ULISAN FRANCISCO

FY10 ANNUAL REPORT

At the Urban Land Institute, our mission is to provide leadership in the responsible use of land and in creating and sustaining thriving communities worldwide. Established in 1936, ULI is a nonprofit education and research institute with 30,000 members worldwide—2,200 here in the San Francisco Bay Area District Council. ULI San Francisco serves the Bay Area’s public and private sectors with pragmatic land use expertise and education. Our members form a spectrum of land use disciplines, including developers, builders, investors, architects, public officials, planners, brokers, attorneys, engineers, equity providers, academics and students.

ULI San Francisco offers educational events and tours, Young Leaders Group activities, UrbanPlan curriculum in public high schools and universities, policy reports and tools, and Technical Assistance Panels. To get involved with a committee, please see our website at www.ulisf.org or contact our staff.

Kate White, Executive Director Xiomara Cisneros, Manager Marisita Jarvis, UrbanPlan Director

Kelly Johnson, Associate Nikki Lowy, Director

(415) 268-4072 kelly.johnson@uli.org 1 California Street, Suite 2500 San Francisco, CA 94111 www.ulisf.org www.uli.org

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NIKKI LOWY: When did you first learn about ULI?

BRYAN THORNTON: I had attended a few product council meetings as a guest. I knew that ULI benefited senior leaders nationally but initially didn’t see the benefit of becoming involved on the local level. I joined when Gary Teague approached PCCP about sponsorship. My company asked me to make a decision about investing in the local District Council. Gary, a member of the executive committee and the UrbanPlan board, told me about the opportunities for leadership and when he started speaking about UrbanPlan, I was instantly hooked.

LOWY: Why hooked?

THORNTON: There are a number of places where you can give money and make charitable donations but the opportunity to contribute quality time is much more limited for someone in the business environment. I was excited to find an organization where I could give back to my peers in the industry as well as to young people in the community.

LOWY: Tell me about your involvement with UrbanPlan.

THORNTON: After making the decision to invest in ULI San Francisco, I attended an UrbanPlan training session with several of my peers. I was blown away by the complexities of UrbanPlan and the benefits of thinking across a broad spectrum of issues in real estate development. Too often we’re focused on our day to day operations and don’t take a step back to consider all the constituencies. After volunteering, I was asked to become involved with the committee. I am now the co-chair of UrbanPlan with Lynette Dias and work nationally and locally on growing and shaping the program.

LOWY: What compels you to stay involved?

THORNTON: As a sponsor, having the ability to support younger team members and give them tickets to programs is a real draw. ULI has allowed me to become more engaged with the local real estate community on many levels through the executive committee as well as through the mentor program and UrbanPlan. I’m excited to be working with my mentor group, helping guide real estate professionals seeking a career path as our industry recovers from the financial crisis.

LOWY: Any advice for young real estate professionals?

THORNTON: ULI is an organization that values leadership and whether you’re a young leader or senior member of ULI, the energy and enthusiasm that I see in the organization is inspiring. The Bay Area real estate community will continue to thrive and grow and there are opportunities for leadership in every facet of ULI. All you have to do is get involved.

Bryan Thornton first became “hooked” on ULI when he learned about UrbanPlan as a young partner at PCCP. Now co-chair of the District Council’s UrbanPlan committee, member of the executive committee, company sponsor and current mentor to six young leaders via ULI SF’s Mentor Program, Thornton exemplifies the ULI spirit of giving back.

MESSAGE FROM THE CHAIROne of our secrets to success this year was providing the strength of our District Council to the planning and execution of the Fall Meeting held in San Francisco in conjunction with the national staff’s superb efforts. This synergy facilitated many opportunities for our members—from senior-level executives to ambitious young leaders—to be involved in everything from programming to sponsorship. The Fall Meeting was also a great opportunity to highlight our members’ cutting-edge projects around the region, including transit-oriented development in the East Bay, the Taube Koret Campus on the Peninsula, and high-rise condos in San Francisco.

During the past year, the Governance Committee of ULI convened a task force made up of a few district chairs of which I was one, whose charge was to provide a set of governance guidelines to strengthen the management of the District Councils. One of our goals in creating these new standard was to provide the flexibility and autonomy to continue the entrepreneurial spirit that is found at ULI San Francisco, which is so well-reflected in this Annual Report.

Thank you to all the committee chairs who, despite a challenging economy, enabled ULI San Francisco to meet our goal of serving the needs of our membership in the greater Bay Area, enhancing our members’ land use expertise and providing educational content to both our members and the general public through our many programs and initiatives.

Rick Dishnica, Chair September 2010

ULI San Francisco chair Rick Dishnica Bryan Thornton, PCCP

WHY ULI? WHAT GOT ME HOOKED.

ULISF ANNUAL REPORT FY10 | 3

THANK YOU FY09 SPONSORS

Bay West Group

Bristol Group

Economic & Planning Systems

Gensler

Holland & Knight

KPMG

Northwestern Investment Management Company

SCS Engineers

Seven Hills Properties

Spear Street Capital

Studios Architecture

The Dishnica Company

The Lalanne Group

Thompson Dorfman Partners

Tishman Speyer

U.S. Bank

Westfield Corporation

Adelante Capital Management

Bard Consulting

City Center Retail

Gruen Gruen + Associates

Keyser Marston Associates

KTGY

Luce, Forward, Hamilton & Scripps

MBH Architects

MetLife Real Estate Investments

Peninsula Real Estate Capital Advisors

Sack Properties

Seifel Consulting

Steinberg Architects

The Mark Company

The Prado Group

Union Property Capital

William McDonough + Partners

MEDIA SPONSORThe San Francisco

Business Times

AECOM

AMB Property Corporation

BRE Properties

Cassidy Turley BT Commercial

Fisher Center for Real Estate & Urban Economics

Grosvenor

Legacy Partners

MacFarlane Partners

Marcus & Millichap Company Foundation

Nearon Enterprises

Sunset Development Company

Union Bank

Webcor

Allen Matkins Leck Gamble Mallory & Natsis

Avalon Bay

Bohannon Development Company

Buchalter Nemer

Capital and Counties U.S.A.

Carmel Partners

Digital Realty Trust

Ellis Partners

McNellis Partners

Morrison & Foerster

Prometheus Real Estate Group

Prudential Financial

Rafanelli & Nahas

Rockwood Capital

RREEF

San Francisco Waterfront Partners

Sares-Regis Group of Northern California

Seagate Properties

Shorenstein Properties

Stockbridge Real Estate Funds

The Swig Company

TMG Partners

ARUP

Bank of America

Barry Swenson Builders

CB Richard Ellis

Chamberlin Associates

Coblentz Patch Duffy & Bass

Cox, Castle & Nicholson

DivcoWest Real Estate Services

Eastdil Secured

Farella Braun Martel

Federal Realty Investment Trust

Forest City Residential West

Grubb & Ellis Company

Harvest Properties

Holliday Development

Jay Paul Company

Klingbeil Capital

Madison Marquette

Manatt Phelps & Phillips

Orchard Partners

Pacific Marketing Associates

PCCP

Pillsbury Winthrop Shaw Pittman

Reynolds & Brown

RRM Design Group

Seyfarth Shaw

Sheppard Mullin Richter & Hampton

SKS Investments

The Ron Kaufman Companies

The Sobrato Organization

Wilson Meany Sullivan

PLATINUM

GOLD

SILVER

BRONZE

FRIEND

We are deeply grateful to all our sponsors who have made our work possible this year.

Connie Moore of BRE Properties and Anne Hoffman of Chamberlin Associates honor past sponsorship co-chair Doug Abbey’s years of service to ULI by donning his signature bow tie at our annual Platinum, Gold + Silver Sponsors Luncheon.

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ULI SAN FRANCISCO SPONSORSHIP GROWTHSponsorship Revenue

$0

$100,000

$200,000

$300,000

$400,000

$150,000

$250,000

$350,000

$450,000

$50,000

$500,000

274,000

FY05 FY06 FY07 FY08 FY09

283,500

363,700416,350 427,900

$600,000

$550,000

$650,000

$700,000

FY10

412,900

225,000

ULI Headquarters’ Share of Local Fall Meeting Revenue Raised

ULI San Francisco sponsors debrief following the District Council’s Platinum, Gold + Silver Sponsors Luncheon: (from left) Drew Mickel of Reynolds & Brown, Tyler Higgins of Orchard Partners, Ron Nahas of Rafanelli & Nahas, Michael Foust of Digital Realty Trust and Anne Hoffman of Chamberlin Associates.

Man of the hour: Doug Abbey of AMB Property Corporation celebrates with ULI San Francisco executive director Kate White.

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This year, we were honored to host the Urban Land Institute’s Fall Meeting & Urban Land Expo, ULI’s signature real estate industry event—the place where top leaders meet to learn about the latest opportunities, share solutions and build relationships with prospective clients, business partners, and employers.

Aptly titled “Gateway to the Future,” this year’s conference revealed undercurrents of optimism. Despite the economic downturn, 6,200 real estate professionals attended the annual gathering at Moscone Center—22% of whom hailed from the greater Bay Area! Under the leadership of our Local Arrangements Committee, ULI San Francisco members had a hand in nearly every aspect of the conference from developing over 30 Bay Area-focused programs to securing scholarships for public sector members.

1. Former San Francisco Mayor Willie Brown welcomes the crowd of 6,000 and encourages visitors to explore the City. 2. ULI members crowd the Expo Hall during the kick-off reception at the 2009 Fall Meeting in San Francisco.3. How does a real estate icon make it through the downturn? ULI veterans (from left) Jim Klingbeil of Klingbeil Capital Management, Gerald Hines of Hines, Jeremy Newsum of Grosvenor,

Joe Brown of AECOM and Robert McLeod of Newland Communities discuss how they are rethinking their business models.4. ULI San Francisco executive committee member and mobile workshops chair Amy Neches, of the San Francisco Redevelopment Agency, and ULI senior vice president Mary Beth Corrigan

connect following a general session panel.5. Joe Brown, chief executive of Planning, Design + Development at AECOM and Local Arrangements Committee chair.

ULI FALL MEETING

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GATEWAY TO THE FUTURELocal Arrangements Committee Chair: Joe Brown

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1. Fred Blackwell, executive director of the San Francisco Redevelopment Agency (left) walks with ULI member Chris Pemberton of Solomon Cordwell Buenz at a ULI tour of the Schlage Lock Redevelopment Site in San Francisco’s Visitacion Valley neighborhood.

2. ULI Members gather outside the Presidio Landmark where Forest City transformed a hospital into 154 high-end rental apartments. 3. Will Gen Y ever grow up? Panelists (from left) Meg Spriggs of Avalon Bay, Alan Mark of The Mark Company, Tim Cornwell of The Concord Group, and Nina Gruen of Gruen Gruen + Associates

assess Gen Y’s influence on the housing market.4. Walter Schmidt of Trinity Properties (right) leads ULI members on a tour of Trinity Place, the mid-market development that will introduce 1,900 rental units to San Francisco.

ULI members include: JC Wallace of SKS Investments, Jeff Smith of Sack Properties, Miles Garber of Polaris Group and Eric Schrumpf of Pacific Property Company.

PROGRAMSCo-Chairs: Kim Diamond & Jeff Smith

ULI San Francisco’s programs are where members gain expertise on market trends in land use, seek career advice and network with their peers. This year we hosted 80 events across the Bay Area with a total attendance of 3,700 people. We continued to serve our East and South Bay members with events featuring both public and private sector leaders. We supported our job seekers with a series of career-focused initiatives and provided 80 young professionals with personalized mentoring through our inaugural Mentorship Program. We observed ULI’s mission by exploring themes of infrastructure, transit-oriented development and sustainability. We sought out glimmers of hope amid uncertainty in the capital markets.

Kim Diamond, ev8 Consulting and Jeff Smith, Sack Properties, Programs Co-Chairs

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WE THANK ALL OUR PROGRAM VOLUNTEERS FOR THEIR HARD WORK AND LOOK FORWARD TO SERVING THE DISTRICT COUNCIL.

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Throughout these tough economic times ULI San Francisco has continued to help members “stay in the game” through a series of programs to help members navigate these challenges and find ways to capitalize on them. This year, ULI San Francisco launched “Staying in the Game”, a monthly networking series facilitated by local real estate veterans

and “Weathering the Storm”, a brownbag series co-hosted by Terra Search Partners focusing on sector specific strategies and opportunities.

The District Council also launched ULI San Francisco’s first Mentor Program providing personalized career advice to nearly 200 young leaders and job seekers while

connecting mentors to the next generation of real estate leaders. For a full list of participating mentors, see YLG.

ULI is a tremendous resource for our members during these challenging times. We hope that these programs will foster new relationships and allow seeds of opportunity to grow.

STAYING IN THE GAME: CAREER INITIATIVES Co-Chairs: Susan Sagy & Carl Shannon

SOUTH BAYCo-chairs: Bart Hutchins & Michael Polentz

Young Leaders (from left) Kimberly May of UBS and Gary Liu of Terranado Realty Partners receive career advice from Stephen Van Dusen of Eastdil Secured.

Josh Myerberg of Morgan Stanley (left) takes notes as Tyler Higgins of Orchard Partners describes how he started his company at 2009’s kick-off entrepreneurship panel.

Whether enjoying an exclusive, behind-the-scenes tour of Google’s sustainable campus, welcoming new ULI members with a panel of legacy industry leaders at the South Bay’s inaugural My ULI Nite, or exploring public-private development opportunities with the VTA, BART, and SamTrans, ULI San Francisco’s South Bay contingent has continued to surpass expectations with successful programming throughout the South Bay and Peninsula.

We have used a collaborative model of marrying the Young Leaders Group’s energy and motivation with more senior members’ experience and contacts to enhance ULI’s position as a long-term player in the South Bay community.

Susan Sagy, W3 Partners and Carl Shannon, Tishman Speyer, Career Initiatives Co-Chairs

Bart Hutchins, US Bank and Michael Polentz, Manatt Phelps & Phillips, South Bay Co-Chairs

Justin Fried of ABAG, Henry Servin of the City of San Jose and Ben Tripousis of the City of San Jose gather on the roof of the Axis residential tower following the 2009 TOD Marketplace in downtown San Jose.

ULI members learn about the Google campus aims to minimize its environmental footprint while standing beside the company’s 9,200-module rooftop solar installation.

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EAST BAYChair: Sanjiv Bhandari

Outside StopWaste.Org’s LEED-Platinum headquarters.

From Oakland to Pleasanton and Richmond to Union City, ULI San Francisco’s East Bay committee continued to provide educational and networking opportunities to members across the region. This year, we looked to the future, sticking close to ULI’s mission as we explored opportunities for sustainable growth and infill development. We listened to leading public officials from Dublin, Livermore, Pleasanton, and Alameda County discuss future prospects for Tri-Valley projects. We toured models of sustainability, including the David Brower Center and StopWaste.org plant. We heard the behind-the-scenes story of how transit-oriented projects in Oakland, Union City and Walnut Creek came to fruition. We also strengthened our partnerships with allied organizations while examining solutions to regional economic challenges.

Missed a Program?You can view and download presentations from these or any of our past programs on our website.

View more event photos on .

Mark Evanoff, Redevelopment Agency Manager for Union City (front middle) leads ULI members through the Union City BART Station during a tour and discussion of the proposed Intermodal Station District that will be developed in the former industrial acreage adjacent to the station.

Gregory Hunter, Deputy Director for the City of Oakland (left) and John Protopappas of Madison Park Financial discuss the transformation of the Uptown district at a YLG Kickin’ the Bricks event.

Sanjiv Bhandari, BKBC Architects and East Bay Chair

ULISF ANNUAL REPORT FY10 | 9

POLICY & PRACTICECo-Chairs: Andy Barnes & Jay Paxton

TOD MARKETPLACE—SAN JOSECo-Chairs: Dena Belzer & Jonathan McCall Project Manger: Rick Gosalvez

Policy & Practice is our District Council’s incubator for initiatives that bring together the public and private sectors to advance ULI’s mission of responsible land use. This year, we were pleased to partner with the ULI Terwilliger’s Center for Workforce Housing on the Bay Area Burden and with Smart Growth America on our SB375 report as well as to expand our partnerships with Bay Area regional agencies on several fronts, including our fourth annual TOD MarketPlace. As the Bay Area moves forward on our now legally-required “Sustainable Communities Strategy”, ULI’s market-based and pragmatic input will be all the more critical.

Andy Barnes, Barnes and Company and Jay Paxton, Buchalter Nemer, Policy & Practice Co-Chairs

A packed room at ULI’s 2009 TOD MarketPlace.

Brian Tyler of San Jose State University (left) and Iman Novin of BRIDGE Housing connect between sessions.

Keynote speaker Chris Leinberger of the of the Brookings Institution discusses the implications of recent federal and state land use policy and stressed the demographic shifts supporting compact development around transit.

Funded in part by the San Francisco Foundation and the Silicon Valley Community Foundation, ULI San Francisco hosted their fourth annual Transit-Oriented-Development (TOD) MarketPlace in September 2009 in San Jose. More than 350 public and private sector ULI members and guests attended a packed day including a keynote from Christopher Leinberger of Brookings, TOD best practices, five Technical Assistance Panel reports and a tour of new downtown San Jose high-rises along the City’s light-rail corridor. The final report may be viewed at: www.todmarketplace.org.

TOD MARKETPLACE CO-SPONSORS:Association of Bay Area GovernmentsGreenbelt AllianceMetropolitan Transportation CommissionNon-Profit Housing Association of Northern CaliforniaReconnecting AmericaTransForm

PARTICIPATING CITIES INCLUDED:

TECHNICAL ASSISTANCE PANELISTS: Simon Alejandrino, BAERobert Burke, Shea PropertiesDan Diebel, Urban Housing GroupNadine Fogarty, Strategic EconomicsMichael Fotheringham, MD FotheringhamDavid Hobstetter, KMD ArchitectsDrew Hudacek, Sares-Regis Group of Northern

CaliforniaJon Knorpp, Wilson Meany SullivanCharles Long, Charles Long PropertiesLauri Moffett-Fehlberg, Dahlin Group Architecture

PlanningLisa Motoyama, Resources for Community

DevelopmentMary Murtagh, EAH HousingJim Musbach, Economic & Planning Systems, Inc.Jeremy Nelson, Nelson/NygaardAlexander Quinn, AECOM Design + PlanningJenny Paisley, Petaluma Ecumenical PropertiesKalvin Platt, The SWA GroupDenise Pinkston, TMG PartnersDaniel Sawislak, Resources for Community

DevelopmentAnn Silverberg, BRIDGE HousingDarin Smith, Economic & Planning SystemsKamala Subbarayan, Perkins + Will Alan Talansky, EBL&S Development

REPORT AUTHORS:Paul Hierling, San Jose State UniversityIman Novin, BRIDGE HousnigNick Raby, Berliner CohenCorinne Stewart, AECOM Design + PlanningJessie Woodyard, Barry Swenson Builder

AntiochContra CostaCloverdale

Menlo ParkMilpitasOakland

Union City San Jose

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SB375 ECONOMIC BENEFITS REPORT

HIGH-SPEED RAIL TOD MARKETPLACE

ULI sustainability committee members Cheryl O’Connor of the Home Builders Association of Northern California and Stephanie Reyes of Greenbelt Alliance debate the challenges to implementing sustainable development policies at the local level.

Along with ULI’s other four California District Councils, ULI San Francisco assisted in producing a report on the potential economic benefits of Senate Bill 375, California’s smart growth bill. The report, authored by AECOM, was the result of an extensive literature survey and two days of deliberations by a 16-person ULI member expert panel, including Bay Area leaders:• Co-Chair: Dan Kingsley, SKS Investments• Joe Brown, AECOM Design + Planning • Bob Burke, Shea Properties• Rick Holliday, Holliday Development• Curt Johansen, Triad Communities• Meea Kang, Domas Development• Patrick Kennedy, Panoramic Interests

ULI San Francisco’s sustainability committee is committed to enhancing an understanding of sustainable development concepts and tools among public officials and the development community. The committee hosted a series of programs throughout the year, exploring the challenges to implementing sustainable-growth policies and studying the relationship between green building and urban planning as well as the benefits of retro-commissioning.

In November 2009, ULI’s five California District Councils received a prestigious Community Action Grant to organize an inaugural High-Speed Rail TOD initiative, modeled after ULI San Francisco’s TOD MarketPlace. A series of Technical Assistance Panels focused on new land use across California’s future high-speed rail corridors will culminate in a day-long conference on September 23, 2010 in Anaheim. For more info: www.hsrtodmarketplace.org.

Co-Chairs: Jim Andrew & Charlie Long

REGIONAL PARTNERSHIPSULI San Francisco advised Bay Area regional agencies this year, including:

Transportation for Livable Communities (TLC) Grants Advisors

Sustainable Communities Strategy Regional Advisory Group

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BAY AREA BURDENWith over 30 pieces of press coverage, ULI San Francisco collaborated with the ULI Terwilliger Center for Workforce housing to release two housing reports this year: Bay Area Burden and Priced Out, examining the impacts and hidden costs of housing and transportation on residents, their neighborhoods and the environment. www.bayareaburden.org

Terrence Grindall, Community Development Director for the City of Newark (right), presents Newark’s TOD opportunity site plan to ULI TAP panelists.

Based on the success of ULI’s advisory and assistance panels, including 25 TOD Technical Assistance Panels (TAPs) in the Bay Area, ULI San Francisco expanded our TAP services and is accepting applications from city governments, public agencies and nonprofit organizations. For a small fee, Technical Assistance Panels provide expert, multidisciplinary advice to jurisdictions facing complex land use and real estate challenges. www.ulisf.org/taps.

Bob Burke, Shea Properties and Amy Neches, San Francisco Redevelopment Agency, TAPs Co-Chairs

TECHNICAL ASSISTANCE PANELS PROGRAMCo-Chairs: Bob Burke & Amy Neches

Chair: Stephen Koch

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The Bay Area Burden report offers the opportunity to better understand the true cost of limited workforce housing.

San Francisco proudly understands and continues to work towards building sustainable communities where its workers have a reduced commute with housing options that fit their needs.

–Mayor Gavin Newsom

URBANPLANCo-Chairs: Lynette Dias & Bryan Thornton

UrbanPlan does what ULI does best: dispassionately help external audiences discover how market and non-market forces in their community affect what can be approved, financed, built and tenanted. This insight is essential for any discussion about land use policy whether it is growth issues, transit-oriented development, workforce and affordable housing, or sustainability. Our UrbanPlan audiences are future land use professionals—now in graduate school—and our future voters, neighbors, community leaders and public officials—now seniors in high school. We are grateful for the leadership and sustained commitment from members of ULI San Francisco to this extraordinary program.

Lynette Dias, Urban Planning Partners and Bryan Thornton, PCCP, UrbanPlan Co-Chairs

Lowell high school students present their final site plan to a ULI-member “City Council”.

ULI UrbanPlan volunteers and “City Council” members (from left) Linda Jackson of the City of San Rafael, Bob Pendoley of the Town of Corte Madera and Bryan Heafey of PCCP evaluate UrbanPlan students’ final presentations.

Lowell high school students await feedback on their site plans from a ULI-member facilitator during class.

MISSION: To create a more civil and sophisticated dialogue about land use at the local level through the education of our future voters, neighbors, public officials and land use professionals.

CURRICULUM: Student development teams respond to an RFP to redevelop a 5 ½ block site from a mythical city. Through the process, they discover the dynamic, often frustrating, fundamental challenges of development: how the forces of our market economy clash and collaborate with the forces of our representative democracy to create the built environment.

ULISF ANNUAL REPORT FY10 | 13

URBANPLAN ACADEMIC YEAR 2009–2010 AT A GLANCE

BEYOND THE NUMBERS—IMPACT

San Francisco’s program is the oldest and largest in the country: the greatest geographic distribution, number of schools, teachers, students, and ULI volunteers.• 6 counties: Alameda, Contra Costa, Marin, San Francisco, San Mateo, and Santa Clara

• 700 students at 2 universities and 7 high schools

• Universities: Saint Mary’s College, Moraga; San Jose State University, San Jose

• HighSchools: Alameda HS, Alameda; Berkeley HS, Berkeley; Las Lomas HS, Walnut Creek; Lowell HS, San Francisco; Piedmont HS, Piedmont; Redwood HS, Larkspur; San Mateo Middle College HS, San Mateo

• New in academic year 2010 – 2011: Fresno State University MBA. Returning: Palo Alto HS and Gunn HS in Palo Alto

• 192 of our 345 trained ULI volunteers participated in 2009-2010

On Future Practitioners, Future Voters, and Public-Private PartnershipsMark Rhoades, Citycentric Investments Rick Gosalvez, San Jose State University

Berkeley High student Adam Capese

“ The UrbanPlan “roles” forced us to walk in the shoes of the other players in the development process. It was extremely uncomfortable having our “ideology” run into reality. We gained critical insights into the complex, interrelated, economic, and political aspects of public-private development.”

– Rick Gosalvez, Master of City & Regional Planning candidate,

San Jose State University, San Jose, CA

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“ Every city planning student should take UrbanPlan. Actually, every graduate level land use student should. Understanding markets and risk make planners better communicators with developer partners. Understanding social and political influences help developers manage risk more effectively. UrbanPlan could transform the public-private dialogue.”

– Mark Rhoades, AICP, Partner, Citycentric Investments, Oakland, CA, past

Planning Manager, City of Berkeley

“ It was powerful when we could see immediately how increasing the density of our plan not only created profit for us, jobs for lots of people, customers for our retailers, and tax revenues for the city … it gave us and the city the fiscal leeway to provide more parks and more affordable housing.”

– Adam Capese, student, Berkeley High School,

Berkeley, CA

THANK YOU FY10 MENTORS!

YOUNG LEADERS GROUPCo-Chairs: Nevena Vidic & Bryant Sparkman

This year has been an especially tough year for young professionals in our industry. We have endeavored to position ULI as lifeline in the form of content-rich programming, mentoring and career development. In FY10, we hosted our eighth Learn from the Best and launched the District Council’s first year-round Mentor Program. We provided YLG members with intimate access to senior

ULI leaders including BRE Properties CEO Connie Moore and Holliday Development president Rick Holliday through our Fireside Chat series. We sought to enhance our collective knowledge of the real estate industry through our Peer-to-Peer workshops, where young leaders teach each other about everything from the basics of proforma modeling to internet marketing. We toured prominent Bay Area projects including Oakland Uptown and the new Bay Bridge and heard from the leaders who made these developments possible. We gave back to the community, rehabilitating a local children’s center through Rebuilding Together San Francisco. Finally, we were especially pleased to host the ULI Fall Meeting’s first ever YLG Leadership Summit, enabling over 60 young leaders from 19 District Councils to share best practices and learn from each other.

We are immensely grateful to all the volunteers who contributed to our success, particularly to our 35-member Steering Committee. We look forward to supporting our young leader members as we emerge from the downturn.

Building on the success of the YLG’s Learn from the Best program, this year ULI San Francisco launched its inaugural Mentor Program with the objective of providing young leaders with access to mentoring opportunities on a year-round basis. Since 2009, ULI San Francisco has matched nearly 200 young leader mentees with 39 high-level mentors, providing ULI’s young professionals with personalized career guidance, while offering mentors an opportunity to strengthen ties with the young future leaders of the local real estate community.

Bryant Sparkman, Century Urban and Nevena Vidic, Legacy Partners, Young Leaders Group Co-Chairs

2009 Learn From the Best Mentors

ULI San Francisco’s Young Leaders Group (YLG) aims to create opportunities for young professionals to develop skills and build relationships that will help advance their careers and foster an understanding of thoughtful development practices.

ULI SAN FRANCISCO THANKS ALL OUR FY10 MENTORS!David Baker, David Baker AssociatesLuis Belmonte, Seven Hills PropertiesAlan Billingsley, RREEFMargo Bradish, Cox Castle NicholsonHenry Bullock, Menlo EquitiesJeff Byrd, Legacy PartnersTodd Christman, Union Property CapitalSean Cooley, Cooley Development PartnersMary Corley, Fisher Center for Real Estate and

Urban EconomicsDavid Cropper, TMG PartnersKim Diamond, ev8 ConsultingRick Dishnica, The Dishnica CompanyChad Eisenbud, Madison MarquetteJim Ellis, Ellis PartnersDiane Filippi, SPUR Urban CenterBob Gilley, CBRECathy Greenwold, TMG PartnersTom Hart, Shorenstein PropertiesJim Heid, UrbanGreenDenis Henmi, Kwan Henmi ArchitectureMike Jameson, Prudential Mortgage Capital

CompanyScott Lee, SB ArchitectsCharlie Long, Charles A. Long AssociatesDan McCadden, Alliance ResidentialJohn McNellis, McNellis PartnersChris Meany, Wilson Meany SullivanConnie Moore, BRE PropertiesMary Murtagh, EAHDiane Oshima, Port of San FranciscoJack Robertson, Lennar UrbanSusan Sagy, W3 PartnersJonathan Scharfman, Universal ParagonTomas Schoenberg, The Swig CompanyCarl Shannon, Tishman Speyer Jesse Smith, San Francisco City Attorney’s

OfficeBryan Thornton, PCCPTim Tosta, Luce, Forward, Hamilton & ScrippsStephen Van Dusen, Eastdil SecuredGeorge Von Liphart, Peninsula Real Estate

AdvisorsBrad Wiblin, BRIDGE HousingMonica Wilson, EM Johnson InterestTrevor Wilson, Broadreach Capital Partners Bill Whitlow, Terra Search PartnersJohn Williams, Carmel Partners

ULISF ANNUAL REPORT FY10 | 15

If you want to stay involved and connected, there isn’t a better organization in our business than ULI. – John Williams,

Carmel Partners

Stay connected with the YLG on and .

1. Young Leaders pause on the corner of Mission Rock and Fourth Streets during a Kickin’ the Bricks tour of Mission Bay. From left: Bryant Sparkman of Century Urban, Miles Garber of Polaris Group, Lidia Zaragoza of Legacy Partners, Stephanie Wang of Polaris Group, Steven Huang of Universal Paragon, Kim Havens of Wilson Meany Sullivan and tour leader Ali Warner of Urban Housing Group.

2. YLG member Jessie Woodyard of Barry Swenson Builder (right) shares best practices with a fellow young leader at the Fall Meeting’s locally-hosted YLG Leadership Summit.

3. Panelist Chris Caton of Morgan Stanley (left) listens as Desi Co of Presidio Partners offers his perspective on what it will take to recapitalize the real estate industry during a YLG panel in June.

4. Nearly fifty young leaders gather on the stairs of the Edgewood Center for Children & Youth in San Francisco, site of the YLG’s 2010 Rebuilding Together project.

5. Heather Rowe of the San Francisco-Oakland Bay Bridge Public Information Office leads young leaders on a boat tour of the new Bay Bridge construction during the 2009 Deal Crawl.

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“ ULI gives young professionals invaluable exposure to the real estate industry.”

– Jessie Woodyard, Barry Swenson Builder

MEMBERSHIPCo-Chairs: Leslie Browne & Kelly Glass

The Membership Committee worked hard this year to maintain the quality and quantity of our membership. We made personal calls to lapsing members, welcomed new recruits and organized a student shadow day, connecting UC Berkeley Real Estate Club members with YLG professionals. In addition to these membership efforts and in recognition of our increasing presence outside the City by the Bay, the East Bay and South Bay Programs Committee adopted the My ULI Nite program and organized their own membership recruitment and orientation night. Both evenings opened with a panel of distinguished ULI leaders, provided participants with the opportunity to meet the District Council leadership, and ended with ample time for networking.

We look forward to another year of collaborating with the sub-regional committees and serving the needs of our members all over the Bay Area.

Leslie Browne, Buchalter Nemer and Kelly Glass, Cushman & Wakefield, Membership Co-Chairs

0

10

20

30 East Bay

South Bay

15

25

5

FY08 FY09

15%

23%

17%

25%

FY10

19%

27%

PERCENTAGE OF MEMBERSHIP

ULI member Scott Zengel of the Bay Area Council with developers and tour leaders Abigail Friedland and Jim Ostrom stand outside Forest City’s Presidio Landmark.

With East Bay and South Bay now 27% and 19% of our membership, respectively, ULI San Francisco has ramped up our geographic expansion efforts: • Hosting at least one event a month in each region

• Leveraging a ULI staff member dedicated to the East and South Bay

• Expanding the regional sub-committees

• Appointing an East Bay and South Bay liaison on the membership committee

• Launching the first East Bay and South Bay “My ULI Nites”

Total Members as of June 30, 2010

Full: 91Associate Members: 1,123Young Leaders: 495Students: 192TOTAL: 2,201

Yann Taylor of Field Paoli (far right) and fellow ULI members enjoy at a tour of 555 Bartlett in San Francisco.

Thank you to all our membership committee members for their dedication to retaining and recruiting members!

NAME COMPANY SUBCOMMITTEE TITLE

Leslie Browne Buchalter Nemer Co-Chair

Robert DeWaters Verde Partners Retention Chair

Kelly Glass Cushman Wakefield Co-Chair & YLG Graduation Chair

Will Heidel Capital & Counties District Council Liaison

Dallas Montoya KTGY East Bay Liaison

Chris Nelson Mactec Engineering & Consulting Cross-Organizational Liaison

Donna Marie Ponferrada McMorgan & Co. Student & YLG Outreach Chair

Jessie Woodyard Barry Swenson Builders South Bay Liaison

Becky Zegar Studios Architecture New Membership ChairULISF ANNUAL REPORT FY10 | 17

COMMUNICATIONSCo-Chairs: Ron Heckmann & Lorin Horosz

FINANCES

We believe that how we communicate our work is equally important to what we do. The goals of ULI San Francisco’s communications committee are to create awareness of the District Council, to enhance membership retention and brand-identity and to communicate member benefits.This year, we sought to expand ULI San Francisco’s reach both internally and externally. We developed an exclusive partnership with the San Francisco Business Times and were featured prominently in a variety of media sources, including GlobeSt.Com, the San Francisco Chronicle and The Registry. We encouraged members to connect with each other and share photos, event updates, and industry news on our LinkedIn, Facebook and Flickr sites. We continued to celebrate our members through The Trendsetter, ULI San Francisco’s quarterly e-newsletter. Finally, we developed a strategic plan that will aim to position ULI as the go-to organization for pragmatic land use information. We look forward to putting our best face forward.

Despite a challenging economy, most of ULI San Francisco’s generous sponsors stepped up to provide support for both the Fall Meeting and the District Council this year, representing 64% of our local revenue. This commitment allowed us to slash local program registration fees significantly, providing more accessibility for unemployed, under-employed and younger members. It also allowed us to focus on ULI San Francisco’s core competencies: high-quality programs (representing 25% of expenses), cutting-edge policy & practice (19%), and UrbanPlan (17%). With aggressive cost control measures, ULI San Francisco was able to keep expenses to under $600,000. The positive net balance went into our reserves, which now totals $337,575.

Ron Heckmann, Heckmann Communications & Lorin Horosz, Grosvenor, Communications Co-Chairs

STAY CONNECTED. JOIN THE CONVERSATION.

FY10 Revenue —Total: $665,485 FY10 Expenses —Total $590,929

UrbanPlan

0%

Sponsorship

64%

YLG

2%Policy &Practice

7%

Programs

6%

Membership

21%

Sponsorship

5%Programs

25%

Membership

4%YLG

5%Communications

6%

Administrative

19%

Policy & Practice

19%

UrbanPlan

17%

FY10 Expenses

FY10 RevenueSponsorship $419,550

Membership $141,386

Policy & Practice $47,708

Programs $42,126

YLG $13,475

UrbanPlan $1,240

Programs $147,234

Policy & Practice $116,015

Administrative $114,379

UrbanPlan $103,762

Communications $37,720

YLG $27,917

Sponsorship $27,316

Membership $24,566

18 | ULISF ANNUAL REPORT FY10

In honor of Debra Heller Stein’s legacy, ULI San Francisco has established the Debra Stein “YIMBY” (Yes In My Back Yard) Graduate Student Fellowship to support promising young women in their pursuit of responsible land use and urban development. Our hope is to provide students with unmatched access to both professional networks and to knowledge of best practices in urban development—while seeding the next generation of female leadership in our field. The Fellowship represents Debra’s ideals of education, mentoring, responsible urban development and women’s advancement. Kelly Johnson sat down to chat with ULI San Francisco’s first Debra Stein fellow Alison Nemirow, Master of City Planning candidate at the University of California at Berkeley.

JOHNSON: Why did you apply for the Deb Stein Fellowship?

NEMIROW: One of the ULI Chamberlin fellows from last year, Cathleen Sullivan, just graduated from my program at Berkeley, had a great experience with her fellowship and encouraged me to apply.

JOHNSON: What is the focus of your studies?

NEMIROW: Housing and economic development. I’m very interested in the economics of land use and taking classes in real estate development as well.

JOHNSON: Tell me about your professional background.

NEMIROW: Most of my professional experience has been in transit-oriented development and economic development. After college, I spent a summer at the Metropolitan Transportation Commission (MTC) in Oakland conducting an evaluation of MTC’s Transportation for Livable

Communities grant program. I then spent a couple years at Strategic Economics, which gave me a great introduction to urban planning and sparked my interest in economic development and housing issues. During the last school year, I was a research fellow at U.C. Berkeley’s Center for Community Innovation, providing technical assistance to communities engaged in transit station area planning efforts. This summer, I have an internship at the Public Policy Institute of California.

JOHNSON: What do you want to do in the future?

NEMIROW: I’m still figuring this out! I can see myself going back to that eventually or working for a city’s redevelopment agency or economic development department. However, I’d like to get some experience in real estate development to get a sense of how the policies and regulations that planners establish actually play out on the ground.

JOHNSON: How do you think the fellowship will benefit you?

NEMIROW: I’m hoping to use the fellowship as an opportunity to talk to real estate development professionals and figure out where I, as a planner, might fit in the development world. I’m also really excited about serving on a ULI national Product Council.

ULI SF’s first Debra Stein fellow Alison Nemirow

ULI SAN FRANCISCO

ULI LOCAL-WORLDWIDE: ULI SAN FRANCISCO RECOGNIZES OUR LOCAL LEADERSCHAIR Rick Dishnica, President, The Dishnica Company

TREASURER Elliot Stein, Principal, Stein Consulting

Doug Abbey, Founder, AMB Property CorporationAndy Barnes, Principal, Barnes and CompanyAlan Billingsley, Director, RREEFGary Binger, land use consultant and lecturer, UC Berkeley Paula Blasier, UrbanPlan Director, ULIMargo Bradish, Partner, Cox Castle & NicholsonLeslie Browne, Shareholder, Buchalter NemerMary Corley, Executive Director, Fisher Center for Real Estate &

Urban EconomicsAlan Chamorro, Senior Vice President, Grosvenor Michael Covarrubias, Chairman & CEO, TMG PartnersKim Diamond, Principal, Ev8 Real Estate ServicesLynette Dias, Principal, Urban Planning PartnersDiane Filippi, Urban Center Director, SPURAlex Galovich, Development Director, Wilson Meany Sullivan Jed Gates, President, BTH VenturesKelly Glass, Director, Brokerage Services, Cushman & WakefieldTom Hart, Executive Vice President, Shorenstein CompanyAnne Hoffman, President, Chamberlin Associates Mike Jameson, Principal, Prudential Mortgage Capital CompanyStephen Koch, Real Estate Consultant, Baker Street AssociatesTodd Kohli, Managing Principal, AECOM Design + PlanningBob Lalanne, President, The Lalanne GroupAlan Mark, President, The Mark CompanyConnie Moore, CEO, BRE Properties Ron Nahas, Partner, Rafanelli & NahasAmy Neches, Senior Project Manager, San Francisco

Redevelopment AgencyDiane Oshima, Assistant Deputy Director, Port of San FranciscoJay Paxton, Shareholder, Buchalter NemerJohn Protopappas, President and CEO, Madison Park Financial

CorporationSusan Sagy, Managing Partner, W3 PartnersLynn Sedway, President, Sedway ConsultingPaul Sedway, Principal, Sedway ConsultingCarl Shannon, Managing Director, Tishman SpeyerJeff Smith, CFO, Sack PropertiesJesse Smith, Chief Assistant, San Francisco City Attorney’s

OfficeMike Smith, Senior Managing Director, CBREBryant Sparkman, Principal, Century UrbanGary Teague, Regional Executive, Bank of AmericaBob Thompson, Partner, Sheppard Mullin Richter & HamptonBryan Thornton, Partner, PCCPNevena Vidic, Development Associate, Legacy PartnersGeorge von Liphart, Managing Director, Peninsula Real Estate

Capital AdvisorsBrad Wiblin, Vice President Director of Development, Bridge

Housing Corporation

James J. CurtisRichard J. Dishnica

Andrew R. FriedmanElizabeth M. Seifel

PRODUCT COUNCIL CHAIRS

GOVERNORSDouglas D. AbbeyPeter B. BedfordDavid D. Bohannon, IIJoseph E. BrownPreston ButcherStephen W. ChamberlinSusan C. ChamberlinDavid S. ChristensenJames J. Curtis, IIIJames J. DidionGreenlaw Grupe, Jr.W. Dean HenryJames D. KlingbeilMark R. KrollVictor B. MacFarlane

George M. MarcusJohn E. McNellisMasud R. MehranRonald C. NahasFrances B. NelsonFredrick W. PetriWillis K. Polite, Jr.Jon Q. ReynoldsLynn M. SedwayFrank P. StanekRobert T. Steinberg, FAIAAlexis P. VictorsGeorge von LiphartRobert L. WebsterJohn R. WilliamsClaude J. Zinngrabe, Jr.

TRUSTEESDouglas D. AbbeyJoseph E. BrownPreston ButcherJames J. Curtis, IIIRichard J. Dishnica

Greenlaw Grupe, Jr.James D. KlingbeilVictor B. MacFarlaneGeorge M. MarcusJohn E. McNellisKenneth T. Rosen

ACADEMIC FELLOWElizabeth Deakin

DEBRA STEIN FELLOW CHOSEN

TO CONTRIBUTE DIRECTLY TO THE DEB STEIN FELLOWSHIP, CONTACT KATE WHITE AT KATE.WHITE@ULI.ORG OR VISIT OUR WEBSITE. ULISF ANNUAL REPORT FY10 | 19

ULI SAN FRANCISCO1 California Street, Suite 2500

San Francisco, CA 94111(415) 268-4072

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