Completing Octavia Boulevard

T S R

DEVELOPER PROPOSAL: CENTRAL FREEWAY PARCEL T

CITY AND COUNTY OF SAN FRANSICO

APRIL 4, 2014 1. INTRODUCTION AND EXECUTIVE SUMMARY April 4, 2014

Ms. Robin Havens City & County of San Francisco Office of Economic and Workforce Development City Hall, 1 Dr. Carlton B. Goodlett Place, Suite 448 San Francisco, California 94102

Re: Developer Proposal – Central Freeway Parcel T

Dear Ms. Havens and the City & County of San Francisco:

Troon Pacific, Inc. is pleased to provide the enclosed offer for the purchase of the Central Freeway Parcel T, on Octavia Street in response to your Request for Proposals. This is an integrated proposal for the fee simple purchase of all three sites R, S and T, providing us the opportunity to develop a cohesive plan for these sites to work together to achieve greater community benefits, planning and design goals. Our Purchase Price has two alternates – based on a For Rent and For Sale combinations:

Preferred Development Plan (as outlined in this proposal) Alternative Development Plan Parcel R, Rental Units - $1 Million Parcel R, For Sale Units - $1.25 Million Parcel S, For Sale Townhomes - $1.25 Million Parcel S, For Sale Townhomes - $1.25 Million Parcel T, Rental Units - $2.5 Million Parcel T, For Sale Units - $3.5 Million Total Purchase Price: $4.75 Million Total Purchase Price: $6.0 Million

The opportunity to make a significant contribution to the fabric of a San Francisco neighborhood through development, architecture, and design is exciting particularly when that opportunity will create much needed inclusionary housing in a neighborhood as vital and unique as Market and Octavia. To succeed, a development team must emphasize a collaborative approach that places equality among key stakeholders, including tenants, owners, neighbors and locally owned retailers; demonstrate experience in solving housing challenges through innovation and creativity; and possess the financial strength to see the project through to its completion with efficiency.

On behalf of the entire proposal team, I believe Troon Pacific is the right developer for these parcels. As the Chief Executive Officer I am the individual authorized to obligate the firm in the performance of the commitment described in Sections VI and VII of the RFP and have fully read and agree to the terms and conditions set forth therein.

In our proposal we plan to uphold the City’s vision and values as they relate to the urban planning of the Market and Octavia neighborhood. For this reason we intend to prioritize affordable housing; recognize and preserve neighborhood character; and integrate planning of housing, jobs, transportation and infra- structure. Furthermore, our plan for these three sites is to creatively combine a mix of mostly rental units with for-sale housing types which provides residential opportunities for individuals and families of diverse

One Post Street, Suite 2210, San Francisco CA 94104 • 415.504.8100 • troonpacific.com Ms. Robin Havens April 4, 2014 Page 2

income levels. The range and affordability of housing types will contribute to the health and vitality of the Market Octavia/Hayes Valley Neighborhood. In addition, the plan emphasizes the use of the ground floor for retail or other street activating uses that will reinforce Octavia Boulevard as a pedestrian oriented street. The rooftops and select building exteriors will be landscaped and planned for productive urban agricultural use, acknowledging the importance of landscape to the Hayes Valley community.

Introduction to Troon Pacific: A San Francisco Developer Focused On Sustainability

Troon Pacific, Inc. is a local San Francisco business, which was founded in 2000. Through various affili- ates, our company and its principals own, develop, build and manage a diverse array of real estate projects throughout the Western United States and internationally. Our real estate experience encompasses a wide mix of uses and scales, from multi-family development, master planned communities and single family residential to retail shopping centers, office buildings and technology parks. To date, our large portfolio of combined development and investment entities exceeds $650 million in value. We are a company that has developed a reputation for excellence, has over a decade of experience working in the City, and has the financial strength to follow through on our commitments.

Beyond our diverse capabilities and financial strength, we pride ourselves in our record of success in creating places that achieve the highest standards of quality, livability and sustainability. Our mission is to incorporate green building practices as well as health and wellness into each project. When it comes to merging healthy living into residences, Troon Pacific, Inc. is a leader and one of the only residential developers that focuses its projects towards this goal. Moreover, our most recent projects have earned the highest available distinctions and ratings for energy efficiency from organizations, including:

• The U.S. Green Building Council’s Leadership in Energy and Environment Design (LEED) certifica- tion program (LEED Platinum) • Energy Star, a government-backed program identifying energy saving buildings • Bay Area’s Build it Green certification rating program, GreenPoint • The U.S. Environmental Protection Agency’s Indoor airPLUS certification rating program

Currently, Troon Pacific is working on a certified passive home development in San Francisco, which represents today’s highest standards for energy conservation, with the potential to reduce heating energy consumption by 90%. Also, our team collaborates and gives careful and thoughtful consideration towards the impact of the architectural design in terms of air and water quality, sound, lighting, safety, amenity and material choices.

An Exceptionally Qualified Team That Reflects the Diversity of San Francisco

We have assembled an exceptionally well-qualified team of San Francisco-based firms, including some LBE/DBE/WBEs, to assist us in the planning, design and implementation of the project. The team –

One Post Street, Suite 2210, San Francisco CA 94104 • 415.504.8100 • troonpacific.com Ms. Robin Havens April 4, 2014 Page 3

most of whom live and work in the City – brings hands on experience in urban infill sites in San Fran- cisco and has demonstrated through implemented projects how livability, sustainability and diversity can be highlighted in urban environments like the Market and Octavia neighborhood. The key members of our planning, design and entitlement team know first-hand the various nuances of building a project that reflects sustainability and healthy living.

The team includes: Troon Pacific, Inc., Developer, leader in developing sustainable and healthier housing in San Francisco; David Baker Architects, Master Plan Architects, forerunner in designing distinctive, high-quality buildings, which foster a strong sense of community; ROMA Design Group, Urban Design Advisor; Holmes Culley, Structural Engineers; Alfa Tech/Timmons Design Engineers, Mechanical and Sustainable Engineers; Integral Impact, LEED, PHIUS & Sustainability Consultant; Reuben, Junius & Rose LLP, Legal and Regulatory Advisor; Azari Group Real Estate, Inc., Property Management; and The Mark Company and The Concord Group, Market Research.

In addition, we have begun to identify a number of cultural, recreational, commercial and non-profit enterprises that we plan to partner with to create a vibrant mix of ground level activities and alterna- tive forms of transportation linkage. The following is a sampling of partners listed for the development: ODC Dance Company; Public Art Trust/SF Arts Commission; Bay Area Bike Share; City CarShare; Bike Café Concept by SoSF; and Just One Tree.

Financial Strength to Follow Through

With a real estate portfolio of its affiliated company interests that exceeds $650 million in value, and a proven track record of local projects of similar scale, Troon Pacific has the financial strength to follow through on our commitment to the City and County of San Francisco. The equity capital required for the proposed project totals approximately $12.5 Million. Based on our record of similar scale successful developments in San Francisco and beyond, these projects are well within our ability to obtain the proposed financing for these projects.

An Innovative Development Concept: Diversity, Sustainability, the Arts

We understand the need for this project to represent a model for progressive urban development, which is why our proposed plan integrates affordable housing with healthy living, sustainability, and the arts. Our plan offers diverse on-site affordable housing – approximately 17% of the units will be inclusionary, exceeding the 15% requirement of the RFP, as well as 1-2 units that will be affordable per mutual agree- ment with Center for Dance (ODC) for student teacher housing. Furthermore, we intend to use creative methods to integrate low and moderate-income housing via a wide-range of housing types for individuals and families of diverse income levels. Units will include 2 bedroom family housing, studios, micro-units, and townhomes. Most of these units will be available for rent, however, there will be a small number of uniquely styled single family town homes that will be available for sale, giving a diverse group of residents the opportunity to own a home in Market and Octavia.

One Post Street, Suite 2210, San Francisco CA 94104 • 415.504.8100 • troonpacific.com Ms. Robin Havens April 4, 2014 Page 4

We are setting a goal of achieving LEED Platinum, EnergyStar, Indoor Airplus, and striving for Passive House/net zero certification. Troon Pacific’s aim is to improve the quality of living for the residents of San Francisco. This includes incorporating efficiencies in the architecture and design for air, water and light quality enhancements beyond those outlined in our sustainability goals. Also, we will obtain Green- Trip certification, which rewards multi-family, mixed-use projects that apply comprehensive strategies to reduce traffic and greenhouse gas emissions. Finally, we will limit parking, so that it does not exceed .5 spaces per residential unit.

Creativity and innovation will also be key elements of our project, as we support the fine and performing arts through a pilot program with ODC that will benefit students and teachers; as well as support artists by providing them with flexible studio space with mezzanine bedroom levels; and provide micro retail spaces that are much needed for the growth of small businesses. We will also create a customized app for the community and local neighborhood to stay connected. Thus our plan reconnects these sites to the diversity and artistic elements of the Market and Octavia neighborhood; encourages a vital streetscape; and provides a unique variety of land uses that together support and add to the fabric of the Market and Octavia community.

A unique architectural configuration will be created for each of the parcels. This includes: Parcel R: Mixed use rental housing which includes townhomes, flats, studios and micro retail. Parcel S: Townhomes/Zero lot line single-family residences Parcel T: Larger mixed use rental housing including studios and 2 bedroom family style units with flexible retail, commercial and artist studio space.

Our goal is to manage this project in a manner where we build efficiencies in the project’s structure and plan, while maximizing land value for the City and County of San Francisco. Furthermore, through a focus on incorporating street level, community-serving retail stores, the Troon Pacific team intends to maximize the economic return to the public through tax generation and job creation.

A Feasible Proposal

We have created a feasible proposal that will provide the City and County of San Francisco with direct and indirect economic benefits. We estimate the construction and development costs to be approximately $30 million, which includes hard costs of approximately $18 Million and soft costs of approximately $7 Million. The development will be financed through 40% in equity cash and 60% debt. The direct and indirect benefits will be to not only create jobs, raise taxes, fees and earnings for the City and County of San Francisco, but also increase the stock of affordable housing, additional sustainable housing units, as well as opportunities for people at all income levels to enjoy healthy living and support the fine and performing arts.

One Post Street, Suite 2210, San Francisco CA 94104 • 415.504.8100 • troonpacific.com

2. STATEMENT OF QUALIFICATIONS 2. STATEMENT OF QUALIFICATIONS

A. DEVELOPMENT TEAM QUALIFICATIONS

1. Legal Entity that will accomplish the development and implementation of the project:

Parcel R: Octavia Community Development 3, LLC a new single asset LLC will be the legal owner. Parcel S: Octavia Community Development 2, LLC a new single asset LLC will be the legal owner. Parcel T: Octavia Community Development 1, LLC. a new single asset LLC will be the legal owner.

Legal Entity that will contract with the City: Troon Pacific, Inc., a California Corporation. Troon Pacific, Inc. will be the Manager of each of the development LLCs as well as the Project Manager.

2. Role of each development partner and major consultant in the implementation of the development:

Development Partner/Major Consultant Intended Role

Troon Pacific, Inc. Developer and Project Manager

David Baker Architects Architect for All Initial Studies Parcel S – Architecture competition for up to 4 local emerging Architects (each Townhome) Parcels R and T – Architectural Competition for up to 2 architects (each parcel) The goal is to have differentiated architectural talent among Parcels R, S and T that are cohesive, and thoughtfully implemented.

ROMA Design Group Urban Design Advisor

HolmesCulley Structural Engineer

Reuben and Junius Legal Counsel & Regulatory Advisor

Alfa Tech/Timmons Consulting Engineers MEP Engineers and Sustainable Engineers

Integral Impact USGBC LEED Advisor & Passive House Institute of the United States Advisor (PHIUS)

BuildGroup Contractor

SoSF (Streets of San Francisco) Bike Tours Local Retail Partner

Habitat Horticulture – David Brenner Vertical Garden/Living Walls

ODC (Oberlin Dance Collective) Performing Arts Partnership

Public Art Trust/SF Arts Commission Art Initiative - Rotating Public Art Program

Vegetable Uprising, Local Consultant Roof wellness garden

2. STATEMENT OF QUALIFICATIONS 1

Strategic Partners/Other Consultants

Just One Tree Sustainable Planting Initiative

Azari Property Management Local Property Management Company/Market Research

Urban Living Marketing – Local Consultant Developer for Hayes Valley Community App

The Concord Group Market Research

The Mark Company Market Research

City CarShare Community Resource

Green Trips Community Resource

Bay Area Bike Share Community Resource

Aquatech Consultancy, Inc. Waterproofing Consultant

BKF Engineers Civil Engineer

Earth Mechanics Geotechnical Consultant

P2 Environmental Environmental Advisor

3. Lead Negotiator of the Project:

Gregory R. Malin is the Chief Executive Officer of Troon Pacific, Inc., the Manager of the prop- erty LLCs and therefore has absolute authority to negotiate and contractually bind the property entities during those negotiations.

4. Roles of all firms in operation and management of the project following the completion:

Asset Management will be performed by Troon Pacific, Inc., Azari Property Management, and The Azari Group Real Estate, Inc. has been selected as a local Hayes Valley LBE firm to provide property management and retail leasing for the completed developments.

5. Single purpose entity and proposed guaranty:

Troon Pacific, LLC as the Sponsor of the single purpose LLC’s organized for these developments (and/or its family of companies) will provide financial assurance to ensure the City of the devel- oper’s obligation to close and develop the proposed project.

2 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 B. DEVELOPMENT TEAM EXPERTISE

1. Relevant experience of the development team:

TROON PACIFIC COMPANY PROFILE

Troon Pacific, Inc. is a local San Francisco development and investment company which was founded in 2000. The principals, through their various affiliated companies, own, develop, build and/or manage a diverse array of real estate projects throughout the Western United States and internationally. The real estate experience amongst its various owned and managed companies ranges from multi-family development, master planned communities, single family residential, to retail shopping centers and office buildings, as well as international technology parks, including Rjukan Technology Center in Oslo, Norway, where Troon Pacific is an owner of a master planned tech- nology and industrial park located at the epicenter of power and industry for Norway.

Troon Pacific’s principals’ owned interests include the internationally recognized and acclaimed developer Desert Troon Companies, which maintains corporate offices in Scottsdale, Arizona and Oslo, Norway. Locally in San Francisco, California, Troon Pacific, Inc. is best known for its leader- ship in residential development, combining cutting edge design, sustainability and superior quality with integrity.

Troon Pacific Inc. is also quickly becoming a leader in healthier built environments, in which the design of building systems are sensitive not only to architecture, design, and sustainability, but building health as well. These systems include mechanical, acoustical, electrical, life safety, amenity and material choices.

Troon Pacific works directly with industry leaders to engineer wall assemblies, integrate water- proofing details and build shells that help reduce the risk of potential invisible hazards in an urban environment. Troon Pacific, Inc. has joined USGBC’s Building Health Initiative to further focus on developing new ways to institutionalize and implement healthy building practices in the industry.

In terms of sustainability, Troon Pacific’s projects include numerous LEED Platinum residences, some of which are the highest-rated projects in the nation. Troon rigorously incorporates best prac- tices for the conservation of materials, energy and water efficiency, durability and air quality. Our most recent projects have earned certifications from:

• The U.S. Green Building Council’s Leadership in Energy and Environment Design (LEED) certification program; • Energy Star, a government-backed program identifying energy saving buildings; • Bay Area’s Build it Green certification rating program, GreenPoint; • The U.S. Environmental Protection Agency’s Indoor airPLUS certification rating program. • PHIUS (Passive House Goal for project under construction), a certification that challenges buildings to meet today’s highest energy standard with the promise of reducing heating energy consumption by 90 percent.

2. STATEMENT OF QUALIFICATIONS 3 In addition, TPI’s principals have extensive backgrounds in residential services, including property management, brokerage, receivership and workout of troubled assets for some of the nation’s largest institutional asset management organizations, including apartments, shopping centers, office and other commercial properties and projects throughout the state.

For more information visit: www.troonpacific.com.

TROON PACIFIC KEY PERSONNEL Gregory R. Malin, Chief Executive Officer, Troon Pacific, Inc. Gregory R. Malin is the Chief Executive Officer of Troon Pacific, Inc. Mr. Malin is responsible for Troon Pacific’s acquisitions, oversight, and development planning. In addition, Mr. Malin has a background in complex mixed-use master plan residential developments and commercial projects. His background includes founding, directing and supervising worldwide operations for a full- service international real estate services organization which was involved with the asset manage- ment of a broad range of asset types including apartments, office, and retail. Development projects include: • Approx. $100 Million in Single Family Residential Development ranging in values from $2 Million to $25 Million in San Francisco. • 5 LEED Platinum Projects including a current goal for Certified Passive Development in 2014 • Master Planning 1 Million Sq. Ft. Technology Development Center in Rjukan, Norway. • Asset/Property Management of Millions of sq ft of apartments, office and retail portfolio. • Early planning for various Northern California Master Planned Developments with its affiliate Desert Troon Companies

Charlot Malin, Chief Operating Officer and Director of Design, Troon Pacific, Inc. An accomplished Interior Designer Charlot Diskerud Malin is the Chief Operating Officer of Troon Pacific as well as the company’s Design Director. Renowned for her European sensibility, her origi- nality, and her creativity, she has completed notable projects in residential, mixed-use, and hospi- tality. Development projects include: • Approx. $100 Million in Single Family Residential Development ranging in values from $2 Million to $25 Million in San Francisco. • 5 LEED Platinum Projects and current goal for Certified Passive Development in 2014 • 464 Prospect La Jolla, California • George Lucas’ Skywalker Ranch Sound Studios • Robert Redford’s Sundance Resort in Provo, Utah • Hassayampa Golf and Country Club in Prescott, Arizona.

4 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 Sarah Mansoori, Director of Construction, Troon Pacific, Inc. Ms. Mansoori brings with her over 14 years of project management experience in real estate devel- opment, construction management, and interior design. Ms. Mansoori’s multi-disciplinary back- ground enables her to successfully manage and strategize projects of various sizes and scopes which to date include new construction high-rise, complex mixed-use and urban infill projects with construc- tion budgets up to $500 million. Development projects include: • Raffles Hotel, Singapore • Hotel Vitale & Americano Restaurant • Tower 31 NYC • InterContinental Hotel SF • Chase Headquarters, NYC • Redevelopment of Downtown Sunnyvale

Daniel H. Hammons, Chief Financial Officer, Troon Pacific, Inc. Mr. Hammons’ responsibilities have included the financial management of the Desert Troon Compa- nies’ entities and affiliates with combined values that approach $1 billion in assets. Mr. Hammons also oversees the tax, audit, treasury and capital allocation functions of the company. Mr. Hammons has previously held positions as Senior Auditor at Arthur Andersen & Co., and Vice President of Finance and Operations for the Phoenix Chamber of Commerce.

Tore Chr. Diskerud, Chairman, Troon Pacific, Inc. Mr. Diskerud has over 20 years of experience as founder and director of a diverse group of inter- national companies with combined assets in excess of $1 Billion. Mr. Diskerud’s ventures include commercial, residential, master planned golf communities, maritime construction and helicopter transport, maintenance and leasing. He has served as the Norwegian representative to the United Nations Foreign Aid Convention, as well as a Trustee of Thunderbird University. Development proj- ects include: • Numerous master planned communities, office, retail and mixed-use developments throughout the Western United States and internationally

2. STATEMENT OF QUALIFICATIONS 5 LEED PLATINUM RESIDENCES (Sustainability and Wellness)

2750 Vallejo Street, San Francisco Completed: 2013 Certification: LEED Platinum certified, Energy Star and Indoor Airplus Qualified Value: $23 Million Construction Loan: $8 Million Lender: First Republic Bank Total Square Feet: Approx. 8,000

1970 Jackson Street, San Francisco Completed: 2012 Certification:LEED Platinum certified, Energy Star Certified Value: $12 Million Construction Loan: $4 Million Lender: First Republic Bank Total Square Feet: Approx. 5,800

1209 Filbert Street, San Francisco Completed: 2011 Certification: LEED Platinum certified, Energy Star Certified, Indoor AirPlus Certified Value: $7 Million Construction Loan: $4 Million Lender: First Republic Bank Total Square Feet: Approx. 5,500

6 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 2342 Broadway Street, San Francisco Completed: 2010 Certification: LEED Platinum certified, Energy Star Certified, GreenPoint Rated Value: $14 Million Construction Loan: $8 Million Lender: First Republic Bank Total Square Feet: Approx. 6,800

San Francisco’s First Ultra Luxury Passive Home Location: 2680 Green Street, San Francisco In Progress, Construction Completed 2014 Certification:Goal LEED Platinum certified, Goal Energy Star Certified, Goal PHIUS Certified Value: $13 Million Construction Loan: $4 Million Lender: First Republic Bank Total Square Feet: Approx. 4,700

841 Chestnut Street, San Francisco, CA In Progress, Construction to be Completed in 2015 Certification:Goal LEED Platinum certified, Goal Energy Star Certified, Goal PHIUS Certified Value: $35 Million Construction Loan: $8 Million Lender: First Republic Bank Total Square Feet: Approx. 6,500

2. STATEMENT OF QUALIFICATIONS 7 COMMERCIAL AND MASTER PLANNING PROJECTS (In Conjunction with Desert Troon Companies, Troon Pacific and/or its Principals)

Rjukan Technology Center AS, Rjukan, Norway. This project is entitled, NorZetta, and is located in Rjukan, in what is perhaps the world’s most ideal location for large scale, high density data centers. This site brings with it the region’s superior climate for cooling, direct access to affordable, renewable power and connec- tivity to Europe and the rest of the world through robust fiber optic networks. NorZetta’s location plays a contributing role in energy efficiency as the hydro power found in this region translates into 100% renewable power and the free cooling system of this region’s weather provides an efficient busi- ness model for companies to consider. 90,790 m2, with 140,000 m2 of entitled buildings. Expected total cost of the first phase is $22 million, followed by a $70 million second phase.

Treasure Island Community Development, San Francisco. From December 2000 through 2003, Troon Pacific, Inc. in conjunction with its affiliate Desert Troon, Lennar/LNR, Kenwood and Inter- land, assisted Treasure Island Community Development with its land use concept, RFQ submission, worked with Citizen Advisory Board Members, and qualification for development. The project has not commenced. No further involvement is planned for Troon Pacific, Inc. or of any of Troon’s affiliated companies at this time.

Master Plan Northern California, San Rafael. From January 2005 through 2006, Troon Pacific, Inc. was involved in the complex entitlement and development planning for a mixed use master planned community involving federal, state and local agencies. The project has not commenced. No further involvement is planned for Troon Pacific, Inc. or of any of Troon’s affiliated companies at this time.

464 Prospect, La Jolla. This project was a 1920 historic building renovation with a portion of this project that was new development via expansion. This project received unanimous consent on entitle- ments from the California Coastal Commission, County of San Diego and City of La Jolla. The project received recognition from the Historical Society for the quality and sensitivity of this historic renovation. Troon Pacific, Inc. role was acquisition, interior design, planning and managing of the final phase of marketing and sales. 2.97 acres, 47 luxury condomin- iums, 148,000 square feet. Project value of $83 Million.

8 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 Hassayampa, Prescott, Arizona. A master planned 650 estate sized home sites with upscale master planned award winning golf club complex. Troon Pacific’s principals were involved in the architecture and interior design of the golf club in conjunction with BAR Archi- tects. The project received recognition for development sensitivity in preserving prehistoric Native American archeological sites, and an Award of Merit for the clubhouse at the 2000 Gold Nugget Compe- tition. Project value at completion was $90 Million, and comprised of 550 acres.

2. Bankruptcy filings:

There are no instances of filing bankruptcy for the principals of Troon Pacific, Inc.

3. Pending legal proceedings or actions:

There are no pending legal proceedings/actions against the principals of Troon Pacific, Inc.

2. STATEMENT OF QUALIFICATIONS 9 10 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 “No local firm has a better track record than David Baker Architects at mending the civic fabric.“ —John King, San Francisco Chronicle DAVID BAKER ARCHITECTS

David Baker Architects (DBA) is a progressive architecture firm in San Francisco that creates acclaimed buildings in urban environments. Formed in 1982, DBA is successor to Sol-Arc, a firm devoted to energy- efficient architecture, in which principal David Baker FAIA LEED AP was a partner from 1977 to 1982. Joined by colleagues Kevin Wilcock AIA LEED AP and Daniel Simons AIA LEED AP in 1996 and 2000 respectively, the current DBA partnership represents nearly 70 years of urban architectural experience.

MULTIFAMILY HOUSING EXPERIENCE David Baker Architects has designed and built more than 8,000 dwelling units—including more than 4,000 affordable units—throughout the San Francisco Bay Area. The firm’s completed projects range from supportive studios for at-risk populations to a LEED Gold and Platinum neighborhood that replaced decaying public housing and repaired a rift in the urban grid. In 2008, the firm’s affordable family housing project Curran House was named a “Gem of the City”—one of S.F.’s top 25 buildings—by the San Francisco AIA.

AWARD-WINNING DESIGN AND COMMITMENT Selected as the AIA California 2012 Distinguished Practice, DBA has garnered more than 200 local and national design awards for the quality, vitality, and sustainability of the firm’s projects throughout the Bay Area. San Francisco Chronicle Urban Design Writer John King has said, “No local firm has a better track record than David Baker Architects at mending the civic fabric... Again and again, [DBA’s] buildings are imbued with an adventurous urbanism attuned to larger social and environmental concerns.” David Baker has been selected as NPH’s “Visionary and Innovative Leader in Design” to be honored at the organization’s 35th Anniversary Gala this May. In early 2010 David Baker received the Hearthstone Humanitarian Award, which honors the 30 most influential people in the housing industry in the past 30 years.

LEADERSHIP IN GREEN BUILDING From an early focus on sustainability, David Baker Architects has taken the lead in establishing green- building practices. We have successfully participated in multiple LEED pilot programs and we have recently completed the first Passive House and Net-Zero Energy Certified residence in San Francisco. PL G AH

green, parking lite, affordable housing project RICHARDSON APARTMENTS www.dbarchitect.com/RichardsonApartments In the heart of San Francisco, the Drs. Julian and Raye Richardson Apartments provides 120 permanent, supportive studio units for very-low-income formerly homeless residents. The five- story infill development remediates the site of a collapsed freeway with green homes, street improvements and neighborhood-serving retail, including a social-enterprise corner bakery that provides jobs and training to local residents. Topped with a living roof, photo voltaics, domestic solar hot water, and community agriculture, the sustainable project rated 139 GreenPoints. CLIENTS: Community Housing Partnership, Mercy Housing California

address unit count density ratios 365 fulton street studio 120 project sf 65,419 san francisco, california total 120 site sf 20,326 retail sf 2,700 status acres 0.47 completed september 2011 units/acre 276

select awards parking 2012 aia/hud secretary’s award total 0 2012 aia national housing award 2012 aia california council exceptional residential merit award 2012 aia east bay exceptional residential honor award 2012 residential architect affordable design merit award

david baker architects 461 second street loft c 127 san francisco ca 94017 dbarchitect. com R Mh G

market rate, green project 388 FULTON STREET www.dbarchitect.com/388Fulton This rental housing in Hayes Valley—developed in tandem with a new clubhouse for the Boys and Girls Club—features 70 studio and two-bedroom apartments clustered around a courtyard with ample, secure bicycle parking. The housing will top neighborhood-serving retail spaces not far from the Hayes Street retail corridor. The design has an active retail frontage facing Fulton and Gough Streets. An entry courtyard provides a “feng shui compliant” decompression zone for residents and their visitors. The garage will accommodate the vans used by the neighboring Boys and Girls Club. CLIENT: 7x7 Development

address unit count density ratios 388 fulton street 1 bedroom 7 project sf 50,750 san francisco, california 2 bedroom 17 acres 0.287 3 bedroom 8 units/acre 240 status total 32 in desiGn

certification parking resident 0 Greenpoint rated reGistered car share 1 bicycle 86

david baker architects 461 second street loft c 127 san francisco ca 94017 dbarchitect. com AH G

affordable, green project FILLMORE PARK www.dbarchitect.com/FillmorePark These 32 affordable new homes are designed for first-time homebuyers, specifically working families and individuals. Flats and townhouses with outdoor patios ring a private landscaped courtyard, creating a quiet community just a block from the bustling Fillmore District and walking distance to shopping, entertainment and transportation. The project was one of the final projects in the San Francisco Redevelopment Agency’s Limited Equity Program, which sought to increase affordable homeownership opportunities for San Franciscans. CLIENT: MSPDI

address unit count density ratios 1345 turk street 1 bedroom 7 project sf 57,4020 san francisco, california 2 bedroom 17 acres 0.61 3 bedroom 8 units/acre 52 status total 32 completed april 2012

awards parking 2013 residential architect merit award total 24 spaces/unit 0.75 type garage

david baker architects 461 second street loft c 127 san francisco ca 94017 dbarchitect. com R Mh G

market rate, green project 300 IVY STREET www.dbarchitect.com/300Ivy Just a block from Octavia Boulevard—a boutique retail corridor that replaced the demolished Central Freeway—300 Ivy Street is a mixed-use development of urban market-rate homes, restaurants, and shops. At the southwest corner of Grove and Gough Streets in Hayes Valley, the development brings 63 new flats and townhouses to the neighborhood. Along Gough Street, lively storefronts make up a pedestrian-friendly retail row with prominent retail corners at both Ivy and Grove. CLIENT: Ivy Grove Partners

address unit count density ratios 300 iVy street studio 1 project sf 97,283 san francisco, california 1 bedroom 23 retail sf 5,465 2 bedroom 34 acres 0.52 status 3 bedroom townhouse 5 units/acre 206 completed january 2014 total 63

certification parking resident 32 leed for homes reGistered; Goal: platinum retail 3 car share 2 type garage bicycle 68

david baker architects 461 second street loft c 127 san francisco ca 94017 dbarchitect. com ROMA

ROMA Design Group is an interdisciplinary firm of architects, landscape architects and planners which is based in San Francisco and undertakes projects throughout the United States and abroad. We are a medium sized firm comprised of highly qualified, senior staff. Over the past twenty years, ROMA has established a reputation for design excellence and commitment to the improvement of the urban environment. The firm focuses on the transformation of the post-industrial city, the creation of livable communities and the design of public spaces. We believe that our projects have made a signifi- cant contribution to the attractiveness, character and livability of cities, towns and regions.

Drew School Assembly Building, San Francisco. ROMA was involved in this project, from programming and site selection to the architectural and landscape design of the Assembly Building and adjacent courtyard improvements. As part of the project, ROMA worked closely with Herrero Contractors during the design process and provided construc- tion support to the Drew School during construction. The Assembly Building is centered on a state-of-the-art theater and performing arts space and includes support facilities as well as faculty rooms, classrooms, music rooms, green room and recording studio. ROMA’s project focused on relating positively to a neigh- borhood context and introduced a new feature in San Francisco, the vertical garden which was designed collaboratively with Patrick Blanc. This feature was extremely well received by the local community and continues to be an educational tool for the students and a demonstration for the sustainability approaches taken within the building. The Drew School Assembly Building sets a new high standard for how a small building addition on a highly constrained urban site can achieve extraordinary functionality and become a model of green building practices while enhancing the image, identity and amenity of the school and the educational experience it offers the students. The project achieved LEED Gold certification and received the Living Wall Award of Excellence from CitiesAlive in 2013.

South Beach Neighborhood, San Francisco. Over the past 30 years, ROMA has played a key role in the transformation of San Francisco’s urban waterfront. ROMA initially assisted the City in the 1980’s in gaining consensus to build a new neighborhood in an underutilized formerly industrial district. As urban design consultants, ROMA established the criteria which ultimately led to the development of new urban density

1527 Stockton Street, San Francisco, California 94133 • 415/616-9900 • www.roma.com ROMA neighborhoods (South Beach and Rincon Hill), mixed-use commercial buildings (Rincon Center), the removal of freeways (the Embarcadero and stub end of I-280), the preservation and adaptive reuse of historic structures and landmark buildings (the Ferry Building, Agriculture Building and piers), the extension of transit lines and ferry services, and piers, breakwaters, bulkheads, transit stops and ferry terminals, promenades, plazas, parks and other open spaces. The planning for the Northeast Waterfront continues to unfold, as the adaptive reuse of the pier structures is pursued and as new open spaces are built. To date, more than 3,500 residential units, several hundred thousand square feet of commercial use, and improved transit boulevard with open spaces, parks and prom- enades have been built.

Jefferson Street Redesign, San Francisco. Jefferson Street is the main street of Fisherman’s Wharf, a district of the city which attracts about 12 million visitors annually and which supports on a summer Saturday approximately 70,000 pedestrians. Approximately 400,000 bicycles are rented in the north waterfront and the F-Line historic streetcar travels down Jefferson Street for three blocks, carrying approximately 10,000 people a day. ROMA worked closely with the City to develop concepts that envision a street where all modes move slowly, where pedestrians would have priority and where the feel is much more like a plaza than a roadway. The streetscape improvements have been for the reconfiguration of Jefferson Street into a street with widened sidewalks for pedestrians and a flexible vehicle zone that accommodates cars, deliveries and bicycles and with transit in its own separate right-of-way. Improvement of the first phase of Jefferson Street was completed in time for the America’s Cup Harbor events in the summer of 2013.

Third Street Promenade, Santa Monica. ROMA redesigned the three blocks on Santa Monica’s main street that trans- formed an inactive and failing pedestrian mall into one of the most popular and exciting urban retail entertainment destina- tions in the Los Angeles region. The Third Street Promenade was awarded a National Award of Excellence by the American Institute of Architects. ROMA was the lead architect/landscape architect providing full A&E and project management services through construction. In addition, ROMA provided consul- ROMA tant services related to the redevelopment and revitalization of the surrounding retail/entertainment district. ROMA continued to work with the City of Santa Monica on the design of the downtown transit streets (now implemented); and with Macerich developer for the extension of the Third Street through their shopping center and redevelopment of residential, office and commercial uses. More recently and in anticipation of the opening of the renovated shopping mall, ROMA was engaged by the Bayside District to update and enhance the Third Street Promenade and plan for a set of strategic improvements that would continue its successful position as a major shopping area and social gath- ering place within the Los Angeles region.

Pacific Avenue, Santa Cruz. ROMA prepared a compre- hensive recovery plan for downtown Santa Cruz after the devastating 1989 Loma Prieta earthquake and redesigned Pacific Avenue. The earthquake resulted in the collapse, structural damage and ultimate removal of numerous build- ings on Pacific Avenue as well as serious injury to most of the trees along the street which were already compromised by an alternating season of drought and severe weather conditions. The loss of landscape and historic buildings meant, to a great extent, the sudden loss of a downtown identity that had developed over many years. For ROMA, an important task was to help establish a new downtown that would reflect the uniqueness of the community and strongly held values about place and social gathering. At the same time, the charge was to improve the environment for merchants and to create a more attractive retail environment. The firm served as the lead architects/landscape architects for the redesign and reconstruction of Pacific Avenue. The main street and public spaces of the community have provided the stage for the revitalization of the downtown as the city’s principal social and commercial center. ROMA is currently working with the City on the redesign of the half-mile long Santa Cruz which this year is celebrating its 100th anniversary. 3. FINANCIAL STATEMENTS 3. FINANCIAL STATEMENTS

A. Financial Statements:

Troon Pacific, Inc. and its principals are owners and managers of a diverse group of investment funds which include private equity, pension funds of publicly elected officials, as well as public and private partnerships, which are organized for specific development projects in the western United States, all of which are held in privately held partnership and limited liability companies. In order to protect the privacy of the personal financial information of privately held interest, we wish to provide you more general information about our overall financial capability to offer the City of San Francisco confidence in our ability to close and develop a project as proposed in the Request for Proposal.

For the development of Parcels R, S and T the overall scope and size of these developments reflects the typical size of Troon Pacific’s recent construction projects. As with all of our investments, the necessary equity and/or subordinated debt is seeded by Troon Pacific, Inc. and/or its affiliated companies which is later syndicated into larger investment funds. In this case, we are preparing an investment fund entitled Troon Plus for Parcels R and T (Multifamily Rental) and the invest- ment fund entitled UNI SF VII for Parcel S (For Sale). The anticipated overall debt is well within what we have established with one of our primary relationships at First Republic Bank.

The following chart shows the asset growth/turnover of one of our larger owned affiliates, Desert Troon Companies as of yearend 2012, members’ equity of $320 million and total assets of $610 million with average annual turnover of the last ten years of $95 million, $107 million in 2012.

Locally, we manage two of our investment funds which closed $20 million in sales in 2013, with combined asset values estimated at $28 million in 2014.

If required, upon selection as a finalist or as the choice developer for this RFP, we will provide any necessary financial statements and verifications to demonstrate our capability to successfully close and develop this project for Parcels R, S and T.

B. Financing Source:

See letter from First Republic Bank provided.

C. Evidence of liquid assets:

We estimate that predevelopment costs will not exceed approximately $1.5 - $2 million for the pre-development of Parcels R, S and T, accordingly please see letter from First Republic Bank.

D. Confidential Financial Records:

Upon selection as a finalist or as the choice developer for this RFP, we will provide any neces- sary financial statements and verifications to demonstrate our capability to successfully close and develop this project for Parcels R, S and T.

3. FINANCIAL STATEMENTS 11 12 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 DESERT TROON COMPANIES Corporate overview

2012 SUMMARY

Desert Troon Companies 30 Years

Desert Troon Companies/PSPRS 15 Years

Company Format & Audits 10 Years

Executive Team (Collective Experience /Average Employment) 200/15 Years

Employees 20+ Years 300/30 in Home Office

Assets in Excess of $ 600m

Turnover 10 Yr Average Approaching $ 100m

Equity Partnerships

Wall Street Companies: US West Financial, Stone Youngberg, PSPRS, DLJ, AEW

Foreign Partnerships: Japan, Germany, Switzerland, England, Norway, France

Permanent Lending

New England Mutual, AIG-Insurance, Principle Group, Aetna, Morgan Stanley, Dexia

Interim Lending

Foreign Banks: Bank Parebaque, DNC Norway, Christiania Bank Norway & Luxembourg, Sparbanken

US Banks: Valley Nat’l, Bank One, JP Morgan Chase, Arizona Bank, Security Pacific, BofA, First Interstate,

Western Savings, CIBC, CBNT-Zion, State Savings, Fifth Third, M&I Bank, KeyBank, Wachovia, Wells Fargo

Licenses/Affiliations/Accreditations/Awards

Legal, CPA’s, Commercial & Residential Contractors License, AZ Real Estate Licenses, AZ RE Investment Advisory

Council, ICSC, Urban Land Institute, Nat’l Assoc of Industrial & Office Property, BOMA

Recognized for Development Sensitivity, Prehistoric Preservation and Historic Renovation DESERT TROON COMPANIES CURRENT PORTFOLIO OVERVIEW

Desert Troon Companies expansive portfolio includes developments throughout the U.S. and around the world. Our corporate build-to-suit, office, retail, hotel, master-planned communities, mixed use and historic preservation projects enrich lives, enhance communities and preserve environments. The company currently manages projects with a combined value approaching $1 billion. deserttroon.com

COMMERCIAL PORTFOLIO RETAIL PORTFOLIO LIFESTYLE PORTFOLIO

CONSISTS OF 5 MAJOR PROJECTS CONSISTS OF 10 MAJOR PROJECTS CONSISTS OF 12 MAJOR PROJECTS 2,000,000 TOTAL S.F. 4,700,000 TOTAL S.F. TORREON GOLF COMMUNITY 1,700,000 S.F. RETAINED BY DTC 2,400,000 S.F. RETAINED BY DTC 1,500 Acres / 1,500 Lots 6,300 TOTAL PARKING SUPERSTITION GATEWAY 4 Commercial Parcels 4,300 STRUCTURED PARKING 800,000 Total s.f. Fully Developed 36 Holes Golf & Resort Amenities: PERIMETER GATEWAY 101 500,000 s.f. Retained by DTC 100% Complete Consisting of 5 Buildings Anchored by Wal-Mart, Kohl’s, Best Buy, Infrastructure: 100% Complete 530,000 Total s.f. Fully Developed LA Fitness, Dickinson 300,000 s.f. Retained by DTC Saleable Inventory: 85% Complete TOWNSHIP PLAZA 2,000 Total Parking 160,000 Total s.f. Fully Developed CIMARRON HILLS GOLF 1,300 Structured Parking 50,000 s.f. Retained by DTC & COUNTRY CLUB PERIMETER PARKWAY Anchored by Fry’s Marketplace, 1,000 Acres / 1,000 Lots Consisting of 5 Buildings Ace Hardware, McDonald’s 18 Holes Golf & Resort Amenities: 250,000 Total s.f. Partially Developed POWER RANCH MARKETPLACE 100% Complete 200,000 s.f. Retained by DTC 400,000 Total s.f. Partially Developed Infrastructure: 70% Complete 100,000 s.f. Developed 130,000 s.f. Retained by DTC 100,000 s.f. Partially Developed Saleable Inventory: 20% Complete Partially Developed 875 Total Parking Anchored by Home Depot, LA Fitness, RED MOUNTAIN RESORT 675 Structured Parking Tutor Time, CVS, MidFirst Bank 60 Acres / 100 Lots / 24 Villas / TERRA VERDE 100 Rooms WATSON MARKETPLACE Consisting of 4 Buildings 140,000 Total s.f. Partially Developed Resort Amenities: 100% Complete 600,000 Total s.f. Partially Developed 80,000 s.f. Retained by DTC Infrastructure: 100% Complete 600,000 s.f. Retained by DTC 70,000 s.f. Developed 180,000 s.f. Developed Saleable Inventory: 20% Complete 10,000 s.f. Finished Pads 420,000 s.f. Partially Developed Anchored by Bank of America, McDonald’s, 9 PLANNED COMMUNITIES 2,075 Total Parking Vanguard Health, Discount Tire, Circle K 4,000 Residential Lots 2,025 Structured Parking COTTON FLOWER MARKETPLACE Pinnacle Peak Place, Power Ranch, Sossaman Estates, Sandia, THE JET 120,000 Total s.f. Partially Developed Tierra Del Rio, Verrado, Roy’s Place, Curtis Commons, Anthology 300,000 Total s.f. Planned 90,000 s.f. Retained by DTC 300,000 s.f. Retained by DTC 45,000 s.f. Developed 300 Total Parking 45,000 s.f. Finished Pads 300 Structured Parking Anchored by LA Fitness, CVS, Fresh&Easy Planned Apartments / Retail SKYLINE RANCH MARKETPLACE OTHER 800,000 Total s.f. Partially Developed 320,000 Total s.f. Partially Developed 400,000 s.f. Retained by DTC 300,000 s.f. Retained by DTC 30,000 s.f. Developed Partially Developed 370,000 s.f. Finished Pads 1,050 Total Parking Anchored by Home Depot, Wal-Mart

GLENDALE PROMENADE 700,000 Total s.f. Planned 500,000 s.f. Retained by DTC Fully Entitled Anchored by Wal-Mart

MARANA 300,000 Total s.f. Planned 300,000 s.f. Retained by DTC Fully Entitled Anchored by Wal-Mart

RED MOUNTAIN COMMONS 200,000 Total s.f. Planned 200,000 s.f. Retained by DTC Fully Entitled

I-10 VAL VISTA 1,080,000 Total s.f. Planned 150,000 s.f. Retained by DTC Fully Entitled 4. DEVELOPMENT CONCEPT 4. DEVELOPMENT CONCEPT

A. Sites included in the proposal:

This is an integrated proposal for the fee simple purchase of all three sites R, S and T. We believe that the ability to develop all three sites offers the opportunity to provide greater community benefits and achieve planning and design goals.

Our Purchase Price has two alternates – based on a For Sale and For Rent combinations:

Preferred Development Plan (as outlined in this proposal) Parcel R – Rental Units - $1 Million Parcel S – For Sale Townhomes - $1.25 Million Parcel T – Rental Units - $2.5 Million Total Purchase Price: $4.75 Million

Alternative Development Plan Parcel R – For Sale Units - $1.25 Million Parcel S – For Sale Townhomes - $1.25 Million Parcel T – For Sale Units - $3.5 Million Total Purchase Price: $6.0 Million

B. Project plan for the Sites:

Our plan for these three sites is to creatively combine a mix of rental and for-sale housing types which provides residential opportunities for individuals and families of diverse income levels. The range and affordability of housing types will contribute to the health and vitality of the Market Octavia/Hayes Valley Neighborhood. In addition, the plan emphasizes the use of the ground floor for retail or other street activating uses that will reinforce Octavia Boulevard as a pedestrian oriented street. The rooftops will be landscaped and planned for productive urban agricultural use.

The plan calls for the construction of a total of 36 units on the three parcels, 32 of which will be for rent and 4 for sale. Parcel R is planned for 8 residential rental units in a combination of flats, lofts and townhouses, Parcel S is planned for 4 townhouse units for sale and Parcel T is planned for 24 rental apartments, ranging in size from studios to two-bedroom.

C. Affordable and Market Rate Residential Units, Parking Spaces and Ownership Structure:

Of the 36 total units, 17% are Below Market Rate (6 units). In addition, one or two units will be affordable per mutual agreement with ODC Theater Company for student/teacher housing. The “flex” commercial space will be marketed to artists for studio space with mezzanine living areas above the ground floor. For the 36 units, 16 parking spaces will be provided for residen-

4. DEVELOPMENT CONCEPT 13 tial housing and 3 parking spaces for retail commercial and/or car sharing services, all of which will be in an underground basement on Parcel T. In addition, 2 parking spaces are provided on Parcel S, an equivalent of .50/unit plus 3 spaces for retail commercial and/or car sharing services. The parking spaces on Parcel S will be dedicated to the townhouses above them. The remainder will be made available to any of the residential units excluding the 3 spaces for retail commercial and/or car sharing services. In terms of the ownership structure, Parcel S will be fully sold to 4 individual owners, who will have the option of leasing their ground floor to another entity or incorporating it as a home business; Parcels R and T are rental properties and they will be owned by Octavia Community Development LLC and will be managed by a local property manage- ment company which is anticipated to be Azare Property Management, who currently has offices just blocks away in the Hayes Valley neighborhood.

D. Project Footprint, Number of Floors, Height of Structures and Height and Bulk:

Parcel R is 2,790 square feet in size. The footprint of the building basically occupies the entire parcel, although there are indentations at each of the doorway entrances on the ground floor. Parcel R is conceived to have high bay retail space on the corners of Lily and Oak with a flat and a loft style apartment above. The center space includes two townhouses. The building is 3 stories in height that is 48 feet tall to the roof with a 3-1/2 foot parapet above. The gross square footage in this building is 9,106, and the FAR is approximately 3.3.

Parcel S is 2,970 square feet in size and the building occupies the entire parcel with the exception of setbacks at the entry doors. The building is organized with four townhouses, all of which have a flexible ground floor that can be used for a home/office or leased for a separate small business. There are 3 floors in this building, as it is 48 feet tall with a 3-1/2 foot parapet above and with stair towers enclosing the stairs. The center floor is a high bay floor with a mezzanine. The Parcel S building is 9,591 gross square feet in size and the FAR is approximately 3.5.

Parcel T is 5,502 square feet and the building above the ground floor occupies the full parcel. The ground floor is set back 4 to 4-1/2 feet to create a more appropriate transition to the retail and “flex” space on the ground floor. The height of the ground floor varies due to the slope of the street, with a 15-foot ceiling height on the Page Street side, where a major retail use will be located. This is a 5-story building, with four floors of residential above the ground floor which includes “flex” commercial lofts and retail space. The height of the building is 55 feet to the roof level and it includes a 3-1/2 foot parapet and an elevator stair penthouse above. The building on this parcel has a total gross square footage of 32,647 or an approximate 6 FAR.

Each of the parcels is designed to provide the maximum number of units and usable area within the allowable building envelope while maintaining the architectural design quality and livability of the residential and commercial aspects of the project.

E. Retail uses and how such uses will activate the street and serve the neighborhood’s needs:

All of the parcels are designed, to the greatest degree to activate the street and create an engaging pedestrian environment. On Parcel T, the most significant retail space of the three parcels, comprising 1,500 square feet, is located on the Octavia frontage at Page Street. In addition,

14 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 1,032 square feet of flex space which is suitable for galleries and artistic studios is located on the frontage of Octavia at Rose Street. On Parcel S, all of the ground floor space is suitable for either home office or can be leased to small businesses that wish to locate on the ground floor of Octavia Boulevard between Lily and Page. Parcel R has retail space both on the corner of Octavia and Oak and Octavia and Lily, comprising approximately 542 square feet each for a total of 1,084 Square Feet. In addition to these uses, attractive entries to residential units on upper floors will all be located on Octavia. A car lift is utilized at Parcel T to the below-grade parking garage to minimize the impact of parking on the street front. Streetfront landscaping is utilized wher- ever feasible to further the pedestrian orientation of the street and vertical gardens are incorpo- rated in Parcel S to add visual interest and excitement and to contribute to the ecological diver- sity and habitat value of the neighborhood.

F. Addressing the City’s planning and design goals:

The proposed development of Parcels R, S and T will complete the City’s vision and objectives to mend the urban fabric following the removal of the Central Freeway. It will create a physical form as well as uses and activities that help to make the connection between Market Street with Hayes Valley. It will not only achieve but also will exceed the City’s goals for affordability by providing 17% BMR units and 1-2 units that will be affordable per mutual agreement with ODC for student teacher housing. It will also provide a series of retail, “flex” spaces and poten- tial home/office types of uses on the ground floor that will help enliven the street and create opportunities for small local businesses. The project’s goal for healthy and sustainable living and for achieving LEED Platinum for all of the buildings will further the City’s planning goals and neighborhood’s values.

The creation of an attractive urban form while achieving the density and maximum number of units within these sites, is consistent with the City’s goals for efficient use of these small infill sites. Finally, the design creativity of the architectural forms and the innovative use of materials and treatments will demonstrate the City’s interest in and commitment to the arts. The project further demonstrates its support of the City’s goals and objectives by working on creative solu- tions with non-profits like ODC, the Arts Commission and others to provide student teacher housing and orienting commercial “flex” space to artists who would benefit from ground level gallery studio and exhibition space combined with loft living.

From a transportation and parking standpoint, the project will seek to obtain green trip certifi- cation for residents and to offer residents ride share programs, such as City Car Share. Parking for the residential will be at .50 cars per unit. Bicycle parking will also be provided as well as a possible electric bike share program that is currently being piloted through City Car Share.

G. Addressing the City’s community benefit goals:

The Hayes Valley neighborhood will directly benefit from the development of these three parcels for a diverse mix of housing types with active ground level uses. The development of these three sites will also help to connect Oak, Lily, Page and Rose Streets and the activities and uses on these streets with Octavia Boulevard and the neighborhood. In addition, the completion of these parcels will also help to connect Market Street with Octavia Boulevard by creating a continuity

2. STATEMENT OF QUALIFICATIONS 15 of activities and a more active, publicly oriented environment. The development will create a diversity of housing opportunities with a strong affordable orientation.

Creative solutions for further enhancing the affordability are also included. Having residents who are living and, in some cases, working in the development of these three parcels as well as the employees in the retail and other active ground level uses will make the neighborhood feel more safe and secure by providing “eyes on the street”. The project will also create employment opportunities for local residents and businesses in the commercial space that is part of the project and by encouraging home offices in some of the units that will help to support other businesses in the neighborhood. The careful tenanting of the retail spaces and the creative concepts that we have already put together will contribute to the unique place-making qualities of the Hayes Valley neighborhood. Our preliminary concept for the Page/Octavia corner is a bicycle café operated by one of the local young entrepreneurs in the neighborhood. We believe that this concept can establish a kind of business that will become one of the regular hang-outs for the Hayes Valley neighbors and, in this way, will contribute to the sociability and cohesiveness of the neighborhood. In addition, our concepts for integrating the arts by providing flex space for studio gallery functions as well as loft living, by providing one or two units to ODC for students and teachers, and in general by collaborating with the City’s Arts Commission, creating an environment that nurtures performing and visual arts and that will further serve to brand Hayes Valley as a creative place to live and a neighborhood of supporting artists.

The massing, scale and innovative physical design, the creative use of materials and treatments and the commitment to healthy and sustainable buildings are all aspects of the built environment that will be of great community benefit. The rooftop and vertical wall landscaping are contribu- tions to the visual and environmental quality, the ecological diversity and the habitat value of the neighborhood as a whole. The buildings are well-scaled to their neighbors and are designed in a spirit of neighborliness. We are strong proponents of minimizing auto dependence. We intend to limit parking to .5/unit and include car share and bicycle share programs, and provide adequate bicycle parking for residents and employees. We will also seek to obtain green trip certification for residents. All of these features will contribute to reducing auto dependence in the neighborhood and in minimizing traffic impacts.

The construction will be undertaken with a similar care and concern for our neighbors. We will seek to utilize factory-built modular units, to the greatest degree possible for Parcel T and possibly for other parcels as well. We propose to use Parcel S for a construction staging area while R and T are being built, so that we minimize any construction impact on the surrounding areas. Our contracting policies will follow City guidelines for equal opportunity employment and the employment of local, economically disadvantaged persons.

16 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 Gross Floor Area (LOT R) Gross Floor Area (LOT S) Gross Floor Area (LOT T) Usage Floor Area Townhouse 1 CAR LIFT 528 SF Ground floor 508 SF CIRCULATION 3128 SF FLATS 1163 SF ~ 581 SF Each LEVEL 2 - Living and Kitchen 778 SF FLEX 1032 SF LOFTS 2358 SF ~ 589 SF Each MEZ 215 SF PARKING 3845 SF LOFTS' MEZ 679 SF ~ 160 SF Each PARKING 270 SF RESIDENTIAL 18379 SF RETAIL 1084 SF ~ 542 SF Each Top Floor 778 SF RETAIL 1565 SF STAIRS 1200 SF 2550 SF SERVICES 988 SF TOWNHOUSE 2325 SF ~ 1162 SF Each Townhouse 2 VERTICAL CIRCULATION 3182 SF TOWNHOUSE Mez. 298 SF ~ 149 SF Each Ground floor 679 SF Grand total 32647 SF Grand total 9106 SF LEVEL 2 - Living and Kitchen 679 SF MEZ 208 SF Retail / Flex spaces: Gross Unit Area @ each Floor (LOT T) Top Floor 679 SF 2 Retail space 542 SF each 2 Bedroom (south) 1110 SF 2246 SF 2 Bedroom (middle) 1027 SF Residential Units: Townhouse 3 2 Bedroom (north) 1221 SF 2 two-bedroom townhouses 1,311 SF each Ground floor 679 SF 2 Studio Flats 581 SF each Studio A 415 SF LEVEL 2 - Living and Kitchen 679 SF 4 Lofts 749 SF each Studio A 415 SF MEZ 208 SF Studio B 408 SF Retail, Flex, Green stair area percentage of the ground floor: Top Floor 679 SF 4595 SF 50% 2246 SF Retail/Flex spaces: Townhouse 4 1 Retail space 1,565 SF Ground floor 508 SF Octavia Frontage: 3 Flex spaces ~344 SF each 41% Retail, 18% Entry & Green stair, 41% Res. frontage and LEVEL 2 - Living and Kitchen 778 SF entry w/ green walls MEZ 215 SF Residential Units: Oak & Lily Frontage: PARKING 270 SF 4 2 Bedroom (South) 100% Retail 4 2 Bedroom (Middle) Top Floor 778 SF 4 2 Bedroom (North) 2550 SF 8 Studio A Grand total 9591 SF 4 Studio B Flex spaces: 24 2 Flex/office space @ TH 1,4 330 SF each 2 Flex/office space @ TH 2,3 495 SF each Retail & Flex area percentage of the ground floor: Residential Units: 56% 4 townhouses Octavia Frontage: Flex area percentage of the ground floor: 80% Retail & Flex spaces , 11% Res Lobby, 9% 81% Services w/ green wall Page Frontage: 87% Retail, 13% Stair Rose Frontage: Octavia Frontage: 52% Car entry, exit passage, stair, 48% Flex space 70% Flex space , 30% Res entry Lily & Page Frontage: 55% Flex Res./Office, 45% Parking

Troon Pacific, Inc. 21307 scale: date: 2014.03.31 A 8 david baker + partners Parcels R, S, T STUDY Lots R,S,T Floor Area 5. FEASIBILITY OF PROPOSAL 5. FEASIBILITY OF PROPOSAL

A. Breakdown of construction and development costs, including hard and soft costs.

See Parcel R – Capital Budget (see Table 5A - Parcel R) Hard Costs: $3.026 Million Soft costs: $1.67 Million

Parcel S – Development Costs Proforma (see Table 5A - Parcel S) Hard Costs: $5.024 Million Soft Costs: $ 1.6 Million

Parcel T – Capital Cost Budget (see Table 5A - Parcel T) Hard Costs: $8.408 Million Soft Costs: $3.274 Million

B. Projection of revenues and expenses of the proposed development in a project pro-forma:

See Proforma Parcel R (see Table 5B - Parcel R)

See Proforma Parcel S (see Table 5B - Parcel S)

See Proforma Parcel T (see Table 5B - Parcel T)

C. Explanation of financial arrangements:

The following is a summary of the equity and debt required for the development of Parcels R, S, and T.

Parcel R: Total Project Cost: $6 Million Total Equity: $2.5 Million Total Debt: $3.5 Million

Parcel S: Total Project Cost: $9.5 Million Total Equity: $4 Million Total Debt: $5.5 Million

Parcel T: Total Project Cost: $14.5 Million Total Equity: $6 Million Total Debt: $8.5 Million

5. FEASIBILITY OF PROPOSAL 17 The above reflects the typical size of Troon Pacific’s current construction projects. As with all of our investments, the necessary equity and/or subordinated debt is seeded by Troon Pacific, Inc. and/or its affiliated companies which is later syndicated into larger investment funds. In this case, we are preparing an investment fund entitled Troon Plus for Parcels R and T (Multifamily Rental) and the investment fund entitled UNI SF VII for Parcel S (For Sale). The anticipated overall debt is well within what we have established with one of our primary relationships at First Republic Bank.

Our Investment Funds are comprised of capital relationships that have carefully been cultivated through the many years of real estate development experience.

D. Pprojected sales forecast for any portion of the project to be sold and a pro-forma income and expense projection for the balance of the development:

Parcel R – See Projected Annual Statement of Operations and Summary of Assumptions (see Table 5D - Parcel R) Parcel S – See For Sale Model (see Table 5D - Parcel S) Parcel T – See Projected Annual Statement of Operations and Summary of Assumptions (see Table 5D - Parcel T)

E. Direct and indirect economic benefits to the City:

Broadly speaking, the direct and indirect economic benefits our proposal will bring to the City and County of San Francisco are significant and varied. The range includes temporary jobs from the construction of the project and permanent jobs from employees working in retail spaces. It also includes on-going revenues from sales receipts, rental housing gross receipts, property taxes and much needed affordable housing. Additionally, the spending generated by the residents of the housing will bring added economic benefit. Furthermore, by promoting healthy living, sustainability, and the arts, our proposal will help retain the city’s leadership in these arenas. Finally, because the mix of our proposed development targets different socioeconomic brackets, it has the potential to foster social and professional networking, which may lead to opportunities that will enrich the local and regional economy.

Our proposal would directly benefit the City and County of San Francisco in terms of jobs in the following ways:

Course of Construction (Temporary Jobs)

(a) Anticipate approximate 100 employees working on construction related to the development of each parcel during the course of construction for approximately 14 to 16 months.

(b) On average, we would see approximately a minimum of 35 employees at any given time during the project’s construction.

(c) Our plan anticipates utilizing primarily local companies – including design, marketing, engi- neering, development, and many others – all benefiting the local economy.

18 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 Operations (Permanent Jobs) Following Construction we are providing approximately 20 plus jobs to the local community related to:

(a) The roof top gardens;

(b) Project maintenance;

(c) Property management;

(d) Property operations;

(e) Retail businesses;

(f) Artist Studios; and

(g) Flexible solutions for the fine and performing arts.

On Going Revenues:

(a) Retail sales receipts

(b) Rental housing gross receipts tax

(c) Property taxes

Development Fees:

(a) School fees providing a net benefit (estimated at over $100,000).

(b) Market & Octavia Affordable Housing Fee will provide funds for increasing the supply of the city’s affordable housing (estimated at over $450,000).

(c) Market & Octavia Community Infrastructure Impact fee will provide funds for pedestrian safety, traffic safety and streetscape improvements in the neighborhood (estimated at over $300,000).

(d) Permit Fees (estimated at over $330,000).

Housing

(a) Affordable Housing. Approximately 17% BMR units – providing not only 6 units of afford- able housing, but also working on special private partnership and micro units with a focus on Fine and Performing Arts.

(b) Market Rate Housing. Providing much needed market rate housing will help keep rents and home prices from continuing to rise above the levels of affordability for most residents.

2. STATEMENT OF QUALIFICATIONS 19 By offering a unique combination of affordable and market rate housing, retail space and artist studios, which supports growth for the small businesses in Market and Octavia, our plan directly impacts San Francisco employees who live and work in our city.

Equally important is that our plan addresses the need to support fine arts and local performing artists who may have faced challenges in staying in San Francisco as rents are high and affordable housing is scarce. Our plan is unique in many ways because it supports the art initiatives, which are important to the City of San Francisco.

Indirectly, this project demonstrates sustainability and healthy living can coexist in an urban setting. One of the innovative facets of this plan is its potential to provide methods of sustain- ability through rooftop gardens and alternative means of transportation. San Francisco welcomes innovation and the project demonstrates innovation through design, healthy living standards, and green standards of transportation.

F. Concurrence of key participants in the development:

Please see the following letters from three of our preferred project consultant relationships – they include:

The Concord Group – Residential rental and sales

The Mark Company – Residential rental and sales

Azari Group Property Management – Retail/commercial flex rental

20 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 ______Memorandum Project #: 14126.00 To: Troon Pacific, Inc. From: The Concord Group Date: April 2014 Re: Unit Mix and Absorption Validation Memorandum for a Residential Apartment Development in the Hayes Valley Neighborhood of San Francisco, California ______

Troon Pacific, Inc. (“Troon”) is currently in the process of responding to the City of San Francisco’s Request for Proposals for the development of three lots in the Hayes Valley neighborhood of San Francisco. Pursuant to this RFP response, Troon requires a high level third party verification of the proposed development program.

The following memorandum outlines the market opportunity and context of the Hayes Valley development and provides a summary evaluation of the proposed development program.

Proposed Building Program

 Troon’s proposed development plan for the three parcels consists of 36 units in the following configuration: . Parcel R1 (Rental) – two studio units, four one-bedroom units, and two two-bedroom townhome units. . Parcel T1 (Rental) – twelve studio units and twelve two-bedroom units. . Parcel S (For Sale) – four two-bedroom townhome units. . Six units at Parcel T1 will be offered below market rate. See the tables below for detail on the proposed product array and pro-forma rents/prices for market rate units only: Octavia - Parcel R1 Mix Unit Base Rents Plan # % Size Rent $/sf A1 - Flat 2 25% 581 $2,950 $5.08 B1 - Loft 4 50% 749 3,450 4.61 2 - TH 2 25% 1,311 5,100 3.89 8 100% 848 $3,738 $4.41

Octavia - Parcel T1 Mix Unit Base Rents Plan # % Size Rent $/sf S1 3 17% 408 $2,400 $5.88 S2 2 11% 415 2,400 5.78 S3 4 22% 415 2,400 5.78 B2 2 11% 1,027 4,300 4.19 B3 3 17% 1,110 4,550 4.10 B3 4 22% 1,221 4,850 3.97 18 100% 777 $3,514 $4.52

Octavia - Parcel S Mix Unit Base Price Plan # % Size Price $/sf 2X2 TH 2 50% 2,246 $2,470,600 $1,100 2X2 TH 2 50% 2,550 2,805,000 1,100 4 100% 2,398 $2,637,800 $1,100

Troon Pacific Page 1 April 2014 14126.00 The Concord Group

 Given its location in Hayes Valley, the Subject Site will have the opportunity to present a unique residential offering in a core San Francisco neighborhood with close proximity to leading job cores, public transportation adjacency, and access to top of the line retail and neighborhood amenities.  Hayes Valley has a limited future supply of residential product relative to other San Francisco neighborhoods, such as Central Market and SoMa. The proposed project for the Subject Site is relatively small and should encounter no lease-up or sales obstacles in the current market.

SITE OPPORTUNITIES AND CONCLUSIONS

Rental Positioning  Proposed rents at the Subject Site fall in line with other high-end San Francisco comparables and fully within the range of affordable rents for the core competitive market demand pool. See below for the rent positioning of the Subject Site (Black Icons) versus all other local comparables:

$5,800

$5,600 Color-Coded by Neighborhood: $5,400 Red = Pacific Heights Orange = Nob Hill $5,200 Yellow = Mission Green = SoMa $5,000 Light Blue = Potrero/Dogpatch Blue = Central Market $4,800 Purple = Mission Bay Pink = Other San Francisco $4,600

$4,400

$4,200

$4,000 MonthlyRent $3,800

$3,600

$3,400

$3,200

$3,000

$2,800

$2,600

$2,400

$2,200 300 400 500 600 700 800 900 1,000 1,100 1,200 1,300 1,400 1,500 Unit Size (Sq. Ft.) Parcel R1 Proposed Program Parcel T1 Proposed Program 2000 Post (1987, 98%) 2130 Post St (1969/2013, 100%) AVA Nob Hill (1990, 99%) The Terraces Apartments (1979/2010, 95%) Geary Court Apartments (1989/2013, 95%) Etta (2013, 78%) Vara (2013, 96%) 38 Dolores (2013, 93%) Rincon Green (2012, 98%) 388 Beale Street (1999, 97%) SoMa Square (form. Archstone South Market) (1989, 95%) SoMa at 788 (2000, 92%) The Paramount (2001, 100%) SOMA Residences (2000, 97%) Arc Light (2012, 97%) 550 18th Street (2009, 98%) Potrero Launch (2012, 97%) NeMa - North (2013, 50%) NeMa - South (2013, 99%) AVA 55 Ninth (2013, 26%) Argenta (2008, 96%) Fox Plaza (1965/2013, 98%) Trinity Place - 1188 (2010, 96%) Trinity Place - 1190 (2013, 90%) The Lofts at Seven (2013, 97%) Venue (2013, 37%) Avalon at Mission Bay North (2004, 99%) Edgewater (2007, 97%) Strata at Mission Bay (2009, 95%) Carmel Rincon (1989, 95%) Bayside Village (1988, 99%) Channel Mission Bay (2013, 48%) Venn (2013, 75%) Pacific Terrace (2013, 100%) The Fillmore Center (1989/2013, 98%)

 As seen above, planned rents at the Subject Site fall closely in line with somewhat proximate comparables NeMa and Vara. Subject Site also roughly in line with Avalon at Mission Bay North.  Rents at the Subject Site are positioned at a discount to comparables at the top of the market, such as Carmel Rincon, Arc Light, and the larger units at 38 Dolores. These comparables command the highest rents in the market due to superior location and construction type. . On average, planned rents at the Subject Site are positioned 3% above rents at NeMa, 3% below rents at Vara, and 16% below rents at Arc Light. . Planned rent premiums versus existing CMA comparables are supportable given the site’s location in a premiere residential neighborhood with convenient access to job cores, shopping, and numerous neighborhood amenities. Troon Pacific Page 2 April 2014 14126.00

The Concord Group

Rental Unit Mix  In total, the proposed rental program across two parcels is 42% studios, 15% one-bedrooms, and 42% two- bedrooms.  Based on the nature of demand, affordability, as well as the current stock of rental units available in the market, the unit mix will be supportable.

For Sale Positioning  Proposed prices for units at the Subject Site fall near the top of the market. See below for the rent positioning of the Subject Site (Black Icons) versus select actively selling and resale communities:

3,000,000

2,900,000 BASE PRICES

2,800,000 Color-Coded by Location/Status: 2,700,000 Red = Actively Selling Green = Recently Sold Out 2014 2,600,000 Orange/Yellow = Recently Sold Out 2013

2,500,000 Solid Icons = Currently Selling or Recently 2,400,000 Sold Out Comps Hollow Icons = Key Resale Communities Select L3M Closings 2,300,000

2,200,000

2,100,000 Recently Sold Out 2,000,000

1,900,000 Actively Selling 1,800,000

1,700,000

Base Price Base 1,600,000

1,500,000

1,400,000

1,300,000

1,200,000

1,100,000

1,000,000

900,000

800,000

700,000 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 2,600 2,800 3,000 Home Size (SF) Marlow (Condo, 7.42) Linea (Condo, 13.00) Blanc (Condo, 4.47) The Century (Condo, 7.49) 616 20th St (Condo, --) 3500 19th St (Condo, 5.68) 750 2nd Street (Condo, 0.97) The Heights (Condo, 3.38) 200 Dolores (Condo, 8.41) Icon (Condo/TH, 3.36) Candlestick Cove (TH, 2.03) 300 Ivy (Condo, 8.79) The Madrone (Condo, 16.62) 2020 Ellis Phase 1 (Condo, 1.84) 411 Valencia (Condo, 3.46) Millwheel 616 16th St 2068 3rd St 700 Illinois 818 Van Ness (Artani) 2012 Closings 200 Brannan 235 Berry ST Arterra Madrone Radiance The Beacon The Brannan Parcel S Proposed Program L3M Resales Recently Built Condo Resales

 As seen on the above graph, the townhome units proposed for the Subject Site are significantly larger and at a higher price point than units at any actively-selling or recently sold out condo community but are in- line with expected per square foot values of a townhome product type in this market.  Given the townhome product type and attractive location within a core San Francisco neighborhood, these units will offer an attractive opportunity to buyers looking for the larger unit size product types that are currently lacking in the urban core market. As such, these units will be able to pull from an exceptionally large demand pool of high-elasticity buyers and should present no absorption challenges.  Despite the lack of comparable product currently trading in the market, the pricing proposed for the units at the Subject Site is supportable for the following reasons: . Since January 1, 2014, the majority of units greater than 2,200 square feet in size that have sold in San Francisco are much older (average year built of 1934) and located in the outer neighborhoods of the city. Units at the Subject Site will command a significant premium over these older units due to superior location and vintage.

Troon Pacific Page 3 April 2014 14126.00

The Concord Group

. In typical markets, price per square foot reduces as units get larger. This trend has not been shown in the comparable communities of San Francisco. This is partly due to the influx of very high income households whose demand for residential units is relatively inelastic, especially for large unit sizes. The proposed pricing at the Subject Site ($1,100 per square foot) is feasible given the amount of high-income demand in the market.

* * * * This assignment was completed by Tyler Patton under the direction of Tim Cornwell. We have enjoyed working with you on this assignment and look forward to our continued involvement with your team. If you have any questions, please do not hesitate to call.

Troon Pacific Page 4 April 2014 14126.00

April 1, 2014

Gregory R. Malin Troon Pacific Inc. 100 Montgomery Street Suite 715-A San Francisco, CA 94104-4310

Reference: Hayes Valley Parcels R, S, T Pricing Endorsement

Dear Greg,

Based on recent strong sales of condominiums in Hayes Valley, market rate sales assumptions of $1,125 to $1,200 per square foot for parcels R, S and T are achievable revenue estimates. In current market conditions, absorption would be strong at the above mentioned prices.

Several examples support these revenue assumptions. First, 300 Ivy achieved a price per square foot of $1,073 based on 47 publicly recorded sales. 300 Ivy began sales in March 2013, and had placed most units into contract by November 2013. Since sales began in early 2013, there has been strong appreciation in San Francisco residential real estate, so today’s prices would likely be higher than $1,073 per square foot. Second, The Century, which began sales in January 2014, has closed 11 out of 22 units (according to public records), with an average price per square foot of $1,154. The Century is located at 2200 Market Street, in a similar location that may be negatively impacted by its proximity to Market Street.

Although recorded closed sale data is not yet available, list prices from Marlow (approximately $1,090 per square foot) and Linea (approximately $1,060 per square foot) provide further support for the pricing assumptions at the subject site. Linea is located in a similar Market Street location, and Marlow is located in an inferior Van Ness location, compared to the subject site.

Erin Kennelly Senior Director of Research The Mark Company

March 31, 2014

Gregory R Malin Chief Executive Officer Troon Pacific, Inc. 100 Montgomery Street Suite 715-A San Francisco, CA 94104-4310

Re: Proposed Rents/Local Market Trends

Dear Mr. Malin,

We completed a market analysis through our main sources LoopNet and CoStar, to ensure that your proposed retail and commercial rents for the proposed project are in line with current market trends. Your proposed rents discussed are as follows:

Space Type: Retail spaces (Two spaces, at 542 square feet each) Proposed Rent: NNN - $4.25 per square foot per month Location: Parcel R; Between Oak St. and Lily St. One space faces Oak St.; the other space faces Lily St.

Space Type: Sub-dividable space, at 776-1,032 square feet Proposed Rent: NNN - $4.00 per square foot per month Location: Corner of Page St. and Rose St.

Space Type: Sub-dividable space, at 1,565-2,152 square feet Proposed Rent: NNN - $4.00 per square foot per month Location: Parcel T; Between Rose St. and Page St. Faces Page St. and Octavia St.

After diligent research we confirm that that your proposed rents are definitely in line with the local market rents. Please do not hesitate to contact me if you have any questions.

Best regards,

Eugenia A Mantzoros

Eugenia A. Mantzoros Chief Operations Officer Azari Property Management

Cell (415)710-4284 | Office (415)772-1977 x106 | www.azaripm.com | [email protected] 521 Gough Street, San Francisco, CA 94102 FOR REFERENCE ONLY

THE FOLLOWING WAS SUBMITTED AS PART OF OUR PROPOSAL FOR PARCELS R & S 6. ARCHITECTURE AND URBAN DESIGN 6. ARCHITECTURE AND URBAN DESIGN

A. Architecture and Urban Design Approach:

The project buildings have been designed to become good neighbors within Hayes Valley, com- plementing the existing buildings in terms of scale, orientation, and massing. Like many of the other buildings that will adjoin these parcels, they will be relatively small, street-oriented, well crafted and will express the value that the neighborhood places on livability and sustainability.

David Baker Architects and Roma Design Group, along with Troon Pacific, Inc. will encourage a competition of local emerging architects who will associate on the parcels to provide organic design diversity. The goal is to sponsor creativity, find and support emerging talent, and use the development teams’ extensive experience in urban design and master planning to ensure a cohe- sive, thoughtful typology that is compatible with the fine grain of the Hayes Valley Urban Fabric.

Even before the project is built and during construction, attention will be given to construction approaches and staging that minimize the impact on neighbors. We propose the possibility of maintaining Parcel S as a construction staging area to minimize impacts on neighbors and on the public until Parcels R and T are built. We are going to look at factory-built modular units to minimize the amount of time and on-site construction disturbance, particularly on Parcel R as well, where feasible. Our proposed program of residential will help to support other retail uses in the neighborhood and our flex space, home office and retail uses will help to create an attractive location between other neighboring residential and commercial buildings and Octavia Boulevard. Our landscaped roof gardens will support birds, bees and butterflies that will contribute to the ecological richness to other landscaped areas in the neighborhood. The mate- rials and treatments of the buildings, including the green wall and the architectural design will create an attractive completion to Octavia Boulevard which will be of significant benefit to the surrounding area and the neighborhood as a whole.

B. Conceptual Drawings and Perspective Renderings:

Please see following floor plans, elevations and renderings for each of the parcels, R, S and T.

C. Specific Architectural Approach and Design Elements:

Parcel R, on Octavia between Oak and Lily, features a band of housing anchored at both corners by engaging retail spaces. At ground level, these retail spaces flank two two-story townhouses, entered directly from the street as private residences. Studio flats top the retail spaces, one on either side, and above all a four-unit level of loft homes round out the residential spaces. Above the center lofts, a communal roof deck is shared by the eight residences in the building. Two open-air green stairs, one on either side of the building, provide access to the studio, and loft units and the rooftop deck.

6. ARCHITECTURE AND URBAN DESIGN 21 This creative combination of diverse housing types creates the possibility for a diverse range of residents in the building and provides housing for a range of people in the neighborhood.

Between the high-ceilinged retail spaces, the two townhouses are faced with wood and enhanced with greenery and climbing vines to bring visual richness to the streetscape and to distinguish them as individual homes. Above, the bulk of the building is clad in tapered metal panels that create a subtly dynamic pattern of angles and reflection. These west-facing units feature angled pop-out bays that minimize the direct westerly sun.

Parcel S, between Lily and Page Street, brings a very different architecture to a site that is almost identical in size to Parcel R. It will feature a handsome row of four tall, narrow townhouses. On either end, the corner units will be larger and include private garages with entries into the units. Each townhouse is three full levels and includes a mezzanine “bonus space” partially bisecting the towering living room level. Each unit has a private roof deck entered through a penthouse staircase, and visually separated from the adjacent decks.

These townhouses are distinctly clad in variations of Minerit panels, each having an individual color palette and pattern within a materials family. The end townhouses feature multi-story living walls that bring greenery and interest to the façade. Glass stair towers feature decorative slats covered with climbing vines to balance privacy and transparency.

Parcel T, between Page and Rose, is on the downslope of the hill arising from Market Street. The largest of the three sites, Parcel T will feature a prominent retail space at the corner. The 15-foot ceiling will be ideally scaled for an airy neighborhood café. This elevation will feature three “flex” units designed for creative live and/or work uses, each with an individual entry from the street. The street level will also accommodate the entry to a below-grade garage and an entrance lobby for the building’s 24 residential units.

Above the flex and retail spaces, four floors of housing include three two-bedroom and three studio units per level. This building features a dynamic and playful façade of articulated Corten panels set off by extensive streetside plantings. These plantings are both an amenity for the resi- dents and a contribution to passers-by, who will be approaching the building for its retail oppor- tunities—which could include a local bakery, a “mom and pop store”, and a bike shop. The diversity of units in this building will attract families and single residents.

D. Design relationship between project and neighboring buildings:

The project buildings have been designed to become good neighbors within Hayes Valley, complementing the existing buildings in terms of scale, orientation, and massing. Like many of the other buildings that will adjoin these parcels, they will be relatively small, street-oriented, well crafted and will express the value that the neighborhood places on livability and sustainability. Even before the project is built and during construction, attention will be given to construction approaches and staging that minimize the impact on neighbors. We propose the possibility of maintaining Parcel S as a construction staging area to minimize impacts on neighbors and on the public until Parcels R and T are built. We will look at factory-built modular units to mini-

22 TROON PACIFIC - DEVELOPER PROPOSAL: APRIL 4, 2014 mize the amount of time and on-site construction disturbance, particularly on Parcel R, where feasible. Our proposed program of residential will help to support other retail uses in the neigh- borhood and our flex space, home office and retail uses will help to create an attractive loca- tion between other neighboring residential and commercial buildings and Octavia Boulevard. Our landscaped roof gardens will support birds, bees and butterflies that will contribute to the ecological richness of landscaped areas in the neighborhood. The materials and treatments of the buildings, including the green wall and the architectural design will create an attractive comple- tion to Octavia Boulevard which will be of significant benefit to the surrounding area and the neighborhood as a whole.

2. STATEMENT OF QUALIFICATIONS 23 Troon Pacific, Inc. 21307 scale: date: 2014.04.01 T1 david baker + partners Parcels R, S, T STUDY Lot T - Rendering PAGE ST

PUZZLE LIFT 45' - 10" 2 STACKS @ FRONT 3 STACKS @ BACK 3' - 3" 4' - 6"

2-Bedroom

RETAIL

18 STAIR STAIR Studio 45' - 11"

Studio OAK ST. STAIR STAIR PARKING OCTAVIA BLVD Studio LOBBY 14' - 0"14' - 0" 14' - 0" 14' - 0" 22' - LILY ST.

ELV. - 0" 120' ELV. SERVICES ELV. 11' - 0"11' - 0" 13' -

PAGE ST. FLEX 2-Bedroom OCTAVIA BLVD. 34' - 0" 34' - STAIR

FLEX STAIR

ROSE ST.

MECH. / CAR 7" 41' - FLEX SERVICES LIFT CAR STAIR LIFT 2-Bedroom STAIR EXIT 22' - 0" 22' - 4' - 0" 3' - 3"

ROSE ST 1 T- BASMENT 2 T Level 1 3 T- Upper levels 1" = 20'-0" 1" = 20'-0" 1" = 20'-0"

Troon Pacific, Inc. 21307 scale: As indicated date: 2014.04.01 T2 david baker + partners Parcels R, S, T STUDY Lot T - Floor Plans 55'-0"

43'-6"

34'-0"

24'-6"

15'-0"

Troon Pacific, Inc. 21307 scale: date: 2014.04.01 T3 david baker + partners Parcels R, S, T STUDY Lot T - Elevations Gross Floor Area (LOT R) Gross Floor Area (LOT S) Gross Floor Area (LOT T) Usage Floor Area Townhouse 1 CAR LIFT 528 SF Ground floor 508 SF CIRCULATION 3128 SF FLATS 1163 SF ~ 581 SF Each LEVEL 2 - Living and Kitchen 778 SF FLEX 1032 SF LOFTS 2358 SF ~ 589 SF Each MEZ 215 SF PARKING 3845 SF LOFTS' MEZ 679 SF ~ 160 SF Each PARKING 270 SF RESIDENTIAL 18379 SF RETAIL 1084 SF ~ 542 SF Each Top Floor 778 SF RETAIL 1565 SF STAIRS 1200 SF 2550 SF SERVICES 988 SF TOWNHOUSE 2325 SF ~ 1162 SF Each Townhouse 2 VERTICAL CIRCULATION 3182 SF TOWNHOUSE Mez. 298 SF ~ 149 SF Each Ground floor 679 SF Grand total 32647 SF Grand total 9106 SF LEVEL 2 - Living and Kitchen 679 SF MEZ 208 SF Retail / Flex spaces: Gross Unit Area @ each Floor (LOT T) Top Floor 679 SF 2 Retail space 542 SF each 2 Bedroom (south) 1110 SF 2246 SF 2 Bedroom (middle) 1027 SF Residential Units: Townhouse 3 2 Bedroom (north) 1221 SF 2 two-bedroom townhouses 1,311 SF each Ground floor 679 SF 2 Studio Flats 581 SF each Studio A 415 SF LEVEL 2 - Living and Kitchen 679 SF 4 Lofts 749 SF each Studio A 415 SF MEZ 208 SF Studio B 408 SF Retail, Flex, Green stair area percentage of the ground floor: Top Floor 679 SF 4595 SF 50% 2246 SF Retail/Flex spaces: Townhouse 4 1 Retail space 1,565 SF Ground floor 508 SF Octavia Frontage: 3 Flex spaces ~344 SF each 41% Retail, 18% Entry & Green stair, 41% Res. frontage and LEVEL 2 - Living and Kitchen 778 SF entry w/ green walls MEZ 215 SF Residential Units: Oak & Lily Frontage: PARKING 270 SF 4 2 Bedroom (South) 100% Retail 4 2 Bedroom (Middle) Top Floor 778 SF 4 2 Bedroom (North) 2550 SF 8 Studio A Grand total 9591 SF 4 Studio B Flex spaces: 24 2 Flex/office space @ TH 1,4 330 SF each 2 Flex/office space @ TH 2,3 495 SF each Retail & Flex area percentage of the ground floor: Residential Units: 56% 4 townhouses Octavia Frontage: Flex area percentage of the ground floor: 80% Retail & Flex spaces , 11% Res Lobby, 9% 81% Services w/ green wall Page Frontage: 87% Retail, 13% Stair Rose Frontage: Octavia Frontage: 52% Car entry, exit passage, stair, 48% Flex space 70% Flex space , 30% Res entry Lily & Page Frontage: 55% Flex Res./Office, 45% Parking

Troon Pacific, Inc. 21307 scale: date: 2014.03.31 A 8 david baker + partners Parcels R, S, T STUDY Lots R,S,T Floor Area Troon Pacific, Inc. 21307 scale: date: 2014.04.01 G1 david baker + partners Parcels R, S, T STUDY Bird eye View Troon Pacific, Inc. 21307 scale: date: 2014.04.01 G2 david baker + partners Parcels R, S, T STUDY Overall Elevation FOR REFERENCE ONLY

THE FOLLOWING WAS SUBMITTED AS PART OF OUR PROPOSAL FOR PARCELS R & S Troon Pacific, Inc. 21307 scale: date: 2014.04.01 R1 david baker + partners Parcels R, S, T STUDY Lot R - Rendering OAK ST.

23' - 3"

LOFT FLAT RETAIL UP

24' - 10" RETAIL

MEZ. 10' - 2" 10' -

MEZ. TOWNHOUSE LOFT TOWNHOUSE MEZ. 25' - 0" 25' -

OAK ST. 120' - 0" 120'

MEZ. TOWNHOUSE MEZ.

LOFT OCTAVIA BLVD.

25' - 0" 25' - TOWNHOUSE

LILY ST.

STAIR 10' - 2" 10' -

PAGE ST. MEZ.

OCTAVIA BLVD. RETAIL

RETAIL

FLAT

24' - 10" LOFT ROSE ST.

LILY ST.

1 R LEVEL 1 4 R - TH - MEZ 2 R Level 2 3 R Level 3 5 R - LOFT- MEZ 1" = 20'-0" 1" = 20'-0" 1" = 20'-0" 1" = 20'-0" 1" = 20'-0"

Troon Pacific, Inc. 21307 scale: As indicated date: 2014.04.01 R2 david baker + partners Parcels R, S, T STUDY Lot R - Floor Plans 3' - 6" - 3' R Roof 48' - 0" 12' - 0" - 12'

LOFT LOFT LOFT LOFT R - LOFT- MEZ 36' - 0" 9' - 0" - 9' R Level 3 27' - 0" FLAT FLAT 10' - 0" - 10' R Level 2 17' - 0" 8' - 6" - 8' R - TH - MEZ RETAIL TOWNHOUSE TOWNHOUSE RETAIL 8' - 6" 8' - 6" - 8' R Level 1 0' - 0"

Troon Pacific, Inc. 21307 scale: 1/16" = 1'-0" date: 2014.04.01 R3 david baker + partners Parcels R, S, T STUDY Lot R - Elevation - Section Troon Pacific, Inc. 21307 scale: date: 2014.04.01 S1 david baker + partners Parcels R, S, T STUDY LOT S LILY ST. 24' - 9"

P L

32' - 0" 32' - K MEZ.

UP

L

K

28' - 0" 28' - MEZ.

OAK ST. OCTAVIA BLVD. 120' - 0" 120'

MEZ. K LILY ST. 28' - 0" 28' -

L

PAGE ST. OCTAVIA BLVD.

MEZ. K

ROSE ST. 0" 32' - P L

PAGE ST.

1 S Level 1 2 S Level 2 3 S Mez. 4 S Level 3 1" = 20'-0" 1" = 20'-0" 1" = 20'-0" 1" = 20'-0"

Troon Pacific, Inc. 21307 scale: As indicated date: 2014.04.01 S2 david baker + partners Parcels R, S, T STUDY Lot S - Floor Plans 3'-6" S ROOF 39' - 0" 11'-0" S Level 3 28' - 0" 9'-0" S Mez. 19' - 0" 9'-0" S level 2 10' - 0" 10'-0" S Level 1 0' - 0"

Troon Pacific, Inc. 21307 scale: 1/16" = 1'-0" date: 2014.04.01 S3 david baker + partners Parcels R, S, T STUDY Lot S - elevation - section 7. PROJECT SCHEDULE PARCELS R,S AND T David Baker Architects Project Schedule

ID Task Name Duration Start Finish Predecessors 2016 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug 1 COMPETE NEGOTIATION 90 days Thu 5/1/14 Wed 9/3/14 90 days 5/1 COMPETE NEGOTIATION

2 PARCEL R 632 days Thu 9/4/14 Fri 2/3/17 632 days 9/4 PARCEL R

3 ENTITLEMENTS 5 mons Thu 9/4/14 Wed 1/21/15 1 5 mons 9/4 ENTITLEMENTS

4 SCHEMATIC DESIGN 30 days Thu 1/22/15 Wed 3/4/15 30 days 1/22 SCHEMATIC DESIGN

5 50% SCHEMATIC DESIGN 15 days Thu 1/22/15 Wed 2/11/15 3 15 days 1/22 50% SCHEMATIC DESIGN 6 100% SCHEMATIC DESIGN 15 days Thu 2/12/15 Wed 3/4/15 5 15 days 2/12 100% SCHEMATIC DESIGN 7 DESIGN DEVELOPMENT 50 days Thu 3/5/15 Wed 5/13/15 50 days 3/5 DESIGN DEVELOPMENT

8 50% DD 25 days Thu 3/5/15 Wed 4/8/15 6 25 days 3/5 50% DD

9 100% DD 25 days Thu 4/9/15 Wed 5/13/15 8 25 days 4/9 100% DD 10 CONSTRUCTION DOCUMENTS 90 days Thu 5/14/15 Wed 9/16/15 90 days 5/14 CONSTRUCTION DOCUMENTS

11 50% CD's 45 days Thu 5/14/15 Wed 7/15/15 9,8 45 days 5/14 50% CD's

12 80% CD 25 days Thu 7/16/15 Wed 8/19/15 11 25 days 7/16 80% CD 13 Complete CD's 20 days Thu 8/20/15 Wed 9/16/15 12 20 days 8/20 Complete CD's 14 BIDDING & NEGOTIATION 30 days Thu 9/17/15 Wed 10/28/15 13 30 days 9/17 BIDDING & NEGOTIATION

15 PERMITTING 240 days Thu 4/30/15 Wed 3/30/16 240 days 4/30 PERMITTING

16 PERMIT REVIEW (SITE PERMIT) 6 mons Thu 4/30/15 Wed 10/14/15 8FS+15 6 mons days 4/30 PERMIT REVIEW (SITE PERMIT)

17 PERMIT REVIEW (ADD 1-STRUCTURE) 3 mons Thu 10/15/15 Wed 1/6/16 16,11 3 mons 10/15 PERMIT REVIEW (ADD 1-STRUCTURE) 18 PERMIT REVIEW (ADDENDUM 2 - 6 mons Thu 10/15/15 Wed 3/30/16 12,16 6 mons ARCHITECURE, MEP) 10/15 PERMIT REVIEW (ADDENDUM 2 - ARCHITECURE, MEP) 19 START CONSTRUCTION 0 days Fri 1/8/16 Fri 1/8/16 17FS+2 days,14 1/8 START CONSTRUCTION

20 CONSTRUCTION 14 mons Mon 1/11/16 Fri 2/3/17 19 14 mons 1/11 CONSTRUCTION

21 PARCEL S 772 days Thu 9/4/14 Fri 8/18/17 1 772 days 9/4 PA

22 ENTITLEMENTS 5 mons Thu 9/4/14 Wed 1/21/15 1 5 mons 9/4 ENTITLEMENTS

23 SCHEMATIC DESIGN 20 days Thu 1/22/15 Wed 2/18/15 20 days 1/22 SCHEMATIC DESIGN

24 100% SCHEMATIC DESIGN 20 days Thu 1/22/15 Wed 2/18/15 22 20 days 1/22 100% SCHEMATIC DESIGN 25 DESIGN DEVELOPMENT 40 days Thu 2/19/15 Wed 4/15/15 40 days 2/19 DESIGN DEVELOPMENT

26 50% DD 20 days Thu 2/19/15 Wed 3/18/15 24 20 days 2/19 50% DD 27 100% DD 20 days Thu 3/19/15 Wed 4/15/15 26 20 days 3/19 100% DD 28 CONSTRUCTION DOCUMENTS 85 days Thu 4/16/15 Wed 8/12/15 85 days 4/16 CONSTRUCTION DOCUMENTS

29 50% CD's 45 days Thu 4/16/15 Wed 6/17/15 27 45 days 4/16 50% CD's

Task Rolled Up Task Split Inactive Milestone Manual Summary Rollup External Tasks Critical Task Rolled Up Critical Task External Tasks Inactive Summary Manual Summary External Milestone Project: R,S,T RFP Schedul Milestone Rolled Up Milestone Project Summary Manual Task Start-only Progress Summary Rolled Up Progress Group By Summary Duration-only Finish-only Deadline

Page 1 PARCELS R,S AND T David Baker Architects Project Schedule

ID Task Name Duration Start Finish Predecessors 2016 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug 30 80% CD 20 days Thu 6/18/15 Wed 7/15/15 29 20 days 6/18 80% CD

31 Complete CD's 20 days Thu 7/16/15 Wed 8/12/15 30 20 days 7/16 Complete CD's 32 BIDDING & NEGOTIATION 30 days Thu 8/13/15 Wed 9/23/15 31 30 days 8/13 BIDDING & NEGOTIATION

33 PERMITTING 240 days Thu 4/2/15 Wed 3/2/16 240 days 4/2 PERMITTING

34 PERMIT REVIEW (SITE PERMIT) 6 mons Thu 4/2/15 Wed 9/16/15 26FS+10 6 mons days 4/2 PERMIT REVIEW (SITE PERMIT) 35 PERMIT REVIEW (ADD 1-STRUCTURE) 3 mons Thu 9/17/15 Wed 12/9/15 29,34 3 mons 9/17 PERMIT REVIEW (ADD 1-STRUCTURE)

36 PERMIT REVIEW (ADDENDUM 2 - 6 mons Thu 9/17/15 Wed 3/2/16 30,34 6 mons ARCHITECURE, MEP) 9/17 PERMIT REVIEW (ADDENDUM 2 - ARCHITECURE, MEP) 37 START CONSTRUCTION 0 days Wed 12/9/15 Wed 12/9/15 32,35 12/9 START CONSTRUCTION

38 CONSTRUCTION 12 mons Mon 9/19/16 Fri 8/18/17 37,19FS+7 12 mons mons,56FS+8 9/19 CO mons 39 PARCEL T 692 days Thu 9/4/14 Fri 4/28/17 692 days 9/4 PARCEL T

40 ENTITLEMENTS 5 mons Thu 9/4/14 Wed 1/21/15 1 5 mons 9/4 ENTITLEMENTS

41 SCHEMATIC DESIGN 30 days Thu 1/22/15 Wed 3/4/15 30 days 1/22 SCHEMATIC DESIGN

42 50% SCHEMATIC DESIGN 15 days Thu 1/22/15 Wed 2/11/15 40 15 days 1/22 50% SCHEMATIC DESIGN 43 100% SCHEMATIC DESIGN 15 days Thu 2/12/15 Wed 3/4/15 42 15 days 2/12 100% SCHEMATIC DESIGN 44 DESIGN DEVELOPMENT 80 days Thu 3/5/15 Wed 6/24/15 80 days 3/5 DESIGN DEVELOPMENT

45 50% DD 40 days Thu 3/5/15 Wed 4/29/15 43 40 days 3/5 50% DD

46 100% DD 40 days Thu 4/30/15 Wed 6/24/15 45 40 days 4/30 100% DD 47 CONSTRUCTION DOCUMENTS 110 days Thu 6/25/15 Wed 11/25/15 110 days 6/25 CONSTRUCTION DOCUMENTS

48 50% CD's 55 days Thu 6/25/15 Wed 9/9/15 45,46 55 days 6/25 50% CD's

49 80% CD 25 days Thu 9/10/15 Wed 10/14/15 48 25 days 9/10 80% CD

50 Complete CD's 30 days Thu 10/15/15 Wed 11/25/15 49 30 days 10/15 Complete CD's 51 BIDDING & NEGOTIATION 30 days Thu 11/26/15 Wed 1/6/16 50 30 days 11/26 BIDDING & NEGOTIATION

52 PERMITTING 240 days Thu 5/28/15 Wed 4/27/16 240 days 5/28 PERMITTING

53 PERMIT REVIEW (SITE PERMIT) 6 mons Thu 5/28/15 Wed 11/11/15 45FS+20 6 mons days 5/28 PERMIT REVIEW (SITE PERMIT)

54 PERMIT REVIEW (ADD 3 mons Thu 11/12/15 Wed 2/3/16 48,53 3 mons 1-STRUCTURE) 11/12 PERMIT REVIEW (ADD 1-STRUCTURE) 55 PERMIT REVIEW (ADDENDUM 2 - 6 mons Thu 11/12/15 Wed 4/27/16 49,53 6 mons ARCHITECURE, MEP) 11/12 PERMIT REVIEW (ADDENDUM 2 - ARCHITECURE, MEP) 56 START CONSTRUCTION 0 days Fri 2/5/16 Fri 2/5/16 51,54FS+2 days 2/5 START CONSTRUCTION

57 CONSTRUCTION 16 mons Mon 2/8/16 Fri 4/28/17 56 16 mons 2/8 CONSTRUCTION

Task Rolled Up Task Split Inactive Milestone Manual Summary Rollup External Tasks Critical Task Rolled Up Critical Task External Tasks Inactive Summary Manual Summary External Milestone Project: R,S,T RFP Schedul Milestone Rolled Up Milestone Project Summary Manual Task Start-only Progress Summary Rolled Up Progress Group By Summary Duration-only Finish-only Deadline

Page 2 8. PROPOSAL EXECUTION CORPORATE STATUS

ADDITIONAL INFORMATION ON CONSULTANTS AND STRATEGIC PARTNERS 346 POTRERO AVE SAN FRANCISCO, CA

SIZE: Trumark Urban will develop a new 9-story condominium building 95,000 SF located in the Mission Neighborhood of San Francisco.

COST: Holmes Culley explored preliminary options of a heavy timber Confidential structural system for this mid-rise building but due to constraints in schedule and the goals of the project schedule a traditional COMPLETION: structural scheme was elected. Estimated 2015 The nine story residential tower is designed with a regular stacking ARCHITECT: design of studios, one, two and three bedroom apartments. The BDE Architecture building spans to three property lines and is set slightly back from the street front. The building will house 72 residential units. The DEVELOPER: basement is designed to have stacked automobile parking, bicycle Trumark Urban storage, individual residential storage space and an electrical utility room. A roof deck and balconies provide access to outdoors. CONTRACTOR: Build Group Inc. Holmes Culley is working to bring the project to market at a rapid pace to take advantage of a robust housing market. 2155 WEBSTER STREET SAN FRANCISCO, CA

SIZE: The building formerly housed the University of the Pacific, Dugoni 160,000 SF School of Dentistry, designed by SOM in 1964. This concrete structure will be retrofited and renovated to become a premier Perspective View from the corner of Fillmore and Sacramento 2155 WEBSTER STREET | TRUMARK URBAN | HANDEL ARCHITECTS LLP COST: residence in the heart of the Fillmore District of Lower Pacific Confidential Heights. The sixty-six luxury market rate condominiums will also have a parking level below street level. COMPLETION: Estimated 2015 Holmes Culley is working to preserve the elegance and simplicity of the existing eight story structure. The existing building has a robust ARCHITECT: structural system to take the gravity load but requires additional Handel Architects structural work to provide lateral resistance. The structural design is sensitive to meet the developer’s goals of maximizing the square DEVELOPER: footage for sale and spend construction dollars wisely on minimal Trumark Urban structural interventions. Multiple structural options were explored with the developer and architectural team so that the overall CONTRACTOR: advantageous option for the holistic project may be adopted. Plant Construction The heavy precast concrete facade will be removed, lightening the structure and allowing for contemporary high-performance curtain wall facade. Expansive city views will provide the backdrop for these urban dwelling units.

March 31, 2014

Gregory R Malin Chief Executive Officer Troon Pacific, Inc. 100 Montgomery Street Suite 715-A San Francisco, CA 94104-4310

Re: Meeting, March 28, 2014 Azari Property Management Services

Dear Mr. Malin,

Thank you for meeting with Mario Banuelos, our V.P. of Operations, Mark Bush, our V.P. of Business Development, and myself, to discuss Azari Property Management and the services we provide. It was truly a pleasure to meet you to learn about your visions and discuss how our services may work well with those visions.

Our knowledge and expertise in the real estate industry on many levels adds value to our clients and those with whom we partner on projects. We count with a great team of licensed agents who specialize in leasing and real estate sales. We are very active in the real estate community as well as the general business community.

The following are examples of organizations of which we are members and executive positions that individuals in our company currently hold or have held:  San Francisco Association of Realtors (SFAR)  California Association of Realtors (CAR)  National Association of Realtors (NAR)  Chinese Real Estate Association of America (CREAA) o Current Board Member  Women’s Council of Realtors (WCR) o San Francisco Chapter (2009 Treasurer, 2011 President, 2014 Past- President serving on the Board) o San Mateo Chapter (2014 President-Elect)  San Francisco Chamber of Commerce

Cell (415)710-4284 | Office (415)772-1977 x106 | www.azaripm.com | [email protected] 521 Gough Street, San Francisco, CA 94102

o Serving on Small Business Advisory Council  Professional Property Management Association (PPMA)  San Francisco Apartment Association (SFAA)  National Association of Women Business Owners (NAWBO) o Past Board Member  Hayes Valley Neighborhood Association

Azari Property Management also holds the following certifications:  Local Business Enterprise (LBE) o San Francisco County o San Mateo County  Green Business Certified – Gold Level

We are also proud to have received the following awards:  Top 100 Fastest Growing, privately held companies in the Bay Area, awarded for 2012 by San Francisco Business Times  Top 100 Women Owned Businesses in California, awarded for 2012 by DiversityBusiness.com  Entrepreneur of the Year, awarded 2012 to Manzar Azari by Women’s Council of Realtors, San Francisco Chapter

For your further information, I hold a certificate for Community Association Management and have represented buyers and sellers for Below Market Rate (BMR) units in San Francisco.

We look forward to hearing the results of your RFP. If you have any questions do not hesitate to contact me.

Best regards,

Eugenia A Mantzoros

Eugenia A. Mantzoros Chief Operations Officer Azari Property Management

Cell (415)710-4284 | Office (415)772-1977 x106 | www.azaripm.com | [email protected] 521 Gough Street, San Francisco, CA 94102

To Whom It May Concern,

We are encouraged to join the Troon Pacific team and their goals to i) stimulate local retail in the Hayes Valley Community, ii) for sustainable development, and iii) their commitment to traffic reduction in their proposed project. We very much appreciate and support Troon Pacific’s commitment to these mutual goals, and are proud to join their team.

Upon Troon Pacific, Inc.’s successful bid for the Central Freeway Parcels R, S and T – we have agreed to work together to help us fulfill SoSF’s goal to expand our successful Bike Tour business to also include a Bike Café (this expansion may be a new separate company) serving the local community of Hayes Valley. SoSF are professional bicycle guides, world travelers, adventurous backpackers, bicycle tourists, and culinary connoisseurs. We’ve lived and worked around the world, and we understand the value of experiencing local culture and getting off the beaten track.

To this end, we support Troon Pacific’s proposal for these parcels, and applaud their commitment to Hayes Valley, and specifically their support for small local businesses. “Ubane wellness”, sustainability and healthy living all fit in with my company’s vision, and offers a unique opportunity for promoting commuting around the City via bicycles. Because of that, I believe we fit well into the project we discussed, not to mention, having a bike friendly café promotes healthy living for the residents of San Francisco, and a sense of socialization and community in Hayes Valley.

Therefore, SoSF and Troon Pacific have agreed to work together to implement our desire to expand our local Hayes Valley Bike Guide operation to also have a bicycle friendly local Café. We have agreed that the terms, location, configuration, rent, etc. will be subject to the final terms and conditions of the agreement reached with the City of San Francisco.

Thank you for including us as a partner and supporter of your response to the City of San Francisco, Central Freeway Parcels R,S and T Request for Proposal; and we are wishing Troon Pacific the best in achieving the winning bid from the City.

Most Sincerely,

Daniel Watson-Weller Co-Founder Streets of San Francisco Bike Tours 370B Linden Street, San Francisco, CA 94102 (415) 400-9927

HAYES VALLEY Stay connected with your buyer, wherever they are.

Important news and updates are always up-front and center.

Let them explore your neighborhood and get up- to-date information about you and the surrounding community.

Make it easier than ever for your potential buyers to contact you, directly from their mobile device.

Extend the reach of your brand using the power of mobile. March 18, 2014

Sarah Mansoori Octavia Community Development, LLC. c/o Troon Pacific, Inc. 100 Montgomery St, Ste 715-A San Francisco, CA 94104

Dear Sarah Mansoori,

This letter represents City CarShare’s interest in participating in Octavia Community Development’s project in Hayes Valley covering San Francisco Parcels ‘R’ 838-35, ‘S’ 838- 35, and ‘T’ 838-22 as a carshare and electric bikeshare provider.

City CarShare is the only Bay Area nonprofit organization that offers transit-oriented and environmentally friendly carsharing services that makes vehicles available to drivers on a per-use basis, 24 hours per day, 365 days per year at unattended locations. City CarShare’s mission is to provide convenient, affordable access to green transportation options in order to have a measurable impact on the way our communities live, breathe, work, and play.

City CarShare is interested in continuing to work with Octavia Community Development regarding the integration of carshare and electric bikeshare into the project, giving both residents and nearby neighborhood and community members access to affordable, green transportation options.

We look forward to working with you.

Sincerely,

Emily Van Gulik Community Relations Associate

CityCarShare.org Get Mobilized.

April 4, 2014

Re: Public Art Program for Hayes Valley Project

To Whom It May Concern:

The San Francisco Arts Commission commends the team of Troon Pacific for their commitment to providing on site public art at the Hayes Valley Project although the project is not subject to the 1% for Art in private development requirement. Troon Pacific has approached the San Francisco Arts Commission to discuss their interest in including a performing and/or visual arts component in their development project that will be publicly accessible. Additionally, Troon Pacific has asked the San Francisco Arts Commission to curate and manage such a program for them should they be selected to realize the Hayes Valley Project.

We are excited about the possibility of incorporating a rotating outdoor art exhibition space to enliven the Market Octavia urban landscape and create public interest in the project. With this approach, the Hayes Valley Projects will have the benefit of a dynamic art program that will change over time. This is an important opportunity as well for the Arts Commission to have a venue in which to realize the broader vision of art activation that was the impetus for the Public Art Trust legislation and Planning Code change. Troon Pacific, Inc. will be among the first developers to voluntarily invest in a program for San Francisco which will increase exposure and opportunities for artists who live and work in our City.

Troon Pacific’s desire to include public art in the Hayes Valley Projects will provide multiple opportunities to educate the public about art. The numerous temporary installations that have occurred citywide have been extremely well received. The Hayes Valley community has more than demonstrated their commitment to public art through their several year series of temporary sculptures in Patricia’s Green. Public art will always stimulate debate and discussions while simultaneously beautifying our City.

The San Francisco Arts Commission is very excited about Troon Pacific’s proposed voluntary art program and about having the opportunity to curate and manage the program if the Troon Pacific team is selected.

Very truly yours,

Jill Manton Director, Public Art Trust and Special Initiatives

April 3, 2014

To Whom It May Concern,

I am excited about the opportunity to work with Troon Pacific on the development of Parcels R, S, & T in Hayes Valley. Habitat Horticulture was founded to bring the green back to the urban landscape and into daily life for city dwellers. We design, install and carefully maintain vertical gardens with the guiding principle that plants provide essential nourishment and vitality to our environment and foster the well-being of our community.

The current design of the development includes several large vertical gardens that will face onto Octavia which we think is a great way to pay tribute and homage to the community garden that exists on the building site today. We look forward to working on this project.

Sincerely,

David Brenner Principal

2001 Fillmore St. STE 3 -San Francisco, CA 94115 p.415.684.8555 - e. [email protected] Contractors Lic.#983686 CA JUST ONE TREE 783 Buena Vista West San Francisco 94117 A project of Urban Resource Systems, a 501©3 organization

To Whom It May Concern

Just One Tree was excited to learn about the opportunity to become a contributing team member in the proposed development of Parcels R, S, & T in Hayes Valley by Troon Pacific. Our organization is dedicated to helping San Francisco become the first American City to be self-sufficient in a tree crop with a goal of planting a total of 12,000 lemon trees in the city. Most of these lemons will be planted in private spaces due to the lack of open space in San Francisco, the second most dense city in America. The proposed development by Troon Pacific would be a great opportunity for us to get involved at a larger scale of planting than individual home yards.

The Just One Tree program would be a great fit for the Wellness Rooftop Garden that is planned with community access. I’m also excited about the green and sustainable elements of the project, and I’m impressed with the green features of this proposal that are a plus for the neighborhood (which I know well since my office was around the corner), as well as the environment. I understand the project will be installing exterior significant vertical green-wall elements, all of which help in carbon sequestration, reducing heat gain, promoting biodiversity, as well as helping to attract hummingbirds, bees and butterflies that will support other gardening and landscape efforts in the community.

I look forward to working with Troon Pacific on this development project.

Sincerely,

Isabel Wade, Ph.D.

President, Urban Resource Systems

HRC FORMS AND INFORMATION

ADP totAlSoURCE®

Summary Plan Description

HR. Payroll. Benefits. Table of Contents

INTRODUCTION 3 A. Eligibility 4

B. How to Enroll 5

C. Your Beneficiary 5

D. Salary Deferrals 6

E. Compensation 8

F. Rollover Contributions 9

G. Employer Contributions 9

H. After-Tax Contributions 9

I. Vesting 9

J. Investment of Plan Assets 10

K. Loans 11

L. Withdrawals Prior to Termination of Employment 13

M. Distribution at Termination of Employment 14

N. Required Benefit Commencement 15

O. Assignment of Benefits 15

P. Contribution Limits 15

Q. Right to Employment 16

R. Claims Procedure 16

S. Amendment and Termination of Plan 17

T. Statement of ERISA Rights 17

U. ERISA Information 19

Este documento es un resumen del plan de jubilación de nuestra compañía. Para asistencia en español, llame al Centro de Servicios al Empleado (“CSE”) de ADP TotalSource entre las 8:00 a.m. y las 10:00 p.m. (hora del este). Los números de teléfono del CSE son: (800) 554-1802 o (800) 670-8881 Introduction

ADP TotalSource Group, Inc. (the “Company”) maintains the ADP TotalSource Retirement Savings Plan (the “Plan”) for eligible employees of employers that have adopted the Plan. The Plan is a defined contribution plan that is intended to be a “multiple employer” plan as described in Section 413 of the Internal Revenue Code (the “Code”).

Numerous employers have adopted the Plan for the benefit of their eligible employees. The employers that have adopted the Plan are referred to in this Summary Plan Description (the “Summary”) as the Employers or individually as the Employer. Your Employer has adopted the Plan for its eligible employees. You will be provided with a summary (“Plan Highlights”) of certain elective features of the Plan that apply to your Employer’s Plan, as elected by your Employer in its Plan Adoption Agreement. This Summary describes general features of the Plan, and is supplemented by the Plan Highlights applicable to your Employer.

The Plan is a type of plan commonly known as a 401(k) plan. It is intended to encourage and assist you in saving for retirement through the ability to make pre-tax contributions and post-tax Roth contributions (if applicable) to the Plan. The retirement benefit that you receive from the Plan will depend on both the amounts contributed to the Plan by you and, if applicable, by your Employer on your behalf and on the investment performance of the amounts in your account.

The Administrative Committee of the ADP TotalSource Retirement Savings Plan is the Plan Administrator. You may contact the Plan Administrator through the Company’s Employee Service Center at (800) 554-1802 or (800) 670-8881.

The Company has retained ING Institutional Plan Services, LLC (“ING”) as the recordkeeper for the Plan. The recordkeeper is responsible for maintaining records with respect to employees’ accounts in the Plan and effecting participant Plan investment elections. The recordkeeper also performs administrative functions such as processing loan and withdrawal requests. The functions performed by the recordkeeper are discussed in more detail throughout this Summary.

This Summary and the associated Plan Highlights are not meant to interpret, extend, or change the Plan in any way. Any questions that are not answered in these documents should be referred to a representative of the Plan Administrator. If there is any inconsistency between the Plan as described in this Summary and the Plan document itself, the terms of the Plan document will govern. Copies of the Plan document are available for your inspection from the Plan Administrator during regular working hours.

Please read this Summary carefully. If any details are not clear, or if you have any questions, please contact the Employee Service Center (ESC) at (800) 554-1802 or (800) 670-8881.

Summary Plan Description 3 Revised June 2013 A. ELIGIBILITY You are eligible to participate in the Plan if you are an eligible employee of your Employer. For these purposes, the following employees are not eligible to participate in the Plan: • Leased employees. • Non-resident aliens with no United States source income. • Members of collective bargaining units (unless the collective bargaining agreement expressly provides for inclusion of the employee). • Individuals who are not classified by an Employer as common-law employees (even if any such individual is treated as an employee under common-law employment principles, or if a court or administrative agency determines retroactively that such an individual has been a common-law employee of the Employer and not an independent contractor). • Individuals who are not reported on the United States payroll reports of the Company. • Any other employment classification excluded by your Employer in its Plan Adoption Agreement. If you are an employee who is eligible to participate in the Plan, you will become a participant once you have attained age 21 and you have completed the service requirement elected by your Employer. (Please see the Plan Highlights to determine the service requirement elected by your Employer for Plan participation.) If your Employer has elected in its Adoption Agreement a Year of Service requirement for purposes of Plan eligibility, this means completion of at least 1,000 “Hours of Service” during either your first twelve consecutive months of employment, or during any plan year that begins during or after your first twelve consecutive months of employment. (The Plan’s plan year is the calendar year). If your Employer does not maintain hourly records with respect to your employment, you will be credited with 45 Hours of Service for any week in which you complete at least one Hour of Service. Hours of Service include hours credited for vacation, personal time, holiday, sickness, disability, layoff, jury duty, military duty, or Leave of Absence. However, no more than 501 Hours of Service will be granted for any single period of absence (other than approved leaves of absence and certain military leaves). If your Employer has elected a three-month service requirement for purposes of Plan eligibility, this means that you have been employed for a period of at least three months, beginning with your date of employment. If you are an eligible employee and you have met the Plan’s eligibility requirements, you will be able to enroll in the Plan as of the first of the month following the month in which you satisfy the Plan’s eligibility requirements. Your deductions will begin as of the first check in that month, or as soon as administratively practicable thereafter depending on the timing of when you enroll in the Plan. See Section B (HOW TO ENROLL) for more information. You should note that if you are simultaneously employed by more than one Employer that has adopted the Plan, you are only eligible to participate in the Plan with respect to the Employer with whom you were first employed, unless you elect to participate with respect to the second Employer pursuant to procedures established by the Plan Administrator, or you execute a valid waiver with respect to participation in the Plan through such first Employer. In the case of such election or waiver, you may be eligible to participate with respect to the second Employer.

Summary Plan Description 4 Revised June 2013 B. HOW TO ENROLL Before you become eligible to participate in the Plan, you will receive a password issued by ING. The password will be mailed to you in a security envelope. With this password, you can enroll in the Plan either over the telephone by calling (855) 646-7549 or over the Internet at https://adptotalsource.ingplans.com. If you do not elect to make salary deferrals and your Employer makes basic contributions on your behalf, you should still enroll to choose investment funds as provided below. When enrolling, you must make the following decisions: • Designate the amount, if any, you wish to contribute to the Plan on a pre-tax basis from 1% to 100% of your annual compensation, in whole percentages. If the plan adopted by your Worksite Employer also permits post-tax Roth contributions, you may also designate the amount you wish to contribute as a Roth contribution in whole percentages. • Choose the investment funds in which you wish to have your contributions invested. • Specify the percentage of your contributions to be allocated to each investment fund selected. You should also ensure that you have designated one or more beneficiaries for your Plan account, as described below, via the Internet at https://adptotalsource.ingplans.com. The percentage of your annual compensation that you elect to contribute to the Plan will remain in effect until you either cancel your contributions or change the amount you wish to contribute. Canceling or changing your contribution percentage can be accomplished either over the telephone or over the Internet.

C. YOUR BENEFICIARY You should name a beneficiary at the time you first enter the Plan. This is the person or entity that will be paid the proceeds of your account upon your death. If you are married, your beneficiary is your surviving spouse at the time of your death, unless your spouse consents to your designation of another person or entity as named beneficiary in writing, properly witnessed by a notary public or Plan representative. In this event, the proceeds of your account will be paid to the beneficiary you have so designated. For all purposes under this Summary, “spouse” means a person of the opposite sex who is a husband or wife. If you are unmarried, you may name whomever you wish to be your beneficiary. However, your beneficiary designation will be revoked if you are later married (or remarried), at which time your spouse will become your beneficiary. As mentioned in the preceding paragraph, though, you may name another person or entity to be your beneficiary if your spouse consents to your designation in the manner described in the preceding paragraph. Whether you are married or unmarried, your beneficiary designation may be superseded by a qualified domestic relations order (“QDRO”) that designates an alternate payee. See Section O (ASSIGNMENT OF BENEFITS) for more information on QDROs.

Summary Plan Description 5 Revised June 2013 D. SALARY DEFERRALS You may elect to contribute an amount of up to 100% (in whole percentages and subject to limits prescribed by law) of your eligible compensation each payroll period on a pre-tax basis. This means that these contributions are not subject to Federal income tax when you contribute them to the Plan. They are, however, subject to withholding for Social Security and/or Medicare (FICA) taxes, and may be subject to state taxes depending on where you live. These contributions are known as “salary deferrals.” As described above, the amounts you elect to contribute to the Plan are not subject to Federal income tax. As a result, your after- tax pay is greater when saving in the Plan than if you save the same amount outside of the Plan. Following is an illustration of the current tax savings for a person earning $25,000 a year and saving 10% of his or her salary on a pre-tax basis, compared with saving 10% of salary on an after-tax basis (for example, putting the money in a savings account). Note that the example does not take other tax exemptions and exclusions into account:

Saving on a pre-tax basis Saving on an after-tax basis through the Plan outside the Plan Gross Income $ 25,000 $ 25,000 Salary Deferral $ 2,500 $ 0 (10% - untaxed) Taxable Income $ 22,500 $ 25,000 Federal Tax (assume 15% bracket) $ 3,375 $ 3,750 After-tax Income $ 19,125 $ 21,250 After-tax Savings $ 0 $ 2,500 Spendable Income $ 19,125 $ 18,750

this individual’s spendable income increases by $375 as a result of saving through the Plan.

You may also elect to make Roth elective deferrals into the Plan if this is permitted by the plan adopted by your Worksite Employer. To determine whether you may elect to make Roth elective deferrals, please review your Plan Highlights and/or the applicable Adoption Agreement. A Roth elective deferral is an elective deferral that is treated as includible in your income at the time you would have received that amount in cash had you not made a deferral election. A Roth elective deferral is made in lieu of all or a portion of the pre-tax salary deferrals that you are otherwise eligible to make under the Plan and the combined amount cannot exceed 100% of your eligible compensation. Roth elective deferrals are credited and debited to the separate Roth elective deferral subaccount maintained within your salary deferral account. Roth elective deferrals are made on an after-tax basis (i.e., the contributions are deposited in the Plan after taxes are paid on it). Once contributed to the Plan, your Roth elective deferrals will grow tax-free. This means that upon distribution from the Plan, you will not be liable for Federal income tax on your Roth elective deferrals, or for the earnings on your Roth elective deferrals, provided the distribution (i) occurs at least five years after the year in which you first made Roth elective deferrals to the Plan, and (ii) occurs after you have attained age 59½, or as a result of your disability or death. You may change your contribution percentage at any time. Any change that you make will become effective as soon as is practicable following the date you applied to make the change. In addition, you may suspend your contributions at any time.

Summary Plan Description 6 Revised June 2013 By law you are not allowed to defer more than a certain dollar amount each year under this Plan or any other cash or deferred arrangement. This amount is determined by the Internal Revenue Service, and may be increased each year based on cost of living adjustments. The maximum amount that you can currently contribute to the Plan is as follows, and is determined based on whether your Plan is a regular 401(k) plan or a SIMPLE 401(k) plan:

Year Maximum 401(k) Deferral Maximum SIMPlE Deferral 2013 $17,500 $12,000

If you are eligible to make salary deferrals and you have attained or will have attained age 50 by the end of the calendar year, you are also eligible to make additional “catch-up contributions” to the Plan in excess of the limits described above (or any other limits applicable under the Plan). The amount of catch-up contributions that you are eligible to make each year is illustrated below, and is determined based on whether your Plan is a regular 401(k) plan or a SIMPLE 401(k) plan:

Year 401(k) Catch-Up Contribution SIMPlE Catch-Up Contribution 2013 $5,500 $2,500

If your Employer elects to make matching contributions to the Plan under its Adoption Agreement, these contributions will be made based on your salary deferrals and any catch-up contributions you may make. See the Plan Highlights to determine if your Employer has elected to make matching contributions.

Summary Plan Description 7 Revised June 2013 E. COMPENSATION The Plan uses a special definition of “compensation” for purposes of the Plan. This definition applies when determining the amount of your own salary deferrals and also when allocating any contributions that your Employer elects to make. (See the Plan Highlights for more information on Employer contributions.) Unless otherwise noted in the Plan Highlights, the term “compensation” means the taxable compensation paid to you by your Employer, including any salary deferrals you make to this Plan, to a Section 125 plan, to a Section 129 plan, to a Section 403(b) annuity, or to a Section 457 plan, and also any qualified transportation fringes under Section 132(f)(4) of the Internal Revenue Code that are paid to you. Compensation also includes differential wage payments paid to you while you perform qualified military service. Your compensation does not include any of the following items, even if paid to you by your Employer: reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation, taxable welfare benefits, amounts realized from the exercise of stock options (both qualified and non-qualified), and other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the employee). Compensation also excludes severance pay and all contributions by your Employer to funded non-qualified deferred compensation plans that are not subject to a substantial risk of forfeiture, and any compensation paid to you for periods prior to your Employer’s adoption of this Plan. In addition, your Employer will elect in its Adoption Agreement whether compensation will include for purposes of your participation in the Plan “bonuses” or “commissions” (which status will be evidenced by the payroll practices or records of the Employer). If your Employer adopted, prior to January 1, 2004, a SIMPLE 401(k) plan, the definition of compensation used by the Plan differs from that described above. If you participate in a SIMPLE 401(k) plan and would like additional information on what the Plan’s definition of compensation is, you should contact the Plan Administrator. If you are self-employed, your compensation means your net earnings from self employment determined under Code Section 1402(a), prior to subtracting any contributions made under this Plan on your behalf. When determining contributions under the Plan, your compensation is counted as follows: (A) with respect to your salary deferrals, only during the portion of the Plan Year for which you are eligible to make salary deferrals, (B) with respect to matching contributions that are made on a “per payroll period” basis, only during the portion of the Plan Year for which you are making salary deferrals, (C) with respect to matching contributions that are made on a “plan year end” basis, only during the portion of the Plan Year for which you are eligible to make salary deferrals (regardless of whether you actually elect to do so for the entire period) and (D) with respect to other Employer contributions, only during the portion of the Plan Year for which you are eligible for such contributions. By law, the amount of compensation that may be taken into consideration for Plan purposes is limited. In 2013, this limit is $255,000. This limit may be adjusted by the IRS in future years.

Summary Plan Description 8 Revised June 2013 F. ROLLOVER CONTRIBUTIONS If you are eligible to participate in the Plan and receive a distribution from another eligible retirement plan or Individual Retirement Account (“IRA”), you may be eligible to roll that distribution over to this Plan either via a direct transfer from the other eligible retirement plan or IRA, or by manually providing a check to the Plan Administrator. All rollover contributions are subject to the consent of the Plan Administrator and the rules and procedures established by the Plan Administrator, including the requirements to provide substantiating documentation, as requested by the Plan Administrator, that the trust from which the funds are to be transferred permit the transfer to be made and that, in the determination of the Plan Administrator such transfer will not jeopardize the tax-exempt status of the Plan or trust or create adverse tax consequences for the Company or your Employer. All rollover contributions must be made in cash; however, a loan from another plan may not be rolled over into the Plan. You should note that your rollover contributions (if any) are not eligible for matching contributions, if your Employer has elected to make matching contributions. You should also note that rollovers of accumulated deductible employee contributions from a Simplified Employee Pension Plan are not permitted.

G. EMPLOYER CONTRIBUTIONS Your Employer may make contributions to the Plan other than matching contributions. If your Employer has elected to make these contributions, the Plan Highlights will describe the amount and timing of these contributions.

H. AFTER-TAX CONTRIBUTIONS You are not permitted to make after-tax contributions (other than Roth elective deferrals) to the Plan. However, in certain cases in the discretion of the Plan Administrator, the Plan will accept the transfer in of after-tax contributions that were made to another plan if that other plan is merged with this Plan. Any after-tax contributions will be accounted for separately from other contributions made under the Plan and will be subject to distribution, loan and withdrawal restrictions as if such amounts were salary deferral amounts under the Plan.

I. VESTING You are always 100% vested in your salary deferrals and amounts (if any) that you have rolled over into the Plan (and all earnings on these contributions). This means that you are always entitled to receive 100% of these amounts, when permitted to take a distribution under the Plan in accordance with the Plan’s distribution requirements described in Sections L and M of this Summary. If your Employer elects to make contributions to the Plan, those contributions may be subject to a vesting schedule. The vesting schedule applied to your Employer’s contributions, if any, (and any earnings on these contributions) is described in the Plan Highlights. If you are not already 100% vested in your entire account and while you are employed by an Employer you attain your normal retirement age, you die, or you are terminated due to a disability which qualifies you for Social Security disability benefits, you will become 100% vested at that time. For Plan purposes, your normal retirement age is age 65. If you terminate your employment before you are 100% vested in your account, the non vested portion of your account will be forfeited as soon as is practicable after the earlier of the date you incur five consecutive one-year breaks in service or the date you receive a distribution of the entire vested portion of your account. For these purposes, you will incur a one-year break in service in any calendar year in which you are not credited with more than 500 Hours of Service. Forfeitures, if any, will be used in the manner specified under the Plan. If you are reemployed before incurring five consecutive one-year breaks in service and you pay back to the Plan the full amount of the distribution attributable to Employer contributions before the earlier of five years after the date of your reemployment or the date you incur five consecutive one-year breaks in service following the date of the distribution, then your forfeited amount (if any) will be restored to you.

Summary Plan Description 9 Revised June 2013 J. INVESTMENT OF PLAN ASSETS All contributions made to the Plan on your behalf are held under an insurance contract issued by an insurance company or in a trust and are invested in accordance with your instructions among one or more investment funds selected by the “Investment Committee” established under the Plan. You may choose where your account will be invested on a daily basis. The investment options available under the Plan are listed in the Plan Highlights. Any such investment elections or transfers must be made by following the procedures established by ING or the applicable investment fund manager (which may include restrictions on the availability of transfers, and minimum or maximum investment or transfer amounts for any particular investment fund or funds), and may be changed from time to time. Also, please note that the Investment Committee, Plan Administrator, ING, or the investment fund manager may place restrictions on the frequency or amount of any fund trading, including restrictions required to prevent excessive trading. You will be notified if you are affected by any of these restrictions. In some cases, appropriate costs associated with the administration of the Plan will be charged to or, if advanced by the Company (or an affiliate of the Company), reimbursed from the Plan’s trust. Generally, such expenses will be charged to the Plan’s trust as a whole, allocated to individual Participant Accounts in a manner determined by the Plan Administrator. However, costs associated with an action that is directly attributable to your Plan account will be allocated in their entirety to your Plan Account. Currently, the following expenses are charged directly to the accounts of affected participants: • $50 Loan initiation fee when processed electronically • $100 Loan initiation fee when processed via paper form • $40 Distribution fee on all distributions except installments and return of contributions relating to testing results and IRS limits • $100 Annual fee charged to participants who invest in the self-directed brokerage account. There may also be transaction fees within the self-directed brokerage account based on the investments selected by the participant. • $25 Fee per expedited delivery of checks and/or other documents to participants • $450 Qualifications of Domestic Relations Orders (this includes up to 2 reviews and a final qualification; additional reviews will result in a new fee) • $ 125 Subpoena Processing/Joinder All of the investment fund options in the Plan are subject to the risks and rewards associated with securities markets. There is a chance for gain as well as loss. More detailed information on these funds is available at https://adptotalsource.ingplans.com or the fund fact sheets that are updated periodically. These documents describe the investment objectives and risk/return characteristics for each fund. They also discuss the type and diversification of assets making up the investment portfolio and identify the fund’s investment manager. Please note that you are solely responsible for the selection and monitoring of your investment funds. Neither ING, the Investment Committee, the Plan Administrator, nor the Company or the Employers (including any officer, employee or agent of the Company or any Employer) is empowered to advise you as to the manner in which your Plan account shall be invested. You should select investment funds based on your overall goals taking into account that the investment risk and expected rate of return varies among the funds and, if possible, you should discuss your investment plans with a qualified investment advisor. You should evaluate the investment options available under the Plan in the same way you would evaluate any investment to determine whether you are comfortable with the investment risk and expected rate of return. The Plan is intended to constitute a plan under the Employee Retirement Income Security Act of 1974 (“ERISA”) Section 404(c) and Title 29 of the Code of Federal Regulations Section 2550.404c-1. Consequently, the fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by you or your beneficiaries. You are urged to read the literature describing each investment fund prior to making any investment decision. Remember, you will bear the full impact of any losses as well as any gains of the funds you choose.

Summary Plan Description 10 Revised June 2013 Your account will be adjusted daily to reflect any gains and losses attributable to the amounts in your account. You will receive a quarterly statement (which may be in electronic form) showing your individual account balance, including all contributions made on your behalf and income earned since the previous statement. Changes in your investment elections must be submitted directly to ING through their normal procedures. You may contact them at (855) 646-7549 or via website at https://adptotalsource. ingplans.com for assistance.

K. LOANS If you are a participant in the Plan and are actively co-employed by your Employer and the Company, you may request a loan from your account in the Plan. (Note that any safe harbor contributions made by your Employer may not be withdrawn as a loan.) The amount available for borrowing is determined by IRS regulations, the provisions of the Plan, and the Plan’s Loan Policy, as summarized below. Participants who have defaulted on a prior loan from the Plan (or a predecessor plan) are not eligible for a new loan until the defaulted loan is paid in full including any accrued interest. You may request a copy of the Plan’s Loan Policy from the Plan Administrator, free of charge, at any time. By taking out a loan, you are in effect borrowing from yourself and paying back to yourself without paying taxes. The interest and principal that you repay go back into your account. Unless changed by the Plan Administrator, the interest charged on your loan will be equal to one percent above the prime rate (as published in the Wall Street Journal), determined as of the 1st of the month prior to the loan origination date; however, if you are performing service in the uniformed services of the United States, the interest rate on the loan will not exceed six percent (6%), compounded annually, while you are performing such service. Interest charged on your loan is generally not tax-deductible. (You should consult with your tax advisor if you have specific questions about the deductibility of interest on your Plan loan.) You may have only two loans outstanding at the time. The minimum amount of a loan that you may receive is $1,000. The maximum amount of a loan that you may receive is the lesser of: (a) $50,000 reduced by the highest outstanding loan balance from the Plan to you during the one-year period ending on the day before the date on which the current loan is made, or (b) 50% of the value of your vested account in the Plan. Plan loans cannot have a repayment period that exceeds five years from the date of the loan. However, if your loan is to be used for the purchase of your principal residence, the repayment period for the loan may be up to ten years. In addition, your repayment period may be extended for leaves of absence due to qualified military service as provided in the Plan’s loan procedures and policies, as described more fully below. Loan repayments must be made through payroll deduction. Loan repayments for Self Employed Individuals (“SEI’s”) that do not receive W-2 wages or employees that are paid solely through commissions must be made via ACH according to a monthly schedule of substantially level payments. These repayments are allocated to your account based on your current investment election and pro rata to the loan distribution source(s). You can prepay all of your loan at any time, without penalty. You cannot, however, prepay only a portion of your loan, or refinance your loan. If a loan is paid off before the end of the loan term, you may not take out a new loan sooner than fifteen (15) days after the outstanding loan balance of the prior loan was repaid. If you terminate your employment before the entire loan is repaid, full repayment will be required immediately. If you do not repay the entire amount by the end of the calendar quarter following the calendar quarter in which you terminated, the remaining amount of the loan, including accrued interest, will become a taxable distribution to you. You may not request a direct rollover of a loan to another qualified plan.

Summary Plan Description 11 Revised June 2013 Loan repayments can be suspended for a period of six months if you go on an approved leave of absence without pay. If, however, you go on a leave of absence in order to perform military service, your loan repayments will be suspended for the period in which you are absent and performing military duties. Your loan will continue to accrue interest during the time in which loan repayments are suspended. Upon your return to employment, your outstanding loan balance will be re-amortized including the accrued interest. If your leave of absence was not as a result of performing military duties, the re amortized payments will not extend the term of your original loan. Thus, if you received a loan with a five-year repayment period, repay the loan for two years and then go on a six-month leave of absence, your outstanding loan balance, including accrued interest, which would have been repaid over the remaining three years of the loan period, will be re-amortized in order to be repaid over two and a-half years due to the six- month suspension of repayments. If your leave of absence was as a result of performing military duties, payments will be re-amortized over the period of the loan that was left when your repayments were suspended as a result of your performing military duties. Thus, if you repaid three years of a five-year loan and then take a two-year leave of absence to perform military duties, when you return your outstanding loan balance (including interest accrued during your leave) will be re-amortized over the remaining two-year period of the original loan. Immediate repayment is required for loans that have not been repaid within the normal loan period. Any loan with an outstanding balance due 60 days following the loan’s maturity date will be deemed defaulted. In addition, your loan will be deemed to be in default if you fail to make a required repayment when scheduled. If you do not pay off the remaining balance of your loan within 60 days of the loan’s maturity date, or you do not make up a missed repayment by the last day of the calendar quarter following the calendar quarter in which the repayment was missed, your entire outstanding loan balance will be deemed to be a distribution to you. This means that you will pay taxes on the outstanding loan balance. In addition, if you are younger than age 59½, you may be subject to a 10% penalty tax on the amount of the outstanding loan balance including accrued interest. ING’s website can help you model loans. When doing this modeling, the system will determine the maximum amount of a loan that you can request, and will illustrate estimated repayment amounts based on the amount of the loan, the interest charged on the loan, and the repayment period. You should note that approval of a Plan loan may be delayed or disallowed if your account is affected by a QDRO with which the Plan Administrator must comply. In addition, if the Plan Administrator receives credible written notice that a QDRO affecting your account is being sought, it will prohibit you from taking a loan for a reasonable period of time to permit the you and/or an alternate payee to obtain a QDRO. See Section O (ASSIGNMENT OF BENEFITS) for more information on QDROs.

Summary Plan Description 12 Revised June 2013 L. WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT

Withdrawals After Age 59½ You may request a withdrawal of all or any part of your vested accounts at any time after you have attained age 59½. The minimum amount that may be withdrawn in this case is $1,000. If you wish to receive an in-service withdrawal from your account once you have attained age 59½, please contact ING at (855) 646-7549 or via website at https://adptotalsource.ingplans.com.

Hardship Withdrawals If you incur a financial hardship, you may request a withdrawal from the portion of your account that is attributable to your own salary deferrals (excluding any earnings thereon) and from any Employer contributions account in which you are 100% vested (excluding Safe Harbor Employer Contributions). However, you will not be eligible to make hardship withdrawals if the value of your Rollover Account is greater than the amount necessary to alleviate the financial hardship. If you do receive a hardship withdrawal, it will be subject to taxation (and potentially a 10% penalty tax if you are younger than age 59½). A hardship means you have an immediate and heavy need, and you cannot get money to relieve this need from any other sources (including a loan from the Plan). You may not withdraw more than the amount required to meet your immediate and heavy financial need, plus an amount to cover the taxes and any penalties that you will have to pay as a result of receiving a withdrawal from the Plan. An immediate and heavy financial need means that you have a financial need for one of the following reasons: (1) Expenses for (or necessary to obtain) medical care for you, your spouse, or any of your dependents; (2) Costs directly related to the purchase of your principal residence (excluding mortgage payments); (3) Payment of tuition, related educational fees, and room and board expenses for up to the next 12 months of post- secondary education for you, your spouse, your children, or your dependents; (4) Payments necessary to prevent your eviction from your principal residence or the foreclosure on the mortgage of that residence; (5) Payment of burial or funeral expenses for your deceased parent, spouse, children or dependents; or (6) Payment of expenses for the repair of damage to your principal residence that would qualify for the casualty deduction under the tax code. A withdrawal will be deemed “necessary” to satisfy your financial need if, and only if: (i) your withdrawal does not exceed the amount necessary to alleviate your immediate and heavy financial need (the amount of your immediate and heavy financial need may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the withdrawal), and (ii) you have obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by the Adopting Employer (except to the extent that taking a loan will not alleviate the hardship or repaying the loan would create a financial hardship). In the event that you take a hardship withdrawal, you will be suspended from making salary deferrals to the Plan or any other type of pre-tax or after-tax elective contributions to any qualified or non-qualified plan maintained by the Adopting Employer (not including health or welfare benefit plans) for six (6) months following the hardship withdrawal.

Rollover Contributions You may withdraw amounts that you contributed to the Plan as a rollover contribution (and any earnings thereon) at any time by making a request to the Plan Administrator.

Summary Plan Description 13 Revised June 2013 M. DISTRIBUTION AT TERMINATION OF EMPLOYMENT

Eligibility for Distribution You (or your beneficiary, in the event of your death) will be entitled to receive a distribution of the vested amounts in your account when your employment terminates for any reason.

Amount of Benefit The benefit you or your beneficiary will be entitled to receive is equal to the vested balance of your account as of the date the distribution is processed. timing and Form of Distribution When you become eligible to receive a distribution of your Plan benefit you may elect to receive payment of your benefit in one of the following forms: • Lump Sum – This form will provide you with one lump sum equal to the entire value of your vested account in the Plan. • Installment Payments – You may choose to receive your money in equal installment payments over a certain term. You cannot elect a number of installments that exceeds your life expectancy (or the joint and last survivor expectancy of you and your designated beneficiary) at the time installments are to begin. Optional forms of benefit may be modified, if necessary, in order to comply with certain minimum distribution requirements of Federal law. You will be notified if these rules apply to you. Also, the amount of each monthly payment to your beneficiary cannot be more than the amount paid to you. Account Balances of $5,000 or Less – If the present value of your vested account is $5,000 or less, the following rules will apply: • If the present value of your vested account (including any portion attributable to a past rollover contribution) does not exceed $1,000, you will automatically receive payment of your benefit in the form of an immediate lump sum cash payment, without your election. • If the present value of your vested account (including any portion attributable to a past rollover contribution) does not exceed $5,000 and is more than $1,000, then the Plan Administrator will pay the lump-sum payment of such amount as a direct rollover to an individual retirement plan designated by the Plan Administrator, without your election, unless you elect in writing to receive payment in the form of a lump sum. Direct Rollover – You may be eligible to elect a direct rollover of your distribution to an IRA or another qualified plan, to avoid current taxation of your benefit. The Plan will not provide for a direct rollover if the amount of the eligible rollover distribution is reasonably expected to total less than $200 during a year. You should review the detailed information regarding the tax treatment of distributions from the Plan that is provided to you when you terminate employment for more information on direct rollovers.

Summary Plan Description 14 Revised June 2013 N. REQUIRED BENEFIT COMMENCEMENT Payment of your Plan account must be made (or begin to be made) no later than your “required benefit commencement date.” In this case, you must either withdraw your entire account balance, or begin to receive required minimum distributions from the Plan. If you are not a 5% or more owner of your Employer, your required benefit commencement date is the April 1st following the close of the year in which the later of the following occurs: • you attain age 70½; or • you terminate your employment. If you are a 5% or more owner, your required benefit commencement date is the April 1st following the close of the year you attain age 70½.

O. ASSIGNMENT OF BENEFITS As a general rule, your interest in your account may not be assigned or transferred. This means that your interest may not be sold, used as collateral for a loan (except for a Plan loan), given away, or otherwise transferred while you are a participant. However, there is an exception to this general rule. The Plan Administrator may be required by law to recognize obligations you incur as a result of court-ordered child support or alimony payments. If the Plan receives a QDRO that requires the distribution of all or part of your benefits to your spouse, former spouse, child, or other dependent, the Plan Administrator will be required to obey the order. All or a portion of your account, in this event, may be used to satisfy the obligation created by the QDRO. The Plan Administrator has implemented procedures necessary to determine the validity of and to administer QDROs. You and your beneficiaries can obtain, without charge, a copy of the QDRO Procedures from the Plan Administrator. As a part of those procedures, Plan loans, withdrawals, and distributions will be suspended during a period when a domestic relations order has been submitted for review, as is required by law.

P. CONTRIBUTION LIMITS The IRS sets limits on the amounts that may be deposited to your account each year. One of these limits is a flat dollar limit that applies to the amount of your salary deferrals. As discussed in Part E of this Summary, the flat dollar limit in 2013 is $17,500. (If, prior to January 1, 2004, your Employer elected to make SIMPLE contributions to the Plan, the limit is $12,000 instead.) These limits may change each year, and are discussed in further detail in Section D (SALARY DEFERRALS). In addition, if you are eligible to make catch-up contributions as discussed in Section E, you may make an additional catch-up contribution during 2013 of up to $5,500. (The catch-up contribution limit for a Plan that makes SIMPLE contributions is $2,500 in 2013.) After 2013, this amount may be adjusted by the IRS to reflect cost-of-living increases. Limitations are also set by law on the amount (measured as a percent of compensation) of deferrals and matching contributions that may be contributed to the Plan on behalf of highly compensated employees. For these purposes, you are considered to be a highly compensated employee for 2013 if you earned more than $115,000 in 2012 or if you are (or were) a 5% or more owner in 2013 or 2012. If these limitations affect you, you will be notified and the Plan Administrator will take whatever corrective actions are required. Note that these limitations are not applicable in years in which your employer chooses to have the Plan meet certain “safe harbor” standards. In addition to these limits, the IRS has established a limitation on the total amount that may be contributed to your account in one year. This limit applies to the total of contributions you make and any contributions your Employer makes on your behalf. For 2013, the limit is the lesser of 100% of compensation or $51,000. Finally, special rules apply if the Plan becomes “top-heavy.” This Plan will be considered top-heavy if more than 60% of the total Plan assets are in the accounts of “key employees.” Key employees are certain owners and officers of your Employer. If the Plan becomes top-heavy, your Employer may be required to make minimum contributions on your behalf.

Summary Plan Description 15 Revised June 2013 Q. RIGHT TO EMPLOYMENT Participation in the Plan does not give you the right to be retained in the employ of your Employer, nor does it interfere in any way with the right of your Employer to discharge or terminate you at any time. Such discharge or termination shall, however, have no effect on your rights under the Plan that have accrued through your date of discharge or termination.

R. CLAIMS PROCEDURE To receive a retirement benefit, you (or your beneficiary, in the event of your death) must contact ING at (855) 646-7549. If your application for benefits is denied, the Plan Administrator will notify you in writing or electronically of the reasons for the denial within 90 days after receipt of your claim. The Plan Administrator may extend the time for processing your claim up to an additional 90 days provided that, no later than the end of the original 90-day period, the Plan Administrator provides you with written notification of the extension. This notification must indicate the special circumstances that require an extension of time and the date by which the Plan Administrator expects to render the benefit determination. If the extension is required due to your failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the claimant until the date on which you respond to the Plan Administrator’s request for information. If your benefit claim is denied, the notification provided by the Plan Administrator shall contain: • The specific reason or reasons for the claim denial; • Reference to the specific Plan provisions on which the denial is based; • A description of any additional material or information necessary for you to perfect the claim and an explanation of why such material or information is necessary; and • A description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of your right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. If your claim is denied, you or your authorized representative may appeal the decision in writing within 60 days after receiving notification of the denial. During this period, you may submit written comments, documents, records, and other information relating to your claim. In addition, you may be able to request, free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. Within 60 days of your appeal, the Plan Administrator will notify you in writing or electronically of its final decision. In special cases, the Plan Administrator may take up to an additional 60 days to notify you of its final decision, but you will be notified of the delay and the special circumstances requiring the delay. If the extension is required due to your failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the claimant until the date on which you respond to the Plan Administrator’s request for information. If your appeal is denied, the Plan Administrator’s notification of denial will contain: • The specific reason or reasons for the adverse determination; • Reference to the specific Plan provisions on which the determination is based; • Notification that you may receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits; and • A statement of your right to bring a civil action under Section 502(a) of ERISA.

Summary Plan Description 16 Revised June 2013 The Plan Administrator shall serve as the final review committee under the Plan and shall have sole and complete discretionary authority to determine conclusively for all parties, and in accordance with the terms of the documents or instruments governing the Plan, any and all questions arising from administration of the Plan and interpretation of all Plan provisions, determination of all questions relating to participation of eligible employees and eligibility for benefits, determination of all facts, the amount and type of benefits payable to any participant, and construction of all terms of the Plan. Decisions by the Plan Administrator shall be conclusive, final, and binding on all parties and not subject to further review. Also, please note that the Plan’s provisions require that you pursue all your claim and appeal rights described above before seeking any other legal recourse regarding claims for benefits, vesting of benefits, death benefits, or any other claims under the Plan. If you fail to fully exhaust your claim and appeal rights as described above, you will have no right to bring any legal action to recover under the Plan.

S. AMENDMENT AND TERMINATION OF THE PLAN Although the Company intends to continue the Plan indefinitely, the Plan is entirely voluntary and may be amended or terminated by the Company at any time. Such action may be taken by the Company or any of its duly authorized representatives, including the Administrative Committee. If the Plan is terminated for any reason, all benefits under the Plan will stop accruing and you will automatically become 100% vested in your account as of the termination date if you are not already 100% vested. the assets of the trust fund will then be distributed to participants and beneficiaries in a manner chosen by the Plan Administrator.

T. STATEMENT OF ERISA RIGHTS As a participant in the Plan, you are entitled to certain rights and protections under the ERISA. ERISA provides that all Plan participants shall be entitled to: • Receive information about your Plan and benefits. • Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including insurance contracts, and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. • Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated Summary. The Plan Administrator may make a reasonable charge for the copies. • Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA.

Summary Plan Description 17 Revised June 2013 Enforce Your Rights If your claim for a benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Plan review and reconsider your claim within the time frames mentioned in Section R (CLAIMS PROCEDURE). Under ERISA, there are steps you can take to enforce the above rights. For instance, if you have already exhausted your claim and appeal rights and other administrative remedies under the Plan, you may file suit in Federal court in the following cases: • If you request a copy of Plan documents or the latest annual report from the Plan Administrator and you do not receive them within 30 days. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. • If you have a claim for benefits which is denied or ignored, in whole or in part. (For such a claim, you may file suit in a state or Federal court.) • If you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order. • If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, DC 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Summary Plan Description 18 Revised June 2013 U. ERISA INFORMATION

Name of Plan ADP TotalSource Retirement Savings Plan

Plan Year The Plan Year is the calendar year.

Plan Sponsor ADP TotalSource Group, Inc. 10200 Sunset Drive Miami, FL 33173 EIN: 59-2452823 Plan #001

Plan Administrator The Plan is administered by the Administrative Committee of the ADP TotalSource Retirement Savings Plan. The Plan Administrator may be reached at the following address: ADP TotalSource Group, Inc. 10200 Sunset Drive Miami, FL 33173 The Plan Administrator formulates and carries out all rules necessary to operate the Plan. The Plan Administrator makes decisions regarding the interpretation or application of the Plan (and any related documents and underlying policies) and determines all questions as to the rights, benefits, or eligibility of employees, participants, and beneficiaries. The Plan Administrator has full authority to act in its discretion when carrying out the provisions of the Plan. Any decision made by the Plan Administrator in good faith is final and binding on all parties.

Plan trustee ING National Trust One Orange Way, C4N Windsor, Connecticut 06095-4774

Agent for Service of legal Process ADP TotalSource Group, Inc. 10200 Sunset Drive Miami, FL 33173 Legal process also may be served on the Trustee or the Plan Administrator.

Summary Plan Description 19 Revised June 2013 1-800-CAll ADP adp.com

Representative Responsible for Providing Investment Information The Plan Administrator has been designated to provide the information required under ERISA Section 404(c) and, upon request, the following information is available to Plan participants: (i) a description of the annual operating expenses of each investment alternative (including investment management fees, administrative fees, transaction costs, and other costs which may reduce the rate of return of such investment alternative), and a description of the amount of any such expenses expressed as a percentage of average net assets of the investment alternative; (ii) copies of prospectuses, financial statements and reports, and any other relevant materials relating to the investment alternatives available under the Plan to the extent such information is provided to the Plan; (iii) a list of the assets comprising the portfolio of each investment alternative, the value of each such asset (or the proportion of the investment alternative which it comprises), and, with respect to each investment alternative which is a fixed rate investment contract issued by a bank, savings and loan institution or an insurance company, the name of the issuer of the contract, the term of the contract and the rate of return of the contract; (iv) information with regard to the value of shares or units of the investment alternatives, as well as the past and current investment performances of each alternative, determined, net of expenses, on a reasonable and consistent basis; and (v) information with regard to the value of shares or units of the investment alternatives held in your account.

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