Seawall Lot 337

STATEMENT OF DEVELOPER QUALIFICATIONS SEAWALL LOT 337

Submitted by Submitted to the Port of San Francisco February 14, 2008 PRINTED ON RECYCLED PAPER February 14, 2008 BOSTON PROPERTIES, INC. WILSON MEANY SULLIVAN LLC KENWOOD INVESTMENTS LLC San Francisco Port Commission

Attention: John Doll

Port of San Francisco

Pier 1, The Embarcadero

San Francsico, CA 94111

RE: Response to Request for Qualifications for Seawall Lot 337

Dear Port Commissioners:

We are pleased to present to you our preliminary plan for the development of Lot 337, a project that will bring new life to Mission Bay’s “south of channel” neighborhood. Our vision for Lot 337 involves a mixed use neighborhood that celebrates and highlights the arts of San Francisco within a waterfront setting that adopts the historic Pier 48 as its centerpiece. Working from the concept that San Francisco has been, and today even more than before, is a center for great art, whether visual, media, performance or interpretative, we envision Lot 337 as a place for people to create, enjoy, work, live and visit - all with an emphasis on the water. Residents and visitors will come to Lot 337 because they are drawn to the complexities of the experience - arts, sounds, water, and people. New homes can be built that will compliment the area. Jobs will be created. The arts will be our anchor and will be layered throughout our neighborhood. New open space and promenades will highlight the water. Lot 337 will become a place where locals and visitors can experience the best that San Francisco has to offer against the dramatic backdrop of its urban waterfront.

Pier 48 will become the centerpiece of a new working waterfront—only in this millennium it will be a place where art is created and the public is invited to participate. The Black Rock Arts Foundation will be an important collaborator in our project and can play the vital role of working with us in programming Lot 337 for art and artists. We imagine Pier 48 alive with activity, sculptures and painters, musicians and dancers, where large art pieces can be constructed, installations created, and interactive art completed. Ned Kahn, the internationally known environmental artist, and Walter Hood, an award winning Bay Area landscape designer, are other important collaborators with us on this project. Imagine the excitement that a significant piece of environmental art, like a Ned Kahn installation of water, light and fire, would immediately bring to Lot 337, the Mission Bay community and the region as a whole.

Lot 337 will highlight the artist communities of San Francisco in a way that has been long overdue. We propose a gallery walk that begins on Pier 48 and continues west, through the development to Third Street. This vibrant link to the waterfront will link the working artists studios on Pier 48 to galleries, retail, restaurants, bars and the community performance theater on the east end. It will become a weekend destination for artists and art lovers, much like the Ferry Building has become for organics and great food.

Lot 337 will also feature over 5 acres of open space that can include active outdoor performance spaces, more passive art installation locations, gentle walking paths, and serene native bird habitats. The open space program will showcase the San Francisco Giants’ Hall of Famer Willie McCovey statute, and the Junior Giants Field. Our urban waterfront will be programmed to allow for everyone’s use. The mix of opportunities for walkers, bikers, artists, performers, residents and visitors, will help Lot 337 become one of the great districts along the City’s waterfront.

The neighborhood spine of Lot 337 will be the new Third Street rail line. From that central location, connecting Lot 337 to the rest of the City, other active uses will radiate including a new Pier 48 Street and the retail opportunities that flow from it. Additionally, office buildings will be built to support the already growing business of Mission Bay and new retail, including galleries, performance space, bars, restaurants, shopping, and music and art venues of all kinds will be established. New homes will also be built, some low, some high, but throughout new opportunities will be created. Finally, a center for neighborhood performance arts will be found at this site.

Transportation opportunities and parking innovations will be highlighted at Lot 337. Our plan embraces the extensive transit opportunities within the immediate project area. The Third Street Rail is our neighbor, the MUNI 10, 30, 45 and 47 run with great frequency, CalTrain, MUNI Metro and even BART are all within easy walking distance of Lot 337. Given the numerous transit options, proximity to the water and already growing job base in the area, Lot 337 is a place where more and more people will choose to live and visit—it will truly be a place where we can walk, bike or easily ride transit to work or play. Lot 337 is this site.

Of course the San Francisco Giants want to retain the parking, so we have accommodated their needs so that even on game days, demand will not outstrip supply (Wilbur Smith & Associates Memorandum Dated December 3, 2007). Given that data, our plan calls for a program of “shared parking” between the SF Giants, and the mixture of uses that will occur over time at Lot 337.

Lot 337 will create hundreds of new jobs for San Franciscans, both during the construction phase and the permanent built out phases of the project. We would expect to collaborate with the San Francisco Building and Construction Trades Council and other City agencies on hiring issues consistent with applicable City requirements and subject to prevailing wage requirements.

We are submitting twenty (20) numbered sets and an electronic file of this Response, as requested, along with a cashier’s check payable to the Port of San Francisco in the amount of $10,000, representing the Earnest Money De- posit. We look forward to working with the Port, the City and the neighborhood on this exciting new project.

Sincerely,

Bob Pester Chris Meany Darius Anderson

Senior Vice President Partner President

Boston Properties, Inc. Wilson Meany Sullivan LLC Kenwood Investments LLC

View down Pier 48 Street looking East.

View down Terry Francois Street looking towards the Bay.

TABLE OF CONTENTS

9 A. PHASE I DEVELOPER QUALIFICATIONS DEVELOPMENT ENTITY

17 A. PHASE I DEVELOPER QUALIFICATIONS DEVELOPMENT TEAM EXPERIENCE

21 A. PHASE I DEVELOPER QUALIFICATIONS FINANCIAL CAPACITY & CAPABILITY

23 B. PHASE I DESIGN & DEVELOPMENT CONCEPT

59 EXHIBITS

DEVELOPMENT ENTITY

1. IDENTIFY THE LEGAL ENTITY CONSTITUTING THE DEVELOPER THAT WILL ACCOMPLISH THE DEVELOPMENT AND IMPLEMENTATION OF THE MIXED USE PROJECT, AND IDENTIFY THE LEGAL ENTITY, IF DIFFERENT, THAT WILL CONTRACT WITH THE PORT FOR THE DEVELOPMENT AGREEMENT AND LEASE, INCLUDING ALL JOINT VENTURE AND LIMITED PARTNERS, INDICATING THE PERCENTAGE INTERESTS AND CAPITAL/EQUITY COMMITTED TO THE ENTITY.

The partners will form a new limited liability company Lot 337 Community Developers, LLC to be the master community developer of the project. The partners of Lot 337 Community Developers are Boston Properties, Inc., the owners and operators of The Embarcadero Center in San Francisco, Wilson Meany Sullivan LLC, the award winning San Francisco company that successfully developed the Ferry Building and other important projects in the Bay Area, and Kenwood Investments LLC, a local company with extensive public/private development experience. Lot 337 Community Developers will undertake the project as a horizontal land development model and will establish sublease agreements with partner affiliates or other Port approved tenants to develop and/or operate the vertical projects after build out. Bio- graphical information on each company is attached.

One of the unique aspects of Lot 337 Community Developers is that the partners have all worked together successfully for many years. We have not just been brought together for this project. Instead, we have long standing relationships with one another. Each of us individually, and all of us collectively, are headquartered in San Francisco. We are not “out of town” companies with no history of success in San Francisco, but instead make San Francisco our home. We understand the local development issues and con- straints, understand the political and neighborhood issues that will inform the development of this site, and have found solutions that actually make projects work. 10 SEAWALL LOT 337

Boston Properties, Inc. is one of the most prominent and widely respected real estate companies in the United States with a market capitalization ap- proaching $10 billion. It has impeccable financial standing even in today’s difficult marketplace, has top tier credit ratings by the various agencies and as a publicly traded company on the NYSE its financial capabilities are trans- parent and receive the utmost scrutiny. Boston Properties, Inc. owns and operates The Embarcadero Center, San Francisco’s premier office address. Boston Properties, Inc. and Kenwood Investments, LLC were partners on the first phase of the Transbay Terminal bid.

Wilson Meany Sullivan LLC is one of San Francisco’s leading real estate development and investment companies. WMS’ record of success is truly legendary in San Francisco, including successfully developing historic structures like The Ferry Building, One Powell, and The Flood Building, mixed use projects like Bay Meadows, in San Mateo and working with the Port on the relocation of The Exploratorium to Piers 15 & 17. WMS and Kenwood Investments are partners on the Treasure Island project and The Docks, a 23-acre mixed use riverfront site along the Sacramento River in downtown Sacramento.

Kenwood Investments, LLC is a San Francisco based company that has distinguished itself in creating successful partnerships on large public private projects such as Treasure Island, The Docks, El Cerrito BART Transit Vil- lage and the Anaheim Packing House. Kenwood has worked with Boston Properties, Inc. and Wilson Meany Sullivan on other projects in the past, and understand what it takes to complete a project in San Francisco. Ken- wood Investments is a manager of the Treasure Island redevelopment project (along with WMS) and its affiliate Kenwood Bay Aquarium is the owner of The Aquarium of the Bay, a major Port tenant. SEAWALL LOT 337 11

The partners have agreed to fund the equity required for the development for Lot 337 with existing capital sources. Our balance sheets are strong and we have the financial strength and commitment to complete this project in partnership with the Port.

2. PROVIDE AN ACCURATE DESCRIPTION OF THE DEVELOPER INCLUDING NUMBER OF EMPLOYEES, ANNUAL REVENUE, OFFICE LOCATIONS, ETC.

Lot 337 Community Developers, which will be a new California limited liability company, comprised of Boston Properties, Inc., Wilson Meany Sullivan LLC, and Kenwood Investments LLC (or their affiliates), will be governed by an Executive Committee made up of Darius Anderson, Bob Pester, Jay Wal- lace and Chris Meany. We will be located here in San Francisco. Biographi- cal information on each of the Executive Committee members and other principals and staff are attached.

The Executive Committee will have the authority to make all fundamental decisions for the development company and will provide direction to an Op- erating Committee which shall be responsible for the day-to-day operations of the Lot 337 Community Developers. Experienced staff from the three development partners’ existing companies will be assigned to work as part of the project team. 12 SEAWALL LOT 337

3. IDENTIFY THE ROLE OF EACH MEMBER OF THE DEVELOPMENT TEAM, CONSISTING OF THE DEVELOPER (INCLUDING JOINT VENTURE PARTNERS) AND MAJOR CONSULTANTS, IN THE IMPLEMENTATION OF THE DEVELOPMENT. THE CONSULTANTS IDENTIFIED SHOULD INCLUDE BUT NOT BE LIMITED TO DESIGN ARCHITECTS, HISTORIC PRESERVATION ARCHITECTS, ENGINEERS, CONTRACTORS, ENVIRONMENTAL COMPLIANCE AND REGULATORY ADVISORS, AND LEGAL COUNSEL (REGULATORY PROCESSES AND TRANSACTIONS).

We have brought together a great team of local professionals to implement our vision for this important waterfront site.

Our consultant team includes:

• WRT/Solomon (San Francisco), land use designer,

• CMG (San Francisco) and Walter Hood Architects (Berkeley), landscape and open space architects,

• Webcor Builders (San Francisco), construction,

• BKF Civil Engineers (San Francisco), civil engineering,

• ENGEO (San Francisco), geotechnical engineers,

• Page & Turnbull (San Francisco) historic architects,

• Erler & Kalinowski, Inc. (Oakland), hazardous materials remediation,

• The Black Rock Arts Foundation (San Francisco), artist community consultant,

• Ned Kahn (Sonoma), environmental art,

• Neil Sekhri, Esq., Gibson Dunn & Crutcher (San Francisco), attorney for environmental compliance and regulatory advice, and

• Jean Rogers, ARUP (San Francisco), sustainability advisor. SEAWALL LOT 337 13

The Lot 337 Community Developers partners have worked with all of these local consultants on a variety of projects. For example, many of the consultants are part of the Treasure Island team managed by Kenwood and WMS. Others have worked with Boston Properties, Inc. on office buildings in the area. Some of have worked with WMS at The Docks in Sacramento, Bay Meadows in San Mateo or The 88 in San Jose. In an effort to reduce our carbon footprint, we have submitted full qualifications packages for our consultant team on CD (attached).

4. IDENTIFY THE ENTITY/IES THAT WILL BE RESPONSIBLE FOR THE OPERATION OF THE MIXED USE PROJECT FOLLOWING ITS COMPLETION, AND PROVIDE THE STRUCTURE OF THE OPERATION AND MANAGEMENT BUSINESS. IDENTIFY THE RELATIONSHIP BETWEEN THIS ENTITY AND ANY SUPERIOR OR SUBORDINATE ENTITIES THAT WILL BE INVOLVED IN THE DAY-TO-DAY OPERATIONS OR LONG TERM PLANNING OF THE OPERATIONS.

Lot 337 Community Developers would look to enter into a long-term Devel- opment Agreement to receive binding rights to own (via long term ground lease) and develop the vertical components of the project, including the residential buildings, office development and retail/commercial facilities. Under the long term ground lease, Lot 337 Community Developers, its affiliates or other Port approved subleasees, will have those rights. Pier 48 and the artists’ community will be managed in collaboration with a key arts advocate like The Black Rock Arts Foundation. The commercial vertical development rights will be leased at fair market values to the partners, their affiliates or Port approved subleasees. 14 SEAWALL LOT 337

Each of the partners has experience in managing horizontal and vertical development rights. For example, Boston Properties, Inc. is one of the country’s largest managers of office and mixed use buildings, including the City’s premier office building, The Embarcadero Center. WMS has a proven track record in managing residential, retail and mixed use projects in the Bay Area, including leasing The Ferry Building, and managing the Bay Meadows mixed use project. Kenwood Investments, LLC is the owner and operator of The Aquarium, a major Port tenant.

5. IDENTIFY THE ROLES AND SUBMIT RESUMES FOR THE PROJECT MANAGER AND KEY INDIVIDUAL WHO WILL BE INVOLVED IN THE DEVELOPMENT, IMPLEMENTATION AND OPERATION OF THE MIXED USE PROJECT.

The Executive Committee will be comprised of Darius Anderson, Bob Pester, Jay Wallace and Chris Meany. Chris Meany and Jay Wallace will manage the day to day operations of Lot 337 Community Developers and they will be supported by individuals specially hired for this project. We will bring our combined expertise of San Francisco development, gained from our prior work on Port projects, like The Ferry Building, The Exploratorium and our ownership of The Aquarium of the Bay, other San Francisco projects like Treasure Island and the historic renovations and reuse of The Flood Building SEAWALL LOT 337 15

and One Powell, and ownership of San Francisco’s premier office building complex, The Embarcadero Center. The day to day operations team, lead by Chris Meany and Jay Wallace, will meet regularly with Port staff, as we have in our other City projects, and would expect to work closely with the Citi- zens Advisory Board selected for this project. Experienced employees from the partners existing companies will also be assigned to the project team.

6. IDENTIFY THE LEAD NEGOTIATOR AND ANY LIMITATIONS ON HIS/HER AUTHORITY TO CONTRACTUALLY BIND THE ENTITY IN NEGOTIATIONS.

The Executive Committee members will be the lead negotiators and they each will have authority to contractually bind the entity in its negotiations with the Port. Mr. Anderson, Mr. Pester, Mr. Meany and Mr. Wallace have each already proven their ability to conduct good faith and successful negotiations with the City of San Francisco on other projects. Unlike some of the others who may compete for this opportunity, we have proven our ability to work with the Port, the Board of Supervisors and the Mayor’s office and administrative departments over the course of the last decade or more.

DEVELOPMENT TEAM EXPERIENCE

1. DEVELOPMENT AND CONSTRUCTION OF PROJECTS COMPARABLE TO THAT ENVISIONED BY HIS RFQ.

A. Boston Properties, Inc. Comparable Projects

i. 111 Huntington Avenue At The Prudential Center, Boston

ii. 5 Times Square, New York City

B. Wilson Meany Sullivan LLC Comparable Projects

i. The Ferry Building, San Francisco (with San Francisco Port)

ii. The Flood Building, San Francisco

iii. The Exploratorium, San Francisco (with San Francisco Port)

C. Kenwood Investments LLC Comparable Projects

i. Treasure Island, San Francisco (with Wilson Meany Sullivan)

ii. The Docks, Sacramento (with Wilson Meany Sullivan) 18 SEAWALL LOT 337

2. MANAGEMENT AND OPERATIONS OF COMPARABLE PROJECTS.

A. Boston Properties, Inc.’s Management and Operations

i. 111 Huntington Avenue At The Prudential Center, Boston

ii. 5 Times Square, New York City

iii. Thurgood Marshall Federal Judiciary Building

iv. The Embarcadero Center, San Francisco

B. Wilson Meany Sullivan, LLC Management and Operations

i. The Flood Building, San Francisco

3. FINANCING COMPARABLE PROJECTS ENCUMBERED BY UNSUBORDINATED GROUND LEASES.

The redevelopment of Treasure Island, being undertaken by Kenwood Investments and WMS involves sophisticated financing programs, including mechanisms to finance substantial portions of the property as ground leased property. Boston Properties, Inc. and WMS have also both financed significant properties on ground leased lands. All of the partners have significant capacity, knowledge, and depth of relationships to finance this project as a ground leased project.

SEAWALL LOT 337 19

4. IDENTIFICATION OF WORKING RELATIONSHIPS WITH PUBLIC AGENCIES IN THE DEVELOPMENT OF ANY RELEVANT PREVIOUS AND CURRENT PROJECTS.

The partners all have extensive working relationships with public agencies in the development of relevant previous and current projects. For example, Kenwood and WMS have been working together on the Treasure Island project which has involved working with the Port of San Francisco on SB 815 (the State Lands legislation last year for the Port’s paper streets, Seawall Lot 337 and Treasure Island), San Francisco’s Board of Supervisors, Planning Commission, Public Utilities Commission, MUNI, Transportation Authority and other local public agencies, as well as the California Legislature, State Lands Commission, and many other State and federal departments. We know how to get things done in San Francisco and California.

FINANCIAL CAPACITY & CAPABILITY

Three (3) copies of the required information are being submitted under separate cover.

PHASE I DESIGN & DEVELOPMENT CONCEPT

Overview Our preliminary plan for Lot 337 will bring new life to the “south of channel” neighborhood. This vision involves a mixed use neighborhood that celebrates and highlights the arts of San Francisco within a waterfront setting that adopts the historic Pier 48 as a centerpiece. Working from the concept that San Francisco has been, and is today even more than before a center for great art, whether visual, media, performance or interpretative, we envision Lot 337 as a place for people to create, enjoy, work, live and visit - all with an emphasis on the water. Lot 337 will be a place where art is celebrated, people live and workers work. Residents and visitors will come to Lot 337 because they are drawn to the complexities of the experience - art, sound, water, and people. New homes can be built that will compliment the area. Jobs will be created. The arts will be our anchor and will be layered throughout our neighborhood. New open space and promenades will highlight the water. Lot 337 will become a place where locals and visitors will want to live, create, work and enjoy.

Pier 48 will become the centerpiece of a new working waterfront—only in is millennium it will be a place where art is created and the public is invited to participate. The Black Rock Arts Foundation will be an important collaborator in our project and can play the vital role of working with us in programming Lot 337 for art and artists. We imagine Pier 48, alive with activity, sculptures and painters, musicians and dancers, where large art pieces can be constructed, installations created, and interactive art completed. Ned Kahn, the internationally known environmental artist, and Walter Hood, an award-winning Bay Area landscape designer are other important collaborators with us on this project. Imagine the excitement that a significant piece of environmental art, like a Ned Kahn installation of water, light and fire, would immediately bring to Lot 337, the Mission Bay community and the region as a whole. 24 SEAWALL LOT 337

A place for street life.

Lot 337 will also feature approximately 5+ acres of open space that can include active outdoor performance spaces, more passive art installations locations, gentle walking paths, and serene native bird habitats. The open space program will showcase of SF Giants’ Hall of Famer Willie McCovey statute, and the Junior Giants Field. The urban waterfront will be programmed to allow for everyone’s use, walkers, bikers, sculptures, performers and artists, residents and visitors, and it will become one of the great districts along the City’s waterfront.

The neighborhood spine of Lot 337 will be the new Third Street rail line. From that central location, connecting Lot 337 to the rest of the City, other active uses will radiate including Pier 48 Street and the retail opportunities that flow from there. Additionally, two or three office buildings will be built to support the already growing business of Mission Bay and new retail—galleries, performances, theatre, bars, restaurants, shopping, food, music, art and other types of commerce will bring San Franciscans to the waterfront— will be established. Late night activity, year round art installations, environmental creations, galleries, food, life and water will be the alchemy of the project. New homes will also be built, some low, some high, but throughout new opportunities will be created. And finally, a center for neighborhood performance arts could be found at this site.

Of course the San Francisco Giants want to retain the parking, so we have accommodated their needs so that even on game days, new parking supply will meet expected parking demand (Wilbur Smith & Associates Memoran- dum Dated December 3, 2007). Given that data, our plan calls for a program of “shared parking” between the SF Giants, and the mixture of uses that will occur over time at Lot 337.

A place for artists. struction Trades Council and other City programs to provide jobs that are consistent with applicable City requirements and subject to prevailing wage requirements.

Making Art Important Lot 337 will highlight the artist communities of San Francisco in a way that has been long overdue. The gallery walk along Pier 48 Street will become the centerpiece of San Francisco’s creative culture. At its east end, it begins with the inspiration of the San Francisco Bay. The reuse of the historic Pier 48 buildings takes the artistic progression from inspiration to creation in working artists’ studio spaces. The alley that runs between the Pier 48 buildings will become an outdoor art gallery. A new Pier 48 Street becomes the more formal interpretation of that alley by continuing west through the development to Third Street.

Pier 48 Street itself is a place to showcase local artists with gallery spaces, retail, and restaurant uses, which will create a complete arts district. At the east end of Pier 48 Street, a community performance space could add the element of live performance. Organized art events, like Open Studios, or collections of art shows focused on various themes would be excellent opportunities to take advantage of this art-centric neighborhood. Weekend art openings akin to Market Saturday at the Ferry Building will connect artists with art lovers and the Bay.

Our collaborative partners will include The Black Rock Arts Foundation, with whom we will work to program, fund and support arts on Pier 48, Ned Kahn, the innovator and artist from Sonoma and Walter Hood, the award winning landscape designer from Berkeley, all of whom have committed to work with us on creating the community of art that will be bring a new energy to the waterfront through innovation, design and creativity. 26 SEAWALL LOT 337

A place to celebrate the environment.

Ground floor spaces along Terry Francois Boulevard North and Pier 48 Street will be additional studios for the arts. The community performing theatre could provide a home for a collection of local and national performing arts groups and could potentially include space for Teatro Zinzani, community theatre or even national stage acts. Additional programming and planning for this space will occur during the next stages in the process, with the collective input of the performing arts community and the Port. This balance provides economic stability as well as consistent evening activities in the neighborhood, which will help to support the retail, restaurant and gallery spaces.

The mix of artistic spaces in Lot 337 will support the entire artistic process from inspiration, through design and creation to the final showings of fin- ished works of art. Pier 48 will once again become working space, only this time around they become studio and public spaces for the creation of art. The alley in between the shed structures on the Pier will create a public gallery of art, offering an opportunity for reflection for visitors, neighbors and the artists themselves. Artists will have opportunities to exhibit and sell their work in the gallery spaces that will line Pier 48 Street and on art opening weekends. Exciting new retail, restaurant and commercial uses that reflect the character of San Francisco will also be strung along the transit line and along the street frontages which will help create a critical mass of activity in the district. The community performance space will help add a 24-hour element, by bringing yet another evening attraction to the district, which will complement the activities already available at AT&T Park. SEAWALL LOT 337 27

A place to live.

Living and Working Together Lot 337 will include approximately 1,100 new rental homes (20% of which will be affordable), great open spaces, restaurants, galleries, retail spaces, the community performance and artists’ spaces, and offices. (The exact land use program will be refined over time in collaboration with the Port and the community.) The homes will be stacked flats at a density of approximately 90-110 homes per acre, some low some high, wrapped around hidden parking structures. It will be urban, eclectic and innovative – designed to have a distinctive feel by distinct architects. Floor plans will be designed to suit a variety of renters to support the diverse housing needs of San Franciscans. Retail will likely feature food, galleries, performance, nighttime activities and opportunities to view the water. San Francisco has a waterfront to be proud of, but Lot 337 is an opportunity to deliver the whole package: a place to live, work, play, party, relax, and be inspired. You could catch a Giants game and catch a late night gallery opening, all in the same evening. You could leave your office in one of the new buildings on the Third Street Rail Line and meet a friend for a waterfront cocktail and catch an art opening at Pier 48. You could meet your partner for a dinner out, watch the sun set behind a giant art installation along the cove, and walk home to your flat. You could bring your kids for a tee ball game, get a celebratory ice cream cone, and then hop on the light rail to get back home. At Lot 337, you will be able to walk to fun, bike to work, ride transit to the rest of San Francisco and at all times you’ll be part of community that lives and works together.

Two office towers are currently being proposed (although more could be considered), each at a height, mass and bulk (approximately 11 stories tall) 28 SEAWALL LOT 337

Parks for the community.

that works within the neighborhood setting. Active retail uses are spread throughout the district ensuring that the residents of the south of channel area will have access to vital retail services to sustain this new neighborhood. Additional office and retail uses will also be considered in later iterations of the land planning exercise.

The unifying element throughout the plan is a network of open spaces that will set this neighborhood apart. Lot 337’s location on waterfront, its connections to the Bay, its maritime history, and beautiful views are a precious public resource, and will be respected so as such. Overlooks, bird habitat, walking, biking and more will connect us to the water’s edge. The unparalleled views, transit connections, and urban nature make this area attractive and reachable for all types of users from all walks of life. The plan should reflect that diversity and will strike a balance between uses that will maintain the eclectic nature of this neighborhood for generations to come.

Sustainable Lifestyles Lot 337 will embrace sustainable lifestyles by incorporating best practices in smart urban design and green building techniques through the development of specially tailored programs that address this community as it evolves and grows, leveraging off of the prior work of the US Green Building Council’s LEED programs, The Urban Environmental Accords, San Francisco’s Sustain- ability Plan and the San Francisco Department of Public Health’s Healthy Development Measurement Tool.

The development concept incorporates a livable community where locals and visitors can walk, bike and enjoy the waterfront and the artist community. It provides for easy connections to the San Francisco Giants games, offices, retail and artist community. It is a place where people live, work, play SEAWALL LOT 337 29

Places to enjoy the and create, together, year round, in ways that are new, fun and exciting. It’s not yesterday’s news, but reflects what will come tomorrow. Innovative technologies will be employed to optimize the use of natural resources and proactively address contamination, liquefaction and climate change/sea level rise at the site. A summary table of our preliminary sustainability goals and strategies is attached.

Waterfront Activity The goal of the open space plan for Lot 337 is to create a series of different spaces that work together to create a collection of opportunities to be outside in an urban environment that each in their unique way take advantage of the waterfront. Our approach to the development of Lot 337 draws upon the perspective of a working artist. Much like a piece of art, we believe that open spaces need to work and be appreciated from a variety of perspectives. Up close, there are small places where a district resident could enjoy a cup of coffee, read the newspaper, and watch the boats go by. At eye level, there are interactive art pieces that require the human to complete the picture or that responds to its surroundings and the elements. And from a distance, there are large waterfront expanses that offer excellent locations viewing the Bay, for large scale community events or significant environmental art pieces, set against the dramatic background of San Francisco’s urban landscape. Each of these scenarios takes a different perspective on the nature of an urban waterfront, and there is room for all of them, and many more in the open space program for Lot 337.

It is also important to consider these open spaces in both the local and regional context of the greater Mission Bay and San Francisco Bay waterfront areas. This project will benefit from the vast and varied open space re- 30 SEAWALL LOT 337

A place for new ideas.

sources that are already in place, and the nature of new open spaces should be determined to complement the City and Port’s previous investments in this area. As an example the continuation of the open spaces along Mission Creek create interesting connection points, as well as vital green connections to water for neighborhood residents and the greater community. From a regional perspective, these linear spaces create added value as part of the San Francisco Bay Trail, a 240 mile long asset for the entire Bay region.

There are places along this linear connection for large periodic public spaces of varying character. Starting at the northwest corner of the site, the landing of the Lefty O’Doul Bridge is the literal and figurative gateway to this new district. The northeast corner of the site offers an unparalleled two- sided waterfront vista, right in the middle of an active urban neighborhood. The east side parks offer great views of the water, while being slightly shielded from the elements. The Second Street Community Garden, will allow urbanites the chance to get there hands dirty and play a direct role in adding to the visual beauty of their neighborhood while joining together in a community effort. Lastly the plaza created between the two office towers on the west edge of the site creates a space that can act both as an arrival marker for these buildings and as a space for public events.

In addition to the public open space, the plan creates a rhythmic series of private open spaces that act as green roofs to the parking garages hidden below them. These areas provide a respite from the public experience for residents as well as a key north/south view corridor that symbolically continues the Second Street alignment north into the district.

The streets themselves are also important elements of the public realm within Lot 337. The hierarchy of streets within the plan calls for a distinct character for each street. Terry Francois Boulevard, for example, has an important heritage honoring the first African American member of the San SEAWALL LOT 337 31

A place for creativity.

Francisco Board of Supervisors and that proud history should be apparent in the design of that Boulevard. In contrast, the Pier 48 Street, which links the proposed Mission Bay hotel to Pier 48 presents a new opportunity to create an active, pedestrian oriented street lined with gallery spaces, shops and restaurants. The plantings, street furniture and scale must reflect this more intimate and contemplative lane. Well-designed streetscapes will also allow public art to be integrated throughout the district. As an example, the sides of exposed parking garages don’t always need to be hidden with retail. Instead, these areas could be considered blank canvases for San Francisco’s most promising artists. Using utilitarian aspects of any development plan, like streets and parking garages, as ways to express creative vision is just another way to provide a new canvas for San Francisco’s artistic community. By creating a web of different and attractive streetscapes, we will be able to create a new district that has a more authentic and eclectic feel, much like some of San Francisco’s most loved neighborhoods.

Pier 48’s Artistic Expression The sheds on Pier 48 have always been working buildings, spaces where goods were moved and things were built. In the spirit of the buildings’ history, we propose to create working artists’ studios within the space. These large scale naturally lit spaces are ideal for active artists and public activity. Preserving and protecting spaces like this for San Francisco’s creative class is an important step toward ensuring the diversity and world-class artistry of our community. We believe that the best way to honor the building’s historic past is not just to reinforce its structure, but also to breathe life into the building with a use that dignifies and embellishes its architectural integrity. The Black Rock Arts Foundation, a collaborator on this project, will work with us to operate from and program the arts experience from Pier 48. 32 SEAWALL LOT 337

A center for transit.

Transit Options Transportation opportunities and parking innovations will be highlighted at Lot 337. The land use plan seeks to take advantage of the site’s proximity to the multitude of transit options as well as the multitude of parking options already in the area. For example, Lot 337 will feature retail and commercial uses that front along the Third Street Railway line. It will be easy, fun and affordable to travel to Lot 337 on the Third Street Railway. The regular MUNI service from the 10, 30, 42 and 47 lines that already travel the area will be excellent options. The Caltrain stop at 4th and King and even the BART connections at Embarcadero and Montgomery Street Stations are all within easy walking distance of Lot 337. Each of these transit services contributes to the overall transit linkage and will help to support all of the uses on the site

We recognize the SF Giants desire for more parking, and so our concept calls for a program of “shared parking” between the SF Giants, and Lot 337’s other uses to ensure the San Francisco Giants’ parking demands are met by project supply. Approximately 1,500 spaces of parking will be developed for the office and retail parts of the project, uses that in most instances do not conflict with the vast majority of the SF Giants’ night games providing great opportunities to share parking to the extent it continues to be needed in the years ahead. The bulk of the San Francisco Giants games are held on evenings and weekends. Their 2008 schedule includes 81 homes games to be played at AT&T Park. Of those, 84% are played on either weekday evenings (usually starting at 7:15 PM), or on weekends, when the parking for the office tower is underutilized. As the Wilbur Smith Memo indicates, the San Francisco Giants’ parking demands should not exceed the approximately 1,500 new spaces we propose to supply (Wilbur Smith & Associates Memo- randum December 3, 2007). In addition, the Wilbur Smith Memorandum indicates that there are a variety of parking alternatives in the vicinity of Lot SEAWALL LOT 337 33

Current site context.

SWL 337

Transit context. 34 SEAWALL LOT 337

A place to contemplate.

337, many of which have excess capacity for games, even on busy weekday afternoons. Lastly, all of this analysis assumes that the demand for parking at San Francisco Giants’ games will remain at current levels, which is unlikely given the vast investments in transit and the mixed use development occur- ring on all sides of AT&T Park.

The transportation and parking program will also feature pedestrian friendly streets, pathways and promenades, a bike program that includes lockers, and bike-friendly street designs, and a potential program for “unbundled” residential parking, to name but a few of the innovations we will consider at Lot 337.

Each block is designed to include the parking necessary to serve the uses on that block. Office parking is separated from the residential parking in order to preserve the marketability and buidlabillity of the project. This also allows for the easy sharing of these office parking allocations with the San Fran- cisco Giants in a way that minimally impacts the residents of the district.

The residential development is parked at a ratio of .8 spaces per dwelling unit and is accommodated in central parking garages that are wrapped by the housing. The parking ratios assumed for all other uses are based on the parking ratios described in the Design for Development for the Mission Bay North Project Area (1998). The other uses take advantage of a separate parking garage closer to Third Street that will also serve as a shared parking garage for the San Francisco Giants.

A map of the overall current transit program, including private parking locations has been provided by the San Francisco Giants, which confirms the vast linkages of transit options in the area is attached. SEAWALL LOT 337 35

A sense of community.

Community Beneﬁ ts Lot 337 will include a Community Benefits package that supports the project, the neighborhood and the City. We will partner with the San Francisco Building and Construction Trades Council, the City, and other community organizations to create workplace hiring standards that respect prevailing wage requirements and Union hiring policies. It is anticipated that both the heavy infrastructure construction work and the vertical development work will be undertaken by craft unions, who will work with City Departments, like City Build and community organizations, to create real opportunities for San Franciscans. We will work with certified Small Business Enterprises located in San Francisco and the Bay Area to deliver a project that is viable, successful and meaningful. We would expect to establish a program where qualified persons can be referred to craft unions for employment, through existing apprenticeship programs. The final program developed will have benchmarks to establish good faith efforts to meet our commitments.

Other equally important community benefits will include our commitments to building a community at Lot 337 that demonstrates the values of San Francisco as a greater community. Our approach to the design of Lot 337 honors artists as a vital part of our history and our future, emphasizes green building and environmental sustainability, provides for housing that is affordable for a diverse mix of San Franciscans, enhances public access to the waterfront, preserves and reuses our historic architectural resources, emphasizes investments in transit in the area, and respects the legitimate needs of the San Francisco Giants for parking without “over-parking” the site for the benefit of only one user.

View down Pier 48 Street looking East. 38 SEAWALL LOT 337

Urban Design Approach

We have proposed our preliminary land use plan • 400,000 sq ft of offices in two for Lot 337, but we are mindful that there are mid-rise towers; many variables that will determine the final out- • Shared-use parking garages with the come While we feel we have presented a plan office and retail uses offering that meets the Development Objectives outlined approximately 1,500 parking spaces in the RFQ, and sets forth a framework from for evening and weekend events at within which we will proceed, we know that AT&T Park; there is much more work ahead to challenge our assumptions, test new ideas, brainstorm • The Black Rock Arts Foundation and alternatives, and create a final plan that meets artists’ studio space in Pier 48; the needs of all of the stakeholders involved. • Retail and restaurant uses facing McCovey Cove and along Third Street;

On its own, however, Lot 337 offers a unique • Approximately 5 acres of public open opportunity to create a dynamic mixed-use space including semi-public courtyards, neighborhood on one of the most spectacular new street plazas and a new park sites in San Francisco. Located opposite AT&T between Piers 48 and 50; Park, with unparalleled views of the Bay Bridge • Rooftop solar and photovoltaic panels and Downtown skyline, the site is also part of over the two parking structures; and the historic San Francisco waterfront with its piers and maritime activities. The project re- • Wind generators along McCovey Cove. spects the traditional pattern of San Francisco streets and blocks and is designed to integrate into the emerging development for Mission Bay. Our architectural approach to Lot 337 is derived from our overall vision for the site as a physi- cal representation of the diversity and artistry The project is arranged as 4 city blocks running of San Francisco and its citizens. This city has east west from Third Street. Each block has always been the home of innovation, and that a variety of building types and is designed to is certainly represented in its architecture. Even be self contained and capable of independent San Francisco’s oldest buildings were, on their phasing. The blocks are designed with internal opening days, testaments to forward thinking semi-public or private courtyards located above design. We will draw on the creative energy of internal parking garages. The block pattern is the architectural community to help us interpret permeable offering views to the Bay and down- a neighborhood where each building has its town and access into the internal courtyards. own unique character, and create an eclectic and organic district that calls on the sites inher- ent urban waterfront nature. We would expect The preliminary land use plan proposes the fol- to develop basic design guidelines, but would lowing: hope to leave individual architects open to design buildings that each stand on their own • 1,100 homes in a variety of buildings, merits, but come together to add a collective ranging from high-rise flats, low-rise vibrancy, similar to that found in some of San flats and lofts and townhouses; Francisco’s oldest and greatest neighborhoods. SEAWALL LOT 337 39 40 SEAWALL LOT 337

The proposed plan for Block #1 to the north includes an active retail/ restaurant/gallery that will front along the McCovey Cove Prom- enade and open spaces, as well as along Third Street, leading up to the Lefty O’Doul Bridge. The retail and restaurants are intended to compliment AT&T Park with their views over the entrance to China Basin and the Bay.

Much of the block contains stacked residential units up to 65’ arranged around internal courtyards over a parking podium. The courtyard to the east is half a level above grade over a single level of parking. This enables the courtyard to be accessible from the streets on either side. The other two courtyards are 25’ above grade with three levels of parking beneath, which helps to support the retail/restaurant/gallery spaces, as well as the shared parking plan with the San Francisco Giants.

The current drawings contemplate a tall slender residential tower, 300’ high, offering views of the Bay and Downtown. This is the one instance and location where a taller building than is currently permitted in Mission Bay could be appropriate. The tower could be a signature building, although its final height and location could still change.

A community performing arts theater is also being considered for the northwest corner of Block #1, and will be studied more fully as we move further through the public planning process. SEAWALL LOT 337 41

Blocks #2 and 3 are arranged on axis with the new Channel Street where it intersects with Third Street and are symmetrically composed to offer a major entrance to the site. A future transit stop on the ‘T’ Third light rail line will allow pedestrians to access the site at this location. The two 11 story, 160’ high office towers are symmetrically arranged on either side of Channel Street with two small plazas on either side. Each office tower has 200,000 sq ft of space with 20,000 sq ft floor plates. Entrance lobbies lined with cafes and retail face the plazas on Third Street.

Behind the offices are two multi- story parking structures accom- modating over 1,300 cars. This meets the requirements for the offices and can be used after office hours by visitors to AT&T Park. These spaces, along with the retail spaces in each block, offer enough shared parking to meet the needs of the San Francisco Giants. Access to this block for both vehicles and pedestrians is easy and obvious and a short walk up Third Street to the stadium.

To the east are two residential half blocks organized around two internal courtyards. Like the courtyard on Block #1, these are arranged half a level above grade and have residential parking below. They each measure 0.46 acres in area and are accessible by stairs or ramps from the adjoining streets. The residential buildings are 6 stories tall up to 65’ above street level. They face onto the new public park overlooking the Bay between Piers 48 and 50. Residential development is in the form of stacked flats, lofts and townhouses. 42 SEAWALL LOT 337

Block #4 is subdivided by a meta- phorical extension of Second Street to the south via a community garden space. This is aligned with the entrances to the courtyards on Blocks 1-3 offering a framed view north towards the Stadium. The larger three-quarter block to the west accommodates stacked flats over a two level parking podium lined with two-story townhouses or lofts. The smaller quarter-block to the east contains stacked lofts and looks out over the working Pier 50. This is an area where additional office or biotech space could also be considered.

Sustainability Approach Seawall Lot 337 will create a vibrant, diverse, sustainable live-work space for the artistic community. The integration of showcase sustainable infrastructure into the urban environment will encourage sustainable living as well as attract both tourists and educational visitors. Notable sustainability features will include urban wind turbines, solar PV panels embedded within building facades, constructed wetlands, wildlife corridors, and bioswales to regulate stormwater and minimize the load on the South East Water Pollution Control Plant.

Seawall Lot 337 supports local, national and international sustainability frameworks. The development will utilize best efforts to achieve LEED Gold or equivalent standards for Neighborhood Development, Core and Shell Development and New Construction. It will support the sustainability action items detailed in the Urban Environmental Ac- cords (UEA) and the three overarching priorities for state government in land-use and development decisions as outlined in AB857, including promoting infill development and equity, protecting environmental resources and encouraging efficient development patterns. WILDLIFE PHOTOVOLTAICS RAIN GARDEN CORRIDORS (FACADE INTEGRATED)

WIND TURBINES ART SCULPTURE URBAN SCALE FOCUSSED ON SUSTAINABILITY

SOLAR HOT WATER

URBAN SCALE WIND TURBINES ART CANVAS ROOF MOUNTED PROPOSED STRATEGIES WILL BE EVALUATED FOR FEASIBILITY AS THE DESIGN EVOLVES FOR FEASIBILITY AS WILL BE EVALUATED PROPOSED STRATEGIES NATIVE GREEN BIOSWALES FOR COMMUNITY PHOTOVOLTAICS SCREEN (GARAGE STORMWATER GARDENS ROOF MOUNTED FACADE) MANAGEMENT 44 SEAWALL LOT 337

A place for fun.

Preliminary Lease Proposal Lot 337 Community Developers proposes to enter into a long term lease disposition and development agreement (Development Agreement) and a long term net ground lease with the Port that includes a combination of guaranteed base rent payments (with negotiated adjustments), percentage rent payments from parking and other uses, backside participation upon Port approved sales or refinancings after market rate returns are distributed to the investors, to generate ground lease revenues to the Port during predevelop- ment and entitlements, the construction phase and at lease up of the office, apartment and retail buildings. Additionally, the project will pay its share of other fees and taxes which will provide additional revenues for the City. The exact terms of the lease proposal will be negotiated by the parties through pro forma based negotiations following selection. The proposal set forth herein is not intended to be a binding offer, but is an initial proposal that will be amended during the process and through negotiations with the Port.

We would expect that the Development Agreement would have terms that do not exceed 75 years in length for the Seawall 337 site and not to exceed 66 years for Pier 48. We understand that use of open spaces and Pier 48 would not be exclusive and that the uses proposed must be consistent with State Lands Commission requirements, as those requirements may be negotiated over time. Participation hurdles will be considered provided market rate returns for equity are accepted as part of the Development Agreement. Lot 337 Community Developers will provide the necessary equity, debt and will work with the Port to issue the necessary land secured financings to construct the improvements proposed. Expenses for maintenance costs, such as common area maintenance charges and assessments used to fund ongoing maintenance for the project, and debt service on land secured financings will all be reflected in the Port’s net rent.

Lot 337 Community Developers would expect to negotiate the terms of the Development Agreement, including posting a security deposit of not more than 2 month’s Base Rent, adjusted over time, reasonable and appropriate insurance and bond requirements and possibly guarantees or other forms of security to protect the Port during the term of this project.

We currently estimate that horizontal improvements to the land will cost approximately $120 million to construct, and that full vertical development costs SEAWALL LOT 337 45

A place for inspiration.

will be in excess of $500 million. Of the $120 million horizontal development costs, Lot 337 Community Developers would contribute approximately $56 million in equity, would capture approximately $35.5 million in tax allocation bond proceeds for historic building rehabilitation, open space uses and Port property rehabilitation, obtain from the Mayor’s Office of Housing approximately $28 million to create additional affordable housing, and would fund the remainder of the project through conventional debt sources. The equity requirements will come from capital contributions made by the partnership via our existing capital sources. The debt components would come from our existing banking relationships.

Preliminary estimates are that Lot 337 Community Developers will generate over $59 million to the Port over 20 years, commencing with our selection in late 2008. Of this amount, approximately $3.1 million is paid as rent during the pre-development and construction phases of the project, approximately $34.1 million is paid as base rent (plus adjustments) from interim parking revenues, residential, office and retail lease revenues and cost of living adjustments during the lease up and operational phases of the project and an additional $21.8 million is delivered to the Port as its share of the non- housing set aside, non-trust set aside portion of the proceeds from the tax increment financing issued for the project.

The estimated Port revenues are derived from a combination of developer contributions, rent from uses on the site (parking, housing, retail, commercial and office) in out years, cost of living adjustments over time and the non- housing set aside, non-trust set aside portion of the proceeds from the tax increment financing issued. Our current estimates are based on today’s current costs and realistic revenue projections in the future. While these amounts are preliminary and subject to change and refinement during the next phase of the process, and through our good faith negotiations with the Port upon selection, they do provide a good indication of the robust nature of our project. And, to the extent, the project does better than expected, Lot 337 Community Developers would expect to share in upside after the development team has received a market rate return (25% IRR) on its equity. This profit participation will be negotiated in good faith with the Port, but will in all instances provide additional upside to the Port in the event above market returns are realized. 46 SEAWALL LOT 337

Site context showing relationships to Mission Bay and King Street. SEAWALL LOT 337 47

Aerial perspective from Northeast showing McCovey Cove and Ballpark. 48 SEAWALL LOT 337

McCovey Cove

Terry Francios Street Block 1

Residential Tower

Flats over Retail

Pier 48 Pier 48 Street

Block 2

Ofﬁ ce Tower

Parking Structure Terry. Francois Street 3rd Street

Channel Street

Block 3 Ofﬁ ce Tower

Parking Structure

Pier 50 Street Pier 50

Block 4 Flats/Townhouses

Lofts

Mission Rock Street 2nd Street

Roof plan SEAWALL LOT 337 49

McCovey Park

Little League Field

Courtyard and Garden

Courtyard

Channel Street Park 3rd Street Plaza

Courtyard

Community Garden

Landscape and Open Space plan 50 SEAWALL LOT 337

McCovey Cove

Terry Francois Street Block 1

Retail Artists’ Workshop

Pier 48 Street Pier 48

Block 2

Ofﬁ ce Lobby Terry Francois Street 3rd Street Channel Street

Block 3 Ofﬁ ce Lobby

Pier 50 Street Pier 50 Block 4

Mission Rock Street 2nd Street

Ground ﬂ oor plan SEAWALL LOT 337 51

Block 1 30 Story Residential Tower

6 Story Flats or Block 2 Townhouses 11 Story Ofﬁ ce Tower

Block 3 Parking Structure

6 Story Flats or Lofts Block 4

Typical ﬂ oor plan 52 SEAWALL LOT 337

Ofﬁ ce Building

Solar Panels

Parking Structure Residential Courtyard

EAST / WEST

Third St. Second St.

Residential Courtyard Residential Courtyard Retail/ Restaurants Stacked Flats

McCovey Cove

NORTH / SOUTH

McCovey Cove St. Pier 48 St. Channel St.

Sections SEAWALL LOT 337 53

Plaza

Pier 48

Terry Francois Blvd.

Solar Panels

Parking Structure Stacked Lofts

. Pier 50 St. Mission Park St. NORTH

WEST EAST

SOUTH 54 SEAWALL LOT 337

OVERVIEW OF SUSTAINABILITY FOCUS AREAS

Focus Area Goals Strategies Benefits Site Design & Land Use Create a unique mixed-use, x Provide a variety of affordable x Aesthetic enjoyment, high-density development, artistic spaces educational benefits and which provides a vibrant x Maximize provision and visitor draw sustainable live-work space for access to a diversity of public x Reduced operational costs the artistic community. areas including parks, plazas, whilst increasing asset cafes and markets. value of the site. x Create a dense, compact, x Attraction of a diverse mix pedestrian friendly urban of tenants environment x Low Vehicles Miles x Orient streets and buildings to Traveled (VMT) maximize the effects of the development sun and minimize impacts of wind. x Showcase sustainable infrastructure x Create sculptures which express the elements x Install large scale environmental art displays Landscape & Biodiversity Develop a landscape that is x Integrate regionally x Creation of a range of visually unique and enhances appropriate vegetation habitat areas in the urban community cohesion while x Incorporate green roofs into environment being functional, maintainable, building design x Enhancement of natural and biologically diverse. x Create and wildlife corridors ecosystems and constructed wetlands Transportation Encourage sustainable travel x Provide segregated cycle x Accessible for pedestrians, to the site and facilitate lanes and secure bicycle cyclist and public transport pedestrian circulation parking facilities users. throughout the development x Facilitate pedestrian access x Efficient parking and connectivity management strategy x Provide public transport which allows land to be facilities which are integrated available for more with existing network beneficial uses. x Manage parking efficiently by sharing with the ball-park SEAWALL LOT 337 55

Focus Area Goals Strategies Benefits Energy Maximize energy efficiency x Integrate PV panels into x Low operational costs due and meet remaining energy building facades to high energy efficiency needs with on-site renewable x Provide wind turbines at and on site generation of energy in order to create a street and roof level energy. low carbon development x Centralize heating and cooling x Reduced carbon emissions to maximize efficiency x Self sufficient in terms of x Use Bay water for a heat energy supply and rejection system demand

Water and Wastewater Provide infrastructure x Install water efficient x Potable water conservation necessary to minimize technologies to reduce overall x Cost savings demand of potable water and water demand x Filtering system for silt and maximize the reuse and x Create bioswales to capture pollution recycling of water on site. and segregate stormwater x Minimize load on the South and act as a filter to remove East Water Pollution silt and pollution Control Plant x Maximize green space to regulate surface runoff x Maximize water recycling for non-potable uses x Explore the potential for on site wastewater treatment using a Membrane Bioreactor Plant Solid Waste Achieve efficient sustainable x Provide recycling and x Reduction in waste waste management practices. composting facilities disposed to landfill which saves costs and conserves resources x Generation of revenue from recycled materials 56 SEAWALL LOT 337

PARKING USE SUMMARY

Supply Weekday Afternoon Weekday Evening Weekend Afternoon Weekend Evening Parking Lot Location Regular Valet No Game % Game % No Game % Game % No Game % Game % No Game % Game % 400 Spear Street 300 97% 97% Closed Closed Closed 96% Closed Closed Embarcadero (Pier 30) 735 27% 64% 3% 72% 7% 80% 2% 20% Embarcadero (Pier 32) 768 28% 27% 7% 5% 0% 21% 0% 5% Embarcadero (Pier 30/32) 172 Closed Closed Closed Closed Closed Closed Closed Closed Embarcadero/Bryant ( Seawall Lot 330) 298 100% 97% 12% 29% 29% 97% 11% 51% 250 Brannan 120 63% 78% Closed 23% Closed 77% Closed 32% 270 Brannan 110 95% 86% 25% 93% 25% 61% 10% 80% 680 2nd Street 50 84% 100% Closed 100% Closed 100% Closed 84% 136 Townsend 125 74% 100% Closed 70% 26% 96% 10% 90% 148 Townsend 75 67% 88% Closed 81% Closed 77% Closed 61% 4th ST/Brannan 74 43% 93% 62% 86% 36% 81% 28% 76% 178 Townsend 100 72% 100% Closed 61% Closed 81% Closed 82% 475 Brannan 181 Closed 100% Closed Closed Closed Closed Closed Closed 3rd St/Harrison 60 87% 100% 10% 10% 92% 100% 12% 10% 725 Harrison 94 59% 94% 15% 11% 30% 6% 11% 7% 777 Harrison 115 63% 72% Closed Closed Closed Closed Closed Closed 350 2nd Street 180 96% 98% 15% 21% 17% 25% 13% 11% 222 2nd Street 150 100% 70% 29% 37% 75% 24% 52% 12% 55 Hawthorne 300 87% 87% Closed Closed Closed Closed Closed Closed 333 3rd Street 437 96% 95% Closed Closed 100% 99% Closed Closed Harrison/3rd Street 120 92% 98% 47% 10% 100% 92% 80% 43% Moscone Center/300 3rd St. 300 82% 89% 54% 34% 96% 91% 49% 54% 4th/Brannan 95 91% 37% 47% 71% 23% 94% 10% 92% 560 Brannan 140 89% 91% 16% 55% 8% 94% 7% 41% 255 3rd St. (Moscone Center) 752 98% 95% 30% 62% 98% 86% 59% 35% 4th/Channel St. 410 Closed 100% Closed 73% 2% 99% 1% 94% 153 Townsend 371 78% 97% Closed 57% Closed 89% Closed 36% 3rd St/Berry (China Basin Landing) 250 85% 100% 48% 90% Closed 100% Closed 93% 254 King Street (Beacon Bldg) 267 56% 100% 43% 90% 61% 100% 45% 3% 3rd St (UCSF) 1050 46% 58% 30% 38% 18% 45% 13% 31% 1675 Owens St. (UCSF Community Center)

Total Supply (not including SWL 337 & Pier 48) 8199 Average Occupancy %58% 76% 87% 29% 53% 44% 77% 23% 48% SEAWALL LOT 337 57

LAND USE SUMMARY

Parking Required Proposed BLOCK 1 SF DU Ratio Parking Parking Retail/Gallery 34,400 2/1000 SF 69 Office 0 1/300 SF 0

Townhomes/Flats (Approx SF Each) 1000 ea. 480 0.8/DU 384 Public Plaza and Open Space** NA NA Podium parking (260' x 160' x 3) 122,100 320 SF/ SP 375 Podium parking (189' x 190') 34,200 320 SF/SP 105 Parking: On-Street 22 Subtotal 453 502 Parking Required Proposed BLOCK 2 SF DU Ratio Parking Parking Retail/Gallery 16,000 2/1000 SF 32 Office (20,000 sf x 10 stories) 200,000 1/300 SF 667 0 1/ 10-Seats 0 Townhomes/Flats (Approx SF Each) 1000 ea. 168 0.8/DU 134 Public Plaza and Open Space** NA NA Parking structure (130' x 240' x 7) 218,400 320 SF/ SP 680 Podium parking (260' x 170') 44,200 320 SF/SP 125 Parking: On-Street 53 Subtotal 833 858 Parking Required Proposed BLOCK 3 SF DU Ratio Parking Parking Retail/Gallery 16,000 2/1000 SF 32 Office (20,000 sf x 10 stories) 200,000 1/300 SF 667 0 1/ 10-Seats 0 Townhomes/Flats (Approx SF Each) 1000 ea. 168 0.8/DU 134 Public Plaza and Open Space** NA NA Parking structure (130' x 240' x 7) 218,400 320 SF/ SP 680 Podium parking (260' x 170') 44,200 320 SF/SP 125 Parking: On-Street 68 Subtotal 833 873 Parking Required Proposed BLOCK 4 SF DU Ratio Parking Parking Retail/Gallery 1,000 2/1000 SF 2 Office 0 1/300 SF 0 0 1/ 10-Seats 0 Townhomes/Flats (Approx SF Each) 1000 ea. 273 0.8/DU 218 Public Plaza and Open Space** NA NA Podium parking (310' x 150' x 2) 93,000 320 SF/SP 290 Podium parking (65' x 170') 11,050 320 SF/SP 34 Parking: On-Street 44 Subtotal 220 368 Parking Required Proposed PIER 48 SF DU Ratio Parking Parking Artists' Studios/Gallery/Restaurant 177,300 2/1000 SF 355 Outdoor Art Gallery 30,000 0 Subtotal 355 0 Parking Required Proposed GRAND TOTAL SF DU Ratio Parking Parking Retail/Gallery 67,400 2/1000 SF 135 Office 400,000 1/300 SF 1,334 1/ 10-Seats Townhomes/Flats (Approx SF Each) 1,000 1,089 0.8/DU 753 Public Plaza and Open Space** 217,300 NA Artists' Studios 170,300 161 Outdoor Art Gallery 30,000 0 Parking: Structure 655,200 320 SF/ SP 1,360 Podium parking 210,150 320 SF/SP 1,054 Parking: On-Street 187 Total 2,383 2,601

EXHIBITS

SEAWALL LOT 337 61

DEVELOPMENT TEAM FIRM BIOS

BOSTON PROPERTIES, INC. Boston Properties, Inc. Boston Properties, Inc., a self-administered and self-managed real estate Four Embarcadero Center investment trust (REIT), is one of the largest owners, managers, and devel- San Francisco, CA 94111 opers of first-class office properties in the United States, with a significant presence in four core markets: Boston, Washington, D.C., Midtown Manhat- Ph: 415-772-0700 tan, and San Francisco. The Company was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde in Boston, where it maintains its headquarters. Boston Properties became a public company in June 1997 and is traded on the New York Stock Exchange under the symbol BXP.

The Company acquires, develops, and manages its properties through full- service regional offices in Boston, New York City, Washington, D.C., San Francisco, and Princeton, New Jersey. Its property portfolio is comprised primarily of first-class office space and also includes two hotels. Boston Prop- erties is well-known for its in-house building management expertise and has a superior track record in developing Class A, Central Business District (CBD) office buildings, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of high-credit tenants.

Creating Value through Excellence The entire history of Boston Properties reflects Management’s unwavering commitment to a core strategy of building appreciation through property development, acquisition, ownership, and hands-on management in select, supply-constrained markets. This in turn has resulted in higher asset values for our properties over time. We continue to focus on opportunities for ex- pansion in our select geographical markets in order to build long-term value for our shareholders and to support growth in the communities where we do business. 62 SEAWALL LOT 337

Wilson Meany Sullivan, LLC WILSON MEANY SULLIVAN, LLC

Four Embarcadero Center Wilson Meany Sullivan (“WMS”) is a privately owned real estate investment and development firm focused on urban infill locations in the Western Unit- Suite 3330 ed States. WMS brings more than 35 years of experience to its mixed-use, San Francisco, CA 94111 residential, retail and office developments, all of which reflect the company’s commitment to integrity, innovation and quality. Ph: 415-905-5300

Fax: 415-905-5350 WMS was founded in 2003 by development partners of William Wilson & Associates , Wilson Meany LLC and Wilson/Equity Office . Known as premier developers of mixed-use, residential, retail and office properties, WMS and its predecessor entities have long been recognized among the most respected and consistently successful investment and development firms in the San Francisco Bay Area. Collectively, WMS’s partners and professionals have developed over 10 million square feet, including some of the most innovative and distinctive properties in California.

Specializing in complex, large-scale, master planned development, WMS ex- cels in delivering unique real estate solutions which address regional growth challenges and revitalize urban areas. The firm achieves this through out- standing teamwork; creative vision; successful navigation of complex entitlement and regulatory requirements; and sensitivity to the needs and concerns of local citizens and broader communities. Specifically, WMS is known for place-making, historic renovation, innovative technology, sustainability and public/private partnerships.

Place-Making Distinctive design and pedestrian-friendly ambiance are essential elements to successful place-making, a consistent characteristic of WMS projects. Me- ticulous attention to detail in project conceptualization and programming create authentic destinations that generate vibrant experiences. SEAWALL LOT 337 63

Historic Renovation Balancing historic rehabilitation with adaptive re-use, WMS has a proven ability to honor the integrity of irreplaceable structures in a manner that contributes to their future economic success.

Innovative Technology WMS adopts innovative technology to create high-quality, purpose-driven design to enhance functionality, efficiency and sustainability without sacrific- ing aesthetics.

Sustainability WMS believes that projects that attract forward-thinking companies and individuals who are committed to responsible stewardship of the Earth’s resources will be, over the long term, highly successful. Accordingly, integration of green design features, eco-friendly landscaping, public parks and open spaces is of paramount importance. Through quality master planning, WMS is dedicated to creating walkable and transit-oriented communities that will prevail in the 21st century.

Public/Private Partnerships Optimal economic and civic results can be achieved only through structuring agreements that are mutually beneficial to all parties. Effective public/private partnerships – including development agreements, ground leases and tax increment financing – will continue to be critical to the success of most WMS projects. 64 SEAWALL LOT 337

Kenwood Investments, LLC KENWOOD INVESTMENTS, LLC 100 Spear Street, Suite 1600 Kenwood Investments, LLC is a privately owned real estate investment and development company focused on public private partnerships and urban in- San Francisco, CA 94105 fill projects. We are headquartered in San Francisco. Kenwood Investments, Ph: 415-856-0584 LLC was founded by Darius Anderson and Jay Wallace in 2000.

Fax: 415-856-0585 Kenwood Investments, LLC has distinguished itself since its beginning as an expert in complex entitlements across multi-jurisdictional fields. We are currently managing the day to day activities (in partnership with others) for the Treasure Island redevelopment project, The Docks project in Sacramento, The El Cerrito BART Transit Village in El Cerrito and The Marketplace in Anaheim. Additionally, a Kenwood affiliate acquired the leasehold interest for The Aquarium of the Bay in 2006.

Each of our projects requires creative thinking, deep relationships in the community, a thorough understanding of local issues and a commitment to work with our neighborhood partners. All of our work emphasizes sustainability, community benefits and good working relationships with organized labor.

We have worked closely with virtually every City department on our projects, including the Port, Department of Public Works, PUC, Department of the Environment, Board of Supervisors, the Transportation Authority and the Mayor’s office. We maintain strong working relationships with many State Agencies as well.

Kenwood Investments, LLC has proven itself to be a valuable partner over time. We are committed to delivering quality projects that will withstand the test of time. SEAWALL LOT 337 65

DEVELOPMENT TEAM RESUMES

ROBERT E. PESTER Senior Vice President and Regional Manager of the San Francisco Ofﬁ ce Boston Properties, Inc.

Mr. Robert E. Pester serves as Senior Vice President and Regional Manager of our San Francisco office, with responsibility for all of our activities on the West Coast. Mr. Pester is responsible for overseeing existing operations at the Embarcadero Center and the Gateway Center in South San Francisco, as well as our other properties on the San Francisco Peninsula and Silicon Valley. Prior to joining us in 1998, he served as Executive Vice President and Chief Investment Officer of Bedford Property Investors, a real estate investment trust in Lafayette, CA, where he led the acquisitions and development program. Prior to 1994, he was President of Bedford Property Development, a private West Coast development concern that held more than $2 billion in real estate assets. From 1980 to 1989, he was a leading commercial real estate broker with Cushman & Wakefield in northern California, where he last served as Vice President. He is a 1979 graduate of the University of Califor- nia at Santa Barbara with a BA in economics and political science.

Over the past 18 years, Bob has been involved in the acquisition of over 100 properties, and the development of 30 properties in 10 different states in the U.S. 66 SEAWALL LOT 337

CHRISTOPHER MEANY Partner Wilson Meany Sullivan LLC

Chris Meany has been executing innovative urban infill developments in California since 1985. Among his landmark projects are the Ferry Building, One Powell and the Flood Building in San Francisco, and Broadway Pointe in Walnut Creek. Presently, he leads the redevelopment of Bay Meadows in San Mateo, Treasure Island in San Francisco, and Hollywood Park in Inglewood. Before forming Wilson Meany Sullivan, Chris was the managing member of Wilson/Meany, LLC, which he co-founded with Bill Wilson in 1996. Previous- ly, he had his own development practice specializing in high value mixed-use and retail developments, and he began his real estate career in the New York office of Aston Development Corporation. Chris is a member of the Board of Directors of San Francisco Heritage and San Francisco Planning and Urban Research Association (SPUR), and holds a Bachelor of Arts in Economics from Georgetown University.

DARIUS ANDERSON President & CEO Kenwood Investments LLC

Mr. Anderson is founder of Kenwood Investments, and has had a distinguished career in real estate, business, and politics over the last 20 years. In 2000, Mr. Anderson formed Kenwood Investments, a California based real estate development firm specializing in residential and mixed-use urban infill projects, retail, commercial, entertainment and hospitality projects. Kenwood Investments has managed entitlements for the redevelopment of Treasure Island, Anaheim Marketplace, The Docks LLC, the Station Casinos/ Graton Rancheria entertainment and gaming facility in Sonoma County, El Cerrito BART Village, the acquisition of The Aquarium of the Bay, and the redevelopment of the Treasure Island Marina.

Prior to forming Kenwood Investments, Darius was Chief of Staff to the Chief Executive Officer and Manager of the Yucaipa Companies, Mr. Ron- ald Burkle. In this role, Mr. Anderson helped the firm establish a record of creating significant economic value through strategic acquisitions, reposi- tioning and development of its assets. Mr. Anderson’s role as Chief of Staff at The Yucaipa Companies required him to oversee investor relations among private investors and public pension fund investors such as CalPERS, CalSTRS SEAWALL LOT 337 67

and New York City Pension Fund, and oversight of The Yucaipa Companies’ outside lawyers, accountants, financial advisors, and financial and banking relationships. During this period of time, Mr. Anderson was also responsible for overseeing important parts of The Yucaipa Companies’ internal management team, with a primary focus on strategic investment opportunities, regulatory requirements and investor relations.

In addition to managing his multiple business ventures, Mr. Anderson serves as the National Board Chair of the Board of the U.C. Berkeley Institute for Governmental Studies, and sits on the Board of the Jackie Robinson Foun- dation and the Robert Toigo Foundation. Mr. Anderson holds a Bachelor’s degree in communications from George Washington University in Washing- ton, DC.

JAY WALLACE Partner Kenwood Investments LLC

Mr. Wallace is a partner of Kenwood Investments and has been with the firm since he founded the organization in partnership with Darius Anderson in 2000. Prior to joining Kenwood Investments, Mr. Wallace was a member of the law firms of Sanger & Olson, Coblentz, Cahen, McCabe & Breyer, and the San Francisco City Attorney’s Office, where he specialized in real estate entitlement, environmental and development law. Mr. Wallace’s legal career also included a successful litigation practice on behalf of public and private clients involving the California Environmental Quality Act (CEQA) and other significant regulatory issues.

Mr. Wallace is responsible for acquisitions, entitlements, finance, design, and negotiations with federal, state and local regulatory bodies. He has successfully negotiated over $1 billion in real estate transactions, including residential, retail and entertainment projects. Mr. Wallace has been the lead for Kenwood Investments’ Treasure Island redevelopment project.

Mr. Wallace currently serves as a member of the Board of Directors of the Peninsula Coalition, a consortium of public and private leaders in the Bay Area, and has previously served on the Board of Directors of the San Fran- cisco Port Commission, Waterfront Land Use Board and the San Francisco Mission YMCA. Mr. Wallace is a member of the Urban Land Institute (ULI) and the San Francisco Planning and Urban Research Association (SPUR). Jay Wallace earned a Bachelor’s degree in Political Science and Philosophy from Pitzer College, Los Angeles and a Juris Doctorate from the University of Cali- fornia, Hastings College of the Law, San Francisco. 68 SEAWALL LOT 337

DEVELOPMENT TEAM PROJECTS

BOSTON PROPERTIES, INC.

111 HUNTINGTON CENTER AT THE PRUDENTIAL CENTER Boston, Massachusetts

111 Huntington Avenue is part of Boston Properties’ Prudential Center development in Boston, Massachusetts. Located on a 23-acre site in the heart of the prestigious Back Bay section of Boston and adjacent to the Hynes Convention Center, 111 Huntington Avenue offers access to the most im- pressive lifestyle amenities in the city of Boston. 111 Huntington is part of a 3.1 million square foot office and retail complex which is the largest mixed- use development in New England. The building comprises 857,000 rentable square feet of office space and 93,000 square feet of retail space. Joined with the well-known Prudential Center, 111 Huntington Avenue offers the largest enclosed parking facility in New England with protected drop-off, pick-up and limo waiting areas, its own subway station and its own exit ramp from the Massachusetts Turnpike. On-site amenities consist of a wide range of restaurants, retail and business services, the largest fitness facility in Boston, a post office and a child care facility. With its distinctive architecture, the project has already become an immediately recognizable icon on the Boston skyline. 111 Huntington was recently awarded the best new office building in Boston by the Building Owners and Managers Association.

Size: 23 acres Uses: High-rise commercial ofﬁ ce and retail Anchor Tenants: Palmer & Dodge, Towers Perrin, Bain Capital, Federal Home Loan, Bank of Boston, Cheesecake Factory, Barnes & Noble Development Timeline: Construction Start: Spring 1999 Completed: Fall 2001 Developer: Boston Properties, Inc. Operator: Boston Properties, Inc.

SEAWALL LOT 337 69 70 SEAWALL LOT 337

BOSTON PROPERTIES, INC.

TIMES SQUARE TOWER & 5 TIMES SQUARE New York, New York

Boston Properties purchased the rights to develop the Times Square Tow- ers from Prudential. The sites are located on the south side of 42nd Street between Broadway and 7th Avenue in Times Square and comprise of approximately 2.4 million square feet of office space. 5 Times Square, designed by the highly acclaimed architect Bill Pedersen of Kohn, Pedersen, Fox, is a dramatic addition to the New York skyline. The office tower features a dramatic angular shape with a sloping fin on the 7th Avenue side, with space for commercial signage and retail space at the base. 5 Times Square is 100% leased to the professional services firm Ernst & Young. Times Square Tower, designed by David Childs of Skidmore, Owings & Merrill is a 47-story class A office tower. Times Square Tower benefits from special zoning which results in uniform floor sizes and panoramic views from every floor. Times Square Tower, along with Five Times Square across the street, completes the renaissance of Times Square, New York City’s newest, most dynamic business location.

Designed by David Childs of Skidmore, Owings & Merrill Times Square Tower is a 47-story class A office tower. Times Square Tower, along with Five Times Square across the street, completes the renaissance of Times Square, New York City’s newest, most dynamic business location. Times Square Tower benefits from special zoning which results in uniform floor sizes and panoramic views from every floor. 5 Times Square, designed by the highly acclaimed architect Bill Pedersen of Kohn, Pedersen, Fox, is a dramatic addition to the New York skyline. The office tower features a dramatic angular shape with a sloping fin on the 7th Avenue side, with space for commercial signage and retail space at the base. 5 Times Square is 100% leased to the professional services firm Ernst & Young.

Size: Approximately 2.4 million square feet Uses: Commercial Ofﬁ ce/Retail Anchor Tenants: Ofﬁ ce: Ernst & Young, Ann Taylor, O’Melveny & Meyers Retail: Foot Locker Retail, Inc. Development Timeline: 5 Times Square: Construction Start: Fall 1999 Completed: Spring 2002 Times Square Tower: Construction Start: Winter 2001 Completed: Spring 2004 Developer: Boston Properties, Inc. Operator: Time Square Tower: Boston Properties, Inc. 5 Times Square: Completed the Sale of property on Feb 2007

SEAWALL LOT 337 71 72 SEAWALL LOT 337

BOSTON PROPERTIES, INC.

THURGOOD MARSHALL FEDERAL JUDICIARY BUILDING Washington, DC Boston Properties was selected by the Architect of the Capitol in a competitive process to design, finance and construct the project in accordance with the Congressional mandate based on the concept of public- private partnership. Completed in 1992, this 1,000,000 square foot federal office building is located on the US Capitol grounds, adjacent to Union Station and two blocks from the US Supreme Court. The building is the headquarters of the administrative offices of the judicial branch of the Federal Government. The prominent feature of this building is the large and airy four-story glass atrium. Special spaces include chambers for retired Supreme Court justices, a large conference and training facility for federal judges, a day care center and computer center.

Boston Properties was selected by the Architect of the Capitol in a competitive process to design, finance and construct the project in accordance with the Congressional mandate based on the concept of public-private partnership. Completed in 1992, this 1,000,000 square foot federal office building is located on the US Capitol grounds, adjacent to Union Station and two blocks from the US Supreme Court. The building is the headquarters of the administrative offices of the judicial branch of the Federal Government. The prominent feature of this building is the large and airy four-story glass atrium. Special spaces include chambers for retired Supreme Court justices, a large conference and training facility for federal judges, a day care center and computer center.

Size: 1,000,000 square feet Uses: Commercial ofﬁ ce Anchor Tenants: Major Commercial Administrative ofﬁ ces of the Judicial Branch of the Federal Government Development Timeline: Construction Start: October, 1990 Completed: October, 1992 Developer: Boston Properties, Inc. Operator: Boston Properties, Inc. SEAWALL LOT 337 73 74 SEAWALL LOT 337

BOSTON PROPERTIES, INC.

EMBARCADERO CENTER San Francisco, California

San Francisco is the nation’s west coast financial center. It is home to leading financial institutions, investment management firms, venture capitalists, law firms, consultants and other business services. A combination of factors including a talented, highly educated labor pool and exceptional “quality of life” continue to draw and to keep the most successful businesses in San Francisco. In San Francisco, new supply is projected to be limited by several factors including legislated growth restrictions and lack of developable sites in the core financial district. With sweeping views of San Francisco Bay, the Golden Gate Bridge and the Bay Bridge, Embarcadero Center is situated in the heart of the Financial Dis- trict. Located on an 8.4-acre site, Embarcadero Center encompasses four million square feet of office and retail space with convenient access to Interstate 80 and public transportation.

One Embarcadero Center is a 45-story structure consisting of 40 floors of Class A office space with three levels of retail and commercial space at the base of the tower. The building sits atop four levels of underground parking.

Two Embarcadero Center is a 32-story structure consisting of 30 floors of Class A office space with three levels of retail and commercial space at the base of the tower. The building sits atop four levels of underground parking.

Three Embarcadero Center is a 32-story structure consisting of 30 floors of Class A office space with three levels of retail and commercial space at the base of the tower. The building sits atop three levels of underground parking.

Four Embarcadero Center is a 45 story structure consisting of 40-floors of Class A office space with three levels of retail and commercial space at the base of the tower. The building sits atop three levels of underground parking.

Size: Four Million square feet Uses: Commercial ofﬁ ce/Retail Development Timeline: Year Built: 1970 to 1980, Year Acquired: 1998 Architect: John Portman & Associates Owner and Operator: Boston Properties, Inc. SEAWALL LOT 337 75

Anchor Tenants: Allen Matkins Leck Gamble Mallory & Natsis LLP Bain & Company Baker & McKenzie Bingham McCutchen LLP Cowen & Company Dresdner RCM Global Greene Radovsky Maloney & Share LLP Howard, Rice, Nemerovski, Canady, Falk & Rabkin Kirkpatrick & Lockhart Nicholson Graham LLP Kleiner Perkins Cauﬁ eld & Byers Marsh USA Nixon Peabody LLP Price Waterhouse Coopers Prudential Insurance Company of America Reed, Smith Severson & Werson Sheppard, Mullin, Richter & Hampton LLP Skadden, Arps, Slate, Meagher & Flom LLP Steefel, Levitt & Weiss Townsend and Townsend and Crew LLP Wachovia Securities Banana Republic Goach Godiva Chocolatier L’Occitane en Provence Williams-Sonoma Victoria Secret 76 SEAWALL LOT 337

WILSON MEANY SULLIVAN, LLC

THE FERRY BUILDING San Francisco, California

Constructed in 1898, the Ferry Building is the symbol of San Francisco’s Waterfront, the City’s main transportation hub for a half-century, and the most significant building to survive the 1906 earthquake. The building fell into a state of neglect and disrepair, suffering a series of destructive renovations and additions, as well as being functionally cut off from the city by an elevated freeway. WMS, collaborating with lead architect SMWM and the Port of San Francisco, inherited a building in decline, with virtually no public space. The design approach completely reinvented the building making it a permeable and highly public destination that has a new life a well-loved public icon. The project has been overwhelmingly successful—the building became 100% leased and occupied within a year of opening; Marketplace merchants are exceeding sales goals on a daily basis; Ferry ridership is up as much as 27%; and the Ferry Building Farmers’ Market has seen atten- dance double in a single year. The project has become a catalyst for the waterfront drawing San Franciscans back to the waterfront and kick-starting development to the south and north. For its dramatic reconnection to the waterfront, the project received numerous awards including the 2003 National Historic Preservation Award, and the San Francisco Business Times 2002 Real Estate Deal of the Year. In 2007, the Ferry Building received the Environmental Design Research Association (EDRA)/Places Award for Place which recognizes completed projects that demonstrate excellence as human environments.

Size: 240,000 square feet Uses: 65,000 square feet of retail, 175,000 square feet of ofﬁ ce Anchor Tenants: Stone & Youngberg, Coblentz Patch Duffy & Bass, The Slanted Door, Taylor’s Refresher, Market Bar, Sur La Table, Peet’s Coffee & Tea Development Timeline: Construction started in January 2001 and was completed in 2002 Project Cost: $106.7 Million total; 46.8 Million Equity Reference: Byron Rhett, Director of Planning & Development, Port of San Francisco Developer: Wilson /Meany LLC (Predecessor to Wilson Meany Sullivan LLC) Operator: The Blackstone Group

SEAWALL LOT 337 77

78 SEAWALL LOT 337

WILSON MEANY SULLIVAN, LLC

THE FLOOD BUILDING San Francisco, California

Located at the corner of Powell and Market Streets near Union Square, the Flood Building is a registered San Francisco Landmark. The Flood family, descendants of James Flood who constructed the building in 1904, retained principals of Wilson Meany Sullivan to redevelop the 12-story building. The renovation included a complete rehabilitation of the building’s lower three floors and meticulous restoration of the original Colusa sandstone façade. Flagship retail tenants, which benefit from the area’s significant pedestrian traffic, include Gap, Urban Outfitters and Anthropologie. The project received awards of merit from San Francisco Heritage and the California Chapter of the AIA.

Size: 360,000 square feet Uses: Ofﬁ ce 260,000 square feet Retail 100,000 square feet Anchor Tenants: Gap, Urban Outﬁ tters and Anthropologie Development Timeline: 1993 Development Manager: Principals of Wilson Meany Sullivan Owner/Operator: The Flood Family (building is managed by Wilson Meany Sullivan, LLC)

SEAWALL LOT 337 79 80 SEAWALL LOT 337

WILSON MEANY SULLIVAN, LLC

THE EXPLORATORIUM San Francisco, California

The Exploratorium, San Francisco’s popular museum of science, nature, art, human perception and technology, is in the process of creating a permanent home for its exhibits and operations. In 2005, Wilson Meany Sullivan was retained to manage the entitlements, design and construction of a new museum on the Embarcadero at Piers 15/17. This role includes negotiating a 66-year ground lease with the Port of San Francisco. The Piers fall within the San Francisco Embarcadero National Register Historic District, and in the National Register of Historic Places. Accordingly, they will be renovated to preserve the historic fabric of their San Francisco waterfront location and to house the Exploratorium’s public exhibitions, classrooms, café and store, exhibit fabrication space and a national center for teacher development. The majority of the existing infill area between the piers will be removed to expose the water and to create a “water pile garden”, providing a scenic outdoor exhibit area.

Size: 300,000 square feet Uses: Museum + Classrooms + Retail + Public Outdoor Space Anchor Tenants: The Exploratorium Development Timeline: Under development Development Manager: Wilson Meany Sullivan , LLC Operator: Not applicable SEAWALL LOT 337 81 82 SEAWALL LOT 337

KENWOOD INVESTMENTS, LLC

TREASURE ISLAND San Francisco, California

Treasure Island is a 400-acre mixed-use redevelopment opportunity located in the heart of the San Francisco Bay. The reuse plan for this former Navy base includes 6,000 market rate and affordable homes, 400 hotel rooms, 250,000 square feet of retail and commercial space, and approximately 300 acres of new public open space.

Based on its strategic network, Kenwood Investments built the team that successfully won the competitive bid for this project. While Treasure Island presents an extraordinary opportunity, the site is regulated by a host of governmental agencies at the local, regional, state and federal levels. Kenwood Investments serves on the Executive Committee of the development company and manages the complicated multi-jurisdictional public-private entitlement and development process.

Size: 400 acres Uses: residential, retail/commercial, hotels with spa and conference center, public facilities, marina, open space, historic reuse Anchor Tenants: n/a Development Timeline: Projected to start 2010 Project Cost: $1.2 Billion Reference: Michael Cohen, Mayor’s Ofﬁ ce of Economic Development, City and County of San Francisco Developer: Treasure Island Community Development (a partnership of Kenwood Investments LLC, Wilson Meany Sullivan LLC, Stockbridge Capital Partners, and Lennar) Operator: n/a SEAWALL LOT 337 83

Neighborhood Park 84 SEAWALL LOT 337

KENWOOD INVESTMENTS, LLC

THE DOCKS Sacramento, California

Kenwood Investments, along with its partners, has been selected through a competitive bidding process to be the master developer for the Sacramento Docks Area, a 23 acre riverfront site in downtown Sacramento. The site is located at the heart of the urban waterfront, near the Capitol, Old Town Sacramento, and the downtown shopping center.

The site features unprecedented development opportunities for the region, but faces challenges from a planning perspective including existing infrastructure, environmental remediation, and flood protection. Kenwood and its partners are currently working with the City’s Redevelopment Agency to help with the resolve these issues. In addition to this site analysis, planning work is ongoing to develop a scheme that meets the land use goals of the community, realizes the potential of this unique site, and creates a project that is economically successful.

Size: 23 acres Uses: residential, retail/commercial, open space Anchor Tenants: n/a Development Timeline: Projected to start 2010 Reference: Beth Tincher, Economic Development Department, City of Sacramento Developer: KSWM Docks Partners LLC (a partnership of Kenwood Investments LLC, Wilson Meany Sullivan LLC, and Stockbrigde Capital Partners) Operator: n/a

SEAWALL LOT 337 85

B. PHASE I DESIGN & DEVELOPMENT CONCEPT

SEAWALL LOT 337