make this project financially feasible. and we believe that we do have a regulatory strategy that will get us through a reasonable amount of time. matt walked through some of the economics of phase 1. phase ii, we have not yet submitted a formal proposal that has not been requested at this time, but obviously it's a major project through the entire pier. development costs would be in excess of $100 million. we would be requesting the full 66-year lease that is within the trust a because that would be required to amortize a very substantial investment, particularly with a full seismic upgrade and pier structure work that would be required. and we would finance this through a combination of private equity, debt, and federal and state historic tax credits. tmg has a lot of experience and we believe we can secure those credits and help make this project work. the project would generate a

good deal of revenue over its life as well as a good deal of expenses up front,v and we expect that we would be able to pay a very substantial amount of rent to the port and would be willing to structure various forms of up side participation as is typical for these major projects, however, there would be a need to negotiate and offset credits, qualifying rent credits for the structural work that would result in this new project going forward. we've been asked to address project phasing issues and we'd like to be as frank as we can with you about this. we have submitted this as a two-phase project. the bulkhead rehabilitation which as matt said we think we can have in place in 12 to 18 months, followed by the phase ii full rehabilitation of the pier. we believe the appropriate time from a legal point of view to start the entitlement process for that phase ii project is after phase 1 is approved.

so, why in construction, say spring of 2013, realistically it's about two, maybe a little more year process to get through the entitlements and all the regulatory approvals for phase ii. so, we'd be hoping to finish -- get phase 1 in construction, get it open, while you finish the entitlements and permitting and design for phase ii. the major benefit of doing that, phasing approach, is because as matt said, we want to help you meet this very reasonable goal of trying to get the bulkhead back into service, reactivated, full of life, public uses and returning receiptction to the port as quickly as possible. drawn rent but there is a realistic trade-off ~ that is more efficient to do this as a single project. in part there is a certain loss in the amount of -- certain some of the improvements, money that gets put into hard costs that can't be salvaged because of a need for full seismic upgrade. and additional cost of

entitlements and development planning and self-costs and permitting that essentially and of course the additional time to get to phase ii. if the port chose to do this as a single large project, you would lose the benefit of very quick activation, but you would gain the benefit of a more financially feasible project which would then return higher rent and participation to the port. so, i think those are the trade-offs that need to be thought about as you go forward. finally, we've been asked to address our goals for local business and work force programs. i want to ensure you as we did last time that we are fully committed to this. we understand that this is a public project. our partners at premiere structures have worked with you on the ac-34 plan. tmg right now is doing a fantastic job meeting with redevelopment agency work force goals and city work foregoals in projects at folsom and 3rd street. we are committed to. this we will work with you and

the hoc on an agreement for both consultants and subcontractors as well as for work force participation through local hire program in san francisco. we are all san francisco-based firms. premiere structures, our jv partners, in fact registered lbe. and we are also excited that, you know, particularly the first phase of the project which will be about tech businesses and small businesses is something that is another form of local participation. and we absolutely embrace the importance of these programs. i will not repeat what matt -- what mike said. we believe that we have a great team. we believe we have the right vision. we have a lot of patching for this project. we know these are difficult projects, but we think it's very exciting and something we'd really, really like to do. and we would look forward to working with you. that concludes our presentation. i've got 18 seconds left. [laughter]

>> okay, we have representatives of our architectural structural engineering, legal staff, joint venture partner. we are all very happy to answer any questions that you have. thank you. >> thank you. so, do we want to take questions now or just wait until the second presentation and do it all at once? >> all at once. >> i know we'll have san francisco waterfront partners led by simon [speaker not understood] to make his presentation.

>> good afternoon, commissioners. executive director moyer, vice president brandon. sigh nonsnellgrove, san francisco waterfront partners. i'm going to make my presentation today on behalf of my partner alicia and our team because alicia said i could. [laughter] >> before i launch into our presentation, i want to thank john doll and all the colleagues at the port for [speaker not understood] doing a very good job on what is a difficult concept. i also want to thank the entire team, our team, and especially our consultants who have worked very hard and given a lot of hard work to a thoughtful and brainstorming way to best accomplish the port's goals.

so, our approach today is -- thank you, michael, for breaking the ground on that -- a single project broken into two phases. we accounted for size enough to think this is a fabulous project that deserves to be done in two phases. we understand the port's desire for a speedy reactivation. we believe our approach will create immediate income for the port. a seamless transition to the second phase. and we are proposing to start with a relatively modest scale, slightly tweaked from the last one which you saw. and leading onto a very robust budget and we think that this approach is going to be the best way to accomplish your goals. so, first of all, i'd like to start with the first phase. i don't know if you can read all of these, but this is

ensuring that we at all times stay in compliance and consistency with the secretary of the interior standards. first of all, the big idea we have and have worked on hard with co-consultants, our architects, engineers and land use attorneys is to start by installing a seismic joint in the first phase of the project. this will enable us -- excuse me -- to upgrade the building entirely to current seismic standards and to occupy the building with some changes of use to accomplish what we think are an excellent solution to the state lands trust and the port's goal for public access. and to immediately reactivate the public access which is

shown in green on the left. i'm not sure how large your screens are. to reactivate the maritime use with small craft, small craft launches, water taxi landings and kayak landings, and brought in on a transitional basis. coming around to the south side of the apron, a big gift will be to remove the office space in the bulkhead building, thereby allowing public access onto the apron and up around to finally reconnect the neighborhood with the water. and then visitors serving retail, instead of office, we will address how we accomplish that with the change of use in a minute.

and finally, a history connecting the north and south sides of the building. we've also included 55 valet car park spaces, but we want to impress upon the port, we're happy to work with you either way with those numbers. on the upper floor, by seismically upgrading the building, we are able to permanently occupy the bulkhead building with office. we will bridge over the railroad passage that has been created to provide public access to the water. and if the port please, we would even extend to take over the pier 40 lease part of the bulkhead building so that we can upgrade the entire building in one piece. as far as retenanting, we've been up to address that.

to the below the screen where the seismic joint is, we'll be able to permanently install restaurants there that we'd not have to move. we have, instead of food trucks, we've taken what we think is the more truck compliant and bcdc happy approach which is to do pop-up restaurants in the shared space. pop-up restaurants, mostly the investment is in ff & e, furniture, fixtures, and equipment, which can be more easily removed and replaced when the shed is upgrade today seismic standards in the second phase. ~ shed space a view of the apron is here where we have widened the apron to provide for generous bcdc public access and still have the pop-up restaurants pulling up with images like this. one on the top doors which you

probably all have seen at pier 29 for the america's cup, great pop-up restaurant pouring out onto the verge onto the apron would be beer gardens and casual affordable approachable sort of restaurants that are in keeping with this neighborhood. as far as the [speaker not understood] is concerned, our big idea is removing -- excuse me -- removing the office, extending the public walkway through the bulkhead. we are able to create two permanent cafes there. again, they won't have to be removed for the second phase. we have addressed the issue of occupancy change from a b to an a by upgrading the bulkhead building to current standards. we will avoid -- we will

address a seismic trigger on the bulkhead portion from an environmental -- all of this work, we believe, can be done under a categorical exemption, but lest the mea now ep concern that the change of use might trigger an e-i-r, this can be addressed by changing the configuration of these cafes so that no more than 49 people are in occupancy. the vision there is shown here where the bulkhead buildings are [speaker not understood]. we have a bridge connecting the office at the second floor similar to what we did for bloomberg in pier 3 above the [speaker not understood] cafe. so, we get contiguous office occupancy and there is the work right through to the water. similarly what we did in pier 3 with ka faces on either side.

alicia has done an amazing job of sourcing incredible tenants, but a lot of ideas had a lot of people come to see her about it. ~ she submitted some letters. we've got some very excited tenants who would like to come into this. and all the more so because you're not going to have to move them out for phase ii. so, as far as our schedule, we differ a little bit, but not much from michael's approach. i think amy said it really, really well. the compelling -- this is the schedule for phase 1. we believe this work involves bringing everything up to code. and creating -- getting the permits for categorical exemption can be achieved. we certainly have a lot of experience in doing leases with the port. we can do a lease with grace

and jonathan. wave done so many leases with them we can probably write it ourselves and get it signed in a week over to susan. [laughter] >> you're on. >> so, a quick start and we are always optimistic. we will stay within the categorical exemption and we will achieve this budget in 15 months given the chance. so, here's the economics. it's going to be a little different than our first submittal work as in ten years. and we're proposing ten years because we don't believe it's going to take more than ten years to get the entitlement to phase ii. we're looking at phase 1 as just the introduction to phase ii. we would pay a $120,000 a year per annum to the port starting on day one during the construction. we would pay a minimum base rent of $128,000 once it's

occupied versus a 15% of the gross receipts, of the net receipts on entitle rent. and just as an aside on piers 1, 3 and 5, we started paying the port percentage rent, at least paying amortization within six quarts of opening that pier ~ and we are continuing to pay that. ~ entitle rent the adjustment base would be five years with cpi. we would not amortize any of the infrastructure costs in phase 1. so, we are not asking for long-term lease to do that. we are going to defer all of the infrastructure costs until phase ii so the port will get its $120,000 no if's, and's and but's during that period. we will provide the funding. we'll provide the maintenance. we'll pay for the operations. the net present value over 10

years is only a million-2-90. the current value is $140,000. so, into phase ii, we have addressed more in phase ii in our presentation, but here's our concept for retenanting. the first thing is that phase ii was to completely wrap the pier in a public access and not unlike tmg's proposal, we would cross the pier with public access. our difference here is we're putting a very large space on the end of the pier, if you like, a sort of retail public assembly occupancy. this would be a space that was given to special events, not unlike the america's cup. the port could use it for events everybody could rent it for events, and we would in large, put a very large apron out on the eastern side so not unlike what has been done at

the end of pier 27, very excited about this concept, we would extend the berth, the transient berthing on the south side. and through the shed here we've done a little sketch of [speaker not understood] those who have to work around pier 1 rather than go in the back door might appreciate the length of this pier. so, these transitional spaces would enable us to see -- the public to see up into the office space to appreciate the historic rehabilitation and would occur at three points across the sheds. of course, the economic driver, 74,000 square feet of office. we have got a very interesting leasing concept about how the space and all of the usual tech office space here.

but having both, fridge capital and developers and we've had a lot of conversation with one of the people who ran the previous hub space in this building. ~ second floor would be office. not all hub space, but certainly a part of it similar to the concept that tmg came up with, very large skylights for our city. we would be aimed at gold leaf standards. we have about a 900 foot long roof here, about 90,000 feet to play with for solar panels. and don't forget, we did the first solar panel on the waterfront and we've done three of them and they're all working. and we went through the shipyard nightmare of trying to get those approved. so, we think we can handle [speaker not understood] on that. [speaker not understood] i said that. as far as schedules are

concerned, there is phase 1, the dotted line, this is not going to be a pop quiz after this, but a lease was telling me this was too complicated. ~ the dotted line shows where we finished at the end of 15 months. as amy said, that 15 months can be well used for getting the entitlements. we believe that as we have in other piers, we've gotten the mitigated negative declaration. nothing that we're doing here is going to significantly change the state of affairs. anybody can say i think you're going to have to do an e-i-r. that later can be written, in that case a full e-i-r would take longer than this. we've said they're mitigated negative declaration could get us there. but if somebody wants an e-i-r done, member of the public, then it could extend this and we are probably more in line with what tmg is saying, then, you have to write another 10

months a year for the whole e-i-r process. but if we're successful with the mitigated negative declaration, we believe we can start construction as we finish construction on phase 1, we can start construction on phase ii and get done by november 16th -- november 2006. so, a seamless -- a seamless and nondisruptive phasing. the phase ii lease terms, i'm giving it all away, mike many. now you're going to have it all here -- $120,000 for continuous construction period for both phase 1 and 2. when we get to phase -- occupancy of phase ii, a million, $1.2 million minimum rent versus adjusted every five years, versus 15% of the, essentially our [speaker not

understood] knows it well. it's 15% of the net receipts. that means all of the rent, excluding the operating costs. our assessment is that the infrastructure costs will be $26 million including what we're doing in phase 1. we're going to try to burn that off in 20 years. we would also pay the port 15% of any transfer of sale. we would propose to figure out ongoing transit impact fees because we think along the embarcadaro it's the right thing to do. we'd have parking surplus fee. we have the port have a priority use of the 5500 square feet at the end of pier -- of the pier. and for the public event space. in all, the gross rents paid to the port would be $240 million

over the 66 years with the net present value of $31 million. roughly that translates to about $155 a square foot, which is the high end of what's being paid. i think michael [speaker not understood], but it's a high [speaker not understood]. plus you'll get 15% of the sales transfer. very generous offer. hopefully it will knock him out -- >> almost [speaker not understood]. [laughter] >> so, regulatory agency, alicia wrote a very good thing -- how much time do i have here? >> [speaker not understood]. >> alicia wrote a very good thing about this. she said, you have to have a strong stomach and a good lawyer to go through this process. we've done it, we've done it, we've done it. we have very good lawyers and she has a very strong stomach. and she says that which does not kill us makes us stronger. so, we maintain a sense of humor. lbe, we hit it out of the

ballpark one more time, 22% against the 15% target, pa 24%. [speaker not understood] get to 15% target. we have a 15% target so, we have very strong targets and we mean to accomplish them. we believe in it. meeting and exceed the port's objective, we believe that everything here meets and exceeds the port's expectations and objectives and shows commissioner brandon the money, which is always one of her concerns. [laughter] >> why sfwp? why us? well, i wrote this because i'm not going to remember it and i've got one minute to go. our team has been and will continue to be dedicated to achieving the delicate balance between that essential passion for creativity and the long-term legacy of economic sustainability. we understand and respect the

port's mission and its challenges. we understand that we are not and never will be the owner of this asset, but simply aspire to be the port's partner in creating and care taking for it for the next generations. we share a long-term vision to establish a canvas upon which many future generations are able to create their own uses and reuses in the ebb and flow of culture and economic trends. we have the team to execute the project. we have the financial capacity. we have the waterfront experience. we have the vision, and we have the commitment. this project embodies our mission and all of our core values, and we never give up. thank you very much. do i have one minute left? [laughter]

>> okay, are there any questions for the developers? please ask. >> thank you. is there any public comment? no. commissioners? no? he said you can go first. [laughter] >> i want to thank both teams. i think we have an embarrassment of riches here, no pun intended. but they really do, with two really stellar teams. and i think we know both teams quite well. i just want to be clear. if i could, i'll ask each of you. during the phase 1 -- before starting phase ii, is it the

intention that the space up in tenanted ead would be tenant -- while the phase ii construction takes place? or would there be a time where it would be empty during that phase? >> no, we have -- while we're doing the seismic on the bulkhead, we would be able to maintain the tenants throughout the construction. >> and that's during the seismic and phase 1? >> yes, that would enable us to do it. you may not have nodtioned. we will not be putting office in the second floor of the shed. ~ noticed in phase 1 because that's going to be [speaker not understood]. we think it doesn't make sense to put the offices in the second floor of the shed and then take them back out a year later. >> i think the biggest difference i saw other than some of the new things that

simon did to take our ideas -- [laughter] >> -- was that our project tried to address your request which was if you ever get phase 1, can you do it? and then if you get phase ii, how would you do it. so, i think the difference, if i heard it correctly -- i don't know, i'm not asking simon a question. but to do the seismic upgrade for just the bulkhead i can't imagine it's economically feasible which i think his are more tied together. so, we're prepared to do a phase 1 if that's what you say you're prepared to transact. ~ as we proposed it. and that's why we have the uses that we have. some of them are more interim or flexible. as matt said in the last presentation we had, when we did the did the rehab across the street at 1 market. having the 1 market street restaurant open during construction was a living nightmare because they were operating a full-time class a restaurant while we were doing seismic upgrades. and that's just something you don't want to repeat. so, we drew it up in a way that

we could do the phase 1 first, have the tenants with the food truck concept be flexible, and then come back if you decided in three years to award the second part. obviously as simon said, we both would rather do it all at once. by we tried to address it in a way that you could choose one versus the other. hopefully that's not an inaccurate statement. >> any other questions? >> i just want to thank you both for a really great presentation. you both sounded very experienced participants and i think it's a great project. that's all i need to say at this time. >> i want to piggyback off my fellow commissioners.

too eagerly, this is just great. both different visions, both creative thinking, both out of the box. i just am impressed with both. this is a great project. wrong the port could be in a better position to have two excellent candidates. i really don't know what to say. [speaker not understood]. thank you. >> i had another question. is there any percentage rent considered in the tmg proposal? >> in phase ii we'd have percentage rent. i think in phase 1 we're paying the base rent. thank you. >> any other questions? comments?