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29 September 2006 Mr. Robert C. Ironsmith Economic Development Director City of Dunedin P. O. Box 1348 Dunedin, FL 34697-1348 Re: Development Submittal

Dear Robert: The development team of Transwestern and Chesapeake Companies are pleased to submit our development proposal for the Dunedin Gateway for your consideration. Our development incorporates these features:

A. Mixed use development with a gourmet market component. B. 70,000 sf of retail/office including the market. C. 120 residences focused towards the workforce rental market which will be converted to ownership at a later date. D. Buildings will be oriented to both Skinner Boulevard and Main Street. E. Cooper Johnson Smith are the project architects and have designed a building style in keeping with the design goals of Dunedin. Other members of our team include Diamondback Engineering, PBSJ, and Lighthouse Creative. We look forward to meeting with you and the City to discuss our concept in detail. Sincerely, Greg Hughes

Rob Bagguley

Chesapeake Atlantic

Transwestern


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SUBMISSION CHECKLIST

PROPOSAL REQUIREMENTS X

Statement of Participation Letter

DEVELOPMENT PROPOSAL: X X X X X X X

Preliminary Concept Plans Perspective renderings, elevations, sections, Architectural renderings detailing style Narrative on development concept and market Project budget Proposed Performance Guarantee Purchase offer price for Gateway Tract

STATEMENT OF QUALIFICATIONS X X X X X

Section 1 – Project Development Team Section 2 – Applicant Background Information Section 3 – Development Experience Financial Capability Financial Qualifications


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September 20, 2006 Mr. Robert C. Ironsmith Economic Development Director City of Dunedin P. O. Box 1348 Dunedin, FL 34697-1348 Re: Statement of Participation Dear Mr. Ironsmith: Per our discussion last week, Transwestern and Chesapeake Companies will participate in the Request for Developer Qualifications and Proposed Development Plan for the Gateway Tract. Transwestern and Chesapeake have replaced Ranmar Development as the co-developers. We understand the submittal deadline for proposals is September 29, 2006. Additionally, we have read and understand the requirements of the proposal process. This notice signifies our acceptance of the terms and conditions for the submission of proposals. We will endeavor to satisfactorily answer all your requirements. Sincerely,

Jeffrey Blydenburgh Lighthouse Advisors

Gregory Hughes Chesapeake Companies


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DEVELOPMENT PROPOSAL 1

Preliminary site plan at the scale of 1” = 50’2

Skinner Boulevard elevation

Site plan

main street elevation


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3. the development concept and the current market. In our review of Dunedin generally and the Gateway site specifically, we agree with the City’s opinion regarding the potential uses for the site. In response to the market, our proposal includes four primary elements: • • • •

Market rate and work force apartments Commercial retail fronting on Main Street Office space fronting on Skinner Boulevard Structured parking for the development with surplus spaces for adjacent users

Our proposal envisions a three story structure, with retail on the ground floor fronting on Main Street and Skinner Boulevard and apartments on the second and third floors. This building scale is in keeping with the density of Dunedin and the retail spaces on the ground floor will provide additional locations for the City’s expanding restaurant market. A significant part of our plan is a 20,000 sf space for a gourmet food market. The market includes an off-street loading and service area. The proposed design has 120 apartments ranging in size from 750 Sf to 1,200 SF. This meets the City’s zoning requirement of 30 units per acre. Our intent is to make all the unit workforce affordable units; to achieve this goal, we propose to increase the density to 40 units per acre. The residences will have convenient structured parking, lobbies on both Main and Skinner, and a roof terrace that includes a community pool and private gardens. The eclectic character of Dunedin’s architecture guides the design of Dunedin Gateway. Another major feature is protected outdoor areas including arcades at the retail stores and covered terraces for the apartments.


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Proposed development schedule

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project budget

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financing strategy and expected equity needed to finance the property. It is projected that the Development Team will invest between 10% and 20% of the equity required for the development project to commence. The remaining capital will be provided by institutional partners, construction lenders, and permanent lenders in amounts sufficient to fully capitalize the development, lease-up and stabilization of the multiple phases of River Hills. The specific sources of capital will not be identified until the project has been designed and approved by the City of Temple Terrace with full authorization to proceed. Sources of capital include equity partners such as: ING, Clarion, Northwestern Mutual, TIAA/CREF, Metropolitan Life and Prudential. Sources of construction financing will be obtained from nationally active relationship banks which may include LaSalle Bank, JP Morgan/Chase, Wells Fargo, Bank of America, Wachovia, and others that the Development Team has been successful in obtaining financial commitments for projects of the magnitude and duration as River Hills.

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PURCHASE PRICE. The developer is willing to pay up to the City’s proposed asking price . The amount is dependent on future approval of the project by the City, confirmation of all construction costs, and approved tenant leases.

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N/A


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PERFORMANCE GUARANTEE:

29 September 2006 ith Mr. Robert C. Ironsm t Director en m Economic Develop City of Dunedin din, FL 34697-1348 P. O. Box 1348 Dune ance

Re: Developer Perform Dear Robert:

since 1978 proper ty management d an g sin lea nt, me tive in develop stern, Inc . has been ac ocess. de proposed. Transwe e developments in pr tat es 00M of real $5 er ov s ha y ntl rre and cu venture with s development in joint thi ke rta de un ll wi ipals of the ment Team d reserves. The princ ted that the Develop an s ipa rce tic ou an is res It al pit ional ca this type and rtner providing addit ntures for projects of pa ve y nt uit joi eq ing l na tur tio uc str titu an ins rience in transactions stern has structured over 25 years of expe we ve ns ha p Tra ou om Gr wh nt th me wi lop Deve ral Electric, partners l Benefit Fund, Gene titutional joint venture ica ins ctr l tia Ele l ten na Po tio . Na de itu magn dential, the Advisors/Blackrock, Pru include: SSR Realty TIAA/CREF. Metropolitan Life and of pre-leasing costs and the amount nt me lop ve de al tot ement will ndent upon cted the equity requir pe ex structure will be depe is al it pit g, ca sin e ea Th e-l pr nt Team will ith strong osed, the Developme op ction commences. W pr tru n ns tio co ac e ns for tra be d the ne obtai nt costs. In % of total developme e this development. range between 10-30 y required to complet uit eq the of % 20 d an contribute between 10

Sincerely, Rob Bagguley

n

gio President, Midwest Re


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STATEMENT OF QUALIFICATIONS SECTION 1 PROJECT DEVELOPMENT TEAM

1. DEVELOPER Representative: Title: Firm Name: Address: Telephone: Email Responsibility:

Rob Bagguley President, Midwest Region Transwestern 200 West Madison Street, Suite 3300Chicago, IL 60606 312.881.7001 robert_bagguley@ transwestern.net Project development, property management, equity

Robert, prior to his current position as Transwestern’s President of the Midwest Region was leader for the national Transwestern portfolio of asset management comprising 90 million square feet. He joined Transwestern in 2000 after serving as senior managing director with Cushman & Wakefield, Inc. with responsibility in the Midwest and Western United States. He was also involved in facilitating development consulting and corporate representation for clients such as General Electric Corporation in Asia Pacific. During this time-frame he consulted to the ownership of Taipei 101, which is one of the three largest commercial office/retail/parking structures in the World. Previously, Robert was founder and CEO of Rubicon Property Services in San Francisco, California where he represented the real estate interests for many clients who domiciled in Asia, Canada, Britain and the United States. Highlights included representation for the public/private ownership and development of Jack London’s Waterfront in Oakland, California, a mixed use civic, retail, and office development. He also consulted to the City of Vallejo on the BRAC conversion and integration of the former Mare Island Naval Yard and its subsequent conversion through residential and industrial development. In 2003/4, Robert acted as Development Project Executive for the public/private development of The Glen Town Center in Glenview, Illinois, a mixed-use, lifestyle development comprising 450,000 rsf of retail, 180+ units of rental apartments, two parking structures and a 10 screen cinema complex.


Dunedin 2. CO-DEVELOPER Representative: Title: Firm Name: Address: Telephone: Email Responsibility:

Gregory Hughes President Chesapeake Companies 100 West Kennedy Blvd, #400 Tampa, FL 33602 813.228.8016 hughes@chesatlantic.com Project development, local principal

G at e way Gregory L. Hughes is the President and Chief Executive Officer for Chesapeake Companies and has been in real estate acquisitions, brokerage and development since graduating from Southern Methodist University in Dallas in 1987. He began his career as a 22-year-old – one of the nation’s youngest brokers – at Cushman & Wakefield’s Boca Raton office. His focus was office leasing and financial services, particularly sale-leaseback transactions through leveraged buyouts. His clients included Golden Bear Enterprises,Triangle Industries, Straub Capital Corporation, Paychex, Bank of Boston and Smith-Barney. He initiated various build-to-suit projects, including site selection and development for several Federal Express facilities across South Florida. He also structured a sale-leaseback transaction for the Rinker Industries / CSR corporate headquarters. He left Cushman & Wakefield in 1989 to join Foley Capital Corporation in West Palm Beach and formed Chesapeake in early 1997. Within four years Chesapeake acquired and redeveloped a total of two million square feet with the capacity of another three million square feet for purposes of development.


Dunedin 3. ARCHITECT Representative: Title: Firm Name: Address: 33602 Telephone: Responsibility

Don Cooper Principal Cooper Johnson Smith 102 South 12th Street, Tampa, FL 813 273 0034 Project architect

Much of our firm’s design reputation is based on the success of our residential work, and most of our clients come to us through word of mouth referrals. To date we have designed over thirty houses for clients in the internationally acclaimed Florida Panhandle resort town of Seaside, and have recently designed homes in Watercolor, Rosemary Beach, Alys Beach and Bon Secour Village. In addition, we have designed a large number of custom homes throughout the state of Florida, primarily in the Tampa Bay region. We also have experience with town planning, resort, mixed-use and multi-family projects involving extensive site planning and design issues. Marriott’s Summit Watch at Park City, Utah, is a significant mixed-use project consisting of 135 resort units and 50,000 SF of mixed-use commercial space. A recently completed project, Bradenton Village, is a HOPE VI-funded infill project for the Bradenton Housing Authority and Telesis Corporation to whom we provided architectural and planning services. In addition to the public design charrette, our firm developed the master plan and completed full architectural services for Phase 1, which includes 164 units of townhouses and street flats, a child-care center, and a community center. In 2003, our proposal for FishHawk Town Center & Neighborhoods for Newland Communities won the “Community Design Award of Excellence” awarded by The Hillsborough County Planning Commission. We are currently working on the Village Center, Beach Club, Yacht Club, and various other buildings at Little Harbor on the shores of Tampa Bay in south Hillsborough County. Our firm has extensive experience in educational and institutional architecture. We have completed numerous projects for Hillsborough County Public Schools, ranging from completely new campuses to renovations and additions. Our $15 million dollar Master Plan for the Academy of the Holy Names in Tampa has recently been completed. This project includes 46,500 SF of new construction, 35,000+ SF of renovation, new aquatic center, new media center, new student center, new

G at e way specialized classroom facilities, new pedestrian bridge, new athletic fields, renovated classroom wings, and renovated campus grounds. Our firm was selected by the Walt Disney Corporation and the Nature Conservancy to provide services for their Conservation Learning Center at the Disney Wilderness Preserve in central Florida. The project has drawn national attention as an outstanding example of sustainable building practices and was recently honored with a 2003 American Institute of Architects Florida Design Award. Much of our recent work includes commercial, office and mixed-use projects such as: The Meridian, a six-story loft building in the Channel District of Tampa and The Verano, a mid-rise condo project with townhouses wrapping a parking garage in Hyde Park. Mixed-use buildings with residential over commercial space have been designed in Longleaf, a new town in Pasco County, and in Hubbard’s Marina in Pinellas County. Cooper Johnson Smith Architects is dedicated to the creation of environments that provide a meaningful sense of place. Our work endeavors to reunite architecture with the art of town-making. Our vision for individual buildings draws upon our principles of urbanism. Our master planning projects benefit from our architectural expertise and attention to detail, from the regional perspective to individual buildings on the street. We fully embrace and practice the principles of the Charter for the New Urbanism. Our firm’s architectural projects cover a wide spectrum and allow us to design all of the necessary elements of a traditional town. We have designed over thirty cottages, townhouses and civic structures in the resort town of Seaside, FL and are presently designing houses in nearby Rosemary Beach, Watercolor, and Aragon. These Traditional Neighborhood Developments (TND’s) have allowed us to gain a working knowledge of the interdependent relationship between urbanism and architecture. We have been involved with a variety of planning projects including: new greenfield development, HOPE VI redevelopment, and urban infill. Recently, we have completed Phase I of Bradenton Village, which is a HOPE VI-funded redevelopment of a federal housing project in a first-ring suburban neighborhood outside of downtown Bradenton, FL. We designed the overall 39-acre master plan, townhouse prototypes (164 units), a Community Clubhouse, and other recreational structures associated with the community center. Another prominent master plan we designed is FishHawk Town Center in southeast Hillsborough County, outside of Tampa, FL. This 3910-acre project included a mixed-use town center with a market square and a civic green anchoring either end of the main street. On the periphery of the town center, four self-sufficient neighborhoods were designed with greenbelts defining their edges, and smaller public open spaces and civic buildings at their centers to create a meaningful civic life. This project won the Community Design Award of Excellence from The City of Tampa-Hillsborough County Planning Commission in 2003. Our location in the Tampa Bay region of Florida has many excellent examples of traditional architecture and urbanism to experience as our firm encourages the practice of research and documentation by drawing, measuring and photographing. This valuable research helps educate the members of our firm and, in turn, contributes to the quality of our work.


Dunedin RETAIL DESIGNER Representative: Title: Firm Name: Address: Telephone: Responsibility

Chris Miles Principal Lighthouse Creative Orlando Avenue, Winter Park, FL 32789 407-578-5481 Retail design, placemaking

G at e way Location of projects: • CityWalk is on Kirkman Rd and I 4, Orlando. HOK was the shell and core architect, also responsible for urban-scape and some facades. Miles- Design director. • Las Rozas lies to the north east of the capital Madrid in Spain. HOK was planner and design architect Miles–Design Director. • Kungens Kurve lies in the south-west outskirts of Stockholm, Sweden. HOK was planner and design architect, Miles-design director. • Can Drago lies in the Nova Barris district to the north east of Barcelona HOK was planner and design architect. Miles-Design director • Wolfsburg is an entire city in Lower Saxony, Germany. HOK was planner and creative vision designer. Miles- Design Director and Project Principal. LHC upholds to the notion of new urbanism. Although the retail projects represented above are for the younger generation and do not represent Mediterranean characteristics, its recent planning work at Islamorada and Clearwater, Florida, demonstrate a ‘spirit of space’ that is accomplished by a careful and sensitive placement of architecture, and of form and respect of the local architectural vernacular. In Florida, in particular, Lighthouse Creative, Inc. has seen success in hotel and resort development, most recently sharing the master planning and conceptual design of the majority of the Cay Clubs in the Florida Keys, Sarasota and Clearwater, as designer to the Kessler Collection on a component of the new Grand Bohemian Hotel in St. Petersburg, in Tampa for the Glazers on a large unannounced project, and for museums in Collier County and Martin County. Overseas it lists European Airbus EADS, Daewoo of Korea, Real Madrid of Spain, and the City of Shanghai Planning Authority, among its recent clients.

Lighthouse Creative is a Florida registered planning and design firm specializing in the development of leisure and entertainment-retail destinations. It undertakes the majority of its work for private clients, although city-led projects lie within its portfolio. The firm is four and a half years old, founded as an S Corporation by owner-architect Chris Miles. Mr. Miles was formerly the Senior Vice President of several major national firms at different times in his career; firms that include HOK Studio E, URS Greiner, Landmark and HHCP Architects. He has been the design principal or design director for all of the above, involved with medium to large scale projects and totaling the design of in excess of 16 million sq ft of retail and over $2.5 billion worth of total construction. He has more than forty-years of individual experience worldwide. Lighthouse Creative, Inc (LHC) operates a design studio employing a number of technical and creative staff from its Orlando base, but is also able to put together large teams related in proportion to project size and complexity through its extensive network of professionals, and its excellent electronics. With technology it can design, field and manage creative resources, developing several projects at one time. Since its inception it has handled more than sixty-design assignments in the fields of entertainment-retail, hotel, resorts, parks, marinas, museums and attractions. Several of these are in the $100 million + range. Lighthouse Creative, Inc, has extensive knowledge and skills in city planning. Miles has spearheaded planning assignments in London, Durban, Cape Town, Orlando, Eustis, Hamburg and Wolfsburg. Miles led the creative planning commission for the two-year Wolfsburg city master plan, the Wolfsburg Erlebniswelt program that was adopted as the city directive in 2000. Miles, when at HOK, was the design director responsible for MCA Universal Studios CityWalk in Orlando, and for all the built Heron City projects in Europe, that include the constructed Can Drago in Barcelona, Las Rozas in Madrid, and Kungens Kurve in Stockholm. CityWalk was executed in 1996-98, Las Rozas in 97-99, Can Drago and Kungens Kurve a year later. All have construction values in excess of $30 million.

Also working on Temple Terraces LHC team, if selected, will be Victor Viso, a Venezuelan born architect. Mr. Viso has been with Lighthouse Creative, Inc. for two years and acted in a senior designer role. His knowledge of Cadd, Sketch Up and other drawing and rendering applications enables LHC to produce clear and precise work, at the same time provided in a creative manner. Designer Nikole Helmers, who has a graphic background is also an important member of the LHC team, adding a female’s touch to design. Finally, Lighthouse works closely with its sister firm Lighthouse Advisors in Tampa. Although not connected financially the two firms share each other’s creative and management assets. As former colleagues in the same firm there is a familiarity of purpose and ease of relationship. Above all LHC is a team player and happy to play a small contributory part of this important Temple Terrace project.


Dunedin 4. STRUCTURAL/CIVIL ENGINEERING / LANDSCAPE ARCHITECTURE Representative: Title : Firm Name: Address: Telephone: Responsibility:

Ben Rudolph Sr.Vice President PBSJ Cypress Avenue, Tampa Fl (813) 282-7275 Principal

Supporting PBS&J’S national architecture practice is an extensive network of in-house civil, structural, mechanical, and electrical engineers. Integrating our engineers with our architectural staff facilitates early collaboration and coordination between these critical disciplines. As a result, the impacts of various options are evaluated and valueengineered throughout the evolution of the design. PBS&J’s Architectural Engineering group, an intrinsic part of the Architecture Division, develops creative, efficient and cost-effective systems to meet the technological and functional needs of our clients through several methods including computerized engineering programs and energy analysis. While our designs may be award-winning, we know that it is our project delivery process that has allowed us to develop an extensive list of satisfied and repeat clients. The key element in our management approach is continuity. The project manager follows a project from inception through completion. Their demonstrated leadership and frequent interaction with the project team results in precise communication and increased quality control. Our hands-on management style keeps all our staff fully engaged in the design process, and gives each individual endless opportunity to enhance their expertise. PBS&J’s engineering department personnel has more than 35 years of individual experience in providing engineering services for various types of facilities including:

G at e way universities, schools, office buildings, hospitals, dormitories, parking garages, theaters, detention facilities, airports, marinas, wastewater treatment plants, pump stations, solid waste facilities, apartment buildings, military facilities, parks and recreational facilities, port terminals, food markets, department and retail stores, shopping centers, rapid transit facilities, toll facilities, movable bridges, building re-certifications, value engineering, design-build projects, energy audits, retrofit evaluations, due diligence reports (field inspection of existing buildings), parking lot lighting, and roadway lighting. Our clients represent industries from both the public and private sectors. PBS&J is dedicated to the advancement of structural engineering. Our goal is to work cooperatively with all disciplines of the design team to produce the most efficient solution. We pay particular attention to the relation of architectural features to the structural configuration, and to the integration of MEP systems. Collaborative dialog within the project team creates solutions where the whole is greater than the sum of the individual parts. PBS&J’s expertise include implementation and commissioning of new and retrofitted installations, evaluation and retrofitting energy systems, design and retrofitting of automatic temperature controls, and energy management and building management systems. PBS&J also has extensive experience designing and operating ice storage systems. PBS&J has successfully completed projects of all types and sizes with construction budgets as low as $50,000 and as large as $300,000,000. Most of our largest clients such as Florida’s Turnpike Enterprise, Florida Department of Transportation (FDOT), Publix, U.S. Coast Guard, Miami-Dade County Public Schools (M-DCPS), and Miami-Dade College are repeat clients that PBS&J has served for several years. Our knowledge of the latest software and cutting edge technology, more than 35 years of experience, and the manpower of a 3,900 employee-owned firm qualifies us for all of FAU’s electrical/mechanical engineering needs.

Our staff is committed to providing the highest quality services. We utilize a team approach, providing comprehensive design solutions that accommodate the most difficult conditions at a reasonable cost. PBS&J maintains a standard of excellence through quality staff, state-of-the-art equipment, and the latest drafting and structural engineering programs.


Dunedin 4. MEP ENGINEERING Representative: Title : Firm Name: Address: Telephone: Responsibility:

Robert Tintera President Diamondback Cypress Avenue, Tampa Fl (813) 282-7275 Principal

Diamondback Engineering, Inc. is a multi-discipline mechanical and electrical consulting engineering firm. We were incorporated in September 2003 by Mr. Michael Womack, Robert Tintera and Ralph Elenbaum. Our office is centrally located in the city of Tampa. Diamondback Engineering, Inc. serves clients throughout Florida and the Southeastern United States.

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Our company focus is to provide the best possible engineering design and to work efficiently and effectively with our clients and team members. Because we are owned and managed by professional engineers we understand the importance of all aspects of a project including schedule, budget and value. Our design professionals have over 45 cumulative years of engineering design experience. This experience has allowed us to observe how our engineering designs perform over a period of time so that we can determine systems that work best and achieve our clients’ goals within their budget for a given project. Our principals are very active in all projects from inception through construction. Qualified and experienced engineers provide continuity for the project from schematic design and evaluations through bidding, negotiating and final construction punch-list and warranty inspections. Engineering services we provided include heating, ventilation and air conditioning, plumbing systems, electrical systems, fire protection, life safety, building and site lighting, energy management, and building automation design. We also have significant experience in due diligence inspections, system analysis, studies and reports, peer reviews and construction inspections.

G at e way Diamondback Engineering services in electrical systems design encompass not only basic power and lighting systems in buildings, but also high-voltage distribution, power generation (both auxiliary and emergency) and lightning protection systems.

FIRE PROTECTION SERVICES Early fire detection, fire alarm and suppressive systems have become necessities for most projects. Diamondback’s engineers have experience with standard wettype, chemical, pre-action, and dry sprinkler systems, and with both stand-alone and computer-based fire alarm systems. Alarm system design is based not only on code requirements, but also on building function and occupancy parameters.

BUILDING AUTOMATION SERVICES A properly designed building automation system greatly benefits an owner/operator by lowering the cost and increasing the efficiency of building operations. Such a system integrates many building control and monitoring functions into computerbased management and control systems. Life safety, fire alarm, security, and mechanical systems can all be controlled and monitored through a central console. Modern distributed direct digital control makes today’s building automation systems far more reliable than the systems of a few years ago.

DIAMONDBACK’S ENGINEERING TEAM Principals

Electrical Engineers/Designers

Michael Womack, P.E. President/Sr. Electrical Engineer mwomack@dbackeng.com

Chris Salvo Electrical Engineer

Robert Tintera, P.E. Vice President/Sr. Mechanical Engineer rtintera@dbackeng.com Ralph Elenbaum Vice President/Sr. Electrical Engineer relenbaum@dbackeng.com

MECHANICAL SYSTEMS SERVICES System selection is a critical aspect of the design process. Diamondback Engineering performs an analysis of each system to determine what will best serve the client’s needs while minimizing the initial and operating cost. Diamondback Engineering services in mechanical design include building HVAC and plumbing systems. ELECTRICAL SYSTEMS SERVICES

Jr. Designers/Cadd Operators James Simpson Mechanical Ben Price Electrical

Mechanical Engineers/Designers As part of our commitment to provide first quality engineering services, Diamondback Engineering utilizes computer software to provide various engineering systems analysis and AutoCAD to produce construction documents. A thorough knowledge of codes, cost considerations, and maintenance aspects is emphasized and applied to all system designs.

Deborah Borden Electrical Designer

Morrison Cabonilas Mechanical Engineer Deborah Adams Mechanical Designer Terry Ely Plumbing Designer


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5. ATTORNEY Representative: Robert Stern Title: Partner Firm Name: Trenam Kemker Address: Tampa, Florida Telephone: Rob Stern joined the firm in 1990 and has been a Shareholder since 1997. His practice areas include commercial real estate, lending and financial services, development, environmental and land use. He graduated from the University of Florida in 1986 with a BS in business administration. He earned his JD with honors in 1990 from the University of Florida, where he was senior editor of the Florida Law Review. He was president of the Florida Blue Key in 1986. Rob was president of the Young Lawyers Division of the Hillsborough County Bar Association from 1996-97. He currently is chairman of the Goodwill Industries board and is a member of the American Bar Association’s Real Property, Probate and Trust Law Section. He was also president of the Tampa Gator Club from 1995-96. Practice Area: Real Estate and Lending Transactions Additional Practice Areas: Commercial, Resort and Residential Development Environmental Permitting Real Property Transactions and Investments Zoning, Land Use and Growth Management Education: University of Florida College of Law (J.D. with honors) University of Florida (B.S. in Business Administration) Bar Admissions: Florida Honors & Distinctions: AV Rated by Martindale Hubbell Board Certified Real Estate Attorney Florida Super Lawyers 2006

Trenam Kemker has a depth and breadth of experience not typically found in local or regional law firms and that experience allows us to serve clients in a broad range of industries and professions as well as a range of sizes from start-ups to publicly traded companies. When complex legal issues arise, we’re able to provide fully integrated solutions, proactively bringing members of various practice areas together to address client issues. For example, in a merger or acquisition transaction we would not only include our corporate and business transactions attorneys, but would also include


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6. LEASING AGENT Representative: Bruce Koniver Title: Partner Firm Name: Koniver Stern Group Address: Miami Florida Telephone: Area of Responsibility: Leasing Mr. Koniver grew up in Miami Beach. He graduated from University of Miami with a Bachelor of Business Administration Degree. Accepted positions at Jordan Marsh where he worked for two years before accepting a position with Saks Fifth Avenue where he held Senior Management positions for fourteen years. He has been in the shopping center business for twenty-four years and has managed and leased large mixed-use centers. Currently a partner at his firm Koniver and Stern Group. Projects (Local) As part of the local projects Mr. Koniver was in charge of the lease concept of Old Hyde Park Village from conception (1982) until 1995. He was also responsible for bringing some of the best names in retail to the Tampa market at OHPV. Koniver and Stern presently represent some of the best names in retail (Banana Republic, Kenneth Cole, Williams-Sonoma, Washington Mutual, Zales, Emeril Lagasse, Wolford, Louis Vuitton, Whole Foods Market, Starbucks Coffee and Mr. Chow, etc.), representing almost 2,000,000 sq. ft. of space in Florida, Georgia, and California. See list of Tenants that are represented on an exclusive basis in supporting company information. Affiliations Bruce has chaired and participated in panel discussions regarding mixed use properties at the ICSC conventions in Orlando, Atlanta and Scottsdale. Member of the ICSC and Miami Beach Chamber of Commerce.

CLIENT LIST: Adler Development American Apparel Bally Total Fitness California Pizza Kitchen Carter’s Casselberry Square Centrum Development City of Miami Beach Cobblestone Plaza Cuba Libre Damiani Deerfield Commons Developers Diversified Downtown Davie Emeril’s Fleming’s Steakhouse Forum Development Group Forum Ashley Park Forum Augusta Forum Carlsbad Forum Peachtree Parkway Forum Sunnyvale Great Florida Bank Hear Music

Hooters J. Alexander’s Mary Brickell Village Maui Nix Metropolitan Miami Morelli’s Gelato Mr. Chow Oceanaire Seafood Room Pasha’s P.F. Chang’s China Bistro Pinnacle Housing Pottery Barn Regal Entertainment Roy’s Starbuck’s Coffee Co. The Shops at Midtown Miami Uno Chicago Grill West Elm Whole Foods Williams Sonoma Wolford Hosiery Zales Fine Jewelry Outlet


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7. POTENTIAL DEVELOPMENT TEAM Major accomplishments

Representative: Title: Firm Name: Address: Telephone: Responsibility:

Pete Karamitsanis President Lighthouse Advisors 2910 Bay to Bay Boulevard, Tampa, Fl 33629 813 349 1324 Development Management

Representative: Title: Firm Name: Address: Telephone: Responsibility:

Jeffrey Blydenburgh Principal Lighthouse Advisors 2910 Bay to Bay Boulevard, Tampa, Fl 33629 407 399 1296 Design Management

• Strategically positioned and marketed market focused practices in aviation and resort/entertainment/retail. • Directed over $5 billion in construction value in a variety of complex projects, all within budget and on schedule, without any legal disputes or litigation. • A strong and effective negotiator, he has devised successful negotiating strategies and achieved favorable outcomes for his clients. Education University of Michigan • Bachelor in Architecture, 1973 • Master in Architecture, 1974 (with Distinction) • Doctoral Candidate in Architecture, 1979 (Health Care and Gerontology) Professional Registrations • Architect, Michigan, 1983 • Architect, NCARB, 1984 • Architect, Florida, 1984

Pete Karamitsanis has twenty five years of experience in the building design and construction industry in a variety of positions: Founder of his own Advisory Firm, Chief Administrative Officer for a major architectural firm, Designer, Senior Project Manager, Senior Advisor and Project Principal on significant projects for major architectural and construction management firms.

A registered architect since 1977, Jeffrey Blydenburgh provides design management, project facilitation, community planning, and strategic visioning services to a broad range of private and public clients. He has been a principal with Lighthouse Advisors since its beginning in 2001. Blydenburgh’s primary focus within the Lighthouse organization is to build a strong, collaborative relationship between the client and the design team.

He has extensive experience in marketing, client advocacy, scope & fee development, management of project schedules & budgets, consultant selection & contract negotiations, design & construction oversight and dealing with zoning & building departments. He has hired, organized and directed multidisciplinary teams and guided the development of web-based project management and communication tools. As a Client Advisor, Pete has guided the development of several strategic asset management plans, real estate growth and disposal strategies, facility use, repositioning and crises response options, and facility management processes in support of a client’s business objectives, for retail, sports, health care, corporate, government, aviation, cultural/arts and entertainment/leisure clients.

He is currently providing design management and planning services for Kitson and Partners at Babcock Ranch and Grande Champion, and concept design services for multi family projects in downtown Tampa.

Using strong entrepreneurial skills and market focused mindset he successfully established, staffed and directed two general practice offices for HOK and Studio E - HOK’s worldwide entertainment and leisure design division. He is an effective team player with strong ability to develop and communicate vision.

Prior to joining HOK, Blydenburgh was restoration architect for the Los Angeles Redevelopment Agency from 1985 to 1988. In this position, he assisted developers to meet design guidelines to the restoration of their downtown properties. From 1977 to 1985 he was a partner in Beckman Blydenburgh and Associates in Providence Rhode Island. He began his design career with the Research and Design Institute, also in Providence.

Extensively practiced in North America, Europe, the Middle East and India. Born in Greece, immigrated to the United States at age 17, became a U.S. citizen and speaks fluent Greek, English and French.

Career Highlights Jeffrey’s 30 year architectural career has ranged from sole practioner to senior leadership positions at major architectural firms. He was with HOK for ten years and with Pete Karamitsanis and Chris Miles, he founded HOK Studio E, a design studio specializing in placemaking and entertainment design.


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Some of his notable projects include Wolfsburg, Germany Entertainment Master Plan; master plans for Eustis, Florida; Brooklyn Park, Minnesota; American Tobacco redevelopment, Durham, NC; Wiregrass Village, and Wesley Chapel, Florida. He served as project director, principal in charge, and creative team member on major national and international projects, including Universal Citywalk in Orlando; Heron Urban Entertainment Centers in several locations across Europe; repositioning of CocoWalk in Miami; the Syracuse Aquarium; the Culemburg Casino and mixed use development in Cape Town, South Africa; the Abu Dhabi Family Entertainment Center; the Sakhalin Casino in Russia; Buccaneer Cover and Pirate Ship Attraction at the Raymond James Stadium in Tampa and others. Major clients include Kitson and Partners, Murray Goodman, Disney, Sony, Lego, Heron, Constructa, Conservor Corporation of America, and the Tampa Bay Buccaneers. Education • Washington University, St. Louis: MBA 1996 • Rhode Island School of Design, Providence RI: BFA, 1970; B.Arch. 1971 • Pratt Institute Professional Registrations • Architect, Rhode Island 1977 • Architect, Florida, 1999 • National Council of Architectural Registration Boards, 1978

8. POTENTIAL COMMERCIAL TENANTS Koniver and Stern presently represent some of the best names in retail (Banana Republic, Kenneth Cole, Williams-Sonoma, Washington Mutual, Zales, Emeril Lagasse, Wolford, Louis Vuitton, Whole Foods Market, Starbucks Coffee and Mr. Chow, etc.), representing almost 2,000,000 sq. ft. of space in Florida, Georgia, and California. See list of Tenants that are represented on an exclusive basis in supporting company information.


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SECTION 2 APPLICANT BACKGROUND INFORMATION TRANSWESTERN/CHESAPEAKE ATLANTIC 1. Are you a licensed contractor in Pinellas County? No 2. Do you have a City of Dunedin Occupational License? No 3. Have you done business under any other name? No 4. Have you ever had any trade or occupational license revoked or suspended? No 5 Have you ever been refused a surety or performance bond by a bonding company? No 6. Do you have any complaints or legal actions pending against you? No 7. Do you carry liability insurance? Yes 8. professional references

Mr. Michael Szkatulski Mesirow Financial 350 North Clark Street Chicago, IL 60610 (312) 595-7860

JP Morgan Chase 707 Travis Street, 6th Floor Houston, Texas 77002 713.216.4151 Charles Crane charles.f.crane@chase.com Oliver Hatcher Construction 49668 Martin Drive Wixom, MI 48393 248.669.4500 Dan O’Donnell, Senior Project Manager dodonnell@oliverhatcher.com


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SECTION 3: DEVELOPMENT EXPERIENCE DEVELOPMENT TEAM EXPERIENCE TRANSWESTERN

Situation Overview

The Glen Town Center Oliver McMillan & The Village of Glenview Project type: Project size: Location: Glenview Illinois Date started/completed: 1998-2003 Total project cost: $200 million

As part of the national agenda to downsize the U.S. Military, over 100 major bases around the country were closed in the late 1980’s and 1990’s. In 1993, Glenview Naval Air Station (GNAS) was slated for closure. The village of Glenview elected to assume the role of master developer of the entire 1100 acre GNAS property, now known as The Glen. During the first five years, the Village methodically worked its way through the community reuse planning process and the land conveyance process, making a shift implementing the master plan in 1998. Many parcels were sub-divided and sold off to various developers, leaving the heart of the base slated for a new town center which still remained undeveloped.


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G at e way Solution The Village also established a separate entity to manage the development of the Naval Base redevelopment. They assessed the risk associated with a mixed-use urban development while providing incentives and financial support to bring the project to a reasonable risk level in order to attract a developer. As a result, the Village joined Oliver McMillan, a private-sector partner, to focus on the center of the site - The Glen Town Center (GTC). The GTC development presented significant challenges to the development team.The project had approximately 18 months to design, entitle, permit, and construct the major retail parts of the development to allow the retailers to open October of 2003. The complexities of the GTC development also demanded an experienced owner and on-site development management team. With over $200 million of investment as stake for the Village and the developer, Transwestern was retained in 2002 to lead the development team for the entire project. Transwestern acted as the development manager, directing and managing all of the architects and engineers, consultants, five major contractors, municipal staff, utility companies, adjacent property owners, and manage the coordination of thousands of workers to complete this project. In addition to management and scheduling,Transwestern had the responsibility of managing the budget and construction payouts for the lender and partnership in order to meet the financial expectations of the partnership.Transwestern brought together a team with the experience in master planning, code analysis and municipal regulations, TIF funding and conventional private funding, the design and construction experience of many complicated types of buildings, historic rehabilitation, infrastructure, utilities, tenant work, residential interiors, landscaping, lighting and tenant/landlord leasing coordination to implement the project. Results Once the heart of the GNAS, the project grew from a 46-acre tract including the historic control towers and hangar buildings to The Glen Town Center. The GTC is comprised of 475,000sf of retail shopping, 200,000sf of residential rental apartments with underground parking, 500,000sf of townhouses, a 10 screen cinema, 4 structured parking decks, 3 public parks, and all the required Village infrastructure including streets, utilities, landscaping, and lighting. The project represents a unique combination of coordination, public-private partnership, technology and commitment by all parties involved to succeed in completing it both on time and budget.


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CHESAPEAKE Name of project: Highpoint Project type: Project size: Location: Overland Kansas Date started/completed: Total project cost:

In early 2000, Chesapeake Companies purchased 57 acres in the center of Overland Park, Kansas. The acquisition included a 600,000 square foot office building with three existing tenants. Due to a downturn in the office market, plans to build additional office space were not fulfilled. In the fall of 2001, the City of Overland Park opened a new convention center proximately located to the development site. In response to the changing market, Chesapeake decided to reposition the development as an amenity to the new convention center. Solution: The development was redesigned and repositioned as an arena for professional hockey, football, and basketball. In conjunction with the arena, a new and vibrant urban center was added to the development plan. This downtown core includes additional retail, office and residential users of approximately 2 million square feet. The approval process included public/private partnerships with public financing up to $100 million through STAR bonds, TDD, CRA, TIF and tax abatement. Results: The project and public financing have been approved. However, a change in the local political administration has delayed the development. As a result, Chesapeake is revising the development strategy to incorporate retail, office and residential components commensurate with the current market.


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COOPER JOHNSON SMITH:

Bradenton Village Master Plan Bradenton, Florida

Existing Federal Housing at Bradenton Village during routine rainstorm

Existing Federal Housing at Bradenton Village

The existing living conditions of Rogers Garden Park, a federal housing project of the Bradenton Housing Authority (BHA), is one of our nation’s most notorious examples of failed government housing. Single-story barrack-style duplexes graced by flat roofs and clotheslines are flooded annually by routine summer rainstorms. This housing project has been located in one of the most undesirable locations in town isolated and surrounded by noxious industrial uses. In 1992, the US Dept. of HUD created the HOPE VI program to revitalize the nation’s most severly distressed public housing. In 1999, $21.5 million was awarded to the BHA which teamed with Telesis and Cooper Johnson Smith Architects to create the Bradenton Village Master Plan. This 39acre redevelopment TND project, located 1-1/4 miles southeast of Downtown Bradenton, is planned around a new village green and community center which will also serve the adjacent Singletary and Washington neighborhoods. 160 townhouses and flats fill the Rousch Field site as 96 single-family houses will replace the demolished barracks of Rogers Garden Park. Sideyard houses front the Village Green and major thoroughfares, as bungalows and cottages complete the neighborhood general zone and mesh with the existing urban scale of the adjacent neighborhoods. The Village Center serves the surrounding neighborhoods with a Child Care Center, library, and community center, while smaller neighborhood greens have smaller civic structures to provide for recreational and civic needs. A final phase of construction will be devoted to infill housing in the adjacent Washington and Singletary neighborhoods.

Townhouses and street flats on 15th Avenue West (Meeting Street)

Bradenton Village Master

COOPER JOHNSON SMITH


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COOPER JOHNSON SMITH: The Verano Tampa, Florida

Located in the desirable historic neighborhood of Hyde Park in Tampa, Florida, The Verano brings much needed residential living to a primarily office & commercial district adjacent to Downtown Tampa. The scale of this project is complementary to its context, in particular, the historic Gorrie Elementary School to the south and the Friday Morning Musicale to the east.

Site Plan

West Azeele Street Townhouse elevations

This project includes two buildings which define the street edge while concealing parking behind them at the interior of the block. A seven-story condominium building sits atop a two-level parking garage which is hidden behind townhouses. A tree-lined pedestrian promenade separates this 34-unit mid-rise building from 25 three-story townhouses and flats comprising the remainder of the street frontage on the block. The Verano’s architectural language is reminiscent of the Spanish Mediterranean Revival architecture common in Florida in the 1920’s. Davis Islands and Temple Terrace are two neighborhoods nearby which exemplify this renaissance in Tampa during that development boom era.

Perspective of the condominium Building “A” on South Boulevard lined with townhouses at the base.

The Verano

COOPE R JOHNSON SMITH


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G at e way Blueprint Brunswick: Oglethorpe Block Master Plan Brunswick, Georgia The Blueprint Brunswick organization

Blueprint Brunswick: A Development Strategy for the City of Brunswick Brunswick, Georgia

Planning retained PBS&J planners and landscape architects to lead a multi-disciplinary team tasked with the redevelopment of

Planning

two key blocks of downtown Brunswick. PBS&J worked with local civic leaders, City staff, and Blueprint Brunswick staff to design a realistic plan that can be implemented over several years. Phase One was identified and architectural elevations were created. A parking strategy that improves parking, allows for expansion, and is inexpensive to begin was created to accommodate the

Client/Owner: City of Brunswick, Georgia

phasing or the overall block. Vehicular

Completion Date: 2003*

enhanced reconnecting the original

and pedestrian connections between downtown and the waterfront were Oglethorpe grid and by proposing streetscape elements to make the

Project Cost: $100,000 (fee)

environment more friendly.

Project Size: 17.2 square miles

Client/Owner: City of Brunswick, Georgia Completion Date: 2005 Project Cost: $78,000 (fee) Project Size: 3.72 acres Key Team Members: John Fish Bill Eviston Mark Griffin Chad Hayes Praveen Ommi Stephen Whiteford Consultant Team: PBS&J H. Randal Roark & Associates

Key Team Members: John Fish Stephen Whiteford Randal Roark Praveen Ommi

Client Reference: Bryan Thompson (912) 279-0899

Consultant Team: PBS&J H. Randal Roark & Associates Bleakly Advisory Group Client Reference: Bryan Thompson (912) 279-0899

PBS&J led a multidisciplinary team of landscape architects, architects, planners,

* Project was completed on time.

and market researchers that was tasked with assisting civic and community leaders to develop a unique redevelopment master plan for historic downtown Brunswick. Working closely with the stakeholder committee, the PBS&J design team identified 21 projects that address undeveloped or underdeveloped sites. The team created a matrix based on the goals and desired outcomes in order to rank the most important sites. Nine projects were selected to be key catalysts that would energize new development in the area. Innovative site plans, design guidelines, and market surveys were prepared for each site, and public and private improvements to the city’s infrastructure, amenities, and urban fabric were proposed. One of the plan recommendations was the creation of a nonprofit group, called Blueprint Brunswick, that would be responsible for implementing the plan. PBS&J was retained by the group in 2004 to develop alternative mixed-use sites for the Oglethorpe block, which is one of the selected projects and an important gateway to the city.

Jupiter Riverwalk Jupiter, Florida

Planning/Design

The Jupiter Riverwalk is a unique linear park that begins at the Jupiter Inlet to the Atlantic Ocean and winds its way south, following a 2.5-mile course along Florida’s Intracoastal Waterway. Originally started as an environmental study with the intent of understanding, preserving, protecting, and enhancing the natural ecosystem, the study evolved into a feasibility study and master plan for the half-mile-long Riverwalk corridor. To protect the community vision, the town put into place zoning districts and created land development guidelines and regulations for the proposed corridor based on public and stakeholder input done through a public workshop process. The Town of Jupiter authorized the preparation of detailed design and site planning for this waterfront environment supported by survey, engineering, and environmental permitting documents for a 1,600-ft length section of the Riverwalk. This development has acted as an economic stimulator for the U.S. 1 corridor.

Client/Owner: Town of Jupiter, Florida Completion Date: 2002* Project Cost: $1,500,000 Key Team Members: Stephen Whiteford William Jones Client Reference: Brenda Arnold, Riverwalk Project Manager (561) 746.5134 *Project was completed on time.


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C.

FINANCIAL CAPABILITY

1.

Previous credit experience with comparable projects. The following table summarizes the Development Team’s recent history in obtaining financing commitment for real estate development projects for similar type and scope as that proposed. Recent Financing Commitments 2004 – 2006 Property Seven Bridges Best Buy

Type Apartments Retail

Centerpoint IV Office Kohl’s Retail 200 N. LaSalle Office University Club Tower Condos Merle Hay Mall Retail Best Buy Retail Sunset Commons Office Southgate Market Retail Church Street Plaza Mixed-Use Evanston Portfolio Office Prairie Blocks Mixed-Use Evergreen Plaza Retail

2.

Capital Source TIAA CL Funding

Amount $60,000,000 $17,700,000

LaSalle Bank CL Funding UBS NEBF Wachovia JP Morgan LaSalle Bank B of A/SSR LaSalle Wachovia MMA CSFB

$8,300,000 $48,300,000 $65,000,000 $9,400,000 $35,000,000 $8,900,000 $6,000,000 $98,000,000 $39,000,000 $16,000,000 $30,500,000 $28,500,000

Identification of the source of equity required to complete this project. It is projected that the Development Team will invest between 10% and 20% of the equity required for the development project to commence. The remaining capital will be provided by institutional partners, construction lenders, and permanent lenders in amounts sufficient to fully capitalize the development, lease-up and stabilization of the multiple phases of River Hills. The specific sources of capital will not be identified until the project has been designed and approved by the City of Dunedin with full authorization to proceed. Sources of capital include equity partners such as: ING, Clarion, Northwestern Mutual, TIAA/CREF, Metropolitan Life and Prudential. Sources of construction financing will be obtained from nationally active relationship banks which may include LaSalle Bank, JP Morgan/Chase, Wells Fargo, Bank of America, Wachovia, and others that the Development Team has been successful in obtaining financial commitments for projects of the magnitude and duration as River Hills.

D. FINANCIAL QUALIFICATIONS Transwestern Commercial Services, LLC, Transwestern Commercial Services Illinois, LLC and Subsidiaries is a privately held company and does not disclose financial information. However, we do provide limited information for the purposes of assessing our financial qualifications to perform various assignments with the understanding that is information will be kept confidential and used solely for that purpose. TCS is willing to allow the City of Dunedin to review it’s most recent audited financial statements and any other information necessary prove its financial viability in our offices at the City’s convenience.


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