible for Tenant's share of property taxes, if applicable. Notwithstanding, Landlord and Tenant acknowledge that Tenant may qualify for a Welfare Tax Exemption, and that it is in the Parties mutual interest to cooperate in a timely manner that allows Tenant to secure such exemption.

BROKER: Tenant hereby represents that it is not being represented by a Broker and there shall be no commissions owed to any outside party unless contracted directly with Landlord, if Tenant enters into a Lease for the Premises.

17 NON-BINDING: The purpose of this letter is not to bind the two parties legally, but is intended to document discussions for preparations of a Lease Agreement. The terms of this LOI are subject to the financial feasibility of the proposed development and financial underwriting of the Tenant, and satisfactory achievement of milestones as specified within the RFP.

AUTHORITY: Each of the parties represents that it has the right, power and authority to enter into this LOI and the authority to negotiate and enter into a written Lease.

TERMINATION: Each of the parties recognizes that time is of the essence in communications and decision making. Notwithstanding the non- binding nature of this LOI, each party has the right, power and authority to terminate with 60 days’ notice or the following:

1. Both parties cannot come to agreement on material terms of the Lease Agreement.

2. Execution of Lease Agreement

Both Landlord and Tenant agree that any sums expended by either party, including but not limited to legal fees, architectural fees, and/or inspection fees, prior to lease execution shall not be recoverable by either party should negotiations fail for any reason and a Lease is not consummated.

18 4200 Geary Associates, L.P., a California limited partnership

By: 4200 Geary LLC, a California limited liability company, its general partner

By: Tenderloin Neighborhood Development Corporation, a California nonprofit public benefit corporation, its manager

By: Donald S. Falk Chief Executive Officer

Agreed and Accepted:

By: ______

Its: ______

Date: ______

19 Exhibit D – Insurance Requirements Insurance Requirements are not final, subject to change, and generally consist of two categories of requirements:

1) Project-Wide Insurance a. The tenant will be responsible for its share of the overall annual cost for property and liability insurance for the entire Project. b. This amount is estimated in Exhibit F – Cost of Operations. 2) Tenant Insurance a. The tenant will be responsible for maintaining certain coverages at its sole expense including but not limited to: i. Commercial General Liability ii. Property Insurance (to cover Tenant Improvements) iii. Plate Glass Insurance iv. Workers Compensation Insurance b. Deductibles and occurrence amounts to be determined and subject to Owner and City approval.

20 Exhibit E – Statement of Compliance

STATEMENT OF COMPLIANCE

1) The necessary approvals and licenses from the City and County of San Francisco and/or the State of California to operate the program or business as well as to build out the Tenant Improvements. 2) If the Selected Tenant makes use of State and/or Federal funding for Tenant Improvement build out, the following requirements will apply: a. The City and County of San Francisco Contract Monitoring Division (“CMD”) will set the Local Business Enterprise (“LBE”) and/or Small Business Enterprise (“SBE”) participation goal. b. All bid solicitation activities are to be conducted in such a manner as to provide, to the maximum extent practical, open and free competition, and cost efficiencies. c. The San Francisco LBE Directory of Certified firms can be searched by name or trade / specialty, and is found at http://sfgov.org/cmd/search-our-online-directory-certified- firms. d. Conduct direct outreach to these Contractors and Subcontractors. e. Maintain records of all outreach efforts made (emails, calls, etc.). Documentation of this outreach establishes Good Faith Effort.

By signing below, the Applicant agrees to obtain approval and/or comply with the above requirements.

Agreed and Accepted:

By: ______

Its: ______

Date: ______

21 Exhibit F - Cost of Operations Category Expense Annual Amount ($) Notes Paid to Base Rent Nonprofit base rent assumption of $2.00/SF Owner $27,600 (nonprofit tenants) All other tenants base rent assumption of $3.00/SF

$41,400 CAM charges for both tenants, of $0.53/SF, is calculated (all other tenants) from the broken out expenses below (commercial management fee and share of Project’s overall obligations, listed below). This is subject to change.

Paid to Commercial  Estimated; Subject to Change. Owner Management Fee $3,600.00  Covers Owner’s expenses for management of commercial space.

Tenant’s Replacement  Estimated, subject to change. share of Reserve $693.00  Represents the Premises' portion of the overall Project’s Project's obligation to fund the Lender-required Overall Replacement Reserve. Obligations  Pro-rata portion is determined by dividing the square footage of the Premises by the square footage of the overall Project.  Square footage of Premises and Project are subject to change.  Lender’s determination of Replacement Reserve requirement is subject to change, and is currently estimated by the Owner to be $49,000 per year.  Owner will collect the pro-rata portion from the selected tenant and forward payment to the Lender.

Tenant’s Project  Subject to change; this is based on 2020 share of Operations $654.00 estimates. Project’s  Represents the Premises’ portion of the overall Overall Project’s obligation for shared life safety systems, Obligations common area grounds keeping (power washing), and pest control for the overall project.

Tenant’s Project-wide  Subject to change; this is based on 2020 share of Insurance $2,450.00 insurance estimates. Project’s  Represents the Premises' portion of the overall Overall Project's obligation for Property-wide liability and Obligations property damage insurance.  Pro-rata portion is determined by dividing the square footage of the Premises by the square footage of the overall Project.

22  Square footage of Premises and Project are subject to change.  Owner will collect the pro-rata portion from the selected tenant and forward payment to the insurance company.

Annual Subtotal: $35,250 (nonprofit tenants)

$49,050 (all other tenants)

Tenant’s Electricity, Water,  The selected tenant will be responsible for use of and Sewer TBD; depends upon payment for its use of electricity, water and Premises use sewer.  There will be no gas on site (100% electric building).  Electricity will be separately metered, and it is undetermined whether water/sewer will be separately metered or sub-metered; either way, the tenant’s expense will depend upon its use. There is no “owner mark up” on this use.

Tenant’s Insurance  The tenant will be solely responsible for the cost use of Coverage TBD; depends upon to satisfy Owner’s requirements for tenant Premises Tenant’s policy coverage.  This is separate from and in addition to the overall Project’s insurance.

Tenant’s Staffing/personnel  To be informed and detailed by the tenant. annual expenses, $______ Nonprofit tenants will be responsible for securing expenses administrative a welfare tax exemption for their space. and overhead  All tenants, nonprofit or otherwise, will be expenses, responsible for property taxes and assessments equipment on their space. rentals, property taxes as applicable, and etcetera

23 Exhibit G – Sample Sources & Uses Budget

Please visit this link to download a Sample Sources & Uses Budget for Capital Financing (construction build out). This is a suggestion to applicants, but other similar Sources & Uses budgets will be accepted. https://www.dropbox.com/sh/8o1mzz4m5adwj1o/AABrCyCgINbkKTXjhk_RAVx0a?dl=0

24 Exhibit H – SFMOHCD Warm Shell Build Out The project will be built out and delivered to the tenant at a “warm shell” as defined by the San Francisco Mayor’s Office of Housing and Community Development (SFMOHCD). This will include one bathroom, a finished concrete floor, partition walls, and some fixtures, as applicable. Please see this excerpt below, with specific definitions.

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27 Exhibit I – Community Survey Input/Results

To help inform how we design and program the commercial space, we published our Community Survey for the Ground Floor Commercial Space from February 1st through February 28th, 2021.

We received a total of 41 survey responses: • 32 responses in English • 8 responses in Chinese • 1 response in Russian

Our survey results identified a range of different uses preferred by the community. The top 3 rankings in order of most votes are as follows: 1. A community gathering space (27 votes) 2. A space that provides senior services (24 votes) 3. An educational space or community resource center (both tied at 22 votes) Overall, the data we collected reached local residents (80% of respondents currently live in the Richmond District) and revealed there is a common interest for a community serving use within the commercial space at 4200 Geary.

While not all-encompassing or conclusive, we believe that these results should help guide applicants in their proposed programming of this commercial space.

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Survey Results

A) Demographics

Our survey results revealed that 75% of respondents are renters, and approximately 25% of respondents are homeowners.

The majority of respondents who are renters are currently living in the Inner Richmond or Outer Richmond District.

A quarter of the homeowner respondents in this survey live in District 1, North Beach, and the Sunset District.

These survey findings align with existing demographics for the Richmond District; in District 1, a third of the population are homeowners while renters make up the majority of the population. (Source: https://censusreporter.org/profiles/79500US0607501-san-francisco-county-north-west-richmond-district-puma-ca/).

B) What is missing from the Geary Corridor?

There were six major themes that emerged around the type of desired uses that would best serve the Geary Boulevard retail corridor.

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The first theme revolved around “Food/Entertainment/Retail”. Some specific responses include: a potential gathering spot that could provide low cost dining options, such as a mom and pop coffee house, or restaurant/café. A space that could provide entertainment, whether it be a record store, game area or movie theater, and a space for performing arts, dance, live music of various genres, and other forms of media and art.

The second theme was “Other Social Services”, and suggestions ranged from programming supporting the LGBTQ+ community, unhoused population, seniors, and youth.

The third theme involves “Streetscape and Transportation Improvements”, and there was an interest in seeing additional trees, street furniture and benches, and a public space with more greenery and a space to gather, and the major transportation improvement that will affect the Geary Boulevard is Geary Bus Rapid Transit (BRT).

The last three remaining themes included responses advocating for more affordable housing, health and wellness-oriented spaces, and a gathering space.

30 Based on the list of uses that respondents believe are missing along the Geary Boulevard above, there were some similarities in the responses around the type of uses the community would be interested in seeing specifically at 4200 Geary.

The majority of responses indicated that a Community Gathering Space at the ground floor of 4200 Geary is both desired and supported. The use that ranked second was a commercial space that would provide senior services, such as a space programmed to provide senior meals or a coffee shop for seniors to gather. There is also an interest in seeing an educational space and a community resource center, such as a tech training center. The remaining responses highlighted an opportunity for the ground floor commercial space of 4200 Geary to become a new location providing a range of other uses such as a low cost, rentable community space, a community art space, and youth services. For the respondents that provided an “Other” response these varied from: a convenient store for seniors to shop at, a café, community kitchen, vegetable garden, navigation center for the unhoused population, and a fitness center.

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