dunedin gateway

D u n e d i nG a t e w a y

D u n e d i n G a t e w a y

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. 70,000sfofretail/officeincludingthemarket.

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


SUBMISSION CHECKLIST

PROPOSAL REQUIREMENTS X Statement of Participation Letter

DEVELOPMENT PROPOSAL:

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

STATEMENT OF QUALIFICATIONS

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


September 20, 2006

Mr. Robert C. IronsmithEconomic Development DirectorCity of DunedinP. O. Box 1348Dunedin, FL 34697-1348

Re: Statement of Participation

Dear Mr. Ironsmith:

Per our discussion last week, Transwestern and Chesapeake Companies will participateintheRequestforDeveloperQualificationsandProposedDe-velopment 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.Thisnoticesignifiesouracceptanceofthetermsandconditionsforthe submission of proposals. We will endeavor to satisfactorily answer all your requirements.

Sincerely,

Jeffrey Blydenburgh Gregory HughesLighthouse Advisors Chesapeake Companies


DEVELOPMENT PROPOSAL

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

SKINNER BOULEVARD ELEVATION

MAIN STREET ELEVATION

SITE PLAN


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 apartmentsCommercial retail fronting on Main StreetOffice space fronting on Skinner BoulevardStructured 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.

••••

3. THE DEVELOPMENT CONCEPT AND THE CURRENT MARKET.


4 PROPOSED DEVELOPMENT SCHEDULE


5 PROJECT BUDGET


6 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.

7 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.

8 N/A

D u n e d i n G a t e w a yPERFORMANCE GUARANTEE:

29 September 2006

Mr. Robert C. Ironsmith

Economic Development Director

City of Dunedin

P. O. Box 1348 Dunedin, FL 34697-1348

Re: Developer Performance

Dear Robert:

de proposed. Transwestern, Inc. has been active in development, leasing and property management since 1978

and currently has over $500M of real estate developments in process.

It is anticipated that the Development Team will undertake this development in joint venture with

an institutional equity partner providing additional capital resources and reserves. The principals of the

Development Group have over 25 years of experience in structuring joint ventures for projects of this type and

magnitude. Potential institutional joint venture partners with whom Transwestern has structured transactions

include: SSR Realty Advisors/Blackrock, Prudential, the National Electrical Benefit Fund, General Electric,

Metropolitan Life and TIAA/CREF.

The capital structure will be dependent upon total development costs and the amount of pre-leasing

obtained before construction commences. With strong pre-leasing, it is expected the equity requirement will

range between 10-30% of total development costs. In the transaction proposed, the Development Team will

contribute between 10 and 20% of the equity required to complete this development.

Sincerely,

Rob Bagguley

President, Midwest Region


1. DEVELOPER

Representative: Rob Bagguley Title: President, Midwest RegionFirm Name: TranswesternAddress: 200 West Madison Street, Suite 3300Chicago, IL 60606Telephone: 312.881.7001Email robert_bagguley@ transwestern.netResponsibility: 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.

STATEMENT OF QUALIFICATIONS

SECTION 1 PROJECT DEVELOPMENT TEAM


2. CO-DEVELOPER

Representative: Gregory Hughes Title: President Firm Name: Chesapeake CompaniesAddress: 100 West Kennedy Blvd, #400 Tampa, FL 33602Telephone: 813.228.8016Email [email protected]: Project development, local principal

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.


3. ARCHITECT Representative: Don Cooper Title: Principal Firm Name: Cooper Johnson Smith Address: 102 South 12th Street, Tampa, FL 33602Telephone: 813 273 0034Responsibility 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

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.


RETAIL DESIGNERRepresentative: Chris Miles Title: Principal Firm Name: Lighthouse Creative Address: Orlando Avenue, Winter Park, FL 32789Telephone: 407-578-5481Responsibility Retail design, placemaking

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.

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.

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.


4. STRUCTURAL/CIVIL ENGINEERING /LANDSCAPE ARCHITECTURE

Representative: Ben Rudolph Title : Sr. Vice President Firm Name: PBSJAddress: Cypress Avenue, Tampa Fl Telephone: (813) 282-7275Responsibility: 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 value-

engineered 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:

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.


4. MEP ENGINEERING

Representative: Robert TinteraTitle : President Firm Name: DiamondbackAddress: Cypress Avenue, Tampa Fl Telephone: (813) 282-7275Responsibility: 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.

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.

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.

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

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 wet-type, 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 computer-based 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

Michael Womack, P.E.President/Sr. Electrical [email protected]

Robert Tintera, P.E.Vice President/Sr. Mechanical [email protected]

Ralph ElenbaumVice President/Sr. Electrical [email protected]

Mechanical Engineers/Designers

Morrison CabonilasMechanical Engineer

Deborah AdamsMechanical Designer

Terry ElyPlumbing Designer

Electrical Engineers/Designers

Chris SalvoElectrical Engineer

Deborah BordenElectrical Designer

Jr. Designers/Cadd Operators

James SimpsonMechanical

Ben PriceElectrical

ED


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


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.

HootersJ. Alexander’sMary Brickell VillageMaui NixMetropolitan MiamiMorelli’s GelatoMr. ChowOceanaire Seafood RoomPasha’sP.F. Chang’s China BistroPinnacle HousingPottery BarnRegal EntertainmentRoy’sStarbuck’s Coffee Co.The Shops at MidtownMiamiUno Chicago GrillWest ElmWhole FoodsWilliams SonomaWolford HosieryZales Fine Jewelry Outlet

CLIENT LIST:

Adler DevelopmentAmerican ApparelBally Total FitnessCalifornia Pizza KitchenCarter’sCasselberry SquareCentrum DevelopmentCity of Miami BeachCobblestone PlazaCuba LibreDamianiDeerfield CommonsDevelopers DiversifiedDowntown DavieEmeril’sFleming’s SteakhouseForum Development GroupForum Ashley ParkForum AugustaForum CarlsbadForum Peachtree ParkwayForum SunnyvaleGreat Florida BankHear Music


7. POTENTIAL DEVELOPMENT TEAM

Representative: Pete KaramitsanisTitle: PresidentFirm Name: Lighthouse Advisors Address: 2910 Bay to Bay Boulevard, Tampa, Fl 33629 Telephone: 813 349 1324Responsibility: Development Management

Representative: Jeffrey BlydenburghTitle: PrincipalFirm Name: Lighthouse Advisors Address: 2910 Bay to Bay Boulevard, Tampa, Fl 33629 Telephone: 407 399 1296Responsibility: Design Management

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.

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.

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.

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.

MAJOR ACCOMPLISHMENTS

• 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

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 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.

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.

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.


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.

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


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 [email protected] Oliver Hatcher Construction 49668 Martin Drive Wixom, MI 48393 248.669.4500 Dan O’Donnell, Senior Project Manager [email protected]


TRANSWESTERN

The Glen Town CenterOliver McMillan & The Village of GlenviewProject type: Project size: Location: Glenview IllinoisDate started/completed: 1998-2003Total project cost: $200 million

Situation Overview

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.

SECTION 3: DEVELOPMENT EXPERIENCE

DEVELOPMENT TEAM EXPERIENCE


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.


CHESAPEAKE

Name of project: Highpoint Project type: Project size: Location: Overland KansasDate 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.

D u n e d i n G a t e w a yCOOPER JOHNSON SMITH:

Bradenton Village Master

Bradenton Village Master PlanBradenton, Florida

The existing living conditions of Rogers Garden Park, a federalhousing project of the Bradenton Housing Authority (BHA), isone of our nation’s most notorious examples of failed govern-ment housing. Single-story barrack-style duplexes graced by flatroofs and clotheslines are flooded annually by routine summerrainstorms. This housing project has been located in one of themost undesirable locations in town isolated and surrounded bynoxious industrial uses. In 1992, the US Dept. of HUD createdthe HOPE VI program to revitalize the nation’s most severlydistressed public housing. In 1999, $21.5 million was awarded tothe BHA which teamed with Telesis and Cooper Johnson SmithArchitects to create the Bradenton Village Master Plan. This 39-acre redevelopment TND project, located 1-1/4 miles southeastof Downtown Bradenton, is planned around a new village greenand community center which will also serve the adjacent Singletaryand Washington neighborhoods. 160 townhouses and flats fillthe Rousch Field site as 96 single-family houses will replace thedemolished barracks of Rogers Garden Park. Sideyard housesfront the Village Green and major thoroughfares, as bungalowsand cottages complete the neighborhood general zone and meshwith the existing urban scale of the adjacent neighborhoods. TheVillage Center serves the surrounding neighborhoods with a ChildCare Center, library, and community center, while smaller neigh-borhood greens have smaller civic structures to provide for recre-ational and civic needs. A final phase of construction will bedevoted to infill housing in the adjacent Washington and Singletaryneighborhoods.

C O O P E R J O H N S O N S M I T H

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

Existing Federal Housing at Bradenton Village during routine rainstorm

Existing Federal Housing at Bradenton Village


The Verano C O O P E R J O H N S O N S M I T H

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

Site Plan

West Azeele Street Townhouse elevations

The VeranoTampa, Florida

Located in the desirable historic neighborhood of HydePark in Tampa, Florida, The Verano brings much neededresidential living to a primarily office & commercial districtadjacent to Downtown Tampa. The scale of this project iscomplementary to its context, in particular, the historic GorrieElementary School to the south and the Friday MorningMusicale to the east.

This project includes two buildings which define the streetedge while concealing parking behind them at the interiorof the block. A seven-story condominium building sitsatop a two-level parking garage which is hidden behindtownhouses. A tree-lined pedestrian promenade separatesthis 34-unit mid-rise building from 25 three-storytownhouses and flats comprising the remainder of the streetfrontage on the block.

The Verano’s architectural language is reminiscent of theSpanish Mediterranean Revival architecture common inFlorida in the 1920’s. Davis Islands and Temple Terrace aretwo neighborhoods nearby which exemplify this renaissancein Tampa during that development boom era.

COOPER JOHNSON SMITH:


PBSJ

Planning

The Blueprint Brunswick organization

retained PBS&J planners and landscape

architects to lead a multi-disciplinary

team tasked with the redevelopment of

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

phasing or the overall block. Vehicular

and pedestrian connections between

downtown and the waterfront were

enhanced reconnecting the original

Oglethorpe grid and by proposing

streetscape elements to make the

environment more friendly.

Blueprint Brunswick: Oglethorpe Block Master Plan

Client/Owner:City of Brunswick, Georgia

Completion Date:2005

Project Cost:$78,000 (fee)

Project Size:3.72 acres

Key Team Members:John FishBill EvistonMark GriffinChad HayesPraveen OmmiStephen Whiteford

Consultant Team:PBS&JH. Randal Roark & Associates

Client Reference:Bryan Thompson(912) 279-0899

Brunswick, Georgia

Planning

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

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.

Client/Owner:City of Brunswick, Georgia

Completion Date:2003*

Project Cost:$100,000 (fee)

Project Size:17.2 square miles

Key Team Members:John FishStephen WhitefordRandal RoarkPraveen Ommi

Consultant Team:PBS&JH. Randal Roark & AssociatesBleakly Advisory Group

Client Reference:Bryan Thompson(912) 279-0899

* Project was completed on time.

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

Jupiter RiverwalkJupiter, Florida

Client/Owner:Town of Jupiter, Florida

Completion Date:2002*

Project Cost:$1,500,000

Key Team Members:Stephen WhitefordWilliam Jones

Client Reference:Brenda Arnold, Riverwalk Project Manager(561) 746.5134

*Project was completed on time.

Planning/DesignThe 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.


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 Type CapitalSource Amount

Seven Bridges Apartments TIAA $60,000,000

Best Buy Retail CL Funding $17,700,000

Centerpoint IV Office LaSalle Bank $8,300,000

Kohl’s Retail CL Funding $48,300,000

200 N. LaSalle Office UBS $65,000,000

University Club Tower Condos NEBF $9,400,000

Merle Hay Mall Retail Wachovia $35,000,000

Best Buy Retail JP Morgan $8,900,000

Sunset Commons Office LaSalle Bank $6,000,000

Southgate Market Retail B of A/SSR $98,000,000

Church Street Plaza Mixed-Use LaSalle $39,000,000

Evanston Portfolio Office Wachovia $16,000,000

Prairie Blocks Mixed-Use MMA $30,500,000

Evergreen Plaza Retail CSFB $28,500,000

2. Identificationofthesourceofequityrequiredtocompletethisproject.

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.

dunedin gateway

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