FRIENDS OF MARE ISLAND, LLC - Vallejo … OF MARE ISLAND, LLC C/O ... to the State owned 5-Star hotels and ... to US for an on-site hotel operations training and live-study at UNLV

MARE ISLAND CONVENTION • RESORT

FRIENDS OF MARE ISLAND, LLC C/O PGI DEVELOPMENT, LLC 4695 MACARTHUR COURT ELEVENTH FLOOR NEWPORT BEACH CALIFORNIA 92660 (949) 673-5700

FRIENDS OF MARE ISLAND, LLC

Response to: REQUEST FOR QUALIFICATIONS

NORTH MARE ISLAND DEVELOPMENT OPPORTUNITY CITY OF VALLEJO, CALIFORNIA

"View SW toward San Francisco"

Submission Date: October 1, 2014


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TABLE OF CONTENTS TABLE OF CONTENTS ..................................................................................................................................................................................................... iii

1. TRANSMITTAL LETTER (copy) .................................................................................................................................................................................... v

2. EXECUTIVE SUMMARY FOR PUBLIC REVIEW............................................................................................................................................................. 2

Developer Entity – Friends of Mare Island, LLC ......................................................................................................................................................... 4

3. STATEMENT OF QUALIFICATIONS ............................................................................................................................................................................. 5

Principal Partner ........................................................................................................................................................................................................ 5

Managing Director, Asia Pacific Region ..................................................................................................................................................................... 6

Planning & Entitlements – terra3, LLC ....................................................................................................................................................................... 9

Development Team .................................................................................................................................................................................................. 11

Development Anchor/Operator – The Mayer Corporation ..................................................................................................................................... 15

Comparable Development # 1 ................................................................................................................................................................................. 16



Heavy/Vertical Construction – Balfour Beatty ......................................................................................................................................................... 18


Project Management – Hill International ................................................................................................................................................................ 21

Team Relevant Experience ....................................................................................................................................................................................... 23

Team Expertise ......................................................................................................................................................................................................... 33

Team Experience Matrix .......................................................................................................................................................................................... 34

4. NARRATIVE CONCEPT FOR NORTH MARE ISLAND .................................................................................................................................................. 35

TABLE ONE – Phase I – Entitlement Budget ............................................................................................................................................................. 38

TABLE TWO – Phase II - Construction Budget & Job Creation ................................................................................................................................. 39

TABLE THREE – Phases III thru VI - Construction Budget & Job Creation ................................................................................................................ 40

5. DISCUSSION OF EXTRAORDINARY ENTITLEMENT PROCESS.................................................................................................................................... 41


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1. TRANSMITTAL LETTER (copy)


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“For over 140 years, Mare Island was home to the Navy, who successfully

defended our nation, its natural resources, and our freedom.

“Therefore, it is only befitting, that as we write this next chapter of North Mare

Island, and enter into this new era, we recognize the historic character of Mare

Island, we remember those who gave their lives to serve, and we return to a

world of self-sustainability. This is the world we must envision, adopt, and insist

upon. For when you think about it, sustainability is the best way to teach,

preserve, and promote peace, today and for generations to come.”

“Friends of Mare Island, LLC has assembled a Development Team unmatched in

skill set and resources to secure the future of Mare Island and the City of Vallejo.

It is our hope the City and Staff will recognize and seize this opportunity to

develop North Mare Island into all that it can be.”

Friends of Mare Island, LLC


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2. EXECUTIVE SUMMARY FOR PUBLIC REVIEW

JOBS:

The Project will result in a significant increase in jobs which is one of the primary objectives of the City. We estimate over 3,400 permanent jobs will result from the project. In addition, there will be a significant number of high-paying construction jobs as well as temporary and permanent “induced” or “indirect” jobs generated by the project that will benefit local businesses, residents and of course, local organized labor. The number and types of jobs will be more precisely identified in the economic and fiscal studies undertaken by the Developer.

DEVELOPMENT TEAM SUMMARY:

The Development Team consists of developers, builders, contractors, architects, consultants and advisors experienced in all aspects of real estate worldwide, including all uses contemplated for the project site. The Developer is Friends of Mare Island, LLC whose principals and members are more specifically identified in the Statement of Qualifications of the RFQ Response.

MEETING THE CITY OBJECTIVES:

We sincerely believe that each and every objective listed by the city in its RFQ can be met by the contemplated Project. We also acknowledge the need to modify and fine-tune the project as conditions, circumstances and needs change and as new information become available during its planning and analysis stages. The over-arching and mutual goal must be an alignment of goals and objectives to achieve a successful project.


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THE NORTH MARE ISLAND PROPERTY:

The Developer seeks to acquire Reuse Area 1A and the “Additional Area.” Additionally, the Developer seeks the use of the pier and access road.

The acreage breakdown is:

Reuse Area 1A:

o Area XV-A(1): 67.2 Acres

o Area XV-A(2): 27.9 Acres

o Area XV-B(1): 31.8 Acres

o Area XV-B(2): 4.5 Acres

o Area II: 25.7 Acres

Total Reuse Area 1A: 157.1 Acres

Additional Area: 26.7 Acres

Total Development Area: 183.8 Acres

Mare Island is a gem, located between two of the most visited destinations in California, San Francisco and Napa Valley. With the

right planning, vision, and funding, it can be developed into a beautiful destination for visitors and tourists alike yet still preserve its

steep history; as well as maintain its natural beauty and charm, which must be preserved and protected.


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Developer Entity – Friends of Mare Island, LLC

Friends of Mare Island, LLC (the “LLC”, “FOMI” or “Developer”), was formed and funded as a

limited liability corporation for the specific purpose of developing the north end reuse area

with its surrounding infrastructure. Its Architects, and Development Team, seek the

opportunity to show the City and Community how this can be accomplished, and during the

Exclusive Right to Negotiate (“ERN”) period, would complete two Market & Economic, Highest & Best Use, Feasibility Studies, one

with, and one without, a gaming component, along with conceptual site and architectural plans for the City Council’s review.

The initial Fifteen Million Dollar funding ($15,000,000) has been allocated for entitlements, partial demolition of existing buildings,

and economic and feasibility studies for the purpose of determining the highest and best use of the site. These studies include the

funding for local environmental review and approvals such as an Environmental Impact Report (if determined as necessary or

prudent this could be an Environmental Impact Report / Environmental Impact Statement), an amendment to the Specific Plan, and

State Approvals and Federal Approvals required to develop the property. Once local discretionary approval of the entitlement phase

is near completion, additional funding will be deposited within the LLC or its affiliates to begin the concurrent development of

infrastructure improvement plans, construction phasing plans, environmental preservation plans, parcel maps and tentative and

final maps in order to further develop the site.

The initial funding is summarized in “Table One” (Phase I). Tables Two and Three show the magnitude of the additional funding

(Phases II thru VI) required for anticipated construction activities on the property. Funding “soft” commitments for Phase II thru VI

have been obtained (see Section 6 – Letters of Reference).

The Development Team has committed to work with the Developer to scope out the project, and provide the documents needed to

take the Development from concept to working drawings. Additional consultants will be added to the Team as required. The

Team’s early focus will be to set out concept plans to satisfy the City’s economic and land use goals.

Once the initial consultant tasks have been developed the consultants needed to construct infrastructure and buildings will be hired.

This Team will include civil engineers, architects, structural engineers, mechanical engineers, landscape architects and specialty

consultants.


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Steve Abraham

Spanish Hills Country Club

Camarillo, CA

3. STATEMENT OF QUALIFICATIONS

Principal Partner

Steve Abraham is the principal partner of the LLC and a seasoned real estate professional with an extensive 30-

year real estate development, asset management, commercial and investment acquisition & disposition, and

marketing background, in the California market and throughout the United States. Trustee and Financial

Advisor to O Hill Capital (and its related entities), Principal of Property Group International, and Managing

Member of PGI Development, LLC.

O Hill Capital is a California limited partnership whose holdings include: NNN Realty Fund, Retail Realty Fund,

Residential Realty Fund, and Golf Realty Fund.

NNN Realty Fund: NNN Realty Fund (NNN) owns trophy triple net real estate investments which include the LA Wholesale Produce

Market, the major facility for the distribution of fresh fruits and vegetables in the twelve western states and is the largest wholesale

produce market in the world, Upper Newport Plaza, an award-winning office complex of seven office buildings in Newport Beach,

and Monarch Beach Promenade Land which comprises 8.52 acres of multi-tenant retail leased fee land in Monarch Beach, California.

Retail Realty Fund: Retail Realty Fund (R2F) owns retail real estate investments including Monarch Beach Promenade, a multi-

tenant shopping center with 15 tenants including California Bank & Trust and Monarch Beach Market, Plaza Empresa, a 2.36 acre

shopping center with an Arco service station and Pizza Hut, and the El Camino Real CVS in

San Clemente, California.

Golf Realty Fund: Golf Realty Fund (GRF) owns golf real estate investments including The

Golf Club at Newport Beach Country Club, consisting of approximately 132 acres improved

with an 18-hole championship golf course, practice facility and a golf clubhouse located in

Newport Center in the heart of Newport Beach, and the Tennis Club at Newport Beach

Country Club, which recently received City & Coastal Commission approval for a new

Tennis Clubhouse, Fitness Center, five villas and 27 bungalows. SeaCliff Country Club


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Shermen Chiang

consisting of approximately 143 acres of land with an eighteen-hole championship golf course, practice facility, golf clubhouse,

swimming pool and a large tennis facility located near the ocean in Huntington Beach, California, and Spanish Hills Country Club

consisting of 152 acres plus a 41,985 sf golf clubhouse and a 2,000 sf tennis clubhouse, both designed by Robert Altevers, 5 tennis

courts, a beautiful swimming pool and an 18-hole championship golf course with practice facilities located in Camarillo, California.

Managing Director, Asia Pacific Region

Shermen H. Chiang, CHA was the first Chinese American hotelier approved and certified by the American Hotel

and Lodging Association (AH&LA) Education Institute for the Certified Hotel Administrator (CHA) credential in

1987 and was one of the few hundreds of CHA worldwide granted the highest honor for a Charter Lifetime CHA

Credential in 2008.

A native of Taiwan, Shermen Chiang came to the United States in 1974, and graduated from the College of

Hotel Administration at University of Nevada, Las Vegas (BS, Hotel, and UNLV) in 1981. After graduation, he

joined the Hilton Corporation and Del Webb Corporation, for hotel management jobs in Las Vegas until 1983 when he relocated to

California. He began devoting his time to franchise lodging development from the acquisition of the land, through financing and

project completion, and provided hotel asset management consultant services. Within just a 6 years timespan, through 1991, he

had developed and managed a total of 20+ lodging plus commercial mixed used projects.

In 1996, during the early stages of China’s tourist development, Mr. Chiang, represented IMAX, Discovery Channel Merchandise, and

along with GMs from Hilton Hotels, was invited by the City of Shanghai and Tianjin Bureau of Tourist, to provide hospitality

development consultation and management training seminars to the State owned 5-Star hotels and State owned commercial re-

development projects. He later personally handpicked a group of 55 Chinese hotel executives to US for an on-site hotel operations

training and live-study at UNLV campus as well as the hotels in both Las Vegas and Los Angeles. These group of 55 hotel executives,

were the “seeds” which later contributed to the phenomenal success of the Chinese hospitality development and management

fundamental structure, for Cities like Beijing, Tianjin, and Shanghai, and later, extending nationwide.


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Because of decades of a long distinguished track record and management experience in hotel and resort projects in U.S., China and

Taiwan and also of his expertise in promoting national brands, restructuring of finance, and implementation of risk management, he

helped turn around many troubled real estate projects for both the lenders and owners. Furthermore, his unique integration of

Western management philosophy and concepts, along with Chinese traditional culture and customs, has provided a very unique and

special customer satisfaction.

Mr. Chiang has been distinguished as a true hospitality professional, among many globally brands, who retain Mr. Chiang as their

U.S. Branding consultant for the Greater China Market. Mr. Chiang is a Certified Hotel Administrator with GM credentials for major

hotel brands including Carlson Hotels, IHG, Choice International, Wyndham Hotels, Best Western International…etc., and is

specialized in the development and management of franchised hotels, Regional Malls, Mixed-Used projects, and Theme Parks, from

startup to completion.

Project Experience

Miramar Hotel (Da-I-Chi Hotel), LAX CA.

Grand Inn, Monterey Park, Royal Inn, Rsmd, Royale Inn SFS, Comfort Inn Downey, New Star Inn, El Monte, Roadway Inn,

Monrovia, Pasadena Inn, Pasadena, Western Inn, Azusa, Best Inn, Santa Ana, Travel Inn, Buena park, Industry Inn, COI, Valley

Inn, COI. Ambassador Inn, Alh, Garden Inn, Rsmd

B/W Plus, Monterey Park Inn, MPK Ca.

B/W Plus, Markland Hotel, MPK Ca.

Sheraton Hotel (Double Tree), Montebello CA.

Travelodge (HIE), Montebello CA.

B/W Pioneer Inn (Quality Inn and Suites), Artesia CA

B/W Moreno Valley Hotel and Suites, MV Ca.

(B/W) Hotel Perris, Perris Ca.

The Summerset Hotels / Pacific Hotels, Santa Monica Ca.

Hilltop Hotel, (Hyatt Place) Pomona Ca.


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Diamond Bar Inn and Suites (La Quinta) Pomona, Ca.

La Posada de Albuquerque (The original Conrad Hilton Hotel), NM

La Posada de Santa Fe, Santa Fe, NM

The Plaza Hotel, Santa Fe, NM

The Los Alamos Inn and Conference Center, Los Alamos, NM

Crystal Palace Hotel Tianjin, China

DingShanHu GC, Guest House, Shanghai China

Nanjin, Zhong-Shan-Lin Hilton National Hotel, Nanjing China (proposed)

NanNing Hilton and Convention Center ASEAN Hotel, Nanning, GuangXi (proposed)

The Airport Hotel Taipei (Sofitel), Taiwan (old Airport Transit Hotel)

Ramada Suites, Anaheim Convention Center (Disneyland Park) Ca.

Travelodge, Anaheim Convention Center (Disneyland Park) Ca.

Radisson Suites Hotel (Park Inn by Radisson) Covina Ca.

IMX3D Spectrum Center Irvin, Ca.

IMX3D, Kaohsiung Science Museum Taiwan

TaiMall Family Entertainment Mall, Taoyuan, Taiwan

Dave&Busters, Taoyuan, Taiwan

LLC Members:

Ken Merkey has been involved in the management and funding of significant developments which include

luxury lodging and gaming facilities. The LLC believes that at the completion of a market study the

development will include substantial lodging components and a gaming component. Ken’s task will be to

provide the funding for this component of the development and to assist in the hiring of additional

management needed as the entitlements and development phases progress.

Ken Merkey


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Ken Merkey is a Senior Vice President with the Sunway Hotel Group and has held senior management positions at Citigroup, Itochu

Corporation, and Thomson McKinnon Securities. As a Vice President of Citibank he was responsible for project financing and

relationship banking in the petroleum industry and was located in New York, Singapore and London. At Itochu Corporation he was a

Vice President and head of the corporate development division in New York. With Thomson McKinnon Securities he was a Vice

President and head of the Project Finance Department. Additionally, from 1994 to 1996 he was Chairman and CEO of Trans World

Gaming Corporation (NASDAQ:IBET). From 1996 to 1997 he was Chairman and CEO of Trans Arctic Petroleum Corp, a Canadian

public company.

Mr. Merkey is a graduate of Yale University and has completed postgraduate work at Wharton Business School and Stanford

University. He spent 6 years as a submarine officer in the US Navy. He has been licensed as a gaming manager in Louisiana and

France.

Planning & Entitlements – terra3, LLC

Site planning and local development entitlements will be managed by terra3, a separate limited liability

corporation which is also a member of the LLC. terra3 consists of Dave Dolter, Greg Randall and Owen Poole.

Dave Dolter is a development entitlement specialist having achieved approvals for over

8,500 units and seven master planned projects. His consulting practice includes real

estate acquisition, project management and asset recovery for private, institutional and

public sector clients for projects located in the greater San Francisco Bay region, greater Sacramento, and the

Central Valley areas. A recognized manager and team builder, he has managed organizations with over 1,100

employees. He co-founded a highly successful development company and is a former city manager and

planning director. He is a licensed Real Estate Broker and a graduate of California State University, Fullerton.

Dave Dolter


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Owen Poole

Greg Randall

Greg Randall studied architectural and industrial design at Kent State University and completed a B.S. degree in

landscape architecture, with honors, at Michigan State University. From 1971 until the present (2013), he has

worked as a professional urban and community planner and landscape architect. His work in the Bay Area of

California as well as in other regions of the United States involved him with many of the best planned projects

in the region. Since 1993 he has served as principal and president of Randall Planning & Design, Inc. in Walnut

Creek, California, a landscape and urban planning firm that specializes in large-scale master planned

communities.

Owen Poole organized his consulting practice in 1995 to leverage an extensive background in real estate

project management and real estate services, to assist his clients in the acquisition, due diligence, entitlements,

scheduling and budgeting of real estate projects. His clients include private individuals, privately held

developers, publicly held developers, engineering firms, cities and other public agencies. Poole has managed

real estate projects in Canada, Australia, and Iran. In addition, project types have varied widely, from

manufacturing, institutional, and commercial/retail to residential uses. Owen has degrees in Architecture and

Construction Management from Ryerson University in Toronto, Canada. Owen is a licensed Real Estate Broker

and a Licensed General Contractor in the State of California.


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Development Team

MASTER DEVELOPER: Friends of Mare Island, LLC, c/o PGI Development, LLC

Attn: Steve Abraham, 4695 MacArthur Ct., 11th Floor Newport Beach, CA 92660 Tel: 949/673-5700, [email protected]

PLANNING & ENTITLEMENTS: terra3 LLC1

David Dolter, Greg Randall & Owen Poole 3068 Oakraider Drive, Alamo, CA 94507 Tel: 925/766-6160, [email protected]; [email protected]; [email protected] The Sunway Hotel Group, www.sunwayhotel.com

R. Kenneth Merkey1, Senior Vice President

20 via Mantova #109, Henderson, NV 89011 Tel: 702/407-5294, Cel: 203/545-4485 [email protected]

PROJECT MANAGEMENT: Hill International Inc., www.hillintl.com

Craig W. Johnson, Senior Vice President 10801 W. Charleston Blvd., Ste. 650 Las Vegas, NV 89135 Tel: 702/515-7490, [email protected]

HEAVY/VERTICAL CONSTRUCTION: Balfour Beatty Construction2, www.balfourbeattyus.com

Gordon Childress, President, Northern California Division 5858 Horton Street, Suite 170, Emeryville, CA 94608 Tel: 510/903-2054 Cel: 415/902-4688, [email protected]

1 Member of Master Developer LLC 2 On Napa Solano Building and Construction Trades Council list of General Contractors

mailto:[email protected]




http://www.sunwayhotel.com/


http://www.hillintl.com/


http://www.balfourbeattyus.com/



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DEVELOPMENT ANCHOR/OPERATOR: The Mayer Corporation, www.mayercorp.com

Chris Piché, Vice President–Development 8951 Research Dr., Irvine CA 92618 Tel: 949/759-8091 Ext. 237 Cel: 949/648-4217 [email protected]

ARCHITECT OF RECORD: NORD Architects, LLC, www.nordarchitects.com William Nord, Principal, AIA LEED AP 4611 Teller Avenue, Newport Beach, CA 92660 Tel: 949/300-7261, [email protected]

CONCEPT & DESIGN COORDINATION: Ransom Group, Ltd., www.RansomGroupltd.com Dale Ransom, Principal 62 Cormorant Circle, Newport Beach CA 92660 Tel: 949/244-4668, [email protected]

LOCAL ARCHITECT: Team Associates , www.team-architecture.com

John H. Gewalt, NCARB PO Box 2733, Granite Bay, CA 95746 Tel: 916/660-1680,

Cel: 916/412-6401, [email protected] HOSPITALITY DEVELOPMENT & CONCEPT DESIGN: MDO HOSPITALITY, LLC

Michael D. Owings, C.E.O. 44489 Town Center Way, # D514

Palm Desert, CA 92260 Tel: 949/929-7532, [email protected]

http://www.mayercorp.com/


http://www.nordarchitects.com/


http://www.ransomgroupltd.com/


http://www.team-architecture.com/




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LEGAL - CEQA/ENVIRONMENTAL COMPLIANCE: Briscoe, Ivester & Bazel, LLP, www.briscoelaw.net

David M. Ivester, Partner 155 Sansome Street, 7th Floor, San Francisco, CA 94104 Tel: 415/402-2702, [email protected]

CIVIL ENGINEER (Project Site): Carlson Barbee Gibson (CBG), www.cbandg.com

Dave Carlson & Angelo Obertello, Principals 2633 Camino Ramon, Suite 350, San Ramon, CA, 94583 Tel: 925/866-0322, [email protected]

CIVIL ENGINEER (Offsite Infrastructure): Mark Thomas & Co., www.markthomas.com

Sasha Dansky, P.E., Principal 3000 Oak Road, Walnut Creek, CA 94597. Tel: 925/938-3083, [email protected]

SOILS/GEOTECH/ENVIRONMENTAL: ENGEO, www.engeo.com

Ted Bayham, Principal 332 Pine St., Suite 300, San Francisco, CA 94104 Tel: 415/284-9900, [email protected]

TRAFFIC ENGINEERS: TJKM, www.TJKM.com

Chris Kinze, Nayan Amin, Ruta Jariwala, Principals 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588 Tel: 925/463-0611, [email protected]

GOVERNMENT RELATIONS & PUBLIC AFFAIRS: CA Consulting, www.CAConsult.org

Charles Banks-Altekruse, Owner 1626 Chestnut Street, Berkeley CA 94702 Tel: 510/913-3669, [email protected]

http://www.briscoelaw.net/


http://www.cbandg.com/


http://www.markthomas.com/


http://www.engeo.com/


http://www.tjkm.com/


http://www.caconsult.org/



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TRIBAL AFFAIRS: Gallardo Consulting

Chris Lopez Gallardo, Owner 9908 Pipit Way, Elk Grove CA 95757 Tel: 916/230-1272, [email protected]

TRIBAL LEGAL COUNSEL: Kazhe Law Group, P.C., www.kazhelaw.com Christina Kazhe, Attorney 9245 Laguna Springs Drive, Ste. 125 Elk Grove, California 95758 Tel: 916/226.2590, Cel: 916/806.6290, [email protected] Ceiba Legal, LLP

Little Fawn Boland, Attorney 35 Madrone Park Circle

Mill Valley, CA 94941 Tel: 415/684-7670 x101, [email protected]


http://www.kazhelaw.com/




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Development Anchor/Operator – The Mayer Corporation

Every piece of real estate has its own potential. A potential for its value, a potential for its utilization,

and a potential for its contribution to the surrounding area. Envisioning this potential requires

creativity and imagination. Fulfilling it demands expertise, teamwork, and empowerment.

Throughout fifty years and three generations, these traits have defined The Mayer Corporation

(TMC). They are embodied in the passion and integrity TMC brings to each project, and they endure

in the personal, rewarding relationships they maintain with the landowners, developers and

community leaders with whom they partner.

TMC evaluates land for acquisition with equal parts art and science. Their expertise ensures that potentially valuable sites will not

be lost to bureaucratic obstacles. In fact, with ingenuity and determination, obstacles can be overcome in ways that lead to even

greater opportunities, whether it is the master-planning of a community or a single, building-specific use permit. TMC’s mission is to

transform real estate into its highest potential. Its senior team provides creative solutions and options to determine the site’s ideal

use. TMC’s experience includes the building of more than 25,000 residences, from single-family neighborhoods and urban

condominiums to retirement communities, hotels and mixed-use complexes. The modern opportunities for mixed-use development

require unusual creativity and the fostering of a cooperative process among developers, local governments, architects, businesses,

and residents. These efforts are hallmarks of TMC’s capabilities and are apparent in all phases of each project they develop, from

concept through construction.


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Comparable Development # 1

HYATT REGENCY HUNTINGTON BEACH RESORT AND SPA

517 guestrooms and 52,000 sq. ft. meeting space including a 20,000 sq. ft. grand ballroom. AAA Four Diamond award. Stunning

ocean views. Developed and majority-owned by The Robert Mayer Corporation.

Huntington Beach, CA 517 guestrooms; 52,000 SF of meeting space and 20,000 SF grand ballroom AAA Four Diamond Resort Developed and majority-owned by The Mayer Corporation Concept developed in 1998 and opened in 2001 Developed surrounding infrastructure and $4.4M bridge over Pacific Coast Highway Land Cost: Land Lease Construction Cost: Confidential - JV Debt & Equity Information: Confidential - JV Public Agencies: California Coastal Commission, City of Huntington Beach, Caltrans 13 years of continuous community outreach


THE WATERFRONT BEACH RESORT, A HILTON HOTEL

The Robert Mayer Corporation has successfully obtained entitlements and entered into a development agreement with the City of

Huntington Beach to expand the existing Waterfront Beach Resort hotel onto the adjacent 3.5 acre parcel. The expansion will

provide an additional room tower, ballroom, meeting rooms, restaurant, spa, pool deck and outdoor function lawn. The expanded

hotel will exceed 440 total rooms and is expected to commence construction in 2015.


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THE WATERFRONT BEACH RESORT, A HILTON HOTEL (CONTINUED)

Huntington Beach, CA 290 guestrooms; 6,400 SF of Food & Beverage; and 10,600 SF of Ballroom/Meeting Space; AAA Four Diamond Resort Developed, constructed, owned and operated by The Mayer Corporation Concept developed in 1985 and opened in 1989 Developed surrounding public streets and infrastructure Land Cost: Land Lease Construction Cost: Confidential Debt & Equity Information: Confidential Public Agencies:

California Coastal Commission, City of Huntington Beach, Caltrans 25 years of continuous community outreach


LA TERRAZA MIXED USE DEVELOPMENT

Rancho Mirage, CA 75-acre mixed-use project; 10-acre community shopping center and 110 single-family homes Master developed, retail developed and partnered with merchant-builders Concept developed in 2000 and completed in 2005 Land Cost: Confidential – Land Partner Construction Cost: Confidential - JV Debt & Equity Information: Confidential - JV Public Agencies: Riverside County, City of Rancho Mirage/Palm Desert Short entitlement process with large community support


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Heavy/Vertical Construction – Balfour Beatty

Balfour Beatty Construction (BBC) is the fifth largest general builder in the nation, a

commercial construction business delivering more than $3.4 billion each year in complex,

one–of–a–kind custom buildings that enhance people’s lives throughout the nation. BBC

represent the needs, expectations, and vision of its clients and helps them turn that vision

into reality through its partnership with subcontractors, architects, community leaders,

politicians, corporate boards, and project neighbors.

Balfour Beatty Construction has been honored to receive many awards and recognition for a level of client service and operational

performance that is unsurpassed in the industry.

Recent milestone awards and achievements include:

Being named "Contractor of the Year" by Mid–Atlantic Construction magazine

Being named "Corporation of the Year" by the United Minority Contractors of North Carolina

Being named "Corporation of the Year" by the Fort Worth (TX) Metropolitan Black Chamber of Commerce

Receiving 20 national Eagle Awards for Excellence in Construction from Associated Builders and Contractors (ABC) since 2000

(the highest honor granted by the national organization)

Two-time national Build America Award-winner from Associated General Contractors of America (AGC)

Earning more than 100 Excellence in Construction awards from regional/local ABC chapters since 2000

Recognized with a dozen National Pyramid Awards from ABC since 2000

Winning 35 regional Pyramid Awards from ABC since 2000

Receiving the 2011 STEP Platinum Award in recognition of our exemplary safety performance, programs, and commitment to

jobsite safety as judged by the National Environment, Health and Safety Committee of Associated Builders and Contractors

(ABC)

Winning the Associated General Contractors (AGC) Safety Star Award and the Associated Builders and Contractors (ABC)

National Safety Excellence Award


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Being named one of the "Best Places to Work" by the South Florida Business Journal, the Dallas Business Journal, the

Charlotte (NC) Business Journal, and the Washington Business Journal

Receiving the 2009 Greater Dallas Business Ethics Award

Being named first runner-up to the American Business Ethics Award

Listed as one of FORTUNE magazine's 100 Best Companies to Work For in 2010, 2011, 2012, and 2013

Named Waste Management "Circle of Excellence" Award winner for commitment to Sustainability, 2012


DALLAS OMNI HOTEL, DALLAS, TX

Owner: City of Dallas

Project Information: Size: 1.14 million sf

Construction Cost: $331 Million

Construction Schedule: 9/2009 - 12/2011

Scope:

The project involves the design and construction of a 1.1 million-square-foot, 23-story convention center hotel. The hotel is a four-

star, 1,000-room facility with 100,000 square feet of meeting space and ballrooms, 5,000 to 10,000 square feet of retail, a

restaurant, and spa and fitness center. The hotel connects to the convention center via a landscaped pedestrian bridge. The facility is

adjacent to the existing Dallas Convention Center and is owned by the City of Dallas.

Case Study:

Early in the process we investigated different size hotels from 1,000 to 1,500 keys, even considering a 40-story tower hotel. We

went through several pricing scenarios and studied the effects the building size would have on budget and schedule. A taller

building would make the schedule longer; a shorter building with a slightly bigger footprint was more cost effective and stayed

within the schedule constraints. We also explored different scenarios for developing the site, including the possibility of developing

a city-owned lot on the opposite side of Lamar Street from the hotel.


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Ownership by Dallas Convention Center Hotel Development Corporation, a Texas nonprofit local government corporation (LGC)

organized by the City pursuant to Subchapter D of Chapter 431 of the Texas Transportation Code. The LGC issued 4 series of tax-

exempt and taxable hotel revenue bonds totaling $488,000,000, rated A+ by S&P.

After a successful, but close, public referendum in May 2009 the voters approved the building of the City-owned and long desired

convention center headquarters hotel. The selected team included Matthews Southwest as developer, BOKA Powell as architect of

record, and a design-build joint venture led by Balfour Beatty Construction.

The City Council of Dallas authorized the formation of a local government corporation (LGC) under Subchapter D of Chapter 431 of

the Texas Transportation Code to issue bonds to support the acquisition of the site and to develop, design, construct, furnish, and

equip the hotel in order to promote economic development and to stimulate business and commercial activity in the city.

The bond issuance includes 34 months of net capitalized interest beginning with the date of issuance and concluding six months

after start of operations. The taxable $386,000,000 series bonds were the first hotel revenue bonds issued as Build America Bonds.

This structure saved the City approximately $3 million annually in debt service compared to traditional tax-exempt bonds.

Under the terms of an Economic Development Agreement between the City and the LGC the bonds are to be repaid by the hotel

operating revenues, and City tax revenues derived from the 6% hotel occupancy tax collected at the hotel and a 6.25% state sales

and use tax collected at the hotel. These revenues are limited to the first 10 years of operations of the hotel. In addition, the

project will be supported by the 7% local hotel occupancy tax as long as the bonds are outstanding. The City has also provided a

backstop in which it will appropriate funds to cover debt service in any year in which the hotel operating revenue, tax revenue, and

reserves are insufficient to service the debt.


21 21

Project Management – Hill International

Hill International

currently has over

4,400 employees,

100 offices

worldwide, and net billings of over $600 million.

Whether the project is a large iconic building, high-

speed rail line, or a major casino, Hill International

provides its clients with a full-spectrum of services,

including program management; project

management; construction management; project

management oversight; troubled project

turnaround; staff augmentation, project labor

agreements, consulting, and cost management.

Having participated in over 10,000 project

assignments, with a total construction value of over

$500 billion, Hill International has managed all

phases of the construction process. Recently,

Building Design + Construction magazine ranked Hill

International as the third largest buildings

construction manager based in the United States.

http://www.hillintl.com/


22

ONE WORLD TRADE CENTER Location: New York, NY, USA Client: Port Authority of New York and New Jersey Service: Program Management Project Value: $12,000,000,000 ($12 Billion Dollars) Hill provided program management services for the Downtown Restoration Program which involved redevelopment of the facilities at the World Trade Center site. Hill's program management services included scheduling, estimating, cost modeling, budgeting, and cost controls for each of the capital projects. In addition, Hill provided, as needed, design reviews, value engineering and constructability studies.

WYNN ENCORE Location: Las Vegas, NV Service: Risk Management Project Value: $3,200,000,000 ($3.2 Billion Dollars) Hill provided risk management services for the Wynn Encore Project in Las Vegas, Nevada. These services included a review of major risk areas, development of procedures to mitigate and manage the risk and implementation and training of these procedures.

PENNSYLVANIA CONVENTION CENTER Location: Philadelphia, PA, USA Client: City of Philadelphia, PA Service: Project Management Oversight Project Value: $700,000,000 ($700 Million Dollars) Hill provided design liaison and project management oversight consulting services for the design and construction of the Pennsylvania Convention Center. The $786 million Pennsylvania Convention Center expansion is the single largest public works project ever undertaken in the Commonwealth of Pennsylvania. The project spanned five years, added 935,000 square feet of new space, and employed more than 2,000 people. The Pennsylvania Convention Center expansion was completed three months ahead of schedule and on budget. With 2.3 million square feet, the Convention Center is the largest contiguous exhibit space in the Northeast.


23 23

Team Relevant Experience

Planning & Entitlements – TERRA3, LLC

The principals of terra3 have been intimately involved in project planning, design and management since 1967. Land use types have included

master-planned communities (MPC), mixed-use (MU), commercial-retail (MPCR), manufacturing and gaming. Project locations

include throughout California, Canada, Australia and Iran. Typical projects include:

Mariposa Lakes, Stockton, California (MPC)

East Cypress Corridor, Contra Costa County, California (MPC)

Ferrari Ranch, Merced County, California (MPCR)

San Bruno Mountain, San Mateo County, California (MPC)

North Village, Vacaville, California (MPC)

The Ranch at Silver Creek, San Jose, California (MPC)

Hotel Del Coronado Addition, Coronado, California (Lodging)

Seaport Village, Redondo Beach, California (CR)

Santa Monica Place, Santa Monica. California (CR)

Glendale Mall, Glendale, California (CR)

New Park Mall, Newark, California (CR)

Hiddenbrooke, Vallejo, California (MPC)

Brookside, Stockton, California (MPC)

University Circle, East Palo Alto, California (MPCR)

Hidden Lake, Tracy, California (MPC)

Serrano Country Club, El Dorado Hills, California (MPC)

Bayside Village, San Francisco, California

Cypress Grove, Oakley, California


24

Civil Engineer (Project Site) – CBG

Mare Island Experience - CBG has provided civil engineering and surveying services for various recent redevelopment efforts at

Mare Island. Specific to North Mare Island, CBG has assembled a thorough constraints analysis and prepared master utility and circulation plans for past development proposals. CBG has reviewed and established a detailed understanding of the required modernization of existing infrastructure, required circulation components including Railroad Avenue and Azuar Avenue in coordination with the Highway 37 interchange updates, as well as flood protection improvements with considerations for corrective geotechnical measures and sea level rise. In addition to North Mare Island, CBG is also currently assisting Lennar Mare Island with their various redevelopment efforts throughout the remainder of Mare Island. Through these efforts, CBG has developed a thorough understanding of the existing constraints and all of the previous infrastructure studies and other technical reports that guide the development of North Mare Island, including:

Mare Island Specific Plan Environmental Impact Report Master Infrastructure Plan Environmental remediation documents for North Mare Island Conservation Easement Areas associated with the State Lands Commission Settlement Agreement

CBG is aware of the various stakeholders associated with North Mare Island. They have participated in numerous discussions with these various agencies and departments, both regarding Mare Island specifically as well as a number of other development projects in the City of Vallejo. These agencies and departments include, the City of Vallejo Public Works Department, Caltrans, Island Energy, BCDC, Navy, and State Lands Commission. Through this interface and coordination, CBG develops an understanding of each agency’s concerns and permitting requirements. CBG has also been involved with the reuse efforts at Alameda Point:

Redevelopment of the former Alameda Naval Air Station; Master Infrastructure Plan; Flood and Sea Level Rise Protection Analysis and Grading Concepts; Detailed Construction Cost Estimates; Coordination with Navy, City of Alameda and EBMUD


25 25

Among other master-planned projects, CBG has been involved in the 120-acre Fairfield Commons project, featuring the following components:

120 Acre Mixed Use Development; Over 1 million square feet of Office Uses; Nearly 500,000 square feet of Retail Uses; 256 Apartment Units and 152 Townhouses; 1.5 Miles of a 4-lane regional arterial roadway, Business Center Drive; 250-foot bridge over Dan Wilson Creek; 7-Acre Detention Basin and Wetland Mitigation Area Facility; Over $20 Million in Master Infrastructure; Coordinating with DWR, FEMA, and Other Regulatory Agency Permit Processing; Tentative Map and Solano Irrigation District de-annexation processing; Detailed Construction Cost Estimates used for Community Facilities District Financing

Soils/Geotech/Environmental – ENGEO

EXPERIENCE WITH MARE ISLAND – ENGEO has extensive experience on redevelopment of Mare Island, and has teamed and worked

closely with the City of Vallejo, land developers, regulatory agencies, architectural heritage, and other team consultants as part of

the redevelopment activities. In 1997, the Mare Island Shipyard opened an opportunity for conversion to civilian uses. ENGEO

recognizes the special character and historic resources at Mare Island and understands that special techniques are necessary to

preserve their importance in concert with the redevelopment efforts. ENGEO has provided a wide variety of consultation services

including geotechnical, environmental, hydrologic, construction oversight and management related to residential, commercial, and

industrial parcels at Mare Island.

EXPERIENCE WITH BRAC/USN - ENGEO serves projects in transportation, infrastructure, water resources, geologic hazards, flood

control, critical facilities, residential and mixed-use communities, urban infill, Brownfields and transit oriented developments.

ENGEO has been at the forefront of major military base reuse projects such as Mare Island, Treasure Island, Fort Ord, Hamilton Air

Force Base, Hunters Point and Alameda Point. In addition, ENGEO has worked with State Lands Commission on marine oil terminal in


26

the Bay Area. ENGEO can provide any necessary environmental services to cover any further ESAs or remedial disposal or clean ups

at NMI from previous land use.

EXPERIENCE WITH STATE LANDS COMMISSION - ENGEO has performed geotechnical investigations related to California State Lands

Commission’s mandated Marine Oil Terminal Engineering and Maintenance Standards (MOTEMS) audit for several MOTEMs

including:

Nustar Selby Marine Oil Terminal Audit, Selby, CA Plains All American Pipeline Marine Oil Terminal, Richmond, CA International Matex Tank Terminal Marine Oil Terminal, Richmond, CA BP/ARCO Marine Oil Terminal, Richmond, CA Shell/Equilon Marine Oil Terminal, Martinez, CA

EXPERIENCE WITH GAMING FACILITIES - Flying Cloud Casino, Ione, CA. ENGEO performed geotechnical subsurface exploration, laboratory testing, and preparation of the geotechnical report for Flying Cloud Casino at Buena Vista Rancheria in Ione, California. The 17-acre project includes a 245,000 square foot casino, a nine-level parking garage, a separate wastewater treatment plant and a water supply well. Project challenges included the highly-expansive Ione formation, multi-tiered soil nail retaining walls, and high structural column loads.

Traffic Engineers – TJKM

TJKM is a traffic engineering and transportation planning firm that has been involved in more than 8,000 transportation projects

throughout California, averaging 240 new projects each year. From long-range master roadway traffic issues and traffic planning to

traffic impact studies to “need-it-now” signal design and timing, their knowledge of local nuances and know-how from over 8,000

projects will help complete the development of NMI on time and within budget.

EXPERIENCE WITH GAMING FACILITIES - Chukchansi Gold Resort & Casino Expansion Project, Madera County. TJKM completed a

traffic study for an Environmental Evaluation to identify the potential traffic impacts, identify short-term and long-term roadway and

circulation needs, determine potential mitigation measures and identify any critical traffic issues that needed to be addressed in the


27 27

planning process for proposed expansion of facilities at the Chukchansi Gold Resort and Casino located near Coarsegold in Madera

County. As part of the project TJKM conducted trip generation from the proposed expansion; collected traffic counts at the

intersections and roadway segments; developed trip distribution based on existing travel patterns and origin-destination study;

calculated level of service under existing and future conditions with and without project. Based on the analysis identified

improvements at the study intersections, and roadway segments to mitigate significant impacts due to the additional traffic

generated from the proposed project, TJKM identified circulation needs for the project to provide safe traffic operations.

Architect of Record – NORD ARCHITECTS

NORD Architects has extensive expertise in the design of casinos, resorts, hotels, mixed-use and renovation projects. Gaming and

entertainment projects by principals of NORD include:

Encore at Wynn Las Vegas

Tropicana Resort Hotel & Casino, Las Vegas

Palace Towers-Caesars, Las Vegas

Waldorf Astoria Resort Hotel/Hilton Hotel & Convention Center, Las Vegas

MGM Mansion, Las Vegas

Catskills Resort Hotel & Casino, Sullivan County, NY

Marriott Marquis at MGM Grand, Las Vegas

Cache Creek Hotel & Casino, Sacramento

Ameristar Hotels & Casinos, Colorado, Missouri, California, Iowa, Michigan, Nevada

International experience includes resort, gaming and hotel projects in the UAE, China, Italy India, Mexico, South Africa, Saudi Arabia,

Hong Kong and Morocco.

Hotel brands include Wynn, Marriott, Hyatt Regency, Four Seasons, Atlantis, Ameristar, Ritz-Carlton, Venetian, Hilton, Westin,

Harrah’s, Sheraton, W and Waldorf-Astoria.


28

Ali Badie

William C. Nord

William C. Nord, AIA LEED AP Principal For over 25 years, William Nord has directed and managed the design and construction of hospitality, mixed-use, and residential projects throughout the world. As an active Principal at NORD Architects, and as a former VP and Project Director at WATG, he has endeavored to bring creative and timeless design solutions for many clients and luxury brand hotels. Bill has directed design and production efforts on a number of major hospitality and residential projects, some of which included the fast-tracked $1.5 billion Encore at Wynn Las Vegas, the new 2,034-suite resort hotel and casino expansion of 4 million SF which opened on time and on budget in 2009; the Hyatt Regency Huntington Beach Resort and Spa, a 517-room ocean view luxury resort, conference center, and retail plaza; Pueblo Bonito Sunset Beach, a destination hillside resort on the western side of the tip of Baja, Mexico; the Breakers Palm Beach expansion and renovation; the renovation of the Grail Theatre at Wynn Las Vegas; and the proposed Tropicana Las Vegas Casino and Resort, a newly planned 2,500 room resort hotel with retail, dining and entertainment. Prior to his 13 years with WATG, he managed design efforts for CYP, Inc. including the Four Seasons Resort & Spa at Troon North, Scottsdale, Arizona and the Four Seasons Troon North Golf Clubhouse & Villas. In addition, Bill managed the design efforts for a new Biltmore Resort Hotel in Vail, Colorado; and the Elleair Golf Clubhouse on the island of Hawaii. Most recently, Bill led the Project Teams for several renovation projects including the Downtown Los Angeles Marriott, the Sheraton Universal Hotel north of Los Angeles, and the Hilton Waterfront Beach Resort in Huntington Beach, CA. Ali Badie, Project Director A visionary design leader, Ali Badie brings to NORD Architects a career which spans over 25 years of notable experience in planning, urban design and architecture. Ali is instrumental in not only understanding diverse clients’ design needs, but also the economics and functional objectives connected with the execution of award-winning projects. Ali’s in-depth knowledge of the forces that shape public spaces in urban settings has led to effective design solutions in numerous large scale projects around the globe. His design repertoire includes master planned communities encompassing residential homes, high rise structures, resorts, hospitality, civic, retail, entertainment/life-style centers, mixed-use, corporate and educational campuses and transportation planning projects.


29 29

John H. Gewalt

Project Experience - Retail, Entertainment, Mixed-Use

MGM Grand City of Entertainment, Las Vegas, NV, 1,000,000 sf Philadelphia Waterfront, Philadelphia, PA, 2.3 million sf National Harbor Master Plan, Prince George’s County, MD, 150 acres Ambassador Hotel Site, Los Angeles, CA, 6,000,000 sf Universal City Walk, Expansion, Universal City, CA Wildflower Entertainment, Center, Dallas, TX, 30,000 sf Great America, Paramount’s, Front Gate, Santa Clara, CA, 350,000 sf Circle T Ranch Development, Dallas, TX, 250 acres Wilshire Center Marketplace, Los Angeles, CA 125,000 sf Rockefeller Center Comprehensive, Retail Study, NY, 500,000 sf Plus Ultra Discovery Park, Veracruz, Mexico 1300 hectares

Local Architect – JOHN H. GEWALT, NCARB

• Principal Architect/Owner/Developer - full responsibility for acquisition, planning, design,

construction and management of new and adapted large-scale residential, commercial, educational

and institutional projects, small town master planning and business development while based in

New York, NY, La Jolla, CA, Hammond, LA and Baltimore, MD, since 1974.

• Design Consultant – Holualoa Companies, Tucson, AZ, currently retained for physical and financial

evaluation of assigned properties for a major real estate investment and development firm with additional offices in Phoenix, Kona,

Los Angles, Paris and Geneva.


30

I. M. PEI & PARTNERS, Architects & Planners, New York, NY (AIA Gold Medal Firm) – 8 years

• Project Architect - National Gallery of Art, Washington, D.C, JFK Memorial Library and School of Government, Cambridge, MA,

SUNY College in Fredonia, NY including community liaison, client relations from concept to occupancy, design, plans and

specifications, working drawings, staff and construction supervision.

MLTW/CHARLES W. MOORE, FAIA, Architects, Berkeley, CA (AIA Gold Medal Firm) – 1 year

• Drafting assistant - Diamond Heights housing competition, assisted in preparing a technical report on feasibility, design and

construction of Bay Area Rapid Transit System (BART), San Francisco, California.

ERNEST J. KUMP, FAIA, Architects, Palo Alto, CA (AIA Gold Medal Firm) – 3 years

• Draftsman and entry-level management - responsible for school, college and university projects in New York, New Jersey,

Massachusetts and California including design, working drawings, awards submissions, exhibits, marketing and public relations.

TEACHING

Adjunct Assistant Professor, Louisiana State University, Baton Rouge, LA - design, city planning and presentation, affiliate member

graduate faculty, 5 years. Served as visiting critic, University of Maryland and Virginia Polytechnic Institute.

EDUCATION

Harvard University Graduate School of Design, Cambridge, Massachusetts – BArch, MArch

International Center for the Study of Architecture, Vicenza Italy - Certificate

Princeton University, Princeton, New Jersey - BArts (Architecture)

OTHER

Architect – Louisiana (#3315), New York (#11053 renewable); licensed multi-engine, instrument rated pilot; served as LTJG USNR,

Washington, D.C; elected town councilman, La Jolla, CA, served 3 years; travels in Europe, Scandinavia, Russia, Balkans, Middle East,

Africa, Asia, South Pacific, Central and South America; languages included fluency in French, German, Italian and Spanish.


31 31

Dale Ransom

Concept & Design Coordination – RANSOM GROUP, LTD.

Ransom Group specializes in the concept design of very unique and imaginative buildings, interior

design, and presentations for a wide range of projects. They seek and enjoy challenging projects that will

offer unique opportunities through solution-based creativity. Connecting both known and intangible

elements, Ransom Group has gained a reputation for timeless, inspiring design.

Examples of Projects include:

The Resort at Pelican Hill

The Irvine Company

Advanced MP Systems

Robert P. Warmington Homes

Standard Pacific Homes

O Hill Properties

Newport Beach Country Club Land

University of California Irvine

Beckman Instruments

CT Realty Corporation

Bear Brand Ranch

Rogers Gardens Life Style Center (Newport Beach)

Bank of America Headquarters

Island Hotel (Newport Beach)


32

Hospitality Development & Concept Design – MDO HOSPITALITY, INC.

HOSPITALITY DEVELOPMENT & FOOD SERVICE SOLUTIONS – Culinary graduate, Michael D. Owings, and his associates, have designed and built projects ranging from branded chains to independent premier fine dining establishments throughout the United States and Internationally and have a client list that reads like Who’s Who in American Food Service and Fine Dining; including premier names like Disney, MCA Universal Entertainment, LEGOLAND Theme Park, Prudential Securities, Oscar Mayer and Kraft Foods Brands, Black Angus, Prego, National Sports Bar, Gordon Biersch Breweries, Viejas Casino, Boomtown Casino, BlueWater Casino, La Salsa, and Miami Subs. Their scope of work and expertise encompasses food service master plans for casinos, colleges and universities, hotels, theme parks and country clubs.

ENTERTAINMENT MASTER PLANS The Palace at Somerset Park • Somerset, NJ Fairbanks Ranch Country Club • Rancho Santa Fe, CA San Clemente Country Club • San Clemente, CA Royal Caribbean Cruises

o Costa Maya • Mexico o Voyager • Miami, FL o Radiance • Miami, FL

Point Sophia • Alaska Kings/Lakers Training Facility • El Segundo, CA Golden Peak Lodge • Vail, CO LEGOLAND Theme Park • Carlsbad, CA Old Tucson Studios Biltmore Estate • Asheville, NC M.C.A./Universal • Wakayama, Japan

HOTEL DEVELOPMENT

Disney Hotel • Anaheim, CA Crowne Plaza Hotel • Garden Grove, CA Doubletree Hotel • Irvine, CA Hilton and Towers • Anaheim, CA Regency Plaza Hotel • San Mateo, CA

CASINO DEVELOPMENT Pioneer Casino • Laughlin, Nevada Big Rock Casino • Espanola, New Mexico Paragon Gaming Alamo • Various Casinos (Design

Build) o Augustine Casino • Palm Springs, CA o Alexis Lake First Nation • Canada o Cold Lake Forest Nation • Canada o Onion Lake First Nation • Canada o Enoch Lake First Nation • Canada

Fort Sill Apache Casino • Lawton, Oklahoma Wildhorse Gaming Resort Viejas Casino & Turf Club • San Diego, CA Boomtown Hotel and Casino • Las Vegas, NV Ameristar Casinos • Various Casinos (Design Build)

o Council Bluffs • Las Vegas, NV o The Reserve • Henderson, NV o Vicksburg • Vicksburg, MS

BlueWater Resort and Casino • Parker, AZ


33 33

Team Expertise

The Developer recognizes the complexity of the issues involved in this undertaking and has therefore assembled an initial consultant

team with specific experience in the following:

I. MILITARY BASE ENVIRONMENTAL MITIGATION EXPERIENCE

II. CONTAMINATED SITE EXPERIENCE – STATE/FEDERAL AGENCY EXPERIENCE

1) California Department of Toxic Substances Control

2) Regional Water Quality Control Board

3) EPA

III. REAL ESTATE TRANSACTION EXPERIENCE – FORMER MILITARY BASES – RESOURCE AGENCY EXPERIENCE

1) Caltrans

2) State Lands Commission

3) U.S. Fish & Wildlife Service

4) State Department of Fish & Wildlife

5) BCDC

The Team’s experience is summarized on the following page entitled “Team Experience Matrix” and it is further documented with the following

Development Team submittal with this document.


34

Team Experience Matrix

FOMI/NMI

CONSULTING TEAM:terra3

Dolter, Randall & Poole

Sunway Hotel

Group

Hill

International

Balfour Beatty

ConstructionCBG ENGEO

Mark

ThomasTJKM Briscoe Ivester Nord

The Mayer

Corporation

CA

ConsultingJohn H. Gewalt

TEAM Associates

Planning & Development

Entitlements

Hotel Planning &

Development

Project

Management

Infrastructure &

Transportation

Civil

EngineeringGeotech

Transportation

Planning &

Engineering

Traffic Legal - EnvironmntalArchitect of

Record

Development

Anchor/Operator

Community

Outreach/Public

Affairs

Architecture +

Concepts

Retail Commercial YES YES YES YES YES YES YES YES YES YES YES YES YES

Lodging YES YES YES YES YES YES YES YES YES YES YES YES

Entertainment YES YES YES YES YES YES YES YES YES YES YES YES YES

Convention YES YES YES YES YES YES YES YES YES YES YES YES

Sporting YES YES YES YES YES YES YES YES YES YES YES

Gaming YES YES YES YES YES YES YES YES YES YES YES

Waterfront Public Access YES YES YES YES YES YES YES YES YES YES YES

Public Use YES YES YES YES YES YES YES YES YES YES YES YES

Conserved Areas YES YES YES YES YES YES YES YES YES YES YES YES

City of Vallejo YES YES YES YES YES YES YES

County of Solano YES YES YES YES YES YES

BCDC YES YES YES YES YES YES YES

DTSC YES YES YES YES YES YES

CDFW YES YES YES YES YES YES YES

Caltrans YES YES YES YES YES YES YES YES

RWQCB YES YES YES YES YES YES YES

USACE YES YES YES YES YES YES YES YES YES

USFWS YES YES YES YES YES YES YES

EPA YES YES YES YES YES YES YES YES

State Lands Commission YES YES YES YES YES

USN/BRAC SITES YES YES YES

AGENCY EXPERIENCE

LAND USE TYPE


35 35

4. NARRATIVE CONCEPT FOR NORTH MARE ISLAND

16 miles

close to Napa

31 miles

close to San Francisco

MARE ISLAND CONVENTION • RESORT • CASINO

Vicinity

Map


36

1) Development Concept

San Francisco is the 2nd most visited City in California, with 16 Million Visitors Annually.

Napa Valley is the 2nd most visited destination in California, next to Disneyland, with nearly 5 Million Visitors Annually.

Mare Island is ideally located between the two – only 31 miles from San Francisco, and only 16 miles from Napa.

The Development Concept’s primary focus is to utilize the site’s location within the San Francisco Bay and to respect its historic past.

Primary design considerations include the site location relative to other uses on Mare Island and the site’s relationship to the City of

Vallejo. Contextual design considerations will include the ability to provide water transportation, the interface with State Highway

237, Highway 101 and Highway 80. These considerations along with rail transportation on the site and the site’s relationship to the

Sonoma Racetrack and the Napa Valley will all be factored into the design concept.

The development concept will become focused once the Developer has obtained an Exclusive Right to Negotiate with the City. Use

of a comprehensive market study and the funding of an economic benefit analysis, paid for by Developer, will drive the final design

concept.

We anticipate that the studies will support a destination resort development with the following elements:

Convention Center

Resort Hotel & Lodging

Gaming & Entertainment

Retail Commercial

Sporting

Waterfront Public Access

Public Use

Conserved Areas


37 37

No residential or commercial office uses are proposed in the plan at this time although the studies may dictate otherwise. Office

uses incidental to the management and operations of facilities are anticipated as a need use in the development.

Through a diligent coupling of the market study and the city’s economic benefit analysis it is a Development goal to contribute to the

City’s long term economic health through the generation of tax and mitigation revenues.

2) Land Uses

The proposed land use allocations anticipate the following acreages:

a. Tidal restoration/Pedestrian Park: 35 to 45 acres

b. Convention/Resort Hotel: 40 to 50 acres

c. Commercial Retail: 55 to 74 acres

d. Trust Land for Gaming uses: 15 to 20 acres

3) Conceptual Phasing

Conceptual Phasing – Initial concept and utilization plans will be developed to ascertain possible uses within the allocated

acreages. Phasing criteria will include the need for an orderly interface with the existing city infrastructure, existing Mare Island

Facilities, The Lennar Development on the island and an increase in development as the development’s success dictates.

Build spine infrastructure – A phased process to build spine infrastructure shall be determined during the first six month analysis.

It will Include demolition of existing buildings (some to occur during the entitlement phase of development), dry and wet utility

installations, primary street circulation, monumentation, street landscaping and street furniture, Highway 37/Mare Island

Interchange, waterfront interface, waterfront park and marina.

The City, Developer, and Lennar Mare Island, LLC, will collaborate to secure funding sources and define cost sharing mechanisms

for infrastructure improvements with island-wide benefit but do not obligate the City’s General Fund.


38

Item Description Unit $ # Units # Months Per Month Cost Total

Local Entitlemets

Initial Market Study $ 60,000 1 2 $ 30,000 $ 60,000

Fund City Economic Analysis 30,000 1 2 15,000 30,000

Presentation Planning Documents 40,000 1 2 20,000 40,000

Exclusive right to negoitiate 100,000 1 1 100,000 100,000

Base map, constraints Analysis 45,000 1 2 22,500 45,000

Geotechnical report / phase two 50,000 1 3 16,667 50,000

BCDC and CEQA Strategy 5,000 6 6 5,000 30,000

Contract Deposits to City 100,000 2 2 100,000 200,000

Site Demolition 1,000,000 1 5 1,000,000 5,000,000

Parcel Map 25,000 1 1 25,000 25,000

Development Agreement 50,000 1 2 25,000 50,000

Specific Plan 250,000 1 24 10,417 250,000

Project Consultants 60,000 24 24 60,000 1,440,000

EIR 1,000,000 1 24 41,667 1,000,000

Unknown Site Studies 100,000 2 2 100,000 200,000

Public Communications 20,000 24 24 20,000 480,000

Contingency 16,667 1 24 16,667 400,000

Sub-Total Local Entitlement 24 $ 391,667 $ 9,400,000

State and Federal Entitlements

Legal Consultants $ 25,000 24 24 $ 25,000 $ 600,000

Communications 10,000 24 24 10,000 240,000

Political Consultants 10,000 24 24 10,000 240,000

State & Federal Contracts 25,000 24 24 25,000 600,000

Contingency 5,000 24 24 5,000 120,000

Sub Total State & Federal $ 1,800,000

TOTALS 24 $ 466,667 $ 11,200,000

Unallocated LLC Funds $ 3,800,000

Total Initial Funding $ 15,000,000

TABLE ONE – Phase I – Entitlement Budget


39 39

DESCRIPTION UNIT UNIT $ BUDGET

Demolition Cost of Existing Buildings 20,000,000$

Phase I Site 1,105,645 sf JOBS

Phase I Building Coverage 309,213 sf

Infrastructure (loop roads, utilities) 559,226 sf 85.00$ 47,534,210$

Convention Center (1) 100,000 sf 225.00$ 22,500,000$ 50

Four Star Resort Hotel (2) 350 keys 175,000.00$ 61,250,000$ 0.9 Per Room 315

Hotel Amenity Areas (3) 1 ls 2,500,000$ 2,500,000$

Casino & Restaurants 2,000 slots 250,000.00$ 500,000,000$ 1,200

Casino Hotel (no restaurant, no convention) (4) 500 keys 175,000.00$ 87,500,000$ 0.9 Per Room 450

Surface Parking 391,664 sf 50.00$ 19,583,200$

Landscape & Hardscape 404,768 sf 30.00$ 12,143,040$ 10

CONSTRUCTION BUDGET - PHASE II 773,010,450$ NEW JOBS - PHASE II 2,025 (6)

Multi-Level Garage $28,000/car

Notes:

(1) Assume convention & meeting areas included in Convention Center costs.

(2) Hotel $/key exclude restaurants, convention & meeting areas.

(3) Additional budget for hotel kitchen / restaurant.

(4) Assumed restaurant costs included in Casino costs

(5) Assume no convention & meeting areas required for this hotel.

(6) Excludes the hundreds of long term construction jobs created during construction & development.

SCHEMATIC BUDGET

PHASE II

NEW PERMANENT

FULL TIME JOBS

GARAGE OPTION

TABLE TWO – Phase II - Construction Budget & Job Creation


40


Spine Infrastructure 75,000,000$ JOBS

Phase II Site 627,227 sf

Phase II Building Coverage 178,981 sf

Four Star Resort Hotel (expansion) (5) 350 keys 175,000.00$ 61,250,000$ 0.9 Per Room 315

Hotel Amenity Areas 1 ls 1,500,000$ 1,500,000$ 20

Hotel Kitchen / Restaurant 1 ls 4,000,000$ 4,000,000$ 100

Surface Parking 211,016 sf 50.00$ 10,550,800$

Landscape & Hardscape 237,230 sf 30.00$ 7,116,900$ 5

CONSTRUCTION BUDGET - PHASE III 159,417,700$ NEW JOBS - PHASE III 440 *


JOBS

Phase IV - 8.8 acres (.3 FAR) 114,998 sf 150.00$ 17,249,760$ 850 SF per employee 135

4/1000 sf parking = 460 stalls

Phase V - 40.3 acres (.3 FAR) 526,640 sf 150.00$ 78,996,060$ 850 SF per employee 620


Phase VI - 20.9 acres (.3 FAR) 273,121 sf 150.00$ 40,968,180$ 850 SF per employee 321


CONSTRUCTION BUDGET - PHASES IV, V & VI 119,964,240$ NEW JOBS - PHASES IV - VI 941 *

CONSTRUCTION BUDGET - PHASES II through VI 1,052,392,390$ NEW JOBS - PHASES I - VI 3,406 *

* Excludes the hundreds of long term construction jobs created during construction & development.

PHASES IV thru VI - COMMERCIAL/RETAIL DEVELOPMENT

FULL TIME JOBS

NEW PERMANENT

SCHEMATIC BUDGET

NEW PERMANENT

FULL TIME JOBS

PHASE III

TABLE THREE – Phases III thru VI - Construction Budget & Job Creation


41 41

5. DISCUSSION OF EXTRAORDINARY ENTITLEMENT PROCESS

Tribal Gaming Component Overview

Assumptions:

A. Federally-recognized tribe,

B. Site identified and secured, and

C. Local community support (City of Vallejo and/or Solano Co.)

1. Concept Overview: FOMI is committed to building a world-class destination resort and convention center on Mare Island

and has determined that a Class III Tribal gaming component is vital to achieving the Highest and Best Use as well as

maximizing the City’s economic development and employment objectives for this property.

2. Tribal Gaming Component: To conduct Class III gaming on Mare Island, FOMI must a) partner with a tribal entity and

b) engage in numerous federal and State administrative processes required to place land into trust and qualify it for gaming.

These include, but are not limited to, the following:

a. Part 151 Determination - the process of the Department of the Interior (DOI) used to assess a tribe’s land into trust

application (“land determination”)

b. IGRA Section 20 - the section of the Indian Gaming Regulatory Act of 1988 that describes the criteria for lands taken

into trust after 1988 must meet to be eligible for gaming purposes. One the following processes / exceptions must be

used: (“Section 20 exception/gaming qualification”)

i. “Two-Part” process

ii. “Restored Land” exception

iii. “Settle of a Land Claim” exception

iv. “Initial Reservation Exception” exception

c. Local agreements - Memorandums of Understanding with the City and County.

d. Compact – The tribe must negotiate a Tribal-State Gaming Compact with the Governor of the State of California.


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e. Ratification – The tribe shall seek ratification of the Tribal-State Gaming Compact with the State Legislature (Both

Senate and Assembly).

f. Bureau of Indian Affairs (“BIA”) - Office of Indian Gaming - Once ratified, the BIA Office of Indian Gaming will review

compact provisions for final approval.

g. National Indian Gaming Commission (NIGC) – related transaction documents must be reviewed by the NIGC.

3. Tribal Partnership: FOMI has already had extensive communications with several federally recognized tribes and other tribal

entities qualified to engage the IGRA Section 20 regulatory approval process. FOMI anticipates that the process to finalize a

tribal partner will take:

a. 3-6 months to complete required due diligence on and select tribal partner

b. 3-6 months to conclude binding agreement with that Tribe

4. Tribal Gaming Qualification: The final choice of the tribal partner ultimately will dictate the necessary IGRA Section 20

process the partnership must engage. All Section 20 exceptions require the following elements:

a. Environmental Impact Study (EIS) – Analysis of potential environmental and socio-economic impacts from

development of the ‘preferred alternative’ project and four additional options. In a ‘best case’ scenario, the EIS

process for a tribal gaming facility takes 3 years with no delays. It can take twice that depending on circumstances.

i. The NEPA (National Environmental Protection Act) process, not CEQA, would guide the process, however,

most, if not all, of the environmental and socio-economic impact will have been analyzed as a result of both

the CEQA compliance process for the development project and economic and fiscal studies produced by the

developer and reviewed by the City.

b. Land determination – (see above) – Federal decision to take new trust lands into trust for the benefit of the tribe and

make that land eligible for gaming. This process can run concurrently to the EIS and take 3-6 years depending on

Section 20 process chosen.

c. Gaming compact – the regulatory framework for the gaming operation which is negotiated by Governor of the State,

ratified by the State Legislature, and approved by the Bureau of Indian Affairs Office of Indian Gaming. This usually


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happens simultaneously to the above two processes but, on occasion, can be conducted concurrently or even before.

This process can take one year or more.

5. Local partnership: An effective partnership between FOMI and local partners can significantly reduce some of the timelines

identified above and should include:

a. Local agreements – Memoranda of Understanding (MOUs) with key local host jurisdictions (City and/or County) and

agencies to mitigate local impacts. This process can take 3-6 months for each MOU and be conducted concurrently.

6. Variables: Unforeseen litigation, changes in legislation, and/or political pressure from other tribes, referendum of compact,

etc. can significantly alter delay the timelines above causing delays.

7. Concurrent Project Development: All these steps can be done simultaneously with other project development phases such

as development entitlement approvals and spine infrastructure, assuring that related project components are brought online

more quickly.

Development Team member, Chris Lopez Gallardo, has worked on the Enterprise Rancheria (“Enterprise”) project which is a

complex two-part gaming project. The Enterprise project was started in 2002 and is awaiting final compact approval.

Development Team member, Charles Banks-Altekruse, has worked on both the Enterprise and North Fork Rancheria (“North Fork”)

tribal gaming projects, which are also complex two-part gaming applications. The North Fork project was begun in 2004 and is in the

final stages of its compacting process. The Enterprise and North Fork projects were the 6th and 7th two-part projects approved since

1988 in the United States.

We anticipate using a more favorable and expedited Section 20 IGRA exception (such as “restored lands”) that will be

significantly less complicated and will be significantly easier and quicker to see through to development.


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Little Fawn Boland

Tribal Legal Counsel – CEIBA LEGAL, LLP

Little Fawn Boland is a partner at Ceiba Legal, LLP. Her firm serves the unique needs of tribal governments,

tribal corporations, and companies seeking to partner with tribes. Little Fawn specializes in negotiating and

structuring tribal economic development transactions particularly in the gaming arena, negotiating on behalf

of tribes with federal, state, and local governments, assisting tribes in the development of necessary legal

infrastructure for gaming, obtaining necessary entitlements, and navigating “Indian Lands Decision” and

“Fee-to-Trust” processes. Her firm is currently serving as legal counsel on several gaming and non-gaming

projects, represents several tribal casinos and gaming commissions. Ceiba Legal, LLP recently assisted a

Tribe beat what many thought were insurmountable odds to renegotiate their Tribal-State Gaming Compact

with Governor Brown’s office. The Tribal-State Gaming Compact was approved unanimously by both

houses.

Little Fawn Boland worked for four years on the City of Richmond’s BRAC project to develop the Point Molate Naval Base area for

tribal and gaming uses and recently worked on a Naval BRAC project in Rhode Island for several years. She understands the

multifaceted steps necessary to bring former Naval land through the development process for the end use of a tribe.


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1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st 2nd 3rd 4th

Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr Qtr

FEE-TO-TRUST

Finalize Tribal Partnership

Land Determination

Gaming qualification

Local Agreements

Compact/Ratification

NIGC Final Approval

Vertical Construction Opening

NMI DEVELOPMENT

Project Master Plan

Envir. Impact Report/Study

Local Entitlements

Demolition

Spine Infrastructure

Vertical Construction Opening

* Assuming City entered into an ERN with FOMI no later than January 2015.

PROJECT TIMELINE SCHEDULE *

CONTINGENCY

2015 2016 2017 2018 2019