San Diego Sports Arena Request for Proposal 2021

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DISCOVER MIDWAY

AFFIRMED HOUSING ASM GLOBAL BROOKFIELD PROPERTIES NATIONAL CORE WWW.DISCOVERMIDWAYSD.COM + + +
01 02 03 04 TABLE OF CONTENTS Discover... OUR JOURNEY What we’ve learned Where we are going OUR VISION + OUR PROGRAM Discover with us Experience with us The vision coming to life OUR TEAM Who we are Why we’re here Commitment to community MORE Executing Our Vision Scenario B Project Summary Deal Framework Assumptions and Limiting Conditions Cautionary Note Concerning Forward-Looking Statements Statement of Financial Capacity from Lead Developer Letters of Recommendation

City of San Diego

Department of Real Estate and Airport Management

Mary Carlson, Program Manager

1200 Third Avenue, Suite 1700

San Diego, CA 92101

Ms Carlson,

COVER LETTER

On behalf of the Discover Midway team, SD Sports Arena Development LLC (“Brookfield Properties”) is pleased to submit the following proposal to develop, operate, and lease the Sports Arena district by partnering with the City of San Diego and the Midway-Pacific Highway community. We are committed to the opportunity to invest in a beautifully designed and connected place that delivers housing at a wide range of income levels, active parks and green spaces, multi-modal transit improvements, an improved and reimagined Sports Arena, modern office space, and most importantly, community investments that align with the priorities of a diverse set of regional stakeholders.

Our collective experience is unrivaled and enables our team to deliver projects, not just promises for our public partners, local businesses, and neighbors. Brookfield Properties and the rest of the Discover Midway team, comprised of Affirmed Housing, ASM Global, and National CORE, brings more than 40 years of local ownership and operating experience to establish an enduring and iconic place for San Diegans to work, live, and play. As longtime San Diegans, the Sports Arena site is special to us. Our team’s collaboration allows us to reinvest in the community we call home. A vibrant mix of experiences, spaces, and amenities on the Sports Arena site will both celebrate and enhance the cultural fabric of the Midway District and create a true neighborhood destination.

The Discover Midway team is united behind a shared vision and plan that encompasses a thoughtful, coordinated, responsible approach to planning, building, and operating. These are city redefining endeavors that require a steadfast public-private partnership. Our team is uniquely qualified to deliver for San Diego with the greatest resources, operating expertise, and vested community interest—unmatched by our competitors – to maximize community and economic value.

We stand together with you to create an authentic San Diego experience and neighborhood through the following:

• Delivering housing at a wide range of affordability now, not later. Starting in Phase 1, we will add meaningful affordable and market rate housing for families, young adults, and seniors. At full build out, more than 3,200 total rental homes will house over 6,500 residents, of which 25-32 percent are designated as affordable not to exceed 60 percent AMI.

• Reimagining the arena open to the community. We envision, and will deliver, a sports arena with iconic, San Diego inspired architecture that showcases new indoor and outdoor connections, an expanded concourse, a multitude of new food and beverage options, refreshed interior amenities, and environmentally sustainable features that enhances unforgettable experiences for everyone to enjoy. By leveraging ASM Global’s deep history and track record at the Sports Arena, as well as its global portfolio spanning more than 325 venues across five continents, we will reimagine and modernize the venue for fans, entertainers and guests alike, while honoring its legacy as a sports, entertainment and community landmark.

• Shaping an everyday place to come together. With an emphasis on connection and wellbeing, we will foster entrepreneurs, artists, and businesses to create one-of-a-kind experiences through our mixed-use programming rooted in San Diego’s DNA. Our year-round calendar of events and flexible community activations will be curated, operated, and managed locally with the support of Brookfield Properties and ASM Global.

• Crafting a project by San Diegans for future generations to enjoy. How we plan, build, and operate is rooted in a civic mindset to champion and lead a project that embodies climate action, equity, and mobility. We have collaboratively designed a robust series of community benefits based on significant input and working sessions with a volunteer-based Sports Arena Community Advisory Board to cultivate long-term partnerships.

• Unwavering partner for San Diego. Our commitment to San Diego and this project has not changed. As longterm partners, our heritage as an owner-operator is focused on bringing special places to life for generations to come. To us, the Sports Arena site is not just another deal, but a unique collaboration in the city we call home and an incredible opportunity to drive substantial economic and fiscal benefits for San Diego.

Our passion for this project continues with the prospect of leading it for our neighbors. Further, we support the defense of Measure E litigation to take our project from vision to reality.

We look forward to continuing this process with the City of San Diego. For ease of communication, please feel free to reach out to Chase Martin, chase.martin@brookfieldproperties.com.

Sincerely,

Delivering housing at a wide range of affordability now, not later

Reimagining the arena open to the community

Shaping an everyday place to come together

COMMERCIAL CONFIDENTIAL INFORMATION
New San
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Crafting a project by San Diegans for future generations to enjoy Unwavering partner for San Diego

PROJECT HIGHLIGHTS

11+ acres of Parks, Plazas and Civic Spaces

Local Mercado to foster entrepreneurs, makers, artists and businesses rich in San Diego culture and diversity

A Reimagined Arena

with iconic, San Diego inspired architecture and indoor/outdoor connections providing fans what they want and need in a modern arena

More than

3,200 total rental homes will house over 6,500 residents, of which 25%-32% are designated as affordable not to exceed 60% AMI

COMMERCIAL CONFIDENTIAL INFORMATION
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Our Journey,

WHAT WE HEARD

WHERE WE ARE GOING

01 COMMERCIAL CONFIDENTIAL INFORMATION

Sports Arena opens

ASM Global begins partnership with San Diego to manage arena

Measure E passes to support our vision

Nov 2020

COMMUNITY ADVISORY BOARD

Engagement

What we heard from the community

Welcome all San Diegans through social equity + inclusion

Provide housing for all levels of income

Re-imagining the Sports Arena and a new entertainment district

Foster purposeful transit + multi-modal connectivity

Incorporate Sustainability into design

Further evolve a Midway identity

Embrace community partnerships

Expand green space, parks and plazas

Prioritize public safety

City selects

Brookfield + ASM Global partnership

Launched Community Advisory Board

Our Elevated Pillars

Crafting a Vision that is Informed by the Midway Community

Strengthened the Team

Brookfield + ASM Global welcome

National Core + Affirmed to the Discover Midway team

OngoingCommunityConversations

Being part of the Discover Midway CAB has been a real blessing; to be able to not just represent my community but to work with all of the other stakeholders. Bike advocates, housing and people who really know their subject matter and are passionate about their craft. The Discover team has done a really good job of listening.

COMMERCIAL CONFIDENTIAL INFORMATION
1966
2008
Since
Aug 2020
Nov 2020 Sept 2020 Officially Re-bid
Dike Anyiwo − Vice Chair, Midway Pacific Highway Planning Group 6

EXPERIENCE A NEW SAN DIEGO ORIGINAL

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DELIVERING HOUSING AT A WIDE RANGE OF AFFORDABILITY NOW, NOT LATER

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REIMAGINING THE ARENA OPEN TO THE COMMUNITY

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SHAPING AN EVERYDAY PLACE TO COME TOGETHER

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CRAFTING A PROJECT BY SAN DIEGANS FOR FUTURE GENERATIONS TO ENJOY COMMUNITY SPOTLIGHTS

We aim to promote a more equitable, economical and sustainable San Diego. How we plan, build and operate in our communities is foundational to our heritage as a local owner/operator and at the core of creating lasting special places in our own backyard.

Equity

Making the city a more equitable place for all

Environment

Turning the dial on climate action for a brighter future

Economic

Driving substantial economic and fiscal benefits

Rotating local public art exhibits, community events and activations including a curated theatre collaboration with the San Diego Opera

Partner to Empower a program supporting black and minority-owned business owners growing and opening stores in Brookfield destinations, helping to ensure equity in our industry

Allocate funding to assist the formerly incarcerated and veterans seeking permanent careers in construction and site operations

MBE/WBE/DBE/VBE commitment for labor, consulting and business contracts

More than

3,200 total rental homes will house over 6,500 residents, of which

25%-32%

are designated as affordable not to exceed 60% AMI

Local Mercado

to foster entrepreneurs, makers, artists and businesses rich in San Diego culture and diversity

New flagship space for Phil’s BBQ

Dedicated spaces for community education, after school programs, digitaldivide-solutions, afternoon and evening programming

Continued partnership commitment to

Modern Times and other local breweries

New indoor/outdoor configuration for Kobey’s Swap Meet

11 + acres

of dedicated park and expanded outdoor spaces with programming and amenities for families, residents and visitors alike

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UNWAVERING PARTNER FOR SAN DIEGO

150+

team members in San Diego

22 months committed to reimagining San Diego Sports Arena site

200+ visioning meetings for the site

20+ member community advisory board

40+ letters

supporting Discover Midway

We urge the City to move forward with selection of the Discover Midway team for the Sports Arena site redevelopment. Discover Midway is the right team to create and deliver an exciting, community-crafted vision .

– COLLIN SMITH, Owner, The Cravory

“Discover Midway has taken the right approach to shape an equitable future for the Sports Arena site that will create needed opportunities for San Diegans of all backgrounds.”

– JASON PAGUIO, President & CEO Asian Business Association San Diego

Discover Midway has been actively engaged with the community to create a special destination on the Sports Arena site. We are excited by the team’s approach, which allows Kobey’s Swap Meet to continue as a longstanding, valued partner in the neighborhood.

Being part of the Brookfield CAB has been a real blessing; to be able to not just represent my community but to work with all of the other stakeholders. We have bike advocates, housing advocates, transportation and people who really know their subject matter and are passionate about their craft. I think Brookfield has done a really good job of just listening, we’ve had 5/10 meetings and every time we just talk, people want to know what we think.

– DIKE ANYIWO, Vice Chair, Midway Pacific Highway Planning Group

The Sports Arena site and the Opera have become close friends over the pandemic. We have produced two operas on the parking lot of the site over the past year and a half; over 5K attended, we employed over 500 and many of them had not had work since beginning of the pandemic and created a beautiful experience for our community right onsite.

So, Opera belongs on the Sports Arena Site.

– DAVID BENNET, General Director, SD Opera

“I urge Mayor Todd Gloria and the San Diego City Council to consider Affirmed Housing and Discover Midway’s combined credentials and expansive resources as they decide a winning bidder in this exciting redevelopment process.”

– MAYOR LIBBY SCHAAF, City of Oakland

Discover Midway has the expertise, track record and resources to craft and ultimately deliver an exciting and iconic destination on the Sports Arena site. They are the right team to create a reimagined sports and entertainment venue experience that will be enjoyed by many future generations .

– JASON RIGGS, San Diego Stadium Coalition

Our team has been proud to be a part of Sports Arena Community Advisory Board. We look forward to providing further input to help shape a vibrant new destination at the Sports Arena site.

– PHIL PACE, founder Phil’s BBQ

Discover Midway offers a balanced vision for the Sports Arena site that demonstrates their commitment to addressing San Diego’s housing needs while unlocking the vast economic potential of the surrounding Midway neighborhood.

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Our Vision,

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DISCOVER WITH US

SAN DIEGO ORIGINAL EXPERIENCES

Some people think you have to move on from the old to create the new.

We’ve learned to see it differently...

Destination: Hotel Del Ice skating at sunset, which a beach view

Destination: San Diego Zoo Iconic family adventures

DESTINATION: MIDWAY Make your own memory

Destination: Ocean Beach Winter surfing in a cold Pacific

Destination: Pacific Beach Free Slomo!

Midway can be all its own place while evoking the ‘only in San Diego’ memories that we have from growing up here, moving here, or visiting here

Destination: Balboa Park Comped concerts and surprise happenings

Destination: Kobey’s Swap Meet Flea Market All the crazy finds and vintage flare

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A NEW SAN DIEGO ORIGINAL

Inspired by, created with and built for all San Diegans...

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A VISION THAT TRANSCENDS PROPERTY LINES

Our Approach to the District

Through months of engagement and collaboration, we’ve crafted a vision not for a site, but for a community.

HIGHLIGHTS

• A reimagined arena

• Experience built around the way people want to live

• Advance the priorities of the Midway Pacific Highway Community Plan

• Activate a broader district

• Root the site in its surroundings

• Weave cultural experiences and district programming into daily life

• Focus on 20 minute living with a vibrant and sustainable mix of uses

• Connect people to nature and support healthy lifestyle choices

• Deliver a mix of housing opportunities, near transit

• Network of bike paths

Generous parks, bike paths and plazas create a seamless neighborhood

Potential Pedestrian connection to the San Diego River Trail

Sports Arena

Our Approach to the Site

Create a well-textured mixed-use neighborhood: Great neighborhoods have a mix of uses, scales, and textures. The new Midway intersperses these within and between the use zones to create a dynamic, living place where people can be active or relaxed when they wish

Create open space for a collection of experiences across all days of the week: The organically-shaped green promenade permeates the entire new Midway neighborhood, encouraging visitors and residents to explore the site during scheduled events or on an everyday weekend or weekday

New streets and public spaces create a neighborhood scale

Create porous edges that feel inclusive and create a shared destination: Boundaries of the arena, green spaces, and use zones are intentionally “soft” to better form connections between the every day lives of residents and workers and the frequent or periodic landings of visitors

A Retail Market Hall, The Mercado, a shopping and dining destination at the heart of the district

Street connections link the district with the surrounding neighborhood and catalyze future opportunities

Green spaces weave the district together

Create a seamless, well-connected mobility infrastructure: Enable multimodal access options and convenient connections within and outside the site by establishing a grid of connected streets, sidewalks, pathways, and parking; integrate existing routes and modes with new ones to fill gaps and maximize choices

COMMERCIAL CONFIDENTIAL INFORMATION
PARKS/OPEN N SPACE PARKS/OPEN SPACE M COMMERICAL XE MIXED USE COMMERICAL MIXED USE G PARKING PARKING NEIGHB NEIGHBORHOO NEIGHBORHOOD OOD RESID IAL RESIDENTIAL NEIGHBORHOOD RESIDENTIAL URBAN RESIDENTIAL LIVE-WORK URBAN RESIDENTIAL LIVE-WORK PLAZA/OPEN SPACE PLAZA/OPEN SPACE R RIVER PRO OR PROMONTORY RIVER PROMONTORY MERCADO PLAZA MERCADO PLAZA T EVENT A PLAZA EVENT PLAZA G OOD NEIGHBORHOOD PARK NEIGHBORHOOD PARK MIDWAY GARDEN MIDWAY GARDEN RIDESHARE DROP VEHICLE ACCESS TO PARKING MTS SHUTTLE STOP EXISTING MTS BUS STOP
AR
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EXPERIENCE

THE DISTRICT

Sunrise class with Yogabox and a view of the district

Grab a cup of coffee from the Better Buzz pop-up cart

An employee gets extra snooze time due to a shorter walking commute to the office

Pick-up your tickets for the next San Diego Gull’s game at will call

Take your pup for a walk around the district

Meander through The Midway Mesa to view the new art installation exhibit

Shop for dinner supplies, don’t forget a Bread & Cie baguette

Watch a movie and enjoy a double scoop from Salt & Straw under the stars

Takeyour Bird scooter home

*Brands referenced above are aspirational

COMMERCIAL CONFIDENTIAL INFORMATION SPORTS ARENA BLVD 1 2 4 3 5 6
1. The Midway Mesa 2. The Neighborhood Park 3. The Arena 4. The Event Plaza 5. Open Concourse 6. The Mercado Experiences:
Pick upproducefromthelocalfarmersmarket 17

AFFORDABLE HOUSING HIGHLIGHTS

The cornerstone of our site

25%-32% of our rental homes are designated as affordable not to exceed 60% AMI, totaling

Our homes will be dedicated to families, seniors, veterans and young adults

consisting of a mix of 1-, 2-, and 3-bedroom apartments (25% of the homes will be 3 bedrooms)

820-1,046 units

WELCOME HOME SAN DIEGO

Each individual affordable housing community in the site will include a community room for the residents along with other on-site amenities, which may include laundry on every level, children’s play space, raised planter beds for gardening, open plaza seating, BBQ areas and turf games areas. The community rooms will be shared with all residents on site and also with local neighborhood planning groups and other local non-profit organizations with reservations made in advance with property management.

HELPING OUR RESIDENTS THRIVE

Residents will have access to comprehensive services onsite offered by National CORE’s Hope Through Housing Foundation (“HOPE”) and other local service oriented non-profits. All services will be customized to the needs of the residents.

Once safe, quality housing is achieved, true revitalization occurs when there is access to resources that promote prosperity, quality of life and physical well-being. HOPE enhances communities with a wide range of services which will include a combination of some of the following services: community centers, financial and technology literacy programs, youth education and enrichment, employment support, fitness and nutrition, recreational activities, and ongoing supportive services.

Connect residents to nature with activated parks and plazas

Prioritize health and wellness with rentable bikes and a network of bike paths

Encourage 20 minute living with ease and walkability

Foster resident community with rooftop gathering spaces and organic gardens

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THE ARENA

A San Diego legend is reborn

The reimagined arena, with a new sculptural multimedia sunshade facade, draws inspiration from the recognizable forms and shapes of the region. A soaring gull, wings silhouetted against the sky, or snowy egret taking flight from the river.

A cresting wave or ship’s sail full of wind. These iconic references subtly coalesce to create a unifying new vision for the venue that welcomes the community and celebrates this great region.

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What’s old becomes new, as a long standing fixture inspires growth in the community

OPEN CONCOURSE

Beyond the Arena, extends the experience

Preserving the bones of the existing arena dramatically reduces the carbon footprint of the project and provides a new life for the structure. The reimagined arena will be anchored by unique offerings which activate the ground plane and seamlessly blend the park and arena experiences.

An expanded indoor-outdoor experience allows for natural ventilation and public enjoyment

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EVENT PLAZA

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When Midway is at its finest

With its central plaza and smaller “pocket” venues, Midway is event-ready. It’s energetic, activated, reflects community and is a true place for both residents and visitors alike – on event day and every day.

A special destination for a performance and for daily life

COMMERCIAL CONFIDENTIAL INFORMATION
EVENT PLAZA 22

KOBEY’S SWAP MEET

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A fan favorite finds a new home

Wrapping the arena and nearby streets, Kobey’s returns with enhanced connectivity, easier parking and optionality for indoor/outdoor guest experiences.

A one stop shop for vintage rugs, handmade jewelry, or collectable sneakers.

We look forward to being here for another 40 years and I hope my twin daughters, when they come of age, can experience the Swap Meet at the new property we envision.

A day in the district...

An excited new vendor sets up their stall to launch their new line of handmade jewelry

Grab a scooter and take a ride around the site

Score! You found the collectable sneakers you’ve been wanting

Treat yourself to a cravory cookie for the walk home

Find the perfect succulent to complete your new apartment

KOBEY’S SWAP MEET
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THE MERCADO

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The heart of the Midway community

An open-air market will feature local vendors, makers, restaurateurs, artists and more. Moments are created, activation spills out onto inviting sidewalks, sprinkled with unique offerings and shaded seating abound. Second level space will provide room for a thriving community center.

A place curated for San Diegans, sought out by tourists.

A day in the district...

Hop on the MTS from Old Town and head to the Mercado

Order a tasty green juice from Northside Shack stand

A bike enthusiast attends the monthly SD County Bike Coalition

Hit Miguel’s Cocina for the famous fish tacos and enjoy a local band with a margarita

Surprise your special someone with fresh flowers

COMMERCIAL CONFIDENTIAL INFORMATION
THE MERCADO
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THE MIDWAY MESA

Nature woven throughout

Nature woven throughout with its elevated position, the new Midway Mesa offers a one of-a-kind place to see it all - a perfect spot for a laid back weekend sunset, an outdoor yoga class, or celebrating local rotating art exhibits.

A breathtaking overlook to experience a panoramic view of all that the district has to offer

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NEIGHBORHOOD PARK

A place for gathering and community

The extensive new park spaces are envisioned as “public rooms” for outdoor social activity, whether small or large scale; active or passive; intimate or festive. Offering flexibility to accommodate changing community preferences and diverse programming efforts over-time.

Activated and programmed with the community in mind

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PROGRAM SUMMARY

Retail: 153,430 sf

Office: 456,565 sf

Public parking: 2,775 stalls

Public parks and spaces: over 11 acres

Affordable housing: 820-1,046 units

Market rate housing: 2,231-2,457 units

Total housing: 3,277 units

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Sports Arena Blvd Hancock
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Our Team,

WHO WE ARE CASE STUDIES

OUR COMMITMENT TO COMMUNITY

COMMERCIAL CONFIDENTIAL INFORMATION 03

ASM GLOBAL

Locally

For over 13 years, we have provided best-in-class management, operations, content and marketing, all dedicated to curating activation and experience to the community, residents and visitors alike.

The City embarked on private management of the San Diego Sports Arena in 1992 and ASM Global joined the existing manager in 2008 (to form AEG Management SD LLC). From booking amazing content, to operations and marketing, we have been dedicated to, and will continue to be dedicated to, providing a second to none guest experience.

Events at Sports Arena not only serve the needs of our community but also serve the surrounding neighborhoods by bringing in guests from outside the City of San Diego, who spend additional money in the City at local businesses and generate additional tax revenue for the City. Our economic impact report finds that Sports Arena generates $15 million in direct economic impact annually. Our vision is to connect the world through inspiration, innovation and imagination in order to realize the potential of the spaces and places that bring people together, so as a group we can elevate the human spirit and move the world forward.

Globally

ASM Global is the world’s leading provider of live entertainment experiences, connecting people through the power of live experience. As a trusted partner to many of the world’s most prestigious business, entertainment, and sports venues across the world, ASM Global is proud to help create some of world’s most iconic places and experiences. At over 325 venues throughout the world, ASM Global sets the standard for delivering the best fan experiences at some of the globe’s greatest sports and entertainment events.

As a company we focus on the following pillars: Sustainability Health and Wellness

The Arts Environment Diversity, Equity and Inclusion HOME

of the San Diego Gulls (AHL), San Diego Sockers (MASL), San Diego Seals (NLL), and San Diego Strike Force (IFL)

130

150+ arenas hosting

75K+ in annual events

15K multi-purpose seats including AHL, MASL, NLL, IFL, major concerts, family shows, community and charity events

61K team members

worldwide

2.7M entertainment seats in our network events annually

160M guest hosted annually

325+ venues under management

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LOCALLY 32
GLOBALLY

LA LIVE

Los Angeles, CA

L.A. LIVE is one of the most unique entertainment centers in the world. The 4 million sq. ft. sports and entertainment district in downtown Los Angeles is one of the best examples of ASM Global’s creative and commercial property developments.

It is a $3.5 billion investment by ASM Global’s parent AEG to revive the blighted downtown in Los Angeles, drawing over 20 million annual visitors with a $12 billion overall economic impact.

L.A. LIVE is a content campus with the latest broadcast capabilities, the JW Marriott and The Ritz’ Carlton hotels, corporate headquarters for Herbalife, ESPN West Coast studios, GRAMMY Museum®, STAPLES Center, Microsoft Theater L.A. LIVE, Los Angeles Convention Center, Regal Cinemas and 20 bars and restaurants. It is the winner of ULI’s prestigious 2010 Global Award for Excellence.

37 Acres Mixed Use Development

1,001 Room hotel

224 Luxury Condominiums of The Ritz Carlton Residences

720K SF Exhibition space

225K SF Office space

120K SF Museum and event space

20 Restaurant options

14 Screen cinema

“There’s no better place to be”

– THE LOS ANGELES TIMES

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ASM Global: Case Study
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THE O2

London, UK

The O2 has been at the heart of the Greenwich Peninsula since it opened in 2007. It has hosted over 60 million visitors and has played an active role in developing the wider area. When ASM Global’s parent AEG began the revitalization of the area and the Millennium Dome in 2004, they were committed to ensuring that the revitalization impacts to local residents were social, cultural and economic.

As the world’s most popular music and entertainment venue

The O2 has witnessed how one building can spur the development of the community in which it operates. The Greenwich Peninsula is developing fast with offices, shops, a hotel and residential developments in progress.

A new vision for a vibrant mixed use quarter in east London was approved in 2004 and modified in 2015 for a massive regeneration scheme.

20K Seat The O2 arena

2K+ Seat Indigo2 music club

11 Screen cinema with 2K+ seats

25 Bars and restaurants

3.5M SF of office development

10K Residential units

Inter-Continental Hotel

180K SF of new retail space with 95 retail outlets

Extensive public transportation and highway improvements

“The world’s most important arena for music”
COMMERCIAL CONFIDENTIAL INFORMATION
ASM Global: Case Study
– POLL STAR 34

BROOKFIELD PROPERTIES

Locally

We’ve been local for decades, creating award-winning, design-oriented projects and strengthening our commitment to San Diego’s future by enriching our local ethos at home. In 2018, OliverMcMillan + Brookfield joined with aligned culture, values, process and an unprecedented depth of resources. We continue to operate locally and to invest in and develop high quality real estate and San Diego is no exception.

Globally

Brookfield Properties is a fully-integrated, global real estate company that provides industry leading portfolio management and development capabilities. We create innovative, sustainable, and authentic places where people can learn, work, shop, and live. We invest in, and develop, best-in-class properties and are proud to create the world’s most iconic places, with an inch-by-inch attention to detail.

Our distinctive placemaking approach integrates best -in-class workspaces, residential communities, attractive public spaces, destination shopping, dining and lifestyle amenities. Our projects redefine skylines and streetscapes.

COMMERCIAL CONFIDENTIAL INFORMATION
Officed in downtown since 1978, completed over 20 projects in Downtown, Hillcrest, Mission Valley and La Jolla and recognized with over 40 design awards. 40+ year development track record across all asset classes in San Diego. Local office headquarters in Downtown, San Diego. 500M+ SQ FT OWNED COMMERCIAL SPACE 325M + SQ FT MANAGED COMMERCIAL 55M + SQ FT DEVELOPMENT PIPELINE $23B SQ FT DEVELOPMENT PIPELINE TOTAL NORTH AMERICAN DEVELOPMENT
GLOBALLY LOCALLY 35

FIFTH + BROADWAY

Nashville, TN

In the center of downtown Nashville, Fifth + Broadway transformed the former site of the Nashville Convention Center into a vibrant, mixed-use mecca. The project includes a 35-story residential tower, Class-A office tower, Nashville’s first food hall, a rooftop concert venue, walkable shops and restaurants, along with cultural icons.

Neighbor to the historic Ryman Auditorium, Bridgestone Arena (the world’s number six venue for ticket sales) and two blocks from the iconic Country Music Hall of Fame®, Fifth + Broadway is rooted in the thriving artistic culture of Nashville, with a fresh interpretation all its own.

6.2 Acre Site

2.2M SF Total Site

384 SF Office

200 SF Retail + Dining

386 Residential Units

161K SF Rooftop Activation

56K SF National Museum of African American Music

“Brookfield’s team has been devoted to building good relationships with all of their neighbors and creating a development that will enhance everyone around them. That’s what great neighbors do.”
– SEAN HENRY, CEO of Nashville Predators
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Brookfield Properties: Case Study
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PIER 70

San Francisco, CA

Pier 70 is a 69-acre property owned by the Port of San Francisco and located in the City’s Central Waterfront at the foot of Potrero Hill and the Dogpatch neighborhood. Pier 70 will establish a real estate and operational platform for innovation and cross pollination across technology, arts, making and design to create a best-in-class mixed use district.

Listed as the Union Iron Works Historic District on the National Register, Pier 70 is considered one of the most intact industrial complexes west of the Mississippi. Today, construction is well underway on the $3.5 billion waterfront neighborhood with housing, offices, parks and space for artists and local manufacturing, and rehabilitated historic buildings.

28 Acre Site, ~3.4M

GSF 1M+ SF Office

265K SF Retail, Arts + Maker

1K+ Residential Units

9 Acres Waterfront Park + Open Space

“They have a gold standard in community engagement. The speed at which they moved from Entitlement to being in the ground is extraordinary.”
– ELAINE FORBES, Executive Director Port of San Francisco
COMMERCIAL CONFIDENTIAL INFORMATION
Brookfield Properties: Case Study
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CANARY WHARF

London, United Kingdom

Canary Wharf is an internationally renowned business and leisure district in London. Over the past 30 years, Canary Wharf Group, a Brookfield affiliate, has transformed acres of underutilized docklands into a 16-million square foot hub of vibrant office, retail, event and open space with a workforce of roughly 120,000 people.

The district features 29 office buildings that are home to leading companies across a diverse range of industries, six shopping malls with total retail space of approximately one million square feet, a top-tier events venue and nearly 20 acres of landscaped open space.

Canary Wharf Group continues to increase the size and diversity of the estate with 10 million square feet in the development pipeline.

97 Acre Site 16M SF Mixed Use Development

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Brookfield Properties: Case Study 38

NATIONAL CORE

With local offices in San Diego for the last 23 years, National CORE has been a leader in constructing sustainable developments that leverage community resources to combine quality housing with life-enhancing social services.

Starting with just 248 affordable homes, the company’s portfolio has grown over the past two decades to include more than 9,000 homes in three states, 7,500 units of which are located in Southern California. National CORE currently serves approximately 30,000 residents and is the developer, owner, operator, and services provider for all its properties, thus ensuring long-term affordability as well as the maintenance of high-quality affordable communities.

National CORE’s philosophy is to not only develop and maintain high-quality affordable housing, but to go well beyond the sticks and mortar of a project and create vibrant communities that are safe and nurturing environments for our residents. To achieve this, our sister nonprofit organization, Hope through Housing Foundation (HTHF), functions as an affiliate to National CORE providing on-site social services available to residents living in all our developments. HTHF has consistently demonstrated its capacity to launch and develop high quality programs focused on developmental, educational, social, health, and workforce opportunities for children, youth, and families served living in and around our communities.

Have completed first-class apartment home COMMUNITIES

in Escondido, Vista, San Marcos, Oceanside, San Diego, National City, Santee and the unincorporated area

Local office headquarters

in San Diego with 50+ employees since 1998

Financed and developed

over 9,000 apartment homes

1,000+ homes in the San Diego County pipeline

Focused on high-density, transportation oriented development and transformation of emerging communities

Commitment to long-term relationships and stakeholders within the local neighborhoods

COMMERCIAL CONFIDENTIAL INFORMATION
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ENCANTO VILLAGE

Encanto, San Diego

Encanto Village offers 66 beautiful apartment homes (one for the property manager) and 65 to individuals earning between 30 and 60 percent of the area median income, with eight apartment homes set aside for homeless veterans and their families. This stunning mixed use, transit-oriented development brings high quality affordable housing and retail to the Encanto Neighborhood of the City of San Diego. National CORE committed early-on to create a sustainable and resource-efficient Encanto Village which received LEED Certification. The community features Energy Star appliances and light fixtures as well as high efficiency heating and air-conditioning systems. Water conservation features are incorporated to create a California native and naturalized plant landscape. As a transit-oriented community, Encanto Village is located across the street from the Encanto Trolley Station.

66 Residential Homes with 65 set-aside as 100% Affordable 30%, 40%, 50% and 60% AMI Circulate San Diego Momentum Awards

COMMERCIAL CONFIDENTIAL INFORMATION National CORE: Case Study
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Healthy Community Award

MISSION COVE

Oceanside

Mission Cove is a first-class intergenerational apartment community in the City of Oceanside. Mission Cove provides 288 high quality apartment homes (three homes for on-site property management) for families, seniors w and formerly homeless veterans and transition-aged foster youth. The community includes a 5,000 square foot Kay Parker Family Resource Center that hosts a variety of activities and services for the neighborhood, including a state licensed preschool. Mission Cove also offers 10,500 square feet of commercial retail space. Residential buildings are connected by a well-lit network of walkways, plazas, courtyards, trails, jogging path and open spaces along with a large-scale community garden. Located along a high-frequency bus line, Mission Cove offers direct access to many community amenities and is within walking distance of a local park.

288 Residential Units

100% Affordable 30%, 45%, 50% and 60% AMI

COMMERCIAL CONFIDENTIAL INFORMATION National CORE: Case Study
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PALM CITY VILLAGE

Otay Mesa Nestor, San Diego

Palm City Village is a model for high density, mixed use, transit-oriented development located in Otay Mesa Nestor Community which will provide 288 affordable homes along with 102 middle income homes, a first-class pre-school/ child care facility, robust amenities, jogging track and over 3,000 SF of neighborhood serving retail. Palm City Village is located on the MTS owned Palm Avenue Trolley site in the City of San Diego. National CORE entered into a long-term ground lease with MTS. Residents can live a connected life without the need for a vehicle. With immediate access to the trolley and bus lines, as well as mobility hub features to provide first mile/last mile solutions, residents will be able to readily connect to job centers in San Diego and the South Bay.

4 Acre site

390 affordable residential homes

Combination of 4 and 7 story buildings with surface parking 100% Affordable (30% to 60% AMI) and middle income affordable: 81% to 110% AMI.

Circulate San Diego Momentum Awards

Healthy Community Award

COMMERCIAL CONFIDENTIAL INFORMATION National CORE: Case Study
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AFFIRMED HOUSING

Headquartered in San Diego, Affirmed Housing is dedicated to improving and sustaining the viability of California through the development of affordable housing. The company aims at enhancing communities and our environment by building dynamic, professionally-managed, high-quality green multifamily housing. Areas of expertise include site selection, engineering, architecture, construction, relocation, and marketing. Affirmed also has extensive knowledge in public finance, low-income housing tax credit acquisition, and tax-exempt bond financing. The company has financed over $2 billion in affordable development with more than 5,000 units developed or under development in 62 communities.

Affirmed has developed 26 affordable housing properties in the City & County of San Diego, offering approximately 3,000 affordable homes to the formerly homeless, singles, families and seniors.

28+ year development experience in affordable housing

COMMITMENT to create and maintain exceptional environments for our residents

64 communities developed or under development in San Diego County

26 communities developed or under development across California

Over 10,000 veterans, seniors, families, and formerly homeless Californians housed Local office headquarters in San Diego.

Have secured over $2 Billion in total financing

COMMERCIAL CONFIDENTIAL INFORMATION
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STELLA & BLUEWATER

Grantville, San Diego

Located in the Grantville neighborhood of San Diego, Stella and Bluewater offer a combined 160 affordable apartment homes for families, singles, and formerly homeless individuals. Located on the same parcel, the adjoined communities have been designed to seamlessly blend with one another and the community at large. Bluewater features 80 apartments in an urban village setting for lowincome households. The property includes energy efficient appliances, on-site management, and bright, airy common areas. Stella offers 80 apartment homes for those who have experienced homelessness, as well as expansive on-site services for residents. Stella and Bluewater provide much needed high-quality, affordable living in a choice San Diego community with a host of urban amenities and access to high-frequency transportation.

160 Residential Units

1 five-story and 1 six-story building

188K SF total building

Won National 2021 NAHB Pillars Award for Best Affordable Development Over 100 Units

Won Local 2020 SDHF Ruby Award for Project of the Year: New Construction

COMMERCIAL CONFIDENTIAL INFORMATION Affirmed Housing: Case Study
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Downtown, San Diego TEN FIFTY B

Ten Fifty B is a 229 unit, 23-story high rise located at the entry to downtown San Diego near historic Balboa Park and City College. This LEED Gold Certified building is the tallest affordable housing project in California to date, providing 4-levels of subterranean parking and ground floor retail hosting a variety of food and banking services. Ten Fifty B serves large families, ensuring quality affordable housing within walking distance to the workplace. Thoughtful consideration was given to large family needs in this urban setting. The property offers tenants an abundance of efficient, sustainable cost saving amenities. Features include outdoor recreation areas which serve as a quiet respite from the bustling city below. Occupying over 7,000 square feet of outdoor terrace area, Ten Fifty B provides two tot lots, outdoor BBQ’s and a fire pit recreation area, tree shaded turf areas as well as sunning decks. The onsite computer lab, community room and laundry rooms round out services necessary to support large family needs. Ten Fifty B is a flagship in affordable housing serving large families in urban, downtown San Diego.

229 Residential Units

260K SF total building

23-Stories Residential over 1-story retail

Has won over 10 national and local awards to date

COMMERCIAL CONFIDENTIAL INFORMATION Affirmed Housing: Case Study
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THE LINK

Downtown East Village, San Diego

The LINK is a mixed income apartment community located at the corner of 17th and G streets in the East Village area of Downtown San Diego. The LINK offers 88 apartment homes with 72 studios for formerly homeless individuals, 14 studios reserved for low-income households, and 2 staff units. Generous common areas include two outdoor terraces, a spacious community room, numerous supportive services offices, and public art. The LINK replaces a small abandoned garage, contributing to East Village’s ongoing revitalization.

88 Residential Units

53K SF total building

One 7-story building

Won the 2021 Local Orchid Award for Architecture & Interior Design

COMMERCIAL CONFIDENTIAL INFORMATION Affirmed Housing: Case Study
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BUILDING OUR TEAM

With nearly two years of diligence reimagining the Sports Arena site, we have assembled a project team that includes some of the best consultants in San Diego. With experience in projects of similar scale and site conditions, our team has helped us thoughtfully vision a district plan that addresses the spectrum of project considerations that include specific site conditions, innovative design, civic goals and priorities, and economic impact. Our skilled local project team will allow us to deliver the best project for the town we call home.

LEADERS + DIVERSITY

Employment of local and minority-owned contractors and subcontractors. We strive to provide equal access and opportunity to all contractors and suppliers and to foster nondiscriminatory business relationships. For certain projects and locations, we have designed in-house programs that promote and improve the participation of diverse businesses within our supply chain and employ a suite of tools with third-party software that provides greater transparency and transfer of information internally and with our general contractors.

OUR PROJECT MANAGEMENT + OVERSIGHT

We utilizes world-class project management systems that improve communications across team members, reduce risk, and streamlines reporting. We employ a suite of tools with third-party software that provides greater transparency and transfer of information internally and with our general contractors. Specifically this allows us to address budget management, contracting, invoicing, document management, cash flow forecasting, construction management and reporting seamlessly. Our focus of project management is managing risk without limiting the creativity of teams to problem solve complexities as they arise.

GLOBAL + LOCAL BEST-IN-CLASS

We believe that collaboration with a broad group of consultants and stakeholders outshines singularity. We work with a local and world-class team to ensure all of the destinations we create are sensitively connected to their place and context.

SELECT TEAM MEMBERS

COMMERCIAL CONFIDENTIAL INFORMATION
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OUR COMMITMENT TO COMMUNITY ENGAGEMENT

A winning process

In order to create world-class offices, residences, retail and community spaces today, we first must consider what our communities need tomorrow. It’s why we focus not only on what is required right now, but the community’s vision for five, ten, fifteen years down the line. Ultimately allowing the project to be embraced with passion and loyalty -- fitting seamlessly into the neighborhood.

Our Goal is to create places that enhance the fabric of our communities… We see tomorrow, today.

Our approach is market specific, accounting for local voices to help us curate a meaningful place. This serves as a value proposition to the cities we enter, bringing a genuine process resulting in the shared creation of special destination.

Alignment of values

A robust engagement process is critical to our visioning and planning efforts. It adds richness to the vision, and streamlines the overall process. Through a series of gatherings with a broad set of stakeholders we ensure that everyone is heard, and that their goals are incorporated.

This allows us to cultivate a vision and clearly communicate what Midway District is as well as create partnerships with organizations & businesses that may become key partners in the creation of place in the evolved site.

1 2 3

Engage + Listen

Community engagement should be honest, respectful and transparent. We are committed to operating ethically and making a positive impact in the communities where we develop.

Educate + Collaborate Influence + Incorporate

Community engagement should be accessible and balanced; listening and capturing a full range of values and perspectives. It should promote dialogue and open genuine discussion.

Community engagement should be reflected in outcomes. The community should be able to see and understand the impact of their involvement and how its integrated into to our vision.

Gatherings

• User Research/Focus Group

Interviews

• Community Meetings

• Community Advisory Groups

• Workshops

• Open Houses

• Events

• Partnerships with Local Businesses

Stakeholders

• Residents

• Businesses

• Potential Employers

• City Agencies

• Elected Officials

• Community Organizations

COMMERCIAL CONFIDENTIAL INFORMATION
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