Exhibit A: Map of 20th Street Buildings th Pier 70 20 Street Historic Buildings Building 113-114 UIW Machine Shop Size: 100,000 sqft Rehab Cost: $50 Million Plan calls for publicly orient use: Very Significant Building Stabilization efforts in 2011. Vacant Building 115-116 Size: 38,000 sqft; could add 42,000 sqft Rehab Cost: $31 Million Encouraged Uses: Office, Institutional, Cultural, Commercial, restaurant, parking Very Significant Building Port Maintenance Department use. Building 101 Size: 56,000 sqft Rehab Cost: $25 Millon Encouraged Uses: Office, Institutional, Cultural, Commercial Very Significant Building Vacant Building 102 Size: 8,000 sqft Rehab Cost: $4.5 M. Encouraged Use Institutional, Cultural, Commercial, Retail, Restaurant Very Significant Building Vacant Building 104 Size: 38,000 sqft Rehab Cost: $18 M. Encouraged Uses: Office, Institutional, Cultural, Commercial Very Significant Building Vacant Building 14 -- behind 113 Size: 16,000 sqft, could add 23,000 sqft Rehab Cost: $21.5 M. with added floors Encouraged Uses: Office, Institutional, Cultural, Commercial, Industrial Context Building Vacant now. Total Square Feet: 315,000 Exhibit B CULTURESTRUCTURE Proposal to the Port of San Francisco For the Pier 70 20th Street Historic Buildings December 2, 2011 CULTURESTRUCTURE CULTURE arts, knowledge, beliefs, values, improvement STRUCTURE something built, an arrangement, a system of parts Building is an act of re-creation, a re-ordering of our surroundings to improve our lives. Our goal is to address the changing patterns of our world. To support the human, natural, and economic resources that is the heart of San Francisco’s soul. We want to build an environment that stimulates creativity and enhances the human spirit. The new Art, Entertainment and Recreation Factories at Historic Pier 70 CULTURESTRUCTURE.com 2 DAS Development Advisory Services, Inc. December 2, 2011 576 Sacramento Street, 7th Floor, San Francisco, CA 94111 Kathleen Diohep Project Manager Port of San Francisco, Pier 1 San Francisco, CA 94111 RE: Request for Proposals - Pier 70: 20th Street Historic Buildings Dear Ms. Diohep: We are realistic. Pier 70 has many challenges. The economic factors, physical deterioration and environmental remediation hurdles alone are enough to scare most opportunistic developers away from seeking value from the reuse of this iconic monument of San Francisco’s historic waterfront industry. We have a plan that can put the historic office buildings and factories of Pier 70 back to work. It will be a collaborative effort requiring a partnership with not just the Port of San Francisco, but with the creative energy of the many talented artists within the community and the Bay Area. Pier 70 has the capability to be one of the most renowned cultural centers within and outside San Francisco. It contains the most unique montage of fascinating waterfront industrial architecture anywhere in California. Our approach is to lever art and structure to produce innovation. It will be an organic process, produced without the synthetic stereotype of a planned formulaic development. It will be a platform to provide for opportunity without prescribing the ingredients. We have done our homework on the site and believe we can harvest the raw potential of Pier 70 to create a place that will be a new landmark on the San Francisco Waterfront. Sincerely, Peter Brandon Principal Development Advisory Services, Inc. CULTURESTRUCTURE.com 3 Contents I - Summary a. Introduction b. Development Entity, Management and Consultant Team c. Concept for the 20th Street Historic Buildings - Building Uses and Activities - Rehabilitation Strategy - Structural Considerations and Seismic Retrofit Concept e. Master Plan Redevelopment Approach f. A Platform for Expression g. Conceptual Master Plan h. Development Management and Consultant Team Information II - Technical Information and Exhibits (under separate cover) III - Confidential Financial Materials (under separate cover) CULTURESTRUCTURE.com 4 Introduction Melkweg, Amsterdam, NL We believe: The Pier 70 Master Plan has enormous potential that will be realized when uncertainty in the planning process is secured and construction costs are determined. Mission Bay has become a dynamic new neighborhood with strong evidence of continued increasing value that will accelerate the development of Pier 70. Art, Entertainment and Recreation will be a synergistic use of the Historic Buildings of Pier 70 benefiting future tenants of the new Pier 70 buildings. It makes sense to plan and build all future proposed structures immediately adjacent to the Historic District in unison with the Historic Buildings. The cost of rehabilitating the Historic Buildings as a separate project will require a significant subsidy from both public and private sources of capital to make them economically viable. We Propose: To unlock the value of the Historic Buildings - by removing uncertainty and development risk to potential tenants. Achieved through the restoration of the existing building shell, core and structural components, as well as eliminating environmental risk factors. To create an Art, Entertainment and Recreation quarter that will accommodate San Francisco’s unique Culture while concurrently enhancing neighborhood character and the desire to occupy the new Pier 70 Structures. An economically viable strategy, that promotes cost saving through the simultaneous planning and development of adjacent sites north and south of the Historic Buildings, without subvention from public capital contributions. CULTURESTRUCTURE.com 5 Development Entity, Management and Consultant Team CULTURESTRUCTURE Partners, LLC A new development entity, CULTURESTRUCTURE Partners, LLC will be directed by a Management Committee led by Peter Brandon of Development Advisory Services, Inc. (DAS) a San Francisco based, development management company which specializes in the creative reuse of infill industrial property, to provide financially viable, architectural sustainable design, multi- use master planned campuses for information based industry. CULTURESTRUCTURE Partners, LLC will fund the development with a combination of equity and debt necessary to fund the project, through NCA Real Estate, Inc., as well as other financing sources noted in the Technical Information section of this proposal. We have assembled an excellent team of local professionals to help implement our vision for Pier 70. David J. Zak is principal of NCA REAL ESTATE ("NCA"), a privately held real estate development and investment firm based in Newport Beach, CA. The Our Management and Consultant team includes: company has deep roots and strong relationships in the institutional and private equity capital markets and expertise in all product types. Development Advisory Services, Inc. (DAS) The management team membership is characterized by extensive experience NCA Real Estate (NCA) in public/private development projects. CULTURESTRUCTURE Partners, LLC Rudolph and Sletten, Inc. will undertake the project as both a horizontal and vertical land/building development model and will establish sublease agreements with partner ELS Architecture and Urban Design affiliates or other Port approved tenants to operate the vertical projects after Degenkolb Engineers build out. Sherwood Design Engineers A key aspect of the management team and consultants is that we have all worked together successfully for many years. We understand the local Treadwell and Rollo development market, issues and constraints. We understand the capital market Jay Wallace Associates requirements, opportunities and sources. Sanger and Olson CULTURESTRUCTURE.com 6 Concept for the 20th Street Historic Buildings Art, Entertainment and Recreation Factories at Historic Pier 70 We want to build an environment that stimulates creativity and enhances the human spirit, a venue conceived to combine culture, industrial history, recreation and entertainment. A place to learn, experience, listen, work and play. Above all, a place to come out and have fun all day and night. Our plan provides for the rehabilitation of the historic structures preparing them as a functional shell, ready to accept specific tenant improvements to the interior. Building shell restoration, environmental clean-up, structural seismic upgrades, building utility systems, common area and core improvements are included. CULTURESTRUCTURE.com 7 Building Uses and Activities Building 101 (56,268 sf) Name: Arts Hostel Description: A building devoted to cultural production. Artists work studio space for media art, visual art, photography, sculpture, fashion, design and writing. Consisting of professional guest artists and exhibition space with the objective of supporting interaction and relationships between the audience and exhibitor. The buildings existing interior floor plan of individual but interconnected office suites is perfect for small but elegant studio workspace. Notable Example: Smart Project Space Amsterdam, NL http://www.smartprojectspace.net/ CULTURESTRUCTURE.com 8 Rehabilitation Strategy Building 101 – Provide “warm shell” for individual and group arts studios. Provide new electrical service and primary distribution Studios will range in size from existing typical office size (200-300 s.f.) to multiple space suites with corridor or half floor wing (3,500-4,000 s.f.). Provide fire sprinkler and core fire alarm system Improvements will include: Renovate existing toilets to provide accessibility Exterior Basic “clean-up” in tenant spaces Repair cement plaster exterior