Request,Application: HOWARD/FIRST PROPERTY, LLC, A DELAWARE LIMITED VS. PAUL HEMMING ET AL

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PATTON & SULLIVAN LLP

PLEASANTON, CA

Randy Sullivan, Esq. (SBN 229326)
PATTON & SULLIVAN LLP

6600 Koll Center Parkway, Suite 250
Pleasanton, California 94566-8058
925-600-1800 Phone

925-600-1802 Fax

randy@pattonsullivan.com — Email

Attorneys for Defendants

PAUL HEMMING, WENDY HEMMING and
55 NATOMA LLC

Attorneys for Cross-Complainant

WENDY HEMMING, an individual, and
WENDY HEMMING, individually and on
a a the derivative claims of PANTHEON

ELECTRONICALLY

FILED

Superior Court of California,
County of San Francisco

02/15/2017
Clerk of the Court
BY-SANDRA SCHIRO

Deputy Clerk

SUPERIOR COURT OF CALIFORNIA.

COUNTY OF SAN FRANCSICO

HOWARD/FIRST PROPERTY, LLC, a
Delaware limited liability company,

Plaintiff,
ve
PAUL HEMMING, an individual; WENDY
HEMMING, an individual; 55 NATOMA.
LLC, a Washington limited liability
company; and DOES 1 through 50,
inclusive,

Defendants,

AND RELATED CROSS ACTION.

Case No. CGC 15-547246
[Unlimited Jurisdiction]

DISCOVERY

DECLARATION OF RANDY
SULLIVAN IN SUPPORT OF
DEFENDANTS’ OPPOSITION TO
CROSS-DEFENDANT SF PARCEL,
LLC’S AMENDED MOTION FOR
PROTECTIVE ORDER RE TJPA
PREQUALIFICATION APPLICATION

DATE: Mareh 1, 2017
TIME: 9:00 a.m.
DEPT.: 302

Complaint Filed: August 7, 2015
Cross-Complaint Filed: October 30, 2015

I, RANDY SULLIVAN declare as follows:

1 Tam an attorney at law duly admitted to practice before all of the courts of the
State of California, and am a partner in the law firm of Patton & Sullivan LLP, counsel of record
for Cross-Complainants Wendy Hemming, and Wendy Hemming, individually and on behalf of

the derivative claims of Pantheon SF, LLC (“Cross-Complainants”).

DECLARATION OF RANDY SULLIVAN IN SUPPORT OF DEFENDANTS’ OPPOSITION TO CROSS-
DEFENDANT SF PARCEL, LLC’S AMENDED MOTION FOR PROTECTIVE ORDER RE TJPA
PREQUALIFICATION APPLICATION

1
No, CGC15-54724628

PATTON & SULLIVAN LLP

PLEASANTON, CA

2. Attached as Exhibit 1 is a true and accurate copy of the Prequalification
Application by SF Parcel F, LLC, which is the subject of this motion.

3. Attached as Exhibit 2 is a true and accurate copy of the protective order
governing the case.

4, Attached as Exhibit 3 is a true and accurate copy of Wendy Hemming’s
Declaration filed in opposition to Crescent Heights’s motion to quash.

T declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct. Executed this lay of February, 2017, in Pleasanton,

California.

RANDY SULLIVAN

DECLARATION OF RANDY SULLIVAN IN SUPPORT OF DEFENDANTS’ OPPOSITION TO CROSS-
DEFENDANT SF PARCEL, LLC’S AMENDED MOTION FOR PROTECTIVE ORDER RE TJPA No. CGC1S-547246
PREQUALIFICATION APPLICATIONEXHIBIT |APPLICATION FOR BIDDER PREQUALIFICATION
LIVE AUCTION FOR PARCEL F

BIDDER CERTIFICATION

On behalf of SF Parcel F, LLC (full legal name
of Bidder) (“Bidder”), the undersigned certifies under penalty of perjury under the laws of the
State of California that the statements made in the attached Bidder Identification, Bidder
Statement of Financial Qualification and Responsibility, Bidder Disclosures, and the attached
evidence and documentation, including financial statements (collectively, “Application”), are
true and correct and complete, and not misieading in any material way.

The undersigned further certifies under penalty of perjury under the laws of the State of
California that if dcomed prequalified, Bidder is, or as of the auction date will bo, authorized
without any farther approvals or actions to (i) bid and bind Bidder to the bid price, (fi) enter into
a purchase and sale agreement and other related documents related to the purchase of the
Transbay Parcel F Property in the form posted on the TJPA website, and (iti) purchase the
Transbay Parcel F Property in accordance with the terms of the purchase sale agreement and
other related documents in the form posted on the TJPA website.

Tho undersigned is (are) a legally authorized representative of Bidder, The undersigned is (are)
authorized to attend the live auction and submit Bidder’s oral bid binding the Bidder.

Signature of individual(s) with legal authority to bind the Bidder:

Signature Signature

Adarn Tartakovaky

Printed Name Printed Name -

President

Title Title

Was
Date Date
Application-1 As posted to TJPA website 6-11-15
EXHIBIT 1

CONFIDENTIAL HFO006922_

Signature

Shlomo Dachoh

Printed Name

Secretary

Title

4)22.\2015

Date

Attachments:

Attachment 1.
Attachment 2.
Attachment 3.

Application-2

CONFIDENTIAL

Bidder Identification
Bidder Statement of Financial Qualification and Responsibility
Bidder Disclosures

As posted to TIPA website 6-11-15

HF0006923CONFIDENTIAL,

Attachment L: Bidder Identification
[Note: To prequalify, a Bidder must submit a complete response to all sections. The TIPA is not
scoring this section of the application; rather, it is ensuring that the section is complete]

1, a Full legal name of Bidder:
SF Parcel F, LLC

db. Address of Bidder: clo Crescent Helghts, LLC

2200 Biscayne Boulevard.
Mlami, Fl 33437

6 Federal Tax ID of Bidder:
47-4463996

[ff ponding, so indicate, as well as anticipated date of
receipt. Ifnone, so indicate.]

2. If Bidder is not an individual doing business under his/her own name, Bidder has the
status indicated below:

A corporation

A general or limited partnership

‘A business association or a joint venture
A limited liability company or partnership
Other (explain)

OB8ooo

and Bidder is organized or operating under the laws of:

Delaware

3. Is Bidder qualified to do business in the State of California?
fd Yes o No

Jf no, explain:

4. Is Bidder a subsidiary of or affiliated with any other corporation or corporations or any
other firm or firms?

i Yes QO No

If Yes, list each such corporation or firm by name and address, specify its relationship to
Bidder, and identify the officers and directors or trustees common to Bidder and such

other corporation or firm,
Seo list of affiliates attached.

Application-3 As posted to TIPA website 6-11-15

HF0006924CONFIDENTIAL

5. Name, address, title of position, and nature and extent of the interest of any officer and
principal member, shareholder, investor, or other interested party having an interest of
more than 10% in Bidder (“Principals of Bidder”) are set forth as follows:

a. 1f Bidder is a corporation, the officers, directors or trustees, and each stockholder
owning more than 10% of any class of stock. (Note: Ifa corporation is required
to file poriodic reports with the Federal Securities and Exchange Commission
under Section 13 of the Securities Exchange Act of 1934, so state under this
Section 4, In such case, the information referred to in this Section 4 and in Section
5 and Section 6 below is not required to be furnished.)

b. If Bidder is a partnership, each general partner and each limited partner with 10%
or more ownership or voting interest in Bidder, and eithor the percent of interest
ora description of the character and extent of interest,

G If Bidder is a business association or a joint venture, each participant and either
the percent of interest or a description of the character and extent of interest.

d. If Bidder is some other entity, the officers, the members of the governing body,
and cach person having an interest of more than 10%.

Address Title of Position “| Natare and
te | : Extent of Interest

6. Name, address, and nature and extent of interest of each person or entity (not named in
response to Section 4 above) who has a beneficial interest in any of the shareholders or
investors nated in response to Section 4 which gives such person or entity more than a
computed 10% interest in Bidder (for example, more than 20% of the stock ina
corporation which holds 50% of the stock of ‘Bidder’ or more than 50% of the stock in a
corporation which holds 20% of the stock of Bidder): :

|-Address - | Title of Position | Nature and Extent of
: : . Interest. -- :
Application-4 As posted to TIPA website 6-11-15

HF00069251 Names (if not given above) of officers and directors or trustees of any corporation or firm
listed under Section 5 or Section 6 above:

Adana Tertshovahy » Peosident

Application-5 As posted to TIPA website 6-11-15

CONFIDENTIAL, HF0006926, Attachment 2: Bidder Statement of Financial Qualification and Responsibility

[Note: To prequalify, a Bidder must submit a complete response to all sections, and a Bidder
must receive 250 or more points out of a maximum 300 points on Sections I through 9, A Bidder
is subject to disqualification if any answer to Sections 4, 5, 6, or 7is “Yes.”]

1 The financial condition of Bidder, as: of _ December 31, 2044
(month/year) is as reflected in the attached (check at least one of the following):

i Audited financial statemonts for the last three fiscal years, (Note: Attach
to this application audited financial statements for the last three fiscal years
showing the assots and the liabilities, including contingent liabilities, fully
itemized in accordance with generally accepted accounting principles and based
on a proper audit, Ifthe date of the most recent of the three audited financial
statements precedes the date of this submission by more than twelve months, also
attach an interim balance sheet not more than 60 days old, Indicate the name and
address of auditor or public accountant who performed the audit of said financial
statements. If Bidder files reports with the Securities and Exchange Commission,
then such financial statements shall be provided through a copy of Bidder’s
annual report on Form 10K. and any subsequent reports filed on Form L0Q or
Fortn 8-K,) .

Sen Audilad Finenclal Siatonisats for affiliated entiles undercommen ewnership wilh the Gonarsl Partners of Bidder Principals altached hereto,

fl Other evidence — See response to Section 2 below.

2. Provide statement of Bidder confirming and certifying that Bidder has adequate funds or
will have adequate funds and is prepared to commit such funds to pay the $10 Million
Good Faith Deposit on the auction date, at least the Minimum Bid Price for the
acquisition of the Transbay Parcel F Property by the Closing Date, and the anticipated:
construction costs of the planned development of the site. The statement should provide
the total amount of capital accessible by Bidder, and sources of equity and debt. In
particular, if finds for the acquisition and development of the Transbay Parcel F Property
ate to be obtained from sources other than Bidder’s own existing funds, provide a
statement of Bidder’s financing plan.

See Bidder Statement of Financial Qualification and Responsibility attached hereto,

Application-6 As posted to TIPA website 6-11-15

CONFIDENTIAL

HF00069273. Provide names and addresses of two financial account references for Bidder, which TJPA
is authorized fo contact regarding the information provided herein:

Reference One:

Reference Two:

4. Hag Bidder or any Principals of Bidder beon adjudged bankrupt, either voluntary or
Involuntary, within the past 10 years?

Qo Yos a No

If Yes, list the date, place, and under what name,

5. Has Bidder or any Principals of Bidder ever defaulted on a loan or other financial
obligation? 7

oO Yes No

If Yes, describe the circumstances including dates and current status.

6. Ate there any prior or pending legal proceedings, actions, convictions or judgments that
have been filed against Bidder or any Principals of Bidder, or any prior or pending
atbitrations or mediations involving Bidder or any Principals of Bidder, in the last 10
years and that are cither (a) related to the purchase or sale or development of property, or
(b) which could materially impair Biddor’s ability to pay at least the Minimum Purchase
Price and purchase the ‘Transbay Parcel F Property in accordance with the terms of the
purchase sale agreement and other related documents in the form posted on the TIPA
website?

Yes MH No
If Yes, fist for each case (1) date, (2) charge, (3) place, (4) Court, and (5) present status of

the litigation or arbitration, and the actions taken. Attach any explanation deemed
necessary.

Application-7 : As posted to TJPA website 6-11-15

PAMEINENTI HF0006928AAMEINENTIAL

9,

Ave there any prior ot pending debarment ot suspension proceedings or actions by any
federal, state or local government entity against Bidder or any Principals of Bidder?

Yes No

If Yes, describe the circumstances including dates, agency or body conducting the
investigation or inquiry and the current status.

Briefly describe any undertalcings anywhere in the world, comparable to the acquisition
and development of the Transbay Parcel F Property contemplated by Bidder here, that
have been completed by Bidder or any Principals of Bidder, including identification and
briof description of each project and its location, the date of completion or anticipated
completion, the amount and sources of capital, and any other pertinent information that
will assist the TJPA in determining the availability of equity and mortgage capital to fund
the Transbay Parcel F development and acquisition.

‘Sea aitached.

Provide any other statements or evidence of Bidder’s qualifications and financial
responsibility that you think would be helpful to the TJPA in evaluating Bidder’s
qualification to participate in the opportunity.

Seo attached,

Application-8 As posted to TIPA website 6-11-15

HF0006929Attachment 3: Bidder Disclosures

{[Note: To prequalify, a Bidder must submit a complete response to all sections, A Bidder is
subject to disqualification if any answer to Sections I(a), 2, or 3 Is “Yes,” A Bidder is subject to
disqualification if the answer to Section 1(b) is “No.” Note that the TJPA is not scoring this
section of the application. j

L a Does Bidder or any Principals of Bidder have any direct or indirect personal
relationship with any officer or employee of the TJPA, the Successor Agency to the San
Francisco Redevelopment-Agency (OCID, the City and County of San Francisco, or the
State of California Department of Transportation that would violate Section 15.103 of the
San Francisco Charter, Article [l, Chapter 2 of City's Campaign and Governmental
Conduct Code, and Sections 87100 et seq. and Sections 1090 et seq. of the Government
Code of the State of California (“Conflict of Interest Laws”)?

oOo Yes &] No

If Yes, explain:

b. Bidder acknowledges that it is familiar with the Conflict of Interest Laws, and
certifies. that Bidder does not know of any facts which would constitute a violation of
these provisions if it became the highest Bidder and entered into a purchase and sale
agreement with TJPA for the purchase of the ‘Transbay Parcel F Property:

i Yes O No

If No, explain:

2. Is Bidder or any Principals of Bidder aware of any officer or employee ofthe TIPA, the
Successor Agency to the San Francisco Redevelopment Agency (OCD), the City and
County of San Francisco, or the State of California Department of ‘Transportation having
(a) any business, real property, investment, or other financial relationship with Bidder or
any Principals of Bidder which are financial interests regulated under the Political
Reform Act, ot (b) received any contribution, gift, income, loan, payment, or other item
of value from or on behalf of Bidder or any Principals of Bidder that would require
recipient thereof to disclose same under the Political Reform Act (Cal. Government Code
81000) or its implementing regulations (2 Cal, Code Regs. 18000) in 2014 or 2615?

Oo Yes i No

If Yes, explain:

Application-9 As posted to TJPA website 6-11-15

ARAMEINENITIAL

HEANNBaaN3. Is Bidder or any Principals of! Bidder aware of, ‘any basis in federal, state, or local law to

determine that Bidder is provented ftom entering « contract for the purchase of the
‘Transbay Parcel F Property?
O Yes No
If Yes, explain:
Application-10 As posted to TIPA website 6-11-15

HENNNRG3 1© CONFIDENTIAL

Attachment 1: Question #4 List of Affiliates

Note: List conslats of affliated entities under common ownership with Biddor

Entity Address el ish ectors, Officers & Trustees commoy

Lexington Park at 2200 Biscayne Blvd, [Gommon ownorship wilh Bidder
Westchase Holding, LLC |Miami, FI 33137

{Lexington Park at [2200 Biscayne BWd, [Common ownership with Bidder
Westchase, LLC Mier, FI $3137

[a0 Lincoln Court, LUG _|2200 Biscayne Bivd, [Common ovnorshilp with Bidder
Miami, Ft $3137

[8 East Ninth Holdings, LLG [2200 Biscayne Blvd, [Common ownership with Bidder

Miami, Ft 33137

[e East Ninth, LLC [2200 Biscayne Bivd, {Common ownership with Bidder
Miami, Fl 33137

Park Towers Il [2200 Biscayne Bivd, [Common ownership with Bidder
Devetopment, LLC Miami, Fl 33137

2841 N. Flamingo, LLC [2000 Biscayne Bivd, |Comman ownership with Bidder
Marni, FI 83137

7790 E. Washington, LLC {2200 Biscayne Blvd, |Gommon ownership with Bidder
[Miarn, Ft 33137

CH South Michigan [2200 Biscayne Bivd, {Common ownership with Bidder
Apartments Holdings, LLC |Miam}, 1 $9197

CH South Milchigan 12200 Biscayne Bivd, [Commaon ownership with Bidder

[Aparimonte, LLC IMtamnt, FI 98197

353 Desplaines, LLC [2200 Blecayne Blvd, Common ownership wilh Bidar
Mlaral, Fi 98197

Midtown Residences, LLG {2200 Biscayne Bivd, [Common ownership with Bkider
Miam!, F1 $3137

7401 Riverplace Holdings, |2200 Biscayne Bid, [Common ownership wih Bidder
Luc Miami, Fh 93137

1401 Riverpiace, LLC [2200 Biscayne Blvd, {Common ownership with Bidder
Miami, F1 $3137

168 E 66 Holdings HW, LUC [2200 Biscayne Bivd, |Common ownorship with Bidder
Miami, Fl 33137

Page 1

A Atirinearetay HEANNRAR?r

CONFIDENTIAL

Entity Address. Relationship:
“HSE OO Holdings, LLC [2200 Biscayne blvd, [Common ownership wilh Bidder

Miami, FL 93197

F765 E66, LLC 2200 Biscayne Blvd, [Common ownership wilh Bidder
Miarnl, FI 93127

{165 E 66 Retail, LEC BB00 Blscayae Blvd, [Common ownership wilh Bidder
IMiamns, FL 93137

[768 E 66 Realdences, LLC |2200 Biscayne Blvd, [Common ownership witk Bidder
Miaml, Fr 88137

65 E00 Parking, LLG (2200 Biscayne Blvd, [Common ownorship wih Bledior
Miami, FI 33137

[21Ga tadiana Holdings W, [2200 Blecayne Blvd, [Common ownership with Bidder

Lue Islami, FI 28197.

'aia8 Indiana Holdings, LLC|2200 Biscayne Blvd, [Common ownership wth Bidder
tdoml, Ft 93137

2198 Indiana, LLC 2200 Biscayne Blvd, [Common ownership wilh Bidder
tAtami, Fi 93137

SMA At Ninth, LLG 12200 Biscayne Bivd, |Gamman ownership with Bidder
Mian, Fi 9317 .

CONFIDENTIAL

805 Franklin Holdings, LLG [2200 Biscayne Biva, [Common ownership wilh Bidder
Miami, Ft 33137

[e08 Franken, LLC 2200 Biscayne Blvd, |Gommmon ownership with Bidder
Miami, Fi 93197

Ib471 Penchiroo Holdings, [2200 Biscayne Blvd, {Common ownership with Bidder
LLC Miami, FI $9137

B71 Peachires, LLC 12000 Biscayne Biva, |Cormon ownership with Bidder
Miami, Fl 23137

[360 Broadway, LLC 13300 Biscayne Biva, [Common ownership with Siddar
Mlarai, Fl 33137

F762 UWS Holdings A, LLC {2200 Biscayne Bivd, [Common ownership wih Bidder
“|Miami, Fl 83137

Tea UWS Holdings, LUC [2200 Biscayne Bivd, |Gomman ownorship with Bidder
Miami, FI 83637

Page?

Directors, Officers

col

on Bldd

HFO006933CONFIDENTIAL

CONFIDENTIAL

Entity |Address Relationship

[752 UWS, LLe 3200 Biscayne Blvd, |Common ownorchip with Bidder
Miami, #1 83497

[762 UWS Gyin, LLC [2200 Biscayne Blvd, [Common ownership with Bkider
Kiam, Ft 39137

EW Delaware Holdings fi, [2200 Biscayne Bivd, |Common ownership with Bidder
htiami, FL 83137

2W Delaware Holdings, {2200 Biscayne Blvd, [Contmion ownership with Biddor

LLC Miami, Ft 93197

2W Delaware Residences, [2200 Blecayne Blvd, | Connnion ownership with Bidder

Luc Miami, Ft 35137

Walton 1402, LLG [2800 Biscayne Bivd, |Comiion ownership with Bidder
Miami, Ft 98437

2W Delaware Commercial [2200 Biscayne Blvd, [Common ownership with Bidder

Parking, LLC Miamt, Ft 93437

aW Delaware Ratall, LUG |2300 Biscayno Blvd, |Gommon ownorehip with Biddor
Miami, FI 83137 .

[3080 Biscayne Proporties, {2200 Blecayno Blvd, [Common ownership with Biader

Lic IMiarai, Fl 98137

[3000 Property, LEG [2200 Biscayne Bivd, [Common ownership wilh Biddor
Miami, FI 83137 :

[Fremont 325 Davoiopient, [200 Biscayne BW, [Common ownership wilh biddar

LLC Miami, Fl 33137

IHowardiFirat Property, LLG [2200 Glscayne Bd, {Common ownership wilh Blkider
haiami, Ft 33137

1S. Loop Chicago '3200 Bleoayne Bld, [Common ownership with Bidder

Development, LLC Siam, Fi 83597

ICH Patiadium, LLC [2800 Biscayne Bivd, [Common ownership with Breddar
Miarnl, Fi 33137

[SM 10000 Property, LLG  |2200 Biscayne Blvd, |Gommon ownership with Bidder
Miami, Fl 33137

[aS Lanaing Holdings, LLO |2200 Biscayne Bivd, [Common ownarship wih Bidder
Mian, FI 33137

P2908

Directors, Officers & Trustass common with Bidder}

HF0006934CONFIDENTIAL

IMiaml, Fi 99497

Entity Address Relationship
,

a5 Lansing MB, LUC 12900 Biscayne Blvd, {Common ownership with Blddor
IMiarn|, Fl $3137

aS Lansing Development, |2200 Biscayne Blvd, |Common ownership with Biddar

Lic IMiand, Fi 83197

[G00 Allon Road Holdings, [2200 Biscayne Blvd, |Comirion Svnorship with Blddar

Lic Miami, Fi $3137

[SHH Holdings 1, LLC [2200 Biscayne Blvd, [Common ownership with Bidder
iami, FI 33637

BH Holdings, LLE [3800 Biscayne Blvd, [Common owmarship with Biddor
IMiamni, Fl 33137

[South Beach Heights Ui, [2800 Biscayne Blvd, [Common ownership with Blader

LLC Miami, FL 99137

[SBH Management j2200 Glscayne Blvd, [Common ownership wiih Bidder

Company, LLC Miami, FY 33137

SouthPolnte Halghts, LLC [2800 Biacayns Blvd, (Common ownership with Bidder
Miami, FI 93137

[SouthPointe Heighta li, [2200 Biscayne Blvd, |Common ownership wilh Bidder
IMiaml, Ft 93137

Tenth and Market (2200 Bisaayno Bivd, [Common ownership with Bidder

Holdings, LLC tdlamnt, Ft 83137

‘Fonth and Market Managor, [2200 Biscayne Bivd, [Common ownership with Biddor

LLG Miami, Ft 33197

FTonth and Market, LLG {2000 Blscayno Bivd, [Common ownership with Bidder
Miami, F1 33197

HOSUN Holdings, LLC [2200 Biscayne Blvd, [Common ownership with Bidder
Miarnt, FI 33487

110 SVN, LLC 2200 Biscayne Bivd, [Common ownership with Bidder’
Miami, FI 83137

90% Minor Holdings, LLC {2200 Biscayas Blvd, |Common ownership with Bidder

{1901 Minor, LLC

[2200 Biscayne Biv,
Miami, FI 33137

[Common ovmership with Bidder

CONFIDENTIAL

Pago 4

Directors,

flicers & Trustees com!

Bidder,

HF0006935CONFIDENTIAL

Entity Address Relationship.
,

Hi W Walton Haldings, LLC [2200 Biscayne Blvd, [Common ownership with Bidder
|Miart, Fl 33137

TW Walton, Lee 2200 Blecayno Bivd, |Common ownership wih Bidder
Milam, Fl 33137 .

GH SMA at Ninth Holdings, [2200 Biscayne Blvd, [Common ownership with Bidder

Luc Mian, Fl 33137

GH SMA at finth, LLG [2200 Biscayne Blvd, |\Gommon ownership with Blddar
Miarai, Fl 33137

rectors,

ficers & Tr

eas Col

CONFIDENTIAL,

Paged

HF0006936ATTACHMENT 2, QUESTIONS 2, 8AND 9.

CONFIDENTIAL. HF0006937Attachment 2: Bidder Statement of Kinancial Qualification and Responsibility

Item #2
BIDDER CERTIFICATION

On behalfof $F Parcel F, LLC (“Bidder”), the undersigned certifies that Bidder has adequate funds to
pay the $10,000,000 Good Faith Deposit on the auction date, whether by cash, certified check or by
irrevocable standby letter of credit in a form approved by the TJPA (per TJPA auction instructions).
Bidder will provide sufficient documentation that it has or will have such funds as required by the
"TJPA with respect to the Minimum Bid Price for the acquisition of the Transbay Parcel F Property by
the Closing Date, and the anticipated construction costs of the planned development of the site.

Bidder intends to use 100% of its own capital for the Good Faith Deposit and acquisition of Parcel I’,
and does not require any partner or outside capital sources.

‘The Project may be funded with a combination of capital sources. Consistent with TIPA/OCIL
guidelines for Transbay projects, the Bidder will provide a “written statement from each financing
soutce that the equity and/or mortgage capital is available or will be made available for funding the
proposed project, and that the proposed project is consistent with the source’s investment criteria for
a project of this type and size. In lieu of commitment letter(s) for the proposed project, [Bidder] may
submit written statements fiom their financing source(s), describing past projects which the source
has financed for the [Bidder]. Such written statements shall detail the amount of capital, the size of
the proposed project and any other pertinent information that will assist [TJPA/OCI]] in determining
the availability of equity or mortgage capital to find the proposed project.”

‘The undersigned is a legally authorized representative of Bidder.

Signature of individual with legal authority to bind the Bidder:

once

Signature 7

Adam Tartakovsky
Printed Name

President
Title

CONFIDENTIAL HF0006
9387"

Attachment 2: Bidder Statement of Financial Qualification and Responsibility

Item #8
COMPARABLE PROJECTS

throughout the United States and across Europe for over 30 years, and has completed covet 100 projects.

The brand most. recently applied its core values and principles in creating San iranncisco’s NEMA in the

bi Mid-Market district, which reached 100% occupancy for its 754 units inarecord-

setting seven month period. NEMA’s accolades include a 2014 Digie Award for Most Intelligent
velopment of the Year from the San Francisco Business Times and Sar

Francisco Apartment Association, Benefiting from NEMA’s key Jessons-learned, Jasper is poised for

comparable success in amore intimate, exclusive envitonment.

fection of amenities, design touchpoints, cutting-edge technology features, att and culture, and social
programming. As patt of its community benefits package, CH is 1 uilding Lansing Street as a shared
street concept, new in San Francisco, and ‘will maintain this public space in perpetuity.

In addition to NEMA and Jasper, CH. developed The Metropolitan in Transbay/Rincon Hill and is also
in the entitlements phase for two mixed—use development projects in the city, 10 South Van Ness
Avenue and 524 Howard Street.

10 South Van Ness Avenue and 524 Howard Strect are currently in the entitlement phase with the San
Francisco Planning Department. 10 South Van ‘Ness will be a large mixed-use project, a cornerstone
transforming the einerging Market - Van Ness neighborhood. 52 Howard Street is directly adjacent to
the Transbay Transit Center. Similar to Parcel F, both projects are infill development sites adjacent to or
above underground transit infrastructure.

Sources of capital include CH equity and standard debt construction financing. A comprehensive list of
construction lender can be provide under separate cover.

CONFIDENTIAL
HF0006939Attachment 2: Bidder Statement of Financial Qualification and Responsibility

Item #9

BIDDER QUALIFICATIONS AND RESPONSIBILITY

Over the course of its 30-year history, Crescent Heights has developed or acquired billions of dollars of
real estate assets including residential, retail, office, hotel and mixed-use propetties in major urban
markets such as Atlanta, Chicago, Jacksonville, Los Angeles, Miami, New York, San Francisco, Seattle,
and Tampa. From it’s founding on Crescent Heights Roulevard in Los Angeles, Crescent Heights has
grown to over 500 employees in five US. offices, including San Francisco, where we opetate over 1,000
tesidential units. Over the next several years, we will add more than 6,000 units to our multi-family

portfolio.

CH maintains longstanding institutional relationships and has a great reputation in the real estate
community. As a result, our strong credit and financial positions enable excellent financing capacity as
well as significant purchasing and negotiating leverage. Our ability to access private and conventional
sources of capital is combined with in depth knowledge in identifying special mixed-use opportunities.

CONFIDENTIAL HFO0006940EXHIBIT 2Com NDA Rw YH

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PATTON & SULLAVANLL?
PLEASANTON, CA

Randy Sullivan, Esq. (SBN 229326)
Dylan R. Williams, Esq. (SBN 282123)
PATTON & SULLIVAN LLP

6600 Koll Center Parkway, Suite 250.
Pleasanton, California 94566-8058
925-600-1800 Phone

925-600-1802 Fax
randy@pattonsullivan.com
dylan@pattonsullivan.com

Attorneys for Defendants

PAUL HEMMING, WENDY HEMMING and
55 NATOMA LLC

Attorneys for Cross-Complainant

WENDY HEMMING, an individual, and
WENDY HEMMING, individually and on
a a the derivative claims of PANTHEON
SF, LLC

SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN FRANCSICO

HOWARD/FIRST PROPERTY, LLC, a
Delaware limited liability company,

Plaintiff,
vy.
PAUL HEMMING, an individual;
WENDY HEMMING, an individual; 55
NATOMA LLC, a Washington limited

liability company; and DOES 1 through
50, inclusive,

Defendants.

AND RELATED CROSS ACTION.

1 PURPOSES AND LIMITATIONS

Case No. CGC 15-547246
[Unlimited Jurisdiction]
4PROPOSED] PROTECTIVE ORDER

Complaint Filed: August 7, 2015
X-Complaint Filed: October 30, 2015

Disclosure and discovery activity in this action are likely to involve production of

confidential, proprietary, or private information for which special protection from public disclosure
and from use for any purpose other than prosecuting this litigation may be watranted. Accordingly,
Defendant and Cross-Complainant Wendy Hemming hereby petitions the court to enter the

following Protective Order. ‘This Order does not confer blanket protections on all disclosures or

(PROPOSED) PROTECTIVE ORDER

EXHIBIT 2

No. CGC15-547246,Coe NR HW BR WN

SD PRN ww YB Be ks

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PLEASANTOH, CA

responses to discovery. The protection it affords from public disclosure and use extends only to the
limited information or items that are entitled to confidential treatment under the applicable legal
principles. As set forth in Section 12.3, below, this Protective Order does not entitle either party to
file confidential information under seal.
2. DEFINITIONS

2.1 Challenging Party: a Party or Non-Party that challenges the designation of
information or items under this Order.

22 “CONFIDENTIAL” Information ot Items; information (regardless of how it is

generated, stored or maintained) or tangible things that are protected by the right to privacy under
Article I, section 1 of the California Constitution, or the disclosure of which would subject any
Party, witness, or third party to unwarranted annoyance, embarrassment, or oppression, as those
terms are used in California Code of Civil Procedure sections 2025.420(b); 2030.090(b);
2031 .060(b); 2033.080(b).. This includes but is not limited to the Parties’ financial information,
commercially sensitive information, trade secrets, and proprietary technical data.

2.3 Counsel (without qualifier): Outside Counsel of Record and House Counsel (as weil
as their support staff),

2A Designating Party: a Party or Non-Party that designates information.or items that it
produces in disclosures or in responses to discovery as “CONFIDENTIAL.”

2.5 Disclosure or Discovery Material: all items or information, regardless of the medium

or manner in which it is generated, stored, or maintained (including, among other things, testimony,
transcripts, and tangible things), that are produced or generated in disclosures or responses to
discovery in this matter.

2.6 Expert: a person with specialized knowledge or experience in a matter pertinent to
the litigation who has been retained by a Party or its counsel to serve as an expert witness or as a
consultant in this action.

2.7 House Counsel: attorneys who are employees of a party to this action. House

Counsel does not include Outside Counsel of Record or any other outside counsel.

Mf
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No. CGC15-547246

(PROPOSED) PROTECTIVE ORDERPMP RN ND DR we eB eB ew Be
A we BH SE FSF SHE RABRE SERS Cw axAauewrn

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2.8  Non-Party: any natural person, partnership, corporation, association, or other legal
entity not named as a Party to this action.

2.9 Outside Counsel of Record: attorneys who are not employees of a party to this action
but are retained to represent or advise a party to this action and have appeared in this action on
behalf of that party or are affiliated with a law firm which has appeared on behalf of that party.

2.10 Party: any party to this action, including all of its officers, directors, employees,
consultants, retained experts, and Outside Counsel of Record (and their support staffs).

2.11 Producing Party: a Party or Non-Party that produces Disclosure or Discovery

Material in this action.

2.12 Professional Vendors: persons or entities that provide litigation support services
(e.g., photocopying, videotaping, translating, preparing exhibits or demonstrations, and organizing,
storing, or retrieving data in any form or medium) and their employees and subcontractors.

2.13 Protected Material: any Disclosure or Discovery Material that is designated as
“CONFIDENTIAL.”

2.14 Receiving Party: a Party that receives Disclosure or Discovery Material from a
Producing Party.
3. SCOPE

The protections conferred by this Stipulation and Order cover not only Protected Material (as
defined above), but also (1) any information copied or extracted from Protected Material; (2) all
copies, excerpts, summaries, or compilations of Protected Material; and (3) any testimony,
conversations, or presentations by Parties or their Counsel that might reveal Protected Material.
However, the protections conferred by this Stipulation and Order do not cover the following
information: (a) any information that is in the public domain at the time of disclosure to a Receiving
Party or becomes part of the public domain after its disclosure to a Receiving Party as a result of
publication not involving a violation of this Order, including becoming part of the public record
through trial or otherwise; and (b) any information known to the Receiving Party prior to the

disclosure or obtained by the Receiving Party after the disclosure from a source who obtained the

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(PROPOSED) PROTECTIVE ORDER No, CGC15-547246OC me YAH Rw Ye

PP PRP Se RN = ~
R&P BBE S SR WRREBSHES

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‘PCRASANTCN, CA

information lawfully and under no obligation of confidentiality to the Designating Party, Any use of
Protected Material at trial shall be governed by a separate agreement or order.
4. DURATION

Even after final disposition of this litigation, the confidentiality obligations imposed by this
Order shall remain in effect until a Designating Party agrees otherwise in writing or a court order
otherwise directs. Final disposition shall be deemed to be the later of (1) dismissal of all claims and
defenses in this action, with or without prejudice; and (2) final judgment herein after the completion
and exhaustion of all appeals, rehearings, remands, trials, or reviews of this action, including the
time limits for filing any motions or applications for extension of time pursuant to applicable law.
5. DESIGNATING PROTECTED MATERIAL

5.1 Exercise of Restraint and Care in Designating Material for Protection. Each Party or

Non-Party that designates information or items for protection under this Order must take care to
limit any such designation to specific material that qualifies under the appropriate standards. The
Designating Party must designate for protection only those parts of material, documents, items, or
oral or written communications that qualify — so that other portions of the material, documents,
items, or communications for which protection is not warranted are not swept unjustifiably within.
the ambit of this Order,

Mass, indiscriminate, or routinized designations are prohibited. Designations that are shown
to be clearly unjustified or that have been made for an improper purpose (e.g,, to unnecessarily
encumber or retard the case development process or to impose unnecessary expenses and burdens on
other parties) expose the Designating Party to sanctions.

If it comes to a Designating Party’s attention that information or items that it designated for
protection do not qualify for protection, that Designating Party must promptly notify all other Parties
that it is withdrawing the mistaken designation.

5.2 Manner and Timing of Desig nations. Except as otherwise provided in this Order
(see, e.g., second paragraph of section 5.2(a) below), or as otherwise stipulated or ordered,
Disclosure or Discovery Material that qualifies for protection under this Order must be clearly so

designated before the material is disclosed or produced,
4

(PROPOSED) PROTECTIVE ORDER, No. CGCi5-547246Ce YN DN A BR HY

PR ye NN MY NY it _ soe
A ae OS &§ F Be QD ARAE DEH TS

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PLEASANTON, CA.

Designation in conformity with this Order requires:

(a) for information in documentary form (e.g., paper or electronic documents, but
excluding transcripts of depositions or other pretrial or trial proceedings), that the Producing Party
affix the legend “CONFIDENTIAL” to each page that contains protected material. If only a portion
or portions of the material on a page qualifies for protection, the Producing Party also must clearly
identify the protected portion(s) (e.g., by making appropriate markings in the margins).

A Party or Non-Party that makes original documents or materials available for inspection need not
designate them for protection until after the inspecting Party has indicated which material it would
like copied and produced. During the inspection and before the designation, all of the material made
available for inspection shall be deemed “CONFIDENTIAL.” After the inspecting Party has
identified the documents it wants copied and produced, the Producing Party must determine which
documents, or portions thereof, qualify for protection under this Order. Then, before producing the
specified documents, the Producing Party must affix the “CONFIDENTIAL” legend to each page
that contains Protected Material. If only a portion or portions of the material on a page qualifies for
protection, the Producing Party also must clearly identify the protected portion(s) (e.g., by making
appropriate markings in the margins).

(b) for testimony given in deposition or in other pretrial or trial proceedings, that the
Designating Party identify on the record, before the close of the deposition, hearing, or other
proceeding, all protected testimony.

(c) for information produced in some form other than documentary and for any other
tangible items, that the Producing Party affix in a prominent place on the exterior of the container or
containers in which the information or item is stored the legend “CONFIDENTIAL.” If only a
portion or portions of the information or item warrant protection, the Producing Party, to the extent
practicable, shall identify the protected portion(s).

5.3 Inadvertent Failures to Designate. If timely corrected, an inadvertent failure to

designate qualified information or items does not, standing alone, waive the Designating Party’s
right to secure protection under this Order for such material. Upon timely correction of a

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(PROPOSED) PROTECTIVE ORDER, No. CGC15-547246YA UW B® ww

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PATTON & SULLIVAN LLP
PLEABANFON, CA,

designation, the Receiving Party must make reasonable efforts to assure that the material is treated in

accordance with the provisions of this Order,

6. CHALLENGING CONFIDENTIALITY DESIGNATIONS

6.1 ‘Timing of Challenges. Any Party or Non-Party may challenge a designation of
confidentiality at any time. Unless a prompt challenge to a Designating Party’s confidentiality
designation is necessary to avoid foreseeable, substantial unfairness, unnecessary economic burdens,
or a significant disruption or delay of the litigation, a Party does not waive its right to challenge a
confidentiality designation by electing not to mount a challenge promptly after the original
designation is disclosed.

6.2 Meet and Confer. ‘The Challenging Party shall initiate the dispute resolution process
by providing written notice of each designation it is challenging and describing the basis for each
challenge. To avoid ambiguity as to whether a challenge has been made, the written notice must
recite that the challenge to confidentiality is being made in accordance with this specific paragraph
of the Protective Order. The parties shall attempt to resolve each challenge in good faith and must
begin the process by conferring directly (in voice to voice dialogue; other forms of communication
are not sufficient) within 14 days of the date of service of notice. In conferring, the Challenging
Party must explain the basis for its belief that the confidentiality designation was not proper and
must give the Designating Party an opportunity to review the designated material, to reconsider the
circumstances, and, if no change in designation is offered, to explain the basis for the chosen
designation. A Challenging Party may proceed to the next stage of the challenge process only if it
has engaged in this meet and confer process first or establishes that the Designating Party is
unwilling to participate in the meet and confer process in a timely manner,

6.3 Judicial Intervention. If the Parties cannot resolve a challenge without court
intervention, the Designating Party shall file and serve a motion to retain confidentiality within 21
days of the initial notice of challenge or within 14 days of the parties agreeing that the meet and
confer process will not resolve their dispute, whichever is earlier. Each such motion must be
accompanied by a competent declaration affirming that the movant has complied with the meet and

confer requirements imposed in the preceding paragraph. Failure by the Designating Party to make
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(PROPOSED) PROTECTIVE ORDER No. CGC15-54724627
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‘PATRON & SuLLAVAN LLP
PURASANYON, CA,

such a motion including the required declaration within 21 days (or 14 days, if applicable) shall
automatically waive the confidentiality designation for each challenged designation. In addition, the
Challenging Party may file a motion challenging a confidentiality designation at any time if there is
good cause for doing so, including a challenge to the designation of a deposition transcript or any
portions thereof, Any motion brought pursuant to this provision must be accompanied by a
competent declaration affirming that the movant has complied with the meet and confer
requirements imposed by the preceding paragraph.

The burden of persuasion in any such challenge proceeding shall be on the Designating
Party. Frivolous challenges, and those made for an improper purpose (¢.g., to harass or impose
unnecessary expenses and burdens on other parties) may expose the Challenging Party to sanctions.
Unless the Designating Party has waived the confidentiality designation by failing to file a motion to
retain confidentiality as described aboye, all parties shall continue to afford the material in question
the level of protection to which it is entitled under the Producing Party’s designation until the court
rules on the challenge,

7 ACCESS TO AND USE OF PROTECTED MATERIAL

7.1 Basic Principles. A Receiving Party may use Protected Material that is disclosed or
produced by another Party or by a Non-Party in connection with this case only for prosecuting,
defending, or attempting to settle this litigation. Such Protected Material may be disclosed only to
the categories of persons and under the conditions described in this Order. When the litigation has
been terminated, a Receiving Party must comply with the provisions of section 13 below (FINAL
DISPOSITION).

Protected Material must be stored and maintained by a Receiving Party at a location and ina
secure manner that ensures that access is limited to the persons authorized under this Order.

7.2 Disclosure of “CONFIDENTIAL” Information or Items. Unless otherwise ordered by

the court or permitted in writing by the Designating Party, a Receiving Party may disclose any
information or item designated “CONFIDENTIAL” only to:
(a) the Receiving Party’s Outside Counsel of Record in this action, as well as employees

of said Outside Counsel of Record to whom it is reasonably necessary to disclose the information for

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No. CGC15-547246

(PROPOSED) PROTECTIVE ORDER.eC mo NR HW Rh we De

PP YP Nh Be NM Rm me om
& a FSS 8 FSF Fk RRFARESEE ES

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this litigation and who have signed the “Acknowledgment and Agreement to Be Bound” that is
attached hereto as Exhibit A;

(b) the officers, directors, and employees (including House Counsel) of the Receiving
Party to whom disclosure is reasonably necessary for this litigation and who have signed the
“Acknowledgment and Agreement to Be Bound” (Exhibit A);

(c) Experts (as defined in this Order) of the Receiving Party to whom disclosure is
reasonably necessary for this litigation and who have signed the “Acknowledgment and Agreement
to.Be Bound” (Exhibit A);

(d) the court and its personnel;

(e) court reporters and their staff, professional jury or trial consultants, mock jurors, and
Professional Vendors to whom disclosure is reasonably necessary for this litigation and who have
signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A);

(f) during their depositions, witnesses in the action to whom disclosure is reasonably
necessary and who have signed the “Acknowledgment and Agreement to Be Bound” (Exhibit A),
unless otherwise agreed by the Designating Party ot ordered by the court. Pages of transcribed
deposition testimony or exhibits to depositions that reveal Protected Material must be separately
bound by the court reporter and may not be disclosed to anyone except as permitted under this
Protective Order.

(g) the author or recipient of a document containing the information or a custodian or

other person who otherwise possessed or knew the information.

8. PROTECTED MATERIAL SUBPOENAED OR, ORDERED PRODUCED IN OTHER

LITIGATION

Ifa Party is served with a subpoena or a court order issued in other litigation that compels
disclosure of any information or items designated in this action as “CONFIDENTIAL,” that Party
must: :

(a) promptly notify in writing the Designating Party. Such notification shall include a
copy of the subpoena or court order;

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(PROPOSED) PROTECTIVE ORDER. No. CGC15-547246,28

PATTON & SULUIVANLLP
PLEASANTON, CA,

(b) promptly notify in writing the party who caused the subpoena or order to issue in the
other litigation that some or all of the material covered by the subpoena or order is subject to this
Protective Order. Such notification shall include a copy of this Protective Order; and

(c) cooperate with respect to all reasonable procedures sought to be pursued by the
Designating Party whose Protected Material may be affected.

If the Designating Party timely seeks a protective order, the Party served with the subpoena
or court order shall not produce any information designated in this action as “CONFIDENTIAL”
before a determination by the court from which the subpoena or order issued, unless the Party has
obtained the Designating Party’s permission. The Designating Party shall bear the burden and
expense of seeking protection in that court of its confidential material — and nothing in these
provisions should be construed as authorizing or encouraging a Receiving Party in this action to
disobey a lawful directive from another court.

9. ANON-PARTY’S PROTECTED MATERIAL SOUGHT TO BE PRODUCED IN THIS

LITIGATION
(a) The terms of this Order are applicable to information produced by a Non-Party in this
action and designated as “CONFIDENTIAL.” Such information produced by Non-Parties in
connection with this litigation is protected by the remedies and relief provided by this Order.
Nothing in these provisions should be construed as prohibiting a Non-Party from seeking additional
protections.
(b) In the event that a Party is required, by a valid discovery request, to produce a Non-
Party’s confidential information in its possession, and the Party is subject to an agreement with the
Non-Party not to produce the Non-Party’s confidential information, then the Party shall:
(1) promptly notify in writing the Requesting Party and the Non-Party that some or
all of the information requested is subject to a confidentiality agreement with a Non-Party;
(2) promptly provide the Non-Party with a copy of the Protective Order in this
litigation, the relevant discovery requesi(s), and a reasonably specific description of the information
requested; and

(3) make the information requested available for inspection by the Non-Party,
9.

(PROPOSED) PROTECTIVE ORDER No. CGCIS-5472461
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(c) Ifthe Non-Party fails to object or seek a protective order from this court within 14
days of receiving the notice and accompanying information, the Receiving Party may produce the
Non-Party’s confidential information responsive to the discovery request. If the Non-Party timely
seeks a protective order, the Receiving Party shall not produce any information in its possession or
control that is subject to the confidentiality agreement with the Non-Party before a determination by
the court. Absent a court order to the contrary, the Non-Party shall bear the burden and expense of
seeking protection in this court of its Protected Material.

10. UNAUTHORIZED DISCLOSURE OF PROTECTED MATERIAL

Ifa Receiving Party learns that, by inadvertence or otherwise, it has disclosed Protected
Material to any person or in any circumstance not authorized under this Protective Order, the
Receiving Party must immediately (a) notify in writing the Designating Party of the unauthorized
disclosures, (b) use its best efforts to retrieve all unauthorized copies of the Protected Material, (c)
inform the person or p