SUSTAINABILITY

Our Team will utilize sustainable design strategies to reduce energy consumption, reduce the use of fossil fuels, reduce water consumption and improve storm water management.

Sustainable Sites The project will encourage the use of public mass transportation systems and include bike racks, interior secure bike storage facilities and preferred parking for low-emitting vehicles. A light colored roof will reduce the heat island effect and shielded light fixtures will reduce light pollution.

Water Efficiency No potable water will be used for irrigation. Dual flush toilets, low flow lavatory fixtures and shower heads will reduce water use by over 30%.

Energy and Atmosphere The buildings will use much less energy than typical structures and will utilize enhanced refrigerant management to reduce ozone depletion.

Materials and Resources Our goal will be to have over 95% of construction waste recycled or salvaged, over 20% of all materials will include recycled content, and over 20% of all materials will be sourced regionally.

Indoor Environmental Quality Low-emitting materials including sealants, adhesives, paints, coatings, flooring systems and composite wood products will reduce off-gassing. Controllability of lighting and thermal comfort will enhance student control over their indoor environment. Daylight views will allow natural lighting to supplement the high efficiency lighting systems.

Innovation and Design Exemplary efforts will enhance construction waste management, views, and open space provisions while a Green Education Program will enhance sustainability awareness.

Special consideration will be utilized for critical regional issues identified by the USGBC including sustainable site development and indoor environmental quality.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 34 SUMMARY

TOTAL SF 240,323 Floor Elevation Hotel SF Apartment SF Hotel Service SF Retail SF Public Space SF Total SF Shaft and Stairs SF FAR Area Penthouse 170.0' 15th 159.0' 14,053 14,053 550 13,503 14th 148.0' 14,053 14,053 550 13,503 13th 137.0' 14,053 14,053 550 13,503 12th 126.0' 14,053 14,053 550 13,503 11th 115.0' 14,053 14,053 550 13,503 10th 104.0' 14,053 14,053 550 13,503 9th 93.0' 14,053 14,053 550 13,503 8th 82.0' 14,053 14,053 550 13,503 7th 71.0' 14,053 14,053 550 13,503 6th 60.0' 12,510 12,510 550 11,960 5th 49.0' 20,685 560 21,245 911 20,334 4th 38.0' 21,003 560 21,563 911 20,652 3rd 27.0' 21,003 560 21,563 911 20,652 2nd 16.0' 13,714 560 6,534 967 298 22,073 1,058 21,015 1st 0.0' 8,053 1,832 2,659 1545 803 14,892 1,361 13,531 Total 96,968 130,549 9,193 2,512 1101 240,323 10,652 229,671

Maximum Allowable Floor Area Ratio (FAR) by Right (400%) (67,954 SF x 4.00) = 271,816 Site Area including Library Lane From Offering Memorandum 67,954 SF Proposed Floor Area Ratio (FAR) (229,671 SF FAR / 67,954 SF Site Area) x 100 = 338% Roof Terrace SF 9,564 Urban Plaza - Grade Level Library Lot SF 7,284 Urban Plaza - Elevated/Mezzanine Plaza SF 3,218 Urban Plaza - 5th Avenue Sidewalk 2,521 Urban Plaza - Library Lane 7,250 Total Urban Plaza SF = (7,284 + 3,218 + 2,521 + 7,250) 20,273

UNITS Floor Hotel King Hotel Dbl Queen Hotel Suite Apartment 1/1 Apartment 2/2 Apartment 3/2 Total Hotels Total Apt. Total Hotel Beds Total Apt Beds 15th 6 4 1 11 14th 6 4 1 11 13th 6 4 1 11 12th 6 4 1 11 11th 6 4 1 11 10th 6 4 1 11 9th 6 4 1 11 8th 6 4 1 11 7th 6 4 1 11 6th 11 4 4 19 5th 19 16 2 37 4th 19 16 2 37 3rd 19 16 2 37 2nd 4 9 0 13 1st Total 72 61 10 54 36 9 143 99 207 153

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 35 DEVELOPER / DEVELOPMENT TEAM 3QUALIFICATIONS 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL CHART

CITY OF ANN ARBOR

RESIDENTIAL RESIDENTIAL HOTEL DEVELOPER DEVELOPER ACQUEST REALTY ADVISORS MASTER DEVELOPER / MARKETING HUGHES PROPERTIES DAVID ONG MANAGER TBD RONALD L. HUGHES Finance CA VENTURES CEO THOMAS M. SCOTT DOUGLAS T. SMITH CEO SEAN T. HAVERA Project Manager Owner's Representative JOHN J. (JJ) SMITH JOAN CLELAND COO PATRICIA M. FIX, CPA Project Manager HOTEL MANAGEMENT Finance TBD PROJECT ARCHITECT HOTEL ARCHITECT NEUMANN/SMITH ARCHITECTURE JOEL SMITH, AIA RABUN ARCHITECTS PLAZA DESIGNER & Project Executive JOSEPH E. RABUN, AIA PROGRAMMER President/Principal PROJECT FOR PUBLIC SPACES SCOTT BONNEY, AIA, LEED AP BD+C ELENA MADISON Project Designer RICHARD ELLISON Urban Planner / Project Management PRINCIPAL JOHN McGARRY ALESSANDRA GALLETTI Project Designer Design & Landscape Architect CONTRACTOR STRUCTURAL TBD FOUNDATION CONSULTANT CARL WALKER MICHAEL ORTLIEB, PE Principal-in-Charge

JOSH ROZEBOOM, PE Project Manager

GAILIUS VASONIS, PE Sr. Structural Engineer

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 37 MASTER DEVELOPER / MANAGER 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE themselves upon intrinsic needs and wants of a particular market. CA Office’s team possesses more than 100+ years combined experience, and a proven Legal Name: CA Ventures, LLC* track record of creating value for investors, partners, and clients alike. CA Office presently owns over seven million square feet of office properties in seven cities - Chicago, Nashville, Minneapolis, Kansas City, Raleigh-Durham, Principals: Thomas M. Scott St. Louis and Ft. Lauderdale. John J. Smith CA Residential – CA Residential invests, acquires, develops, redevelops, and *Clark Street Holdings LLC, which is wholly owned by Tom Scott and is manages premier apartment communities in desirable, high-barrier-to-entry an affiliated entity of CA Ventures LLC, is expected to enter into formal urban markets in underserved niche markets nationwide. Leveraging its long- agreements with the City relating to the Library Plaza project. term relationships with renowned partners, lenders, architects, consultants, contractors, and neighborhood and government agencies. CA Residential HISTORY OF FIRM creates a standard of living unlike any other. Great care is taken to develop Founded in 2004, CA Ventures is a real estate investment holding company residential communities of the highest quality design, building materials, based in Chicago, IL, with over 250 employees. While initially focused on construction, and amenities in the most desirable urban locations. Our student housing, CA Ventures’ service offering expanded quickly in response discerning residents benefit from the latest in fine living, while our investors to client requirements and currently includes investment and acquisition yield above market returns from the CA Residential team’s vast knowledge support, development and renovation, equity and debt sourcing, and asset and extensive experience. Representative residential projects include Arkadia management services in multi-family residential, office, hospitality, and Tower and State & Huron, both in Chicago, along with 212 S Meramec in senior living. Clayton, MO.

CA Ventures serves as the holding company for the CA family of companies, CA Senior Living – Recognizing the growing, aging population and limited including CA Student Living, CA Office / Vanderbilt Partners, CA Residential, quality senior living options, CA Senior Living was established to invest CA Senior Living, CA Hospitality and CA Asset Services. and develop premier senior assisted living and memory care communities in select urban and suburban markets across the United States. CA Senior CA Student Living – CA Student Living is a premiere investor, developer, Living professionals specialize in understanding and delivering affordable and manager of student housing assets in North American markets. CA luxury communities in desirable locations with easy access to shopping, Student Living’s meticulous market analysis, focused strategy, knowledge of medical facilities, and residential neighborhoods. The communities are university environments, and student needs ensure optimal investor returns. designed so seniors can live independently, receive quality personal care, What differentiates CA Living is its ability to seek out sound investment enjoy community social activities, and live with dignity in their senior years. opportunities and maximize its value over time through superb property The communities target the private pay market and do not require an entry management, marketing and leasing strategies. As a result, students and fee, endowment or purchase for occupancy. CA Senior Living leverages CA’s universities realize the best in university living, while investors realize above robust, core infrastructure and knowledge to strategically invest, develop market returns on their investments. Recent representative Student Living and asset manage the assisted living and memory care communities. Each projects include the University of Tennessee (Evolve); University of Arizona facility is managed on site by a best in class third-party Operator who is solely (Next); University of Oregon (Uncommon). focused on creating the most desirable environment for our residents and their families. Initial target areas are in the Midwest, Rocky Mountain, and CA Office / Vanderbilt Partners – Our strategy focuses on high-quality Southwest regions of the United States. acquisitions in dynamic, top-tier secondary markets throughout the U.S. — where rising demographic and/or economic trends, in combination with CA Hospitality – CA Hospitality pursues hotels that are attractively priced in limited new construction, yield considerable upside potential. CA Office strategic locations that represent potential for increased cash flow through carefully targets metropolitan areas that meet a select set of criteria, such as improved asset and property management, enhanced renovation programs, office employment growth, a pro-business environment, abundant amenities and strategic market positioning. CA Hospitality's strategic vision is to with access to the CBD and/or key suburban submarkets, and within provide a higher standard of real estate that benefits the local community, proximity to education/research centers. Investor value is realized through consumers, retailers, and our investors. We view hotels and resorts as a strategic office property acquisitions, unique repositioning approaches, specialized business – both as real estate and as a daily operating entity. The and innovative operating practices that enable our properties to leverage hotel industry has endured performance volatility during recent changing

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 39 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS economic times; but with challenges, comes opportunity. CA Hospitality has Illinois, CA is currently negotiating a development agreement with the City of a unique ability to analyze market trends and opportunities, paving the way Iowa City for a mixed-use project containing multi-family apartments and a for successful investment yields. Recent representative CA Hospitality projects limited-service hotel. include Hyatt Place and Uptown Hotel, both in Central Illinois. KEY PROFESSIONAL ASSIGNED PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM Copies of Resumes and Qualifications Because of Freedom of Information Act (FOIA) financial information, which is Resumes including qualifications and prospective roles can be found following highly confidential in nature, shall be provided directly to the City's attorney this narrative. per the Offering Memorandum requirement.

EXPERIENCE Litigation, administrative or regulatory proceedings pending and within the last 5 years where the Firm or any of the professional team were In-house Capabilities named a party CA Ventures’ capabilities include complete development oversight David A. Cox v. Campus Acquisitions Management, LLC, et al., Case No. 2014- (entitlements and contract administration through project delivery). L-011481, pending in The Circuit Court of Cook County, County Department, Additionally, CA Ventures is widely recognized for its vision, track record, Law Division wherein plaintiff asserts breach of contract and wage payment creativity and investor loyalty. claims against defendants.

Subcontracting Relationships CA Ventures has a strong relationship in the hospitality industry with Hyatt Hotels Corporation. CA also maintains a relationship with A/E professionals, specialty suppliers/trades within the hospitality industry and project funding sources.

Total Projects the Last 10 Years – Case Study with Type / Nature Of Project and Principal Contact On the Project Case studies with relevant detail can be found following this narrative.

In the past 10 years, CA Ventures has built (or acquired) nearly 150 projects worth approximately $5.8 billion. These projects span across more than 25 states and vary from student living developments to office building acquisitions. CA has specifically been involved in two campus hospitality projects, Hyatt Place at the University of Illinois and Hyatt Place at Illinois State University. We also developed Landmark in Ann Arbor at the University of Michigan opened in August 2012.

Total Square Feet of Urban Projects Financed/Developed the Last 10 Years 20,000,000+ square feet

Other Relevant Experience CA Hospitality has a unique ability to analyze market trends and opportunities, paving the way for successful investment yields. We view hotels and resorts as a specialized business – both as real estate and as a daily operating entity. Aside from the two Hyatt Place hotels we’ve developed in

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 40 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS Thomas M. Scott

Summary

Mr. Thomas Scott is the founder and CEO of CA Ventures, an investment company focused on student housing, residential, retail and hospitality, office, and senior living real estate assets. Mr. Scott's wealth of industry experience has helped CA expand into a multi-dimensional real estate company serving diverse aspects of property investment, development and management.

Mr. Scott has more than 25 years of direct commercial real estate experience in investment, development, finance, accounting, and asset management. As a veteran of the commercial real estate industry, Mr. Scott has held positions in nearly every sector of the business and has held executive-level roles with the industry’s top national, international, and publicly traded real estate firms, including Vornado Realty Trust, CBRE, Inc. and U.S. Equities.

Mr. Scott is a graduate of the University of Illinois at Urbana-Champaign, with a Bachelor of Science

degree in Accountancy and is a Certified Public Accountant in the State of Illinois. As a member of Education the University of Illinois President’s Council, lifetime member of the University of Illinois Alumni BS, Accountancy, University of Illinois, Association, and The University of Illinois Foundation, he is committed to the pursuit and progress Champaign of higher education. In 2010, he advanced his passion for scholastic achievement and founded The Scott Family Foundation. Registration & Organizations Certified Public Accountant Mr. Scott is also committed to community endeavors. His support extends to a number of diverse University of Illinois - organizations, including the YWCA, Greater Chicago Food Depository, and Chicago Training Center, President’s Council which assists underserved Chicago youth to achieve their athletic and academic potential through Scott Family Foundation competitive rowing.

Roles & Responsibilities In 2012, Mr. Scott received the Arthur A. Rubloff Humanitarian Award from the Anti-Defamation Chief Executive Officer League, in recognition of his success in real estate and dealing with people.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 41

3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS John J. (JJ) Smith

Summary

As COO of CA Student Living, JJ is responsible for assisting the CEO, Tom Scott, with the management and operations of all CA Student Living departments (Development, Property Management and Accounting) and acts as an integral link between these departments to execute CA’s overall corporate strategies. JJ oversees the entire development, acquisitions, new business

generation, project sourcing and construction operations for CA Student Living but, as COO, he provides greater cohesion to enhance interdepartmental collaboration and efficiency.

JJ also serves as Principal & Chief Development Officer for CA Ventures and provides development and construction oversight for CA Senior Living, CA Residential, CA Retail & Hospitality and CA International business units as well as serves on the CA Ventures Investment Committee.

Since joining CA in 2007, JJ has helped manage the explosive company and portfolio growth while Education building the corporate support functions that enhance the scalability of CA’s platforms and further BS, Architecture , University of Illinois, integrate consistent systems across business departments. Champaign

MBA, University of Illinois JJ has been involved in over $2.0B in new construction development for CA since 2007, including nearly 5 million square feet of buildings, 250k square feet of retail, 250 hotel keys and more than Registration & Organizations 15,000 student beds. He creates and maintains all project budgets and schedules for CA as well as Urban Land Institute hires and manages architects, contractors, consulting engineers, attorneys and project management teams internally. Roles & Responsibilities Chief Operating Officer JJ holds a Masters of Business Administration and Bachelors of Science in Architecture from the University of Illinois.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 42

2. PROJECT OVERVIEW 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

RISE AT RIVERFRONT CROSSINGS

Land Size: 60,000 SF Residential: 248,515 SF Offi ce: 25,518 OSF Hotel: 81,373 SF Retail: 6,325 RSF Common: 63,155 SF Parking: 133,860 SF

Total SF: 558,746 SF Project Statistics: Apartments: 320 Bedrooms: 557 Hotel Keys: 152 Affordable Apartments: 32 (10% of total units) Potential Hotel Flags: Parking Spaces: 326 Hilton Canopy | Curio Marriott AC Hotels Starwood Aloft Land Cost: $6,500,000 Hard Cost: $78,892,907 Potential Hotel Operators: Soft Cost $17,192,619 Bricton Group Aimbridge Hospitality First Hospitality Group Total Cost: $102,585,526 Partner Information: Architect: Hartshorne Plunkard Architecture Unit Mix: Developer: CA Ventures 1-Bedroom: 127 apartments General Contractor: Regional GC 2-Bedroom: 149 apartments Property Manager: CA Ventures 3-Bedroom: 44 apartments Equity Provider: Harrison Street Real Estate Capital Potential Lenders: Fifth Third | Private Bank | RBS Amenities: Fitness Center Rooftop Pool Project Schedule: Modern Cardio Equipment Yoga Entitlements Complete: Q2 2015 Landscaped Courtyard Sun Deck Permits Complete: Q3 2015 Club Room Coffee Bar Construction Starts: Q3 2015 Private & Group Study Lounges Wi-Fi Construction Completion: Q3 2017

CA Ventures | 161 N Clark | Suite 4900 | Chicago, IL 60601 Page: 5

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 43 9 PRIVATE DEVELOPER PROPOSAL FOR COURT/LINN REDEVELOPMENT SITE HOSPITALITY, RESIDENTIAL & RETAIL MIXED-USE DEVELOPMENT 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS RECENT PROJECTS - DEVELOPED & MANAGED

MIXED-USE AT UNIVERSITY OF MICHIGAN LANDMARK | ANN ARBOR, MI Project Statistics: Land Size: 34,583 SF Residential: 197,422 SF Total SF: 301,394 SF Units: 173 Parking Spaces: 135 Site Condition: New Construction Construction Type: High Rise Rental Range (Per Unit): $1,699 to $6,000 Occupancy At Opening: 100% Contact:* Bill Suenkens

Cost Statistics: Construction Project Total Total $42,757,828 $72,157,994 Per Unit $247,155 $417,098 Per SF $141.87 $239.41

Amenities: Partner Information: Spa-life Fitness Center Wellness Center Architect: Hartshorne Plunkard Architecture Modern Cardio Equipment Yoga Developer: CA Ventures Landscaped Elevated Courtyard Hot Tub Manager: CA Ventures Members Only Club Room Cyber Cafe Equity: Harrison Street Real Estate Business Center Wi-Fi Lounges Lender: RBS BBQ Station Fire Pit Project Schedule: Retail Tenants: Entitlements Complete: 09/2010 7-Eleven Land Closing: 01/2011 Tim Horton’s Permit Issuance: 02/2011 No Thai Construction Start: 02/2011 World of Beer Occupancy: 08/2012

*Contact Information Provided in Reference Section of Appendix.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 44 10 PRIVATE DEVELOPER PROPOSAL FOR COURT/LINN REDEVELOPMENT SITE HOSPITALITY, RESIDENTIAL & RETAIL MIXED-USE DEVELOPMENT 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS RECENT PROJECTS - DEVELOPED & MANAGED

HYATT PLACE | CHAMPAIGN - URBANA, IL HOTEL & RESTAURANT MIXED-USE Project Statistics: Land Size: 26,000 SF Hospitality: 75,085 SF Restaurant: 8,557 SF Total SF: 83,642 SF Suites: 145 Parking Spaces: 146 Site Condition: New Construction Construction Type: Midrise Avg Daily Room Rate: $145 Contact:* Craig Przygoda

Cost Statistics: Construction Project Total Total $25,547,723 $34,645,336 Per Key $176,191 $2,389,933 Per SF $305.44 $414.21

Amenities: Partner Information: Fitness Center Conference Space Architect: DLR Group Indoor Swimming Pool Hotelwide Wi-Fi Developer: CA Ventures Cocktail Bar Bakery Cafe Hotel Operator: Hyatt Equity: Associated Lender: CA Family & Friends

Project Schedule: Entitlements Complete: 04/2013 Land Closing: 08/2013 Permit Issuance: 09/2013 Construction Start: 09/2013 Occupancy: 05/2014

*Contact Information Provided in Reference Section of Appendix

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 45 HOTEL DEVELOPER 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE consultation during the “drawing board” stage of the project. In this stage, Acquest worked to align the project scope, design and brand with the Legal Name: Acquest Realty Advisors, Inc. market demand and as the financial architect, identified public resources and reconciled the project programming with public and private capital sources and return requirements to create a viable funding approach and Principals: David G. Ong sustainable new business. Its successful experiences in developing the H Joan L. Cleland Hotel, (formerly the Ashman Court Marriott Hotel and Conference Center) in Doug Smith Midland, Michigan in 1993, The MeadowView Marriott Conference Resort & Convention Center, in Kingsport, Tennessee in late 1996, The Trenton HISTORY OF FIRM Marriott Conference Hotel, in Trenton, New Jersey in 2002, The Erie Sheraton Since 1980, Acquest Realty Advisors, Inc. has served an institutional client Bayfront Hotel and Convention Center in Erie, Pennsylvania in 2008 and the base, beginning with pension funds and corporations, by providing real Harrison Square Courtyard by Marriott convention center hotel in Fort Wayne, estate investment advisory and asset management services. Acquest has Indiana in 2010 have helped to establish Acquest’s reputation in the public/ assembled experience with all classes of real estate ranging from office private arena. Each of these projects successfully matured under Acquest’s to retail, residential, mixed-use and hotel conference/convention centers. asset management and The H Hotel and MeadowView Marriott have recently Today, Acquest Realty Advisors, Inc. asset manages a portfolio of real estate completed major expansions which Acquest orchestrated. Additionally, assets in excess of $300 million for its corporate, private and public sector Acquest is currently the master developer, in partnership with the City, for a clients. As its client base expanded to include major corporations (such redevelopment project on the waterfront in downtown Fort Myers, Florida as The Dow Chemical Company, Dow Corning Corporation and Eastman which includes a new headquarter hotel and renovation of the existing Chemical Company), municipalities and other governmental agencies, major city owned conference center. In its capacity as the developer, Acquest has hospitals and universities, Acquest expanded its roster of real estate services overseen all aspects of the master plan redevelopment including identifying and in response to an increasing client demand for turnkey development the appropriate programming of the headquarter hotel consistent with the services, Acquest Development, Inc. was formed. Acquest Development, Inc.’s market and convention/conference facility, testing the physical and financial completed projects now include projects ranging in scope from medical office feasibility of the proposed headquarter hotel convention/conference center buildings to large conference/convention centers and hotels. and, currently, pulling together public and private capital sources in order to launch the second phase including the hotel in 2016. Acquest traditionally takes single-source responsibility for each development project, coordinating, overseeing and contracting third parties, when In addition to the aforementioned completed and in process projects, Acquest necessary, for all of the pre-development, architectural, construction, regularly serves in a consulting capacity for prospective hotel projects. Recent pre-opening and completion activities. Acquest’s team of development clients include the City of Oklahoma, the City of Edmond Oklahoma, and the professionals is proficient in all aspects of the hotel conference/convention University of Arkansas where we have been selected to pursue development center development process including site selection, land acquisition and of a public private partnership including the University that will result in a entitlement, financial feasibility analysis, project budgeting and scheduling, new headquarter hotel for the Sam Walton School of Business. the structuring of ownership and financing options as well as the negotiation of management and franchise agreements. In addition to developing hotels, Collectively, Acquest’s 30 years of experience in the hospitality sector has as an asset manager for operating hotels, Acquest serves its owner clients provided it with the relationships, practical experience and acumen to be in overseeing the management activities associated with their real estate effective analyzing the feasibility of hospitality projects and in bringing asset to assure its performance relative to the market and maximization drawing board projects to fruition. of its value. Acquest's asset management experience has deepened its relationships with hotel management companies, franchisers and investors KEY PROFESSIONAL ASSIGNED and keeps Acquest abreast of operating best practices, standards and trends. Copies of Resumes and Qualifications Resumes including qualifications and prospective roles can be found following Acquest’s hotel conference/convention development efforts have been this narrative. primarily focused on public/private partnership projects in secondary and tertiary settings with economic development objectives. In these efforts, Acquest’s role as the developer would not have been possible without its

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 47 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

EXPERIENCE In-house Capabilities Acquest’s capabilities include complete development oversight (entitlements and contract administration through project delivery) with particular expertise in the delivery of hotels and the administration of related contracts for the branding and management of hotels. Additionally, Acquest has a proven track record of facilitating the funding / financing of hospitality projects. All of our projects have been public/private partnerships wherein Acquest has represented either governmental bodies or private entities working in collaboration with the public sector. Downtown Riverfront Redevelopment, Ft. Myers, Florida

Acquest Realty Advisors Subcontracting Relationships Acquest has longstanding relationships in the hospitality industry including those with national brands (Marriott, Hilton, Starwood), industry A/E professionals, specialty suppliers/trades within the industry and hospitality project funding sources.

Total Projects the Last 10 Years – Case Study with Type / Nature Of Project and Principal Contact On the Project Case studies with relevant detail can be found following this narrative.

Within the past 10 years, Acquest has developed/co-developed 2 hospitality projects, overseen the major expansion and renovation of 2 hospitality projects it originally developed and has 2 projects under development expected to break ground in early to mid-2016.

Total Square Feet of Urban Projects Financed/Developed the Last 10 Years Harrison Square Courtyard by Marriott at the Grand Wayne Convention Center, 517,500 square feet Fort Wayne, Indiana Acquest Realty Advisors Other Relevant Experience Since 1980, Acquest has developed and financed 8 hotels ranging from upscale select service to full service four star properties all franchised or soft branded, and been involved with the asset management of 7 of those 8 properties. Five of these projects were completed in urban settings. Acquest’s acumen in all facets of the hospitality business, from development and finance through operational management, will facilitate the delivery of an economically viable and distinguished project that complements the fabric of its urban environment.

PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM See lead developer, CA Ventures, response.

Litigation, administrative or regulatory proceedings pending and within MeadowView Marriott Hotel & Convention Center, Kingsport, Tennessee the last 5 years where the Firm or any of the professional team were Acquest Realty Advisors named a party None of the aforementioned are relevant for Acquest.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 48 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS Douglas T. Smith

Summary

Mr. Smith joined Acquest in 2006 with a background in mortgage banking, commercial real estate lending and real estate development and construction. Prior to joining Acquest, Mr. Smith worked for a privately held developer and handled raising project capital from private investors, site acquisition, entitlements and project management, from finance through development, for projects including active lifestyle multifamily communities, master planned residential communities, infill residential redevelopment, new urban residential and mixed use urban redevelopment. Many of the projects involved a public-private partnership, negotiated rezoning /

entitlement agreements, special assessment districts to facilitate utility expansion, or sensitive site

conditions requiring extensive negotiations with public agencies and approving bodies. Education BA, English and Economics, University Mr. Smith supports Acquest’s leadership providing financial analysis, procuring and structuring of Michigan, Ann Arbor public and private capital, asset management and project management for public, corporate and

Registration & Organizations institutional clients. ULI Michigan Relevant Project Experience – Finance and Project Management Lighthouse of Oakland CDE Licensed MI Real Estate Broker Fort Myers Riverfront Redevelopment Plan: City of Fort Myers, Florida Licensed MI Builder Acquest, in partnership with the City initiated a downtown riverfront redevelopment plan to include a mix of uses from restaurants, retail, public parks, parking to a 227-room hotel adjacent to Roles & Responsibilities renovated, expanded Harborside Event Center - Projected costs – $200M Project Management Harrison Squar Harrison Square Redevelopment: Fort Wayne, Indiana Public-private partnership resulting in redevelopment of City owned block in CBD including minor league stadium, mixed use building and 250-room Courtyard by Marriott convention center hotel - Project cost - $100M

Kingsport Tomorrow Initiative: Kingsport, TN Public-private economic development project resulting in Meadowview Resort which includes an 18 hole golf course, 132,122 sq. ft. conference/convention space and 305-room Marriott - Project cost - $47M Tribute at Wixom Village Center: Wixom, MI Mixed use master planned new urban community including 571 multifamily and single family units and 100,000 sf commercial town center, all designed to be walkable with public open spaces – Projected costs – $100M

The Willits: Birmingham, MI Mixed use midrise urban redevelopment including 51 luxury condominiums and 30,000 sf of retail, office and restaurant space – Project costs - $40M

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 49 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS Joan L. Cleland

Summary

Ms. Cleland joined the firm in 1986, after serving on both the acquisition and management teams of a leading real estate investment and property management firm. Ms. Cleland is extensively experienced in developing major real estate projects, managing and financing large real estate investments, and dealing with complex technical, financial and legal issues as relates to all aspects of investment grade real estate. Over the course of her career, Ms. Cleland has served as senior asset and portfolio manager and in addition to

directing Acquest’s development division is also responsible for major client accounts and business development.

Education Ms. Cleland is the President of the firm’s development division, Acquest Development, Inc. She is BA Political Science, English, French, and History responsible for new real estate projects designed and constructed on behalf of Acquest's clients serving in a Hillsdale College, Hillsdale MI development management or owner’s representative role. In this capacity, Ms. Cleland oversees planning, orchestrates entitlements, develops and manages the project budget and schedule, administers funding and directs major construction firms, architectural design and engineering firms and operators in the Paralegal Diploma, Oakland construction, development and management process. During her 20 + year career at Acquest, she has been University, MI the Project Executive working on behalf of the public sector, corporations or private individuals directing the activities of the development teams for three major Marriott hotels, one Sheraton hotel and Registration & Organizations conference/convention centers, as well as office building, residential and mixed use developments. ULI Michigan Relevant Project Experience – Project Executive CREW Detroit CREW Network Fort Myers Riverfront Redevelopment Plan: City of Fort Myers, Florida Acquest, in partnership with the City initiated a downtown riverfront redevelopment plan to include a mix of Role and Responsibility uses from restaurants, retail, public parks, parking to a 227-room hotel adjacent to renovated, expanded Project management Harborside Event Center - Projected costs – $200M

Erie Bayfront Redevelopment: Erie, Pennsylvania Blighted Presque Isle Bayfront redevelopment anchoring City’s revitalization to the north including 136,000 sq. ft. convention center, 203 room Sheraton Hotel, 350 space parking garage, pedestrian skywalk and Marina improvements - Project cost - $100M

Harrison Square Redevelopment: Fort Wayne, Indiana Public-private partnership resulting in redevelopment of City owned block in CBD including minor league stadium, mixed use building and 250-room Courtyard by Marriott convention center hotel - Project cost - $100M

H.H Dow Leadership Academy at the H Hotel: Midland, Michigan Anchor for ongoing downtown Midland revitalization including hotel renovation and expansion - new street front 5-star restaurant, café, bar and lounge - Project cost - $30M

Vinton Building: Detroit, Michigan Complete redevelopment and renovation of a 48,000 sq. ft., twelve-story historic commercial building into eleven floors of residential lofts with first floor retail use utilizing numerous economic development tools and incentives - Project cost - $5M

Kingsport Tomorrow Initiative: Kingsport, TN Public-private economic development project resulting in Meadowview Resort which includes an 18 hole golf course, 132,122 sq. ft. conference/convention space and 305-room Marriott - Project cost - $47M

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 50 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS David G. Ong

Summary David G. Ong founded Acquest Realty Advisors, Inc. in 1980 after a successful career in the banking and mortgage banking industries. Mr. Ong has worked with Fortune 100 companies, major pension funds and international companies in providing counsel and analysis for their real estate investments. Acquest now directs investments and development opportunity for its institutional clients with an aggregate value of approximately $300 million. Throughout his career, Mr. Ong has negotiated financing arrangements for major real estate developments throughout the United States, and has structured mortgage-backed and tax-exempt securities for institutional markets. His financing strategies include unique consortiums, public private

partnerships, formation of limited partnerships, limited liability companies, tax-exempt public-purpose

entities and other techniques specifically developed for real estate investments in the 21st century. Education BA in Economics, Several of these financing techniques combines public and private funds to create capital for the University of Michigan development of real estate, achieving market rates of return while providing ancillary benefits to the

MBA in Finance, surrounding communities. In each of the following projects Mr. Ong negotiated required construction University of Michigan financing, permanent financing, taxable and tax-exempt bond financing, public financing and incentives and otherwise served as the point person behind each project’s funding strategy. Additionally, Mr. Ong

was responsible for negotiating the hotel franchise and management contracts and administering Registration & Organizations ongoing asset management on behalf of the owner.

Member, Associated General Relevant Project Experience – Finance and Asset Management Contractors

Fort Myers Riverfront Redevelopment Plan: City of Fort Myers, Florida Role and Responsibility Acquest awarded development rights for downtown riverfront plan to include restaurants, retail, public Finance parks, parking and a 227-room hotel adjacent to renovated, expanded Harborside Event Center. Total projected costs – $200M

Erie Bayfront Convention Center, Erie Sheraton Hotel and Parking Garage: Erie, Pennsylvania 136,000 sq. ft. convention center, 203 room Sheraton Hotel, 350 space parking garage and pedestrian skywalk. Project cost - $100M

Courtyard by Marriott: Fort Wayne, Indiana (Harrison Square) 250-room Courtyard by Marriott convention center hotel with 9,500 s.f. conference, ballroom & prefunction space. Project cost - $30M

The H Hotel: Midland, Michigan 139,160 sq. ft. facility consisting of conference facility and 5-story 131-room hotel. Project cost - $23M

H.H Dow Leadership Academy at the H Hotel: Midland, Michigan Hotel renovation and expansion - new 5-star restaurant, café, bar and lounge, adding approximately 6,000 sq. ft of new space.. Project cost - $30M

MeadowView Marriott Conference Resort & Convention Center: Kingsport, Tennessee. 132,122 sq. ft. conference/convention space, 103,785 sq. ft. 305-room, seven-story hotel tower. In 2008 – 110 room expansion, 195 room renovation, indoor pool & fitness center addition. Project cost - $47M

Marriott Conference Hotel at Lafayette Yard: Trenton, New Jersey 197-room hotel tower, 15,000 net sq. ft. of conferencing facilities, 657-space parking garage. Project cost - $57.7M

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 51 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Erie Sheraton Bayfront Convention Center Complex LOCATION In 2004 an Acquest-led Development Team was awarded the development rights to the project by the Erie County Erie, Pennsylvania Convention Center Authority. Subsequently, Acquest entered into a Development Management Agreement with the DEVELOPMENT TEAM Authority to manage the development of the entire complex. Acquest facilitated and administered the financing, Acquest Development, Inc. developed the project, negotiated the franchise and marketing agreements and successfully asset managed the hotel Bloomfield Hills, Michigan during ramp up. Barton Malow Southfield, MI The Bayfront Convention Center complex consists of several building elements: a 136,000 square foot state of the art White Lodging Services, Inc. convention center, an eight story, 203-room Sheraton Hotel, and a 350 space parking garage. Located on Erie’s beautiful Merrillville, IN Presque Isle Bay, this $100M project is unique in that the various component parts of the complex are situated on two different parcels separated by a channel. The Sheraton Hotel and Parking Garage is situated on West Dobbins Landing. Starwood Hotels and Resorts

PROJECT COST Surrounded by water on three sides, the hotel is connected by a pedestrian skywalk to the adjacent convention center $48,758,672 Hotel & Skywalk located on the Sassafras Pier site. The pedestrian skywalk, or bridge, is a deep steel truss design with glass walls, offering $ 44,405,865 Convention Center dramatic views of the bay and the city to people inside. The climatized skywalk, situated 65 feet above the mean high $9,284,856 Parking Garage water level of the channel it traverses, connects via elevator towers to both the hotel and the convention center. It is $102,449,393 Total configured to allow public access from West Dobbins Landing to Sassafras Pier. FINANCING STRUCTURE $50,500,000 State RACP Grant The guestrooms occupy the upper six and one half floors. The hotel ground floor houses the lobby, registration desk, grand $47,631,520 Hotel Tax Exempt Bonds $2,500,000 City of Erie Infrastructure stair to the second floor meeting spaces, lobby seating with fireplace, bar, dining room, private dining room, spa, exercise Grants room and public toilets. The lobby is designed for clear sight lines through the hotel to Presque Isle Bay. The bar and the $ 700,780 PennDot Transportation dining room are next to the bay and open out onto an outdoor terrace for summer dining. $225,951 Erie/Western PA Port Authority $46,594 Restaurant Tenant Reimbursement $ 844,548 Erie County Conv. Ctr. Authority $102,449,393 Total

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 52 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

The “H” Hotel & H. H. Dow Academy LOCATION Acquest acted as the Developer and, in that capacity, analyzed the project feasibility, structured and negotiated the Kingsport, TN ownership entity, equity investment, debt financing component, hotel and conference center management agreement, construction related contracts, and land acquisition. Acquest has been the Asset Manager since opening. DEVELOPMENT TEAM Development Management Acquest Development, Inc. The 139,160 square foot The H Hotel and Conference Center was initially developed as a Marriott Conference Center Bloomfield Hills, Michigan consisting of a set of one-story, above-grade conference wings with approximately 14,000 net square feet of conference/ Construction Manager meeting space in a variety of room configurations along with pre-function, ballroom, conference services and coffee- Walbridge Aldinger break areas. The 131 room hotel tower includes 7 junior suites and an executive concierge level. The hotel has an indoor Detroit, Michigan swimming pool, whirlpool and exercise room and a 260-seat restaurant/lounge. Project Architects WBDC Group Grand Rapids, MI In 2006, The Dow Chemical Company decided to locate its H.H. Dow Academy within the hotel. At the same time, the Hotel Management (current) hotel’s ownership made the decision to decommission its existing restaurant and construct a new 5-star restaurant, along Dolce Hotels and Resorts Rockleigh, NJ with a café, bar and lounge, along the hotel’s Main Street frontage, creating an enclosed open air courtyard. This renovation of the hotel’s meeting spaces into a learning academy for Dow’s highest level executives, and the addition of approximately 6,000 square feet of new construction along the Main Street was designed to enhance the city’s downtown revitalization FINANCING STRUCTURE plans after the announcement of the construction of a minor league baseball stadium downtown. This $30M renovation $ 8,758,672 Debt was completed in October 2008 by Acquest who led the process from feasibility through opening. $15,000,000 Equity $30,000,000 Renovation (Equity)

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 53 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Courtyard by Marriott Harrison Square LOCATION In 2007 an Acquest-led Development Team was awarded to negotiate enough dedicated rooms within the Hilton Fort Wayne, IN the development rights to the hotel project by the City headquarter hotel given its limited size, the facility was of Ft. Wayne. Acquest structured the public/private underperforming. Initially, the City was seeking a 350 room partnership relationship and brought in private capital to full service hotel and offered numerous incentives to the PROJECT COST partner with the City. Acquest acted as co-developer. private sector to induce its development. Acquest modeled $25,000,000 the performance of the proposed hotel inclusive of the The hotel development consists of a full service $25 FINANCING STRUCTURE proposed City subsidy and determined, through discussions million, 250-room Courtyard by Marriott convention with investors and other sources of equity in the hotel A combination of private equity, traditional debt and public investment center hotel with 3 meal restaurant connected to the industry, that the only option for the including $6 million in state tax Grand Wayne Convention Center via a conditioned credits, recapture of room tax, property skywalk through the historic Embassy Theater. The hotel City, given the inability of the proposed hotel to provide a tax abatement and infrastructure is the critical initial component of Harrison Square, an development including a walkway reasonable market rate of return to the private sector, was connecting the hotel to the Grand economic redevelopment project led by the Fort Wayne for the City to consider owning the hotel or modifying its Wayne Center. Redevelopment Agency, White Lodging, Acquest and scope to overcome the economic gap in its cost versus value. Barry Real Estate. Harrison Square is a mixed-use public/ In collaboration with White Lodging, an economically viable private partnership consisting of the hotel, a $30 million scope was conceived after an analysis of the market and minor-league baseball stadium for the Fort Wayne Tin future needs of the Grand Wayne. Caps, 180 phased condos, 90,000 SF of phased retail/ commercial, a 900-car parking garage and numerous Subsequently, a development agreement was hammered public parks. out over several months between Acquest, White and the City including the agreed upon public participation in the As the result of a competitive RFP process, in 2007 an project. The Redevelopment Agency had assembled a TIF Acquest-led Development Team was awarded the right District which allowed for the bonding of infrastructure to negotiate for the development rights of the hotel improvements for the project and site acquisition. component of the Harrison Square redevelopment Additionally, the City was able to negotiate a package of state project by the City of Ft. Wayne Redevelopment tax credits totaling $6 million which, when combined with Agency. The City had recently expanded its convention the partial recapture of the prospective hotel’s room tax and center facility, The Grand Wayne, to over 200,000 SF property tax abatement facilitated a market return for the but because of the limited number of hotel rooms private investment equity needed. in proximity to the Grand Wayne and an inability

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 54 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Marriott MeadowView Conference Resort & Convention Center LOCATION Acquest acted as the Developer for the entire MeadowView Conference Resort & Convention Center and the Cattails Golf Kingsport, TN Course. In that capacity, Acquest structured the public/private partnership, arranged the private equity financing, and had the single-source responsibility for administering and monitoring the project budget and schedule. Acquest brought DEVELOPMENT TEAM Marriott to the table and negotiated the franchise and management agreement. Acquest continues to act as the Asset Acquest Realty Advisors, Inc. Bloomfield Hills, Michigan Manager. Chapman, Griffin, Lanier, Sussenbach Architects, Inc. Atlanta, Georgia The MeadowView Conference Resort & Convention Center has been developed as part of the 300-acre mixed-use Centex Rooney Construction Group MeadowView Master Development Plan. The publicly owned conference and convention center shares a common entry Ft. Lauderdale, Florida and and lobby rotunda with the 195-room, seven-story, privately owned hotel tower. The 132,122 square foot conference and GoinsRashCain convention center component of the project includes 35,000 square feet of flat floor exhibit space, 20,706 square feet of a Kingsport, Tennessee-based contractor meeting, banquet and pre-function space, and a full kitchen and back-of-the-house space to support a 200-seat restaurant, Marriott Conference Center Management Washington, D.C. hotel lobby lounge and room service. The conference facilities include a 96-seat amphitheater, two ballrooms and a full complement of board and meeting rooms, all designed with state-of-the-art audiovisual technology. FINANCING STRUCTURE ORIGINAL The 103,785 square foot hotel features 195 deluxe guest rooms, lobby lounge, health club, gift shop, outdoor swimming $16,000,000 Debt Hotel pool and spa, and two tennis courts. The entire complex including surface parking for 900 cars is located on 50 acres $24,000,000 Bond Issue Conf. & Conv. Ctr. surrounded by the new municipally-owned 18-hole championship Cattails Golf Course. The Cattails Clubhouse is located $ 7,000,000 Bond Issue – Golf Course immediately adjacent to the hotel’s outdoor pool and recreation area. RENOVATION $18,500,000 Equity Hotel $14,000,000 Bond Issue – Conf. & Conv. Ctr. As a result of the continued success of MeadowView, Acquest led a team that expanded the hotel and renovated the existing 195 rooms. The project commenced in the summer of 2008 and included the development of an additional 110 rooms, a state-of-the-art fitness facility and enhancement of the pool facilities. A simultaneous expansion of the conference facilities by the City took place in order to meet the demand induced by MeadowView and the increasing demand for space in east Tennessee due to economic growth in the region.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 55 RESIDENTIAL DEVELOPER

HUGHES PROPERTIES 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE contracts, and construction administration. Additionally, Hughes has a proven track record of facilitating the funding / financing of commercial and Legal Name: Hughes Properties, Inc. residential projects.

Subcontracting Relationships Principals: Ronald L. Hughes Hughes has developed long term relationships with architects, engineers, and contractors. These relationships allow us to develop quality projects on time HISTORY OF FIRM and within budget. Founded in 1982, Hughes Properties, Inc. has been actively involved in acquiring, developing, and managing a variety of major commercial, office, Total Projects the Last 10 Years – Case Study with Type / Nature Of industrial and planned residential communities. Michigan projects have Project and Principal Contact On the Project included office and hi-tech developments such as Arboretum Office Park and Case studies with relevant detail can be found following this narrative. University Commerce Park, high end residential developments in Birmingham and Bloomfield Hills, a 300+ acre PUD development in Novi, a 360,000 SF Within the past 10 years, Hughes has developed/co-developed one (1) high industrial park in Roseville, and affordable condominium developments in rise residential project containing approximately 320,000 SF and renovated Melvindale and Woodhaven. Additionally they were the co-developer for one (1) single user commercial property into a mixed-use multi-tenant Landmark, a 14 story, 324,000 SF, 606 bed student housing development building of approximately 44,000 SF. Currently Hughes has one (1) project constructed at the corner of S. University and Forest in Ann Arbor completed under development expected to break ground in early to mid-2016. in August, 2012. They also recently redeveloped the former Border’s flagship bookstore, located at the corner of Liberty and Maynard in Ann Arbor, into a Total Square Feet of Urban Projects Financed/Developed the Last 10 mixed-use building containing 45,000 SF of retail, office and restaurant space. Years 368,000 square feet Hughes takes single-source responsibility for each development project, which include project scope development, estimating, contractor and Other Relevant Experience consultant selections, site entitlements, and permitting. Upon completion of See history of firm for additional project information. construction, Hughes traditionally assumes the ongoing asset management including tenant lease negotiations, property repair and maintenance, long PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM term capital improvement projects, financing and eventual sale. See lead developer, CA Ventures, response.

Collectively, Hughes brings over 33 years of experience in the commercial Litigation, administrative or regulatory proceedings pending and within and residential market. Through its long term relationships with architects, the last 5 years where the Firm or any of the professional team were engineers, contractors and the brokerage and financial community, Hughes named a party has established a solid team that is able to effectively evaluate all aspects of a There is no pending litigation in which Hughes Properties I, Inc. or its project ensuring successful advancement from paper to reality. principals are a party.

KEY PROFESSIONAL ASSIGNED In the process of redeveloping the 44,000 SF mixed-use building, the Hughes Copies of Resumes and Qualifications team was named as a defendant in a suit brought for non-payment of a Resumes including qualifications and prospective roles can be found following sub-contractor that performed work on the job. Hughes was an innocent this narrative. party in this action as Hughes paid their General Contractor and the General contractor likewise paid the sub-contractor. Unfortunately, that sub- EXPERIENCE contractor illegally converted such funds in lieu of paying the plaintiff in this In-house Capabilities matter. The issue has been satisfied and the matter has been dismissed. Hughes’ capabilities include providing complete oversight of the entire development process from start to finish. This includes defining project scope and objectives, coordinating design with development team members, securing entitlements, evaluating construction bids, administration of

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 57 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Ronald L. Hughes

Summary Education

BS, Business Administration Mr. Hughes is the owner and President of Hughes Properties, Inc. which he founded in 1982. Prior to Ferris State University starting Hughes Properties, Mr. Hughes served as vice-president and senior loan officer for Michigan National Bank for 17 years where he was responsible for one of the largest commercial and real estate portfolios held Registration & Organizations by the bank. Over the past 33 years Mr. Hughes has been actively involved in acquiring, developing and Licensed MI Real Estate Broker managing a variety of major commercial, office, industrial, planned residential communities and student housing. Michigan projects have included office and hi-tech developments such as a 300,000 SF+/- office Roles & Responsibilities park in Farmington Hills, a hi-tech development in Auburn Hills knows as University Commerce Park, high

Project Executive end residential developments in Birmingham, Orchard Lake, Bloomfield Township and Bloomfield Hills, a Project Financing & Marketing 300+/- acre PUD residential/commercial development in Novi, Copper Creek a 300+ acre residential development in Farmington Hills, and a 315,000 SF industrial complex in Roseville. Hughes Properties was

also the co-developer of Landmark, constructed at the corner of S. University and Forest in Ann Arbor completed in August, 2012 and additionally redeveloped the former Border’s flagship bookstore, located at the corner of Liberty and Maynard in Ann Arbor.

Mr. Hughes provides leadership to Hughes Properties, Inc. by overseeing all aspects of the design and entitlement process, as well as marketing and financing for each project. Recent Relevant Project Experience – Project Executive and Financing

Former Border’s Flagship Store Redevelopment: Ann Arbor, MI Hughes Properties acquired the rights to redevelop this landmark property in Ann Arbor, MI in June, 2012. The old Border’s Bookstore was converted from a single use building to a multi-tenant mixed use development containing a total of approximately 22,000 SF of commercial and restaurants on the ground level and 22,000 SF of office on the second level. Project costs - $5.6M

Harrison Sq The Landmark (Co-Developer): Ann Arbor, MI The “Landmark” is a 324,000 SF 14-sotry student housing development. The project contains 606 student beds within 173 apartments. In addition, the building contains 2 sub-levels for parking, first floor retail, and amenity space located on the second floor which includes an exercise room, theater, yoga studio, and game rooms. The 2nd floor exterior roof terrace includes a barbecue station, hot tub, and lounging areas for student residents. Project cost - $72.1M

Lincoln Station (Pre-Construction): Birmingham, MI This Rail District Live/Work Apartments is a mixed-use 4-story project consisting of 1st floor garage parking and retail, with 33 market rate apartments on the upper floors. Project cost - $10.7M

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Patricia M. Fix

Education Summary BS, Accounting University of Detroit Mrs. Fix is the owner and President of Property Accounting Services, Inc. an accounting and property management firm founded in 1991 and located in Bingham Farms, MI. Prior to starting Property Accounting Registration & Organizations Services, Inc. Pat served 7 years with the public accounting firm of Doeren, Mayhew & Company, including 4 Licensed MI CPA years as an audit manager. She then became the controller of a large regional lumber company, which also American Institute of CPA’s owned various construction and real estate related companies. Michigan Association of CPA’s Since 1984, she has partnered with Hughes Properties by providing all financial projections, accounting, and

Roles & Responsibilities property management support. She has been instrumental in the success of diverse projects, including land Financial Projections development, retail centers, condominium developments, industrial complexes, student housing and mixed Project Financing use developments over the past 30 years with both Hughes Properties and with her other clients.

Project Accounting Recent Relevant Project Experience – Project Projections, Financing and Accounting

Former Border’s Flagship Store Redevelopment: Ann Arbor, MI Hughes Properties acquired the rights to redevelop this landmark property in Ann Arbor, MI in June, 2012. The old Border’s Bookstore was converted from a single use building to a multi-tenant mixed use development containing a total of approximately 22,000 SF of commercial and restaurants on the ground level and 22,000 SF of office on the second level. Project costs - $5.6M

Harrison Sq The Landmark (Co-Developer): Ann Arbor, MI The “Landmark” is a 324,000 SF 14-sotry student housing development. The project contains 606 student beds within 173 apartments. In addition, the building contains 2 sub-levels for parking, first floor retail, and amenity space located on the second floor which includes an exercise room, theater, yoga studio, and game rooms. The 2nd floor exterior roof terrace includes a barbecue station, hot tub, and lounging areas for student residents. Project cost - $72.1M

Lincoln Station (Pre-Construction): Birmingham, MI This Rail District Live/Work Apartments is a mixed-use 4-story project consisting of 1st floor garage parking and retail, with 33 market rate apartments on the upper floors. Project cost - $10.7M

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 59

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Sean T. Havera

Education Summary BS, Civil Engineering Emphasis in Construction Mr. Havera joined Hughes Properties in 2005 bringing over five years of experience in construction Management management acquired by working for a publicly held building management company where he was Michigan Technological University responsible for developing project cost estimates, soliciting proposals from contractors, and assisting in the

planning and execution of construction projects. MS, Finance Walsh College Mr. Havera supports Hughes Properties leadership by providing project scope development, estimating,

contractor and consultant selections, site entitlements, permitting and construction oversight. Roles & Responsibilities Owners Representative Project Management Recent Relevant Project Experience – Owners Representative and Project Management

Former Border’s Flagship Store Redevelopment: Ann Arbor, MI Hughes Properties acquired the rights to redevelop this landmark property in Ann Arbor, MI in June, 2012. The old Border’s Bookstore was converted from a single use building to a multi-tenant mixed

use development containing a total of approximately 22,000 SF of commercial and restaurants on the ground level and 22,000 SF of office on the second level. Project costs - $5.6M

Harrison S The Landmark (Co-Developer): Ann Arbor, MI The “Landmark” is a 324,000 SF 14-sotry student housing development. The project contains 606 student beds within 173 apartments. In addition, the building contains 2 sub-levels for parking, first floor retail, and amenity space located on the second floor which includes an exercise room, theater, yoga studio, and game rooms. The 2nd floor exterior roof terrace includes a barbecue station, hot tub, and lounging areas for student residents. Project cost - $72.1M

Lincoln Station (Pre-Construction): Birmingham, MI This Rail District Live/Work Apartments is a mixed-use 4-story project consisting of 1st floor garage parking and retail, with 33 market rate apartments on the upper floors. Project cost - $10.7M

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Border’s Bookstore Redevelopment LOCATION In June 2012, Hughes Properties entered into a long-term ground Ann Arbor, Michigan lease with the fee title owners. Hughes redeveloped the property, oversaw the construction of the building core and shell as well DEVELOPMENT TEAM Hughes Properties, Inc. as the tenant build outs, facilitated and administered project Bingham Farms, Michigan financing, negotiated tenant leases, and continues to manage the Orion Development, LLC project after completion and tenant occupancy. Auburn Hills, Michigan Located in downtown Ann Arbor, at the epicenter of what Property Accounting Services, Inc. Bingham Farms, MI many consider one of the region’s most desirable cities, Hughes Properties redeveloped the formers Border’s Flagship building Lovell Contractors Mason, MI sitting on 0.51 acres at the corner of East Liberty and Maynard Street. The Border’s Bookstore Redevelopment consisted of Hobbs+Black Associates, Inc. converting the 43,000 square foot building from a single use Ann Arbor, MI facility into a multi-tenant mixed use development containing PROJECT COST= a total of approximately 22,000 square feet of commercial and $5,660,000 Total restaurant space on the ground level and 22,000 square feet of office on the second level. Renovations began in December 2012 FINANCING STRUCTURE with the first tenants taking occupancy in October 2013. The $2,800,000 Construction Loan $2,860,000 Equity tenant opening is scheduled to occur in early summer of 2015. $5,660,000 Total The building is now home to a mix of national, regional, and local tenants which include: Pieology, Huntington Bank, Slurping Turtle, Sweetwaters Coffee & Tea, Knights Restaurant, HopCat, Prime Research and University of Michigan.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 61 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Lincoln Station

LOCATION In February 2015, Hughes Properties secured Final Site and winding sidewalks. The 33 one and two bedroom Birmingham, Michigan Plan approval from the City of Birmingham for the Lincoln apartments located on the 2nd through 4th floors that will Station project located in the Rail District. Hughes vary in size from 759 SF to 1,450 SF will be highlighted by DEVELOPMENT TEAM Hughes Properties, Inc. Properties, as the developer of the project, will oversee hardwood floors, ceramic tile and gourmet kitchens with Bingham Farms, Michigan construction of the building, facilitate and administer granite countertops. 9’ ceilings in the bedrooms and living Orion Development, LLC construction and mortgage financing, negotiate tenant area will add to the general feel of spaciousness within Auburn Hills, Michigan leases and manage the project after tenant occupancy. each apartment. 33 covered parking spaces, as well as Construction is planned to start in the Spring of 2016 with 1,816 SF of commercial space which can accommodate a Property Accounting Services, Inc. Bingham Farms, MI occupancy anticipated in the Summer of 2017. live-work environment, will be located on the ground level. The Rail District has an eclectic mix of upscale boutiques, Wolverine Construction Mason, MI While there is very high demand to live within art galleries, antique shops and dining/entertainment Birmingham, there is currently a lack of available and establishments including Big Rock Chophouse and Griffin Hobbs+Black Associates, Inc. desirable multi-family housing in the downtown area. Claw Brewing Company. This area is just minutes away Ann Arbor, MI Most of the available units are contained in outlying from downtown Birmingham and the Somerset Collection PROJECT COST communities that do not offer the walkability of the Rail in Troy. Amtrak stops 3 times every day at a platform on $8,200,000 Total District or the proximity to downtown Birmingham. Many South Eton next to Big Rock Chophouse, allowing easy of these existing multifamily properties are products of access to Chicago. FINANCING STRUCTURE the 1960’s-1980’s and are outdated and unattractive to This planned development is located directly across $5,630,000 Construction Loan young professionals, empty nesters, singles or couples who from Kenning Park - the primary recreation complex in $2,570,000 Equity $8,200,000 Total desire to live in modern high quality housing in a vibrant the community and home to the Ice Sports Arena. The community such as Birmingham. Racquet Club is also located at Kenning Park. It provides year round tennis opportunities for area residents, To meet this pent up demand, Hughes Properties will be including tennis lessons and leagues, all within a facility developing a .81 acre site located in the neighborhood which offers locker rooms, a pro-shop and children’s known as the “Rail District”, considered the hottest nursery. Outdoor facilities include three Little League new area in Birmingham. Lincoln Station, as the baseball diamonds and one softball diamond, four tennis development will be known, is designed to provide upscale courts, a skate park and open space. contemporary living with luxury interiors, lush landscaping

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 62 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Landmark Mixed-Use Development LOCATION In October 2010, Hughes Properties secured Final Site Plan Ann Arbor, Michigan approval for the Landmark Mixed Use project. Hughes assembled the property, secured the entitlements, and obtained Brownfield DEVELOPMENT TEAM Hughes Properties, Inc. and MBT tax credits. After partnering with CA Ventures, Bingham Farms, Michigan construction, which was overseen by Hughes, commenced in CA Ventures February 2011 and was completed in August 2012. Chicago, IL Located in the heart of the University of Michigan’s student Property Accounting Services, Inc. Bingham Farms, MI activity zone, Landmark is situated on approximately 0.79 acres on the southeast corner of South University Avenue and South Stevens Construction Madison, WI Forest Street. Literally steps from libraries, cafes and classrooms, Landmark’s exceptional location provides students with Hartshorne Plunkard Architecture unparalleled pedestrian access to the University’s central campus. Chicago, IL

PROJECT COST= Landmark was one of the first new student housing developments $72,150,000 Total in over 40 years in Ann Arbor. It is a 324,000 square foot building, containing two sub-levels of parking, first floor retail, and amenity FINANCING STRUCTURE space on the second floor which includes an exercise room, theater, $45,000,000 Construction Loan 45,000,000 Construction Loan yoga studio, and game room. The exterior roof top terrace includes $25,200,000 Equity a barbecue station, hot tub, and lounging area for the student $ 1,950,000 MBT Credit residents. 606 student beds within 173 apartment units are $72,150,000 Total located on the second through the fourteenth floors. The building is also home to a mix of national, regional, and local tenants which include: 7-Eleven, Tim Horton’s, No Thai, and World of Beer.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 63 PROJECT ARCHITECT 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE We create dynamic “people places” that attract and engage. From entrances and lobbies, to collaborative gathering spaces, to high-end living environments, our designs place focus on what’s most important - the user. Legal Name: Neumann/Smith Architecture Our team’s understanding of a multitude of building functions adds value to projects because our team will look beyond the realm of typical architecture. Principals: Joel Smith, AIA We design for, and around, people. Gene Carroll, AIA, LEED AP BD+C Stephen J. Gedert, AIA, LEED AP Multi-Unit Housing. The vitality and style that distinguish Neumann/ Stanley E. Cole, AIA, LEED AP BD+C Smith are reflected in the firm’s multi-unit housing and mixed-use practice. Michael D. West, AIA, LEED AP BD+C Neumann/Smith has designed over 3,000 beds for student housing, and over J. Michael Kirk, AIA, LEED AP BD+C 2,500 apartment, condo and loft units over the last ten years. Our experience with both institutional and privately-owned housing alternatives gives us HISTORY OF FIRM an understanding of current trends and issues to meet the unique needs and Neumann/Smith Architecture is a distinguished design firm noted for its interests of diverse populations. creativity in achieving client goals. That creativity has distinguished our work for over four decades, earning the firm over 200 awards including the Retail Spaces. Neumann/Smith’s retail environments invite and perform. prestigious AIA Michigan Architecture Firm Award and numerous features We provide professional services for the mixed-use developments, specialty in the international architectural press. We have received commendations shops, shopping malls, dining facilities, and entertainment centers across for exemplary teamwork including Marvin M. Black Excellence in Partnering the country. Neumann/Smith offers a wide range of specialized services to Awards. Our expertise in addressing technical issues and our ability to help clients address the evolving needs of their retail developments including manage complex projects have been recognized by several Build America and master planning, site development, project management, environmental Build Michigan awards from the Associated General Contractors of America. graphics, due diligence, sustainable design assessments, and tenant coordination. Founded in 1968, Neumann/Smith continues to build on its history of design excellence with a talented group of individuals who share an unwavering Sustainable Solutions. “Green” strategies are an integral part of every commitment to exceptional service and the highest standards of professional design. We know that even small measures can make a big difference over practice. the lifetime operation of a facility. Over half of our architects and interior designers are LEED Accredited Professionals and our portfolio of work includes The firm specializes in architecture, planning, interior design and historic two million square feet of LEED rated projects. preservation for corporate and municipal offices, mixed-use developments, multi-unit housing, parking structures, commercial and retail centers, and Technical Capabilities. We are proficient with major Computer Aided Design higher education facilities. Systems (CAD) and Building Information Modeling (BIM) programs including the latest versions of Revit, Navisworks, Rhino and AutoCAD, as well as Adobe KEY PROFESSIONAL ASSIGNED Creative Cloud and Microsoft Office Suites for the production of contract documents and schedule tracking. Copies of Resumes and Qualifications

Resumes including qualifications and prospective roles can be found following To help our clients visualize their projects, we have in-house expertise in this narrative. SketchUp, Rhino, Autodesk 3D Max Design, Point Cloud Data and Apple Quicklime VR, tools used to generate three dimensional CAD modeling, photo EXPERIENCE realistic renderings, animations and interactive simulations of sites, exterior In-house Capabilities and interior spaces. Many of our clients rely on our sophisticated in-house We provide comprehensive architectural services. Our focus on architecture computer capabilities to support their marketing and fundraising campaigns. allows us to excel in our profession. It gives us the freedom to bring together the best engineering and specialty consultants to meet the unique needs of each project. Our architects and interior designers are skilled in master planning, site evaluation, feasibility studies, space planning, architecture, interior design, and project management.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 65 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Subcontracting Relationships Collaboration is a routine part of our practice. We typically hire civil, structural, mechanical and electrical engineers, and landscape architects. We often utilize the consulting services of nationally renowned specialists in audio and visual technology, data and communications, lighting, and acoustics. Our long-term working relationships with many of our consultants provides the efficiencies and integrated communication typical of a large A/E practice, plus the creativity and checks and balances of independent firms.

Total Projects the Last 10 Years – Case Study with Type / Nature Of Project and Principal Contact On the Project Gillespie Group The Outfield Apartments, Lansing, Michigan Case studies with relevant detail can be found following this narrative. Neumann/Smith Architecture

Total Square Feet of Urban Projects Financed/Developed the Last 10 Years While not a direct financier of developing projects, Neumann/Smith has been involved with the design and construction of over 850,000 square feet of mixed-use, multi-unit housing projects in the past 10 years.

Other Relevant Experience See history of firm for additional project information.

PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM See lead developer, CA Ventures, response.

Litigation, administrative or regulatory proceedings pending and within Broder & Sachse The Scott at Brush Park, Detroit, Michigan the last 5 years where the Firm or any of the professional team were Neumann/Smith Architecture named a party With an active and diverse practice, Neumann/Smith has occasionally had claims filed against us which have been reported to our insurance carrier. During the past ten years, the firm has expended less than $20,000 for frivolous claims relating to design errors and omissions.

We can assure you that there are no pending judgments, arbitrations or lawsuits that offer potential risk to the viability or financial security of our firm.

Because of confidentiality agreements with our clients, we cannot in good faith identify claims in an unsecured document such as this submittal. We will, however, provide your legal counsel with details of any claims we have been involved in if you have them contact us directly. Zaragon Holdings Zaragon West, Ann Arbor, Michigan Neumann/Smith Architecture

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 66 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Joel Smith, AIA PROJECT EXECUTIVE

REGISTRATION Joel has been instrumental in establishing Neumann/Smith as one of the leading architectural firms Registered Architect in Michigan, 1984; also in Michigan. He joined the firm in 1980 and became a Partner in 1987. Now serving as President, registered in Arizona, Connecticut, Florida, Georgia, he continues to build a diverse practice reflecting the balance of creative vision and practical Illinois, Indiana, Kentucky, New Hampshire, North performance that has become one of the hallmarks of the firm. Joel’s aptitude for business and Carolina, Ohio, Tennessee, Texas, Utah and Virginia hands-on project involvement, especially during production and construction phases, continue to National Council of Architectural Registration Board play a major role in the success of some of the firm’s most demanding projects. Certification Design Professionals Risk Control Group (DPRCG) —— The Scott at Brush Park (five-story mixed-use building with retail and residential lofts), Detroit, MI — EDUCATION — Bedrock Real Estate Services, “Z” Deck (10-story, 530,000 sf, mixed-use facility with 14,000 sf of retail on Broadway, 18,300 sf of retail on Library, and parking for 1,287 cars), Detroit, MI Master of Architecture with High Distinction, University of Michigan —— Meridian Health (company relocation from two locations to 270,000 sf of the Compuware Building), Detroit, MI Bachelor of Science in Architecture, University of Michigan —— Campbell Ewald Headquarters (122,000 sf design of advertising agency offices), Detroit, MI PROFESSIONAL / CIVIC AFFILIATIONS —— Bedrock Real Estate Services, Quicken Loans Offices in Chrysler House (11 Floors, 173,500 sf, 1,350 employees), Detroit, MI American Institute of Architects (AIA) —— Bedrock Real Estate Services, M@dison Building Renovation, (50,000 sf transformation of historic AIA Michigan / AIA Detroit building into a digital entrepreneurial hub), Detroit, MI CoreNet Global —— Bedrock Real Estate Services, First National Building Renovations, Detroit, MI Real Estate Roundtable, Board of Governors —— Bedrock Real Estate Services, Quicken Loans Offices in One Woodward (107,000 sf interior Urban Land Institute renovation), Detroit, MI Jewish Federation of Metropolitan Detroit, Real —— Meridian Health Plan 777 Woodward Suite (44,000 sf renovation decentralizing private offices Estate and Property Management Committee to be located with the departments they supervise, 619 employee spaces including planned Ferris State University, Commission for the Future, growth), Detroit, MI Architectural Advisory Board 2012 —— Meridian Health Plan, 1001 Woodward Suite (39,115 sf, 237 spaces including planned growth), Detroit, MI —— DTE Energy Campus Enhancements, Detroit, MI —— Urban Science Corporate Office Relocation (60,000 sf), Detroit, MI

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 67 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Scott Bonney, AIA, LEED AP BD+C PROJECT DESIGNER

REGISTRATION Scott is an Associate and Design Director at Neumann/Smith. He’s an inventive thinker who’s not afraid Registered Architect in Michigan to abandon convention and take a creative approach to meet project challenges. An exceptional problem solver with 34 years experience, he has a remarkable ability to quickly produce planning and design LEED Accredited Professional, concepts. He works closely with our clients, providing leadership for project programming, concept Building Design + Construction development, schematic design and design development. He works in partnership with key designers LEED Accredited Professional in the engineering and specialty disciplines to create a fully integrated design concept. His involvement continues during the construction documents phase and construction process to ensure that the project’s functional and aesthetic design goals are realized. EDUCATION Bachelor of Architecture, Scott has developed expertise in the planning and design of mixed-use projects, multi-unit housing Lawrence Institute of Technology facilities, and parking structures. Scott is an active member of the National AIA Housing Committee, and Bachelor of Science in Architecture, the National AIA Technology in Architectural Practice Committee. Lawrence Institute of Technology —— The Scott at Brush Park (five-story mixed-use building with retail and residential lofts), Detroit, MI PROFESSIONAL / CIVIC AFFILIATIONS —— Crosswinds Communities, Birmingham Lofts at Eton Street Station, Loft Re-Design (60 Units), American Institute of Architects (AIA) Birmingham, MI AIA Michigan —— Gillespie Group and Caddis Development Group, Midland East End Development (226,155 sf private development, includes retail shops, restaurants, offices, satellite campus, medical clinic and a wellness AIA Detroit center), Midland, MI AIA National, Housing Committee —— Caddis Development Group LLC , Trowbridge Lofts (15,000 sf of retail space on the first floor and 57 AIA National, Technology in studio, one- and two-bedroom apartments on the remaining floors), East Lansing, MI Architectural Practice Committee —— Gillespie Group, The Outfield Lofts (84 residential units overlooking the Cooley Law School Stadium), Troy-Birmingham Transit Center Charrette Lansing, MI Lawrence Technological University, Guest Lecturer —— Zaragon Place Housing (128,300 sf privately developed dramatic and flexible living spaces featuring a City of Birmingham, dramatic glass lobby, retail spaces and a two-story ground level fitness center), Ann Arbor, MI Architectural Review Committee —— Zaragon West (133,862 sf privately developed student housing project with two levels of above grade parking for 40 cars), Ann Arbor, MI —— Denali Development, Metro Lofts (30 Residential Lofts and Garages), Royal Oak, MI —— Denali Development, Loft322 (21 Units), Ann Arbor, MI —— Bedrock Real Estate Services, “Z” Deck (10-story, 530,000 sf, mixed-use facility with 14,000 sf of retail on Broadway, 18,300 sf of retail on Library, and parking for 1,287 cars), Detroit, MI —— EdR, The Courtyards (331 Units, 900 Beds) and Parking, Ann Arbor, MI

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 68 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

John McGarry PROJECT DESIGNER

EDUCATION John joined Neumann/Smith in 2012, bringing an impressive portfolio of thoughtful design Master of Architecture, solutions demonstrating an understanding of the “big idea” and a dedication to the small details Lawrence Technological University, 2017 necessary for architectural clarity and quality. John has vast experience with 3D modeling and 3D rendering with programs such as 3ds Max, Revit, Rhino and Grasshopper. Bachelor of Science in Architecture, Lawrence Technological University, 2011 John works closely with our clients, providing leadership for project programming, concept BIM Certificate and Visual Communication from development, schematic design and design development. He works in partnership with key Lawrence Technological University, 2011 designers in the engineering and specialty disciplines to create a fully integrated design concept. His involvement continues during the construction documents phase and construction process to ensure that the project’s functional and aesthetic design goals are realized.

—— The Scott at Brush Park (five-story mixed-use building with retail and residential lofts), Detroit, MI —— Campbell Ewald Headquarters (122,000 sf design of advertising agency offices), Detroit, MI —— Bedrock Real Estate Services, M@dison Building Renovation (50,000 sf transformation of historic building into a digital entrepreneurial hub), Detroit, MI —— Sterling Building, 220 Congress Lofts Study, Detroit, MI —— State of Michigan Collaborative Zone (7,500 sf renovation in Dime Building), Detroit, MI —— Bedrock Real Estate Services, First National Building Lobby Renovation (27,000 sf), Detroit, MI —— Farbman Group, Cadillac Tower Renovations (9,000 sf interior renovation of main lobby, mezzanine and wine bar addition; and exterior facade renovation and entrance addition), Detroit, MI —— The Taubman Company, Dolphin Mall Canopies, Miami, FL —— Bedrock Real Estate Services, Bates Parking Deck, Detroit, MI —— The Taubman Company, H&M Dolphin Mall, Miami, FL

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 69 Zaragon Holdings Zaragon West

LOCATION Zaragon West offers an alternative lifestyle for residents seeking Ann Arbor, Michigan dramatic and flexible living spaces in a state-of-the-art building. Safe, secure, centrally located and packed with high tech amenities SIZE 133,892 GSF 14 Stories (182 beds) are just a few of the features that establish Zaragon West as a premier address, becoming one of the first buildings to implement COST Ann Arbor’s goal of adding high density housing, structured parking $25,000,000 and ground level retail space under the new A2D2 Core Zoning District Regulations. COMPLETION July 2012 The thirteen story high building includes 99 loft apartments on floors 4-14 ranging from 629 sf for a one-bedroom unit with one bathroom to 1,356 sf for a four-bedroom unit with three bathrooms (198 beds total). The most common units offer 840 sf of living area in two- bedroom, two-bath unit configurations.

The building features a ground level lobby, fitness center, and a NeoPapalis Pizzeria with seasonal outdoor dining on the corner, adding to the vibrant street frontage along this important urban intersection. Two levels of above grade parking for 40 cars are available for resident use.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 70 Zaragon Holdings Zaragon Place

LOCATION Neumann/Smith designed a new, privately developed housing Ann Arbor, Michigan project, centrally located in the heart of the University of Michigan’s SIZE central campus. 66 Units 128,300 gsf The nine story high building, plus partial mezzanine creating two- 40 Car Underground Parking Structure story high penthouses on the top floor, features a dramatic glass lobby, and a 2-story ground level fitness center. The architectural COST style combines traditional Campus Gothic typology with an edgy $20,000,000 $21,000,000 Estimated industrial loft aesthetic. $20,000,000 Actual $156/sf The project offers dramatic and flexible living spaces in a state- COMPLETION of-the-art high rise building. Lofts range in size from 917 sf for a March 2009 two-bedroom unit with one bathroom, to 2,034 sf for a six-bedroom May 2009 Contracted unit with three bathrooms, spacious lofts areas and two-story great April 2009 Actual October 2006 Award rooms. The most common units offer 1,255 sf of area in a four- bedroom, two bath unit configuration.

A high level of controllability of lighting and thermal comfort ensures building user control to maximize comfort while not wasting energy. Living spaces utilize operable windows for natural ventilation to minimize the consumption of energy and to provide fresh air.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 71 Broder & Sachse The Scott at Brush Park

LOCATION The Scott at Brush Park is a five-story mixed-use building that Detroit, Michigan includes incredible amenities, such as a courtyard with a swimming pool, recreation space, and underground parking. Containing SIZE 201 Units approximately 200,000 square feet, the modern building will fill an 200,000 sf entire block with retail and residential lofts. Residential and Retail Studio, one, two and The development is primarily residential, with 200 loft-style three bedroom units apartments on the upper four floors, including studio and up to 3-bedroom units. A small section of the building will face Woodward COST Confidential Avenue, but the majority of the footprint travels down Erskine and then parallel to John R.

The building’s U-shape wraps around an interior area featuring parking (some underground) topped with a roof terrace, pool included. The multiple colors break up the facade of the structure to scale the building to the block.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 72 Gillespie Group The Outfield Apartments

LOCATION Gillespie Group’s newest development, The Outfield, will consist of 80 Lansing, Michigan residential units overlooking the Cooley Law School Stadium. Residents will be able to watch baseball games from the comfort of their living SIZE 84 Apartments rooms, and share in the excitement that the Lugnuts bring to the Capital City. COST Confidential The apartments will attract those who value active lifestyles and want to live in an urban environment. The building will include (84) Market Rate COMPLETION Loft Apartments on Levels 2-4. 2016 for Opening Day

(6) Studio Apartments, (42) one bedroom-one bathroom apartments, (15) two bedroom- one bathroom apartments and (21) two bedroom- two bathroom apartments will be located on the upper levels of the building. A spacious lobby, with a covered entrance will be located adjacent to the leasing office on the north side, while a multi-purpose game day viewing area and full service restaurant will face the field to the south.

All great rooms will include large panoramic floor to ceiling windows that will offer fantastic views of the ball field or to the north and will include operable portions for ventilation. Most second level units in will have access to private roof terraces. Roof terraces on level 2 will include a cast-in-place concrete surface. Most upper level units in will have access to a private balcony. Balconies will include Trex decking.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 73 LEED SILVER Gillespie Group and Caddis Development Group Midland East End

LOCATION Across from the Dow Diamond Baseball Stadium, downtown Midland, Michigan Midland’s newest development brings a contemporary feel to SIZE the East End District. The 5.5 acre site has been planned to be 226,155 sf developed in multiple phases, starting with a mixed-use building at the southern end of the site. COST $26,500,000 The ground level is designed as a flexible floor plan that can include COMPLETION a wide variety of retail shops, cafés, restaurants, private banking 2014 offices, an ambulatory medical clinic and a wellness center. A (Construction Start central core leads to three upper levels of flexible office space. Fall 2012)

LEED SILVER The site has been laid out to reduce the scale and impact of surface parking by creating an internal drive system that provides vehicular and pedestrian circulation in a more urban context. The D-O Overlay regulations require that the building massing be placed adjacent to public roads, and not set back from the street. This creates an urban pedestrian experience with diagonal street parking as an extension of downtown.

Future mixed-use phases may extend the western edge of the building or include a separate mixed-use building overlooking the river. The north quadrant of the site may include additional mixed uses, or a parking structure.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 74 Morningside Group Skylofts Royal Oak

LOCATION Adjacent to the Main Place complex (designed by Neumann/Smith) Royal Oak, Michigan that houses Barnes & Noble and upscale retail and dining, Skylofts Royal Oak offers 70 dramatic residences atop a new eight-story SIZE 160,727 sf building that also includes private parking, a fitness center and 70 Units ground-floor retail. The sleek, contemporary structure has five 8 Stories residential floors sheathed entirely in glass with distinctive trim and 16,700 sf Retail balconies. 106 Car Parking Garage Inside, each loft boasts an open-plan layout affording flexible living COST $14,500,000 spaces, thanks in part to 10-foot exposed concrete ceilings and island kitchens. In addition to the panoramic city views from each COMPLETION home’s floor-to-ceiling windows and private balcony or terrace, 2004 sophisticated touches like hardwood floors, granite countertops, and a gas fireplace are the norm.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 75 Denali Development Group Loft322

LOCATION This exciting residential loft development on East Liberty is an infill Ann Arbor, Michigan project located within downtown Ann Arbor. The project is inspired SIZE by the great urban lofts of America’s industrial past. Vast interior 39,031 sf volumes, housed within brick, stone and industrial glazing, provide 21 Units an urban lifestyle unlike typical multi-family housing alternatives. 23 Parking Spaces 5 Stories The five-story building includes twenty-one new residential lofts, parking garages, private outdoor courtyards, balconies and rooftop COST terraces. $5,200,000

COMPLETION The exterior features large industrial-style windows that will 2007 punctuate the brick and stone facades inspired by SOHO and Tribeca Districts in New York, and Printers Row in Chicago.

The interiors have a true industrial loft aesthetic including tall ceilings framed with exposed steel bar joists and metal deck or concrete ceilings, exposed mechanical systems, sealed and stained concrete floors and exposed load-bearing masonry interior walls. Most interior walls are partial height, showcasing soaring volumes. Sliding flush solid-core wood panels on industrial hardware provide flexible room division, allowing flexible use on interior spaces.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 76 PLAZA DESIGNER & PROGRAMMER

Elena Madison VICE PRESIDENT

Phone: 212.620.5660, ext. 325

Email: [email protected]

Elena Madison is a veteran placemaker at PPS, an urban planner with rich experience in the planning and design of parks, plazas and community anchors. She has a passion for working with people in communities to build a shared vision and to create the active and diverse public spaces that reinforce a community’s sense of pride and ownership.

In the fourteen years since she joined PPS, Elena has directed, managed and participated in many of PPS’ most exciting projects in downtown revitalization, park and plaza planning, campus and cultural center development, as well as in international training and technical assistance initiatives.

PROFESSIONAL EXPERIENCE Currently, Elena is working on a number of parks, squares, waterfronts and cultural institution planning projects that encompass collaborative visioning, concept development as well as management and programming ideas for the public spaces that are being created. She is working closely with designers, economic development experts and public space managers from other organizations to seamlessly bring the concepts developed in the public visioning process through design development and further.

Her most recent work includes placemaking initiatives in Detroit’s Belle Isle and Campus Martius, at the Virginia Museum of Fine Arts in Richmond; at Houston’s Central Library; on Astor Place in New York City; and Travis Park in San Antonio. She has been a core member of PPS’ team collaborating with Southwest Airlines and local partners in the Heart of the Community program offering technical assistance and support for public space revitalization. Elena is heading up a collaboration between PPS, OCLC and Redbox on Outside the Box, a community initiative sponsored by Redbox to bring people together for free, fun, public entertainment experiences in the public spaces in and around their libraries. In 2104 she worked with twenty two libraries in small communities to facilitate Placemaking ideas, and advise on event design and management. Elena is also managing PPS’ international training and technical assistance program for Central and Eastern Europe focusing on building local knowledge and capacity with a current pilot intervention in Warsaw, Poland which includes the design, programming and deployment of a mobile library environment to activate selected public spaces in the Polish Capital.

Elena has been the keynote speaker, presenter and trainer at numerous national and international conferences, seminars and trainings. Her most recent engagements include lectures, trainings and technical assistance in Pittsburgh at the Placemaking Leadership Council (2014); in NYC at the International Downtown Association conference (2013); in Bratislava, Slovakia as a keynote to the 1st International Scientific Conference on Public Spaces (2014); in Athens, Greece at the Crisis-Scape Conference (2014); in Kuala Lumpur and Penang, Malaysia with partners ThinkCity (2014); at Helsinki Design Week (2013).

Resume – Elena Madison Page 1 of 2

3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE the design of the ground floors, storefronts, transit and civic uses that will support the public spaces and ensure their success. With our expertise in plaza and street design, parks, public markets, libraries and public buildings, Legal Name: Project for Public Spaces, Inc. we can bring a holistic approach to an entire development.

Principals: Fred Kent Process Our Placemaking approach is firmly rooted in the participation of key HISTORY OF FIRM stakeholders and the community in the planning process through a series of Project for Public Spaces (PPS) is a non-profit planning, design and Placemaking tools including workshops, pop-up activities, surveys, etc. The educational organization dedicated to helping people create and sustain Placemaking process also helps to put the development team, the City and public spaces that build stronger communities. Our pioneering Placemaking members of the citizenry on the same page regarding the overall vision for approach helps transform public spaces through programs, uses and the place. It could help break down barriers among interest groups and forge people-friendly amenities into vital places that highlight local assets, spur a common approach that will optimize the interests of all parties. rejuvenation and serve common needs. Design PPS was founded in 1975 to apply and expand on the work of William (Holly) PPS provides conceptual design and expertise in the layout of public spaces. Whyte, the author of The Social Life of Small Urban Spaces. Since then, we We particularly contribute in the following areas: have worked in over 3000 communities in 43 countries and all 50 US states. —— Flexibility: Public spaces must be designed and managed to respond PPS’s unique Placemaking approach evolved from the basic premise that to the changing needs of a community. Design should be flexible and successful public spaces are lively, secure and distinctive places that function responsive rather than fixed and static. We help develop a strategy that for the people who use them. To develop successful public spaces, we find will allow for the evolution of the public space as the development grows that it is essential to understand the needs of both current and potential and changes. users and of community dynamics and conditions. We partner with public —— Access: Access and linkages play a major role in creating vibrant public and private developers, federal, state and municipal agencies, business spaces. We help to optimize pedestrian, transit, bicycle and vehicular improvement districts, neighborhood associations, cultural and educational mobility and access. institutions, environmental and civic groups to enrich communities by —— Amenities: PPS has studied in depth the role of seating, lighting, shade, Infostering addition to being successful simply a great place public to eat lunch spaces. for the thousands of nearby office workers, more than 200 events, ranging from the Detroit International Jazz Festival to a story hour for kids, are held throughout the year. The square’s popularity also extends to the winter months. The ice rink is open and crowded 125 days a year. water and landscaping – in short the amenities that make people feel safe We provide services related to the planning, programming, management and comfortable in a public space – and we bring this expertize to the and design of public spaces that integrate all of the uses for a mixed-use table to inform the design. development and fitting it within the surrounding community. We assist in —— Ground Floors: PPS works with the development team on the design of

Detroit,the design MI (1999) of the ground floors,Challenge storefronts, transit and civic uses that will storefronts, restaurant or bar/lounge, public functions and other ground support the public spaces andWorking ensure alongside their the success. City of Detroit, With PPS our was expertise tasked to develop in a vision for anfloor empty uses concrete that bring vitality to plazas and streets, and enhance the success Client island less than two acres in size that had historically functioned as the heart of downtown. Though it Detroitplaza Mayor’s and street Taskforce; design, parks,was stillpublic the origin markets, from which libraries all addresses and publicand numbered buildings, streets in Detroit begin,of the barren retail site and other commercial uses. Detroitwe can 300 bring a holistic approachwas surrounded to an entire by lanes development. of traffic and effectively cut off from surrounding communities.—— Benchmarks: The vision PPSfor has built a vast library of case studies of successful the project was to reclaim the concrete island and, in the Mayor’s own words, create “the best public Reference space in the world.“ public spaces and downtown districts from around the world. We also RobertKEY PROFESSIONAL Gregory ASSIGNED research additional benchmarks that could be useful to the project team. Downtown Detroit Partnership Process 600Copies Renaissance of Resumes Center, Suite and QualificationsPPS worked with community organizations and various stakeholders to create aThe concept benchmarking plan for a helps us ensure that the development team and the 1740Resumes Detroit, including MI 48243 qualificationsnew urban and park prospective that would attract roles people can daybe found and night following and provide activities forstakeholders different ages and together create and maintain a consistent, shared vision. 313.566.8250this narrative. types of groups all year round. PPS’s design suggestions envisioned an entire district of public uses to tie the park into a larger revitalization effort as well as features catering to Detorit’s diverese audiences. Management EXPERIENCE PPS has extensive experience assisting development teams and municipal Outcomes In-house Capabilities The $20 million park has spurred nearly $500 million in real estate investements,agencies including in 2.24developing an effective implementation and public space million square feet of new or renovated space that has opened or is under construction on the lots We provide services related to the planning, programming, management management strategy. We have learned from our 40 years of experience that fronting Campus Martius. 300 new condos and apartments were built or aremanagement planned within the contributes as much as 80% to the success of a park or main and design of public spacesimmediate that integrate area. Most all significantly, of the uses the Compuwarefor a mixed-use computer firm moved its headquarters and 4,000 development and fitting it employeeswithin the from surrounding the outskirts to acommunity. new building on theWe square.assist inAnother key accomplishmentstreet. Indeed, of it could be more important than design in ensuring that a Campus Martius has been its ability to attract visitors of all kinds, including thosespace from is safe,the suburbs comfortable - and well-used. the quality of the space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (and the metropolitan region at large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 78 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Subcontracting Relationships We have a working relationship with some of the top-most manufacturers of public space amenities including Landscape Forms, Fermob, and Street Life.

We have been working on plans for "lighter, quicker, cheaper" or interim public space improvements and in that context we would specify lighter amenities, shade options, portable play equipment (i.e. imagination playground), planters, surface materials, etc. This experience will be of benefit to the proposed plaza as designs evolve and materials and amenities are being selected.

Houston Discovery Green included an underground parking garage, a restaurant with Total Square Feet of Urban Projects Financed/Developed the Last 10 a rooftop meeting room and terrace available for community events, private parties, Years fundraisers, etc.; a cafe with terrace and a mini-library branch with an outdoor reading PPS does not finance nor directly develop public spaces, but has touched over room all shown in this view. 3000 communities across the US in 50 all states, and 43 countries worldwide. Project for Public Spaces

Total Projects the Last 10 Years – Case Study with Type / Nature Of Project and Principal Contact On the Project Case studies with relevant detail can be found following this narrative.

Other Relevant Experience Project for Public Spaces has been stressing the role of management in the success of any public space. In fact we believe that 80% of the success comes from good management. Over the years, we have been an advocate for flexibility in public space management, and exploring the model that fits best with a particular space and a particular city. In 2000, they published the book Public Parks, Private Partners exploring the different models of involvement. In addition to being simply a great place to eat lunch for the thousands of nearby office workers, more than 200 events, ranging from the Detroit International Jazz Festival to a story hour forSince, kids, are hPPSeld throughout has worked the year. The swithquare’s popularityits clients also extends on todeveloping the winter months. managementThe ice rink is open and crowded plans, 125 days a year. Temporary art installation of social practice art engaging Houston school children in exploring management structures, staffing needs, pro-forma budgets and Discovery Green. Project for Public Spaces funding opportunities with a variety of public space stakeholders.

PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM Detroit, MI (1999) Challenge See lead developer, CA Ventures,Working response alongside. the City of Detroit, PPS was tasked to develop a vision for an empty concrete Client island less than two acres in size that had historically functioned as the heart of downtown. Though it Detroit Mayor’s Taskforce; was still the origin from which all addresses and numbered streets in Detroit begin, the barren site DetroitLitigation, 300 administrativewas or surroundedregulatory by lanes proceedings of traffic and effectivelypending cut and off from within surrounding communities. The vision for the last 5 years where thethe Firm project or was any to ofreclaim the the professional concrete island teamand, in the were Mayor’s own words, create “the best public Reference space in the world.“ Robertnamed Gregory a party DowntownNone of Detroitthe aforementioned Partnership Process are relevant for Project for Public Spaces. 600 Renaissance Center, Suite PPS worked with community organizations and various stakeholders to create a concept plan for a 1740 Detroit, MI 48243 new urban park that would attract people day and night and provide activities for different ages and 313.566.8250 types of groups all year round. PPS’s design suggestions envisioned an entire district of public uses to tie the park into a larger revitalization effort as well as features catering to Detorit’s diverese audiences. Campus Martius added a beach in 2013 as a special feature to energize the use of the Outcomes south lawn. In its 3rd year, the beach is now a huge draw for a vast array of users who The $20 million park has spurred nearly $500 million in real estate investements, including 2.24 million square feet of new or renovated space that has opened or is under cwereonstruction rarely on seen the lots in downtown Detroit in the past. fronting Campus Martius. 300 new condos and apartments were built or areProject planned for within Public the Spaces immediate area. Most significantly, the Compuware computer firm moved its headquarters and 4,000 employees from the outskirts to a new building on the square. Another key accomplishment of Campus Martius has been its ability to attract visitors of all kinds, including those from the suburbs - the quality of the space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (and the metropolitan region at large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 79 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Elena Madison EleVICE PRESIDENTna Madison VICE PRESIDENT

Phone: 212.620.5660, ext. 325

Email: [email protected] Elena Madison is a veteran placemaker at PPS, an urban planner with rich experience in the planning and design of parks, plazas and community anchors. She has a passion for working with people in communities to build a shared vision and to create the active and diverse public spaces that reinforce a community’s sense of pride and ownership. Elena Madison is a veteran placemaker at PPS, an urban planner with rich experience in the planning and design of parks, plazas and community anchors. She has a passion for working with people in communities to buildIn thea shared fourteen vision years since and she to joined create PPS, the Elena active has directed, and diverse managed public and participated spaces that in many reinforce of PPS’ amost community exciting projects’s sense in of pridedowntown and ownership revitalization,. park and plaza planning, campus and cultural center development, as well as in international training and technical assistance initiatives. In the fourteen years since she joined PPS, Elena has directed, managed and participated in many of PPS’ mostCurrently, exciting Elena projects is working in ondo awn numbertown ofrevitalization parks, squares,, waterfrontspark and plazaand cultural planning, institution campus planning and projects cultural that encompasscenter devecollaborativelopment, visioning,as well asconcept in international development as training well as management and technical and programmingassistance ideasinitiatives. for the public spaces that are being created. She is working closely with designers, economic development experts and public space managers from other organizations PROFESSIONALto seamlessly bring the EXPERIENCE concepts developed in the public visioning process through design development and further. Currently, Elena is working on a number of parks, squares, waterfronts and cultural institution planning projectsHer most that recent encompass work includes collaborative placemaking initiativesvisioning, in Detroit’sconcept Belle development Isle and Campus as Martius, well as at management the Virginia Museum and of Fine programmingArts in Richmond; ideas at Houston’sfor the public Central spacesLibrary; on that Astor are Place being in New created. York City; She and Travisis working Park in closelySan Antonio. with She designers, has been a core economic development experts and public space managers from other organizations to seamlessly bring the member of PPS’ team collaborating with Southwest Airlines and local partners in the Heart of the Community program offering concepts developed in the public visioning process through design development and further. technical assistance and support for public space revitalization. Elena is heading up a collaboration between PPS, OCLC and Redbox Heron most Outside recent the Box, work a community includes initiative placemaking sponsored initiatives by Redbox into bringDetroit’s people Belle together Isle for and free, Campus fun, public Martius, entertainment at the In addition to being simply a great placeVir to giniaeatexperiences lunch for Museum the thous ainnds theof nearby of public office Fine workers, spaces Arts more than inin 200and Richmond; events around, ranging from their th eat Detroit libraries. Houston’s International In Jazz 2014, Festival Central toshe a story worked hour Library; with on twenty Astor two Place libraries in inNew small York communities City; and for kids, are held throughout the year.Travis The square’sto facilitate popularityPark alinso Placemaking extends San to the Antonio. winter m ideas,onths. Th Shee andice rink isadvisehas open and been c onrowded event 125 a da coreys design a year. member and management. of PPS’ teamElena is collaborating also managing PPS’with international Southwest training Airlines andand local technical partners assistance in the program Heart for of Central the Commu and Easternnity Europe program focusing offering on building technical local knowledge assistance and andcapacity support with a forcurrent public spacepilot revitalization. intervention in Warsaw, Elena Polandis heading which upincludes a collaboration the design, programming between PPS,and deployment OCLC and of Redboxa mobile library on Outside environment the Box, to a communityactivate selected initiative public sponsored spaces in the by Polish Redbox Capital. to bring people together for free, fun, public entertainment experiences in the public spaces in and around their libraries. In 2104 she worked with twenty two libraries in Detroit, MI (1999) Challenge small communities to facilitate Placemaking ideas, and advise on event design and management. Elena is also —— AWorking placemaking alongside theconcept City of Detroit, and functional PPS was tasked program to develop of a uses vision for for anWolska.Lab empty concrete public spaces, a new development with public plazas in Client managingisland lessPPS’ than internationaltwo acres in size that hadtraining historically and functioned technical as the heart assistance of downtown. Though program it for Central and Eastern Europe Detroit Mayor’s Taskforce;focusingWarsaw,was stillon the building Poland origin from (current) whichlocal all addressesknowledge and numbered and streetscapacity in Detroit with begin, athe current barren site pilot intervention in Warsaw, Poland which Detroit 300 was surrounded by lanes of traffic and effectively cut off from surrounding communities. The vision for includes—— Athe placemaking project the wasdesign, to reclaim plan programming theand concrete conceptual island and, designand in the deployment Mayor’sfor the own campus words, of createof a the mobile “the Virginia best public li Museumbrary environment of Fine Arts, Richmond, to activate VA (2012 selected - current) public Reference spacesspace in inthe the world.“Polish Capital. Robert Gregory —— A placemaking plan and short-term “lighter, quicker, cheaper” implementation strategy for Houston Central Library, Houston, TX Downtown Detroit PartnershipElena(2012 Processhas been- current) the keynote speaker, presenter and trainer at numerous national and international 600 Renaissance Center, Suite PPS worked with community organizations and various stakeholders to create a concept plan for a conferences, seminars and trainings. Her most recent engagements include lectures, trainings and technical 1740 Detroit, MI 48243 —— Anew program urban park and that concept would attract plan people for day the and public night andspaces provide of activities the Stanford for different University ages and Medical Center at Stanford University, CA (2013) 313.566.8250 assistancetypes of groupsin Pittsburgh all year round. atPPS’s the design Placemaking suggestions envisioned Leadership an entire district Council of public uses (2014); in NYC at the International Downtown Association—— Ato program tie the parkconference andinto a conceptual larger revitalization (2013); design effort in of as Bratislava, thewell aspublic features spaces catering Slovakia of to a Detorit’s new as library diverese a keynote and an majorto the anchor 1st International for downtown Ft. Scientific Myers, FL. (2011) audiences. Conference—— A program on and Public conceptual Spaces design (2014); for a new in Athens,civic center Greece and park at in the the UpperCrisis Kirby-Scape neighborhood Conference of Houston, (2014); TX in (2011) Kuala LumpurOutcomes and Penang, Malaysia with partners ThinkCity (2014); at Helsinki Design Week (2013). —— AThe program $20 million and park conceptual has spurred nearly design $500 the milli onChehalem in real estate Cultural investements, Center including civic 2.24square in Newberg, OR (Summer 2010) —— Amillion program square andfeet of concept new or renovated plan for space the that public has opened spaces or isof under the newconstruction Graduate on the Businesslots School at Stanford University, CA (2009) fronting Campus Martius. 300 new condos and apartments were built or are planned within the —— Aimmediate plan for area. the Most revitalization significantly, the through Compuware placemaking computer firm andmoved public its headquarters art of the and public 4,000 spaces around the Bronx River Art Center (2008) Resumeemployees – Elena from the Madison outskirts to a new building on the square. Another key accomplishment of Page 1 of 2 Campus Martius has been its ability to attract visitors of all kinds, including those from the suburbs - the quality of the space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (and the metropolitan region at large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 80 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Alessandra Galletti LANDSCAPE ARCHITECT

Alessandra is a registered Landscape Architect with a broad range of experience in architectural and urban design, in both the public and private sectors, designing public spaces that work for people. Alessandra’s role at PPS is to integrate and support PPS’s approach of collaboration with communities, with the technical and design skills acquired from her many years of practice and successful project implementation.

She worked as a consultant on a number of PPS’s projects from 2003 to 2007, helping PPS and their clients transitioning the vision and the concepts agreed upon in community workshops into drawings and sketches. This step gives a clear vision to the planning process and is necessary to achieve the realization of good public spaces. Alessandra joined PPS full-time in 2007 as Senior Associate at PPS and Director of Design. As Senior Associate at PPS and Director of Design, Alessandra directs PPS’s work on public spaces and parks, and she is facilitating community workshops that engage the public in the planning process. Her projects have ranged from master plans for new town centers and adaptive reuse of industrial sites, to waterfront and urban park designs to public market districts. —— San Antonio, TX Downtown Transportation study, in collaboration with Pape- Dawson engineering-Team leaders. (2012) PPS organized public outreach for this project to generate enthusiasm for creating placemaking opportunities in Downtown San Antonio. PPS helped in creating a vision for several busy commercial streets downtown San Antonio, as the Houston Street corridor (Alamo), the Torch (Alamo street and Commerce), the Main Library (San Pedro,, Navarro streets) and Main Street and Soledad Street corridor. PPS identified place making opportunities, and assisted the City with the passing of the Bond Program at the same time. In addition to being simply a great place to eat lunch for the thousands of nearby office workers, more than 200 events, ranging from the Detroit International Jazz Festival to a story hour for kids, are held throughout the year. The square’s—— Virginia popularity al soMuseum extends to the winterof Fine months. Arts, The ice Richmond, rink is open and crowded VA 125(2012 days a year– .current) - PPS is currently working on the public spaces and beautiful grounds existing around this prestigious institution. The VMFA asked PPS assistance in creating consensus on how to use the outdoor public spaces and in creating a sense of campus. —— 12 Street Commmons, MCV Campus, Virginia Commonwealth University, Richmond VA (2012) Placemaking Concept Plan for

Detroit, MI (1999) aChallenge new public space created by the 12th Street closure in front of the medical school and the student union in the heart of VCU UniversityWorking alongside in Richmond the City of Detroit, Virginia. PPS was tasked to develop a vision for an empty concrete Client island less than two acres in size that had historically functioned as the heart of downtown. Though it Detroit Mayor’s Taskforce; —— Awas Revitalization still the origin from Plan which for al lthe addresses Hamlet and of numbered Hillsdale, streets New in Detroit York. begin, Developed the barren a site vision for the Hamlet that includes making it more Detroit 300 walkable,was surrounded traffic by lanes calming of traffic along and effectively two state cut off highways, from surrounding creating communities. spaces The and vision visible for activities along them, attracting new businesses the project was to reclaim the concrete island and, in the Mayor’s own words, create “the best public Reference andspace enhancing in the world.“ private properties. (2010) Robert Gregory Downtown Detroit Partnership —— MeredithProcess US 3/NH 25- Improvements Transportation Planning Study (2009) Program and conceptual design to create 600 Renaissance Center, Suite placemakingPPS worked with alongcommunity the organizations busy US 3 and and various NH 25, stakeholders highways to create that a connect concept plan the for town a of Meredith to its beautiful and busy waterfront. 1740 Detroit, MI 48243 new urban park that would attract people day and night and provide activities for different ages and 313.566.8250 —— Thetypes Grand of groups Army all year Plaza round. Coalition PPS’s design (GAPCo) suggestions circulation envisioned study an entire for district the ofPlaza public following uses community and stakeholders workshops. (2009)to tie the PPSpark intofacilitated a larger revitalization a community effort as workshop well as features for cateringGAPCo to called Detorit’s “Rethinking diverese Grand Army Plaza”. Recently, the Department of audiences. Transportation announced a plan to add several crosswalks, raised islands, and traffic flow reconfigurations to the southeastern cornerOutcomes of Grand Army Plaza, which is in line with the vision expressed in PPS’s findings. The $20 million park has spurred nearly $500 million in real estate investements, including 2.24 —— Shemillion is squarecurrently feet of working new or renovated on several space thatsquares has opened and ormain is under street construction redesigns: on the Sundancelots Square and Main Street, Fort Worth, TX; Village fronting Campus Martius. 300 new condos and apartments were built or are planned within the Green,immediate New area. Haven Most significantly, CT; College the Compuware Park in Toronto, computer Canada. firm moved its headquarters and 4,000 employees from the outskirts to a new building on the square. Another key accomplishment of Campus Martius has been its ability to attract visitors of all kinds, including those from the suburbs - the quality of the space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (and the metropolitan region at large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 81 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

In addition to being simply a great place to eat lunch for the thousands of nearby office workers, more than 200 events, ranging from the Detroit International Jazz Festival to a story hour for kids, are held throughout the year. The square’s popularity also extends to the winter months. The ice rink is open and crowded 125 days a year. Campus Martius LOCATION Challenge Detroit, Michigan Working alongside the City of Detroit, PPS was tasked to develop a vision for an empty concrete island less than two acres in size that had historically functioned as the heart of downtown. Though it was still the origin from which all addresses Detroit, MI (1999) Challenge and numbered streets in Detroit begin, the barren site was surrounded by lanes of traffic and effectively cut off from Working alongside the City of Detroit, PPS was tasked to develop a vision for an empty concrete surrounding communities. The vision for the project was to reclaim the concrete island and, in the Mayor’s own words, Client createisland “the best less public than space two inacres the world.“in size that had historically functioned as the heart of downtown. Though it In adDetroitdition to being Mayor’ssimply a great place Taskforce; to eat lunch for the thousands of nearby wasoffice workers, still more the than origin 200 events , ranginfromg from which the Detroit al Internationall addresses Jazz Festival toand a story hournumbered streets in Detroit begin, the barren site for kids, are held throughout the year. The square’s popularity also extends to the winter months. The ice rink is open and crowded 125 days a year. Detroit 300 Processwas surrounded by lanes of traffic and effectively cut off from surrounding communities. The vision for PPS workedthe project with community was to reclaim organizations the concrete and various island stakeholders and, in the to Mayor’s create a conceptown words, plan forcreate a new “the urban best park public that Reference wouldspace attract in people the world.“ day and night and provide activities for different ages and types of groups all year round. PPS’s design Robert Gregory suggestions envisioned an entire district of public uses to tie the park into a larger revitalization effort as well as features Detroit,Downtown MI (1999) Detroit PartnershipChallenge cateringProcess to Detroit's diverse audiences. Working alongside the City of Detroit, PPS was tasked to develop a vision for an empty concrete Client600 Renaissance Center,island Suiteless than two acresPPS in sizeworked that had withhistorically community functioned as organizations the heart of downtown. and Though various it stakeholders to create a concept plan for a Detroit1740 Mayor’s Detroit, Taskforce; MI 48243was still the originOutcomes fromnew which urban all addresses park and that numbered would streets attract in Detroit people begin, the day barren and site night and provide activities for different ages and Detroit 300 was surroundedThe by $20lanes millionof traffic and park effectively has spurred cut off from nearly surrounding $500 communities. million in Thereal vision estate for investments, including 2.24 million square feet of new 313.566.8250 the project was to reclaimtypes the concrete of groups island and,all yearin the Mayor’s round. own PPS’s words, create design “the best sug publicgestions envisioned an entire district of public uses Reference space in the world.“or renovatedto tie the space park that into has a opened larger orrevitalization is under construction effort as on well the as lots features fronting cateringCampus Martius. to Detorit’s 300 new diverese condos and Robert Gregory apartments were built or are planned within the immediate area. Most significantly, the Compuware computer firm moved Downtown Detroit Partnership Process audiences. 600 Renaissance Center, Suite PPS worked withits communityheadquarters organizations and 4,000 and various employees stakeholders from to create the outskirtsa concept plan to fora new a building on the square. Another key accomplishment 1740 Detroit, MI 48243 new urban parkof that Campus would attract Martius people has day beenand night its and ability provide to activities attract for visitors different ofages all and kinds, including those from the suburbs - the quality of the 313.566.8250 types of groups all yearOutcomes round. PPS’s design suggestions envisioned an entire district of public uses space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (and the metropolitan to tie the park into a largerThe revitalization $20 million effort aspark well ashas features spurred catering nearly to Detorit’s $500 diverese million in real estate investements, including 2.24 audiences. region at large) that had been lacking. million square feet of new or renovated space that has opened or is under construction on the lots Outcomes fronting Campus Martius. 300 new condos and apartments were built or are planned within the The $20 million park has spurred nearly $500 million in real estate investements, including 2.24 million square feet of newimmediate or renovated area. space that Most has openedsignificantly, or is under ctheonstruction Compuware on the lots computer firm moved its headquarters and 4,000 fronting Campus Martius. 300 new condos and apartments were built or are planned within the employees from the outskirts to a new building on the square. Another key accomplishment of immediate area. Most significantly, the Compuware computer firm moved its headquarters and 4,000 employees from the outskirtsCampus to a new Martius building onhas the square.been Anotherits ability key accomplishment to attract visitorsof of all kinds, including those from the suburbs - Campus Martius has been its ability to attract visitors of all kinds, including those from the suburbs - the quality of the space attracts patrons of all demographics, fostering a sense of community in the quality of the space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (anddowntown the metropolitan Detroit region at (andlarge) that the had metropolitan been lacking. region at large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 82 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Left: Children enjoying the water sculpture fountain. Right: The .ice skating rink is a huge draw for Discovery Green, attracting nearly 80,000 users a year.

Discovery Green: Houston's Backyard LOCATION Challenge Houston, TXHouston, (2005) Texas For years,Challenge downtown Houston was an automobile-centric, placeless district without any public spaces for residents to congregate.For years, PPS was downtown hired by theHous Discoveryton was Green an automobile-centric, Conservancy to help lead placeless a public district visioning without process any in order public to spacestransform Client 12 acresfor of residents underused to green congregate. space and PPS parking was lots hired near by the the convention Discovery center Green into Conservancy an urban oasis thatto help serves lead as a villagepublic Discovery Green Conservancy green,visioning a source of process health and in orderhappiness to transform for Houstonians, 12 acres and of a windowunderused into greenthe diverse space talents and and parking traditions lots nearthat enrich the life in conventionthe city. center into an urban oasis that serves as a village green, a source of health and In adReferencedition to being simply a great place to eat lunch for the thousands of nearby happinessoffice workers, more than for 200 Houstonians, events, ranging from the Detroit and International a window Jazz Festival into to a story the hour diverse talents and traditions that enrich life in the for kids, are held throughout the year. The square’s popularity also extends to the winter months. The ice rink is open and crowded 125 days a year. Guy Hagstette Processcity. Fmr. President & Park Director PPS facilitated a series of meetings and workshops, during which participants worked together to develop a vision for Discovery Green Conservancy the park,Process and recommend attractions that would entice different people. Stakeholder meetings were also held, with 713.705.2244 downtownPPS workers,facilitated residents a series of theof meet secondings ward, and representatives workshops, during of cultural which and participantsenvironmental work organizations,ed together the to Mexican Detroit, MI (1999) Challenge [email protected] community,develop youths, a vision and others.for the The park, process and revealedrecommend a number attractions of common that concerns would entice and elements different that people. were integrated Working alongsideinto the the City concept of Detroit, for PPS the was park tasked that to develop PPS ultimately a vision for an developed empty concrete for the Conservancy, including: linkages to other downtown Client island less than two acresStakeholder in size that had meetings historically functioned were alsoas the heartheld, of downtown.with downtown Though it workers, residents of the second ward, Detroit Mayor’s Taskforce; was still the origininstitutions; from which al thel addresses desire and and numbered need for streets activities in Detroit at begin, all timesthe barren of sitethe day, week, and year; multi-functional spaces that can serve representatives of cultural and environmental organizations, the Mexican community, youths, and Detroit 300 was surroundeddifferent by lanes of purposes;traffic and effectively preservation cut off from of surroundingcertain existing communities. landscape The vision features for (mature oak trees); and children‘s activities to attract the project was to reclaimothers. the concrete The islandprocess and, in revealedthe Mayor’s own a numberwords, create of “the common best public concerns and elements that were integrated into Reference space in the world.“families. Robert Gregory the concept for the park that PPS ultimately developed for the Conservancy, including: linkages to Downtown Detroit Partnership Process other downtown institutions; the desire and need for activities at all times of the day, week, and year; 600 Renaissance Center, Suite PPS worked withOutcomes community organizations and various stakeholders to create a concept plan for a 1740 Detroit, MI 48243 new urban parkThe that park wouldmulti-functional opened attract people in Spring day andspaces 2008,night and thatand provide itcan has activities serve been for phenomenally differentdifferent ages purposes; and successful. preservation It attracted of2.3 certain million existingplus visitors landscape since 313.566.8250 types of groups all yearfeatures round. PPS’s (mature design sug oakgestions tree envisioneds); and an children‘sentire district of activiti public useses to attract families. to tie the park itsinto opening a larger revitalization in April effort2008 as through well as features 2010. catering The park to Detorit’s hosts diverese more than 800 public and private events each year, consistently audiences. attracting local patrons. In terms of economic impact, Discovery Green has catalyzed nearly $500 million dollars (completed/underway)Outcomes in nearby development; a number of residential and commercial projects have specifically noted Outcomes The $20 millionDiscovery park hasThe spurred Green park nearly asopened the $500 impetus milli inon Springin real for estate their 2008, investements, investment. and it including has been 2.24 phenomenally successful. It attracted 2.3 million million square feet of newplus or renovatedvisitors space since that its has opening opened or is in under April construction 2008 onthrough the lots 2010. The park hosts more than 800 public and fronting Campus Martius. 300 new condos and apartments were built or are planned within the immediate area. Most privatesignificantly, events the Compuware each computer year, consistent firm moved its headquartersly attracting and 4,000local patrons. In terms of economic impact, Discovery employees from the outskirtsGreen to ahas new buildingcatalyzed on the square.nearly Another $500 key million accomplishment dollars of (completed/underway) in nearby development; a Campus Martius has been its ability to attract visitors of all kinds, including those from the suburbs - the quality of the spacenumber attracts patrons of residential of all demographics, and fosteringcommercial a sense of projects community inhave specifically noted Discovery Green as the downtown Detroit (andimpetus the metropolitan for theirregion atinvestment. large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 83 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Left: Yoga in the square | Right: Sundance Square set up for a performance

From Parking Lot to Gathering Place: Placemaking in Sundance Square

LOCATION Challenge Forth Worth,Fort TX Worth, (2012) Texas Challenge Like manyLike Americanmany American cities, residents cities, ofresidents Fort Worth of thoughtFort Worth of its thought downtown of itsas andowntown area to pass as through,an area not to passas a destination itself. A lack of seating, shade, activities, and programming meant that there was little reason to stop and spend time in the Client through, not as a destination itself. A lack of seating, shade, activities, and programming meant that area. Although it was bustling with office workers during weekdays, and some events drew crowds on weekends, most of Downtown Fort Worth there was little reason to stop and spend time in the area. Although it was bustling with office workers In addition to being simply a great place to eat lunch for the thousandsthe of nearby time office itworkers, felt more desolate. than 200 events While, rangin gthere from the Detroitwere International a variety Jazz Festivalof stores to a story and hour service, the neighborhood lacked open space, places for for kids, are held throughout the year. The square’s popularity also extends to theduring winter months. weekdays, The ice rink is open and and crowded some 125 days aevents year. drew crowds on weekends, most of the time it felt desolate. While food, and other services. Reference there were a variety of stores and service, the neighborhood lacked open space, places for food, and Andy Taft, President Processother services. Downtown Fort Worth, Inc. Downtown Fort Worth brought in PPS to assist in the design of Sundance Square, a new central place for the city. PPS Detroit,ph: 817-870-1692 MI (1999) Challenge beganProcess the process by facilitating public workshops that included community stakeholders, event producers, city officials, Working alongside the City of Detroit, PPS was tasked to develop a vision for an empty concrete [email protected] Downtown Fort Worth brought in PPS to assist in the design of Sundance Square, a new central place Client island less thanand two membersacres in size ofthat the had generalhistorically public. functioned These as the discussionsheart of downtown. revealed Though a it number of issues with downtown that PPS set out to Detroit Mayor’s Taskforce; was still the originsolve from withfor which the the al l city. addressesactivation PPS and beganof numbered Sundance the streets process Square. in Detroit Basedbegin,by facilita the on barren theseting site workshops,public workshops PPS provided that suggestionsincluded community to the architects that Detroit 300 was surrounded by lanes of traffic and effectively cut off from surrounding communities. The vision for the project wasthe to reclaim squarestakeholders, the include concrete islandshade event and, structures, in producers, the Mayor’s water own city words, features, officials, create performance “the anbestd public members areas, restrooms,of the general and active public. edges, These among discussions other design Reference space in the world.“features.revealed PPS also a suggestednumber of activating issues with the square downtown with dailythat activitiesPPS set (likeout yoga),to solve a market, with the public activation art, exhibitions, of Sundance larger Robert Gregory events, and more. Downtown Detroit Partnership Process Square. Based on these workshops, PPS provided suggestions to the architects that the square 600 Renaissance Center, Suite PPS worked with communityinclude organizations shade andstructures, various stakeholders water to features, create a concept performance plan for a areas, restrooms, and active edges, among 1740 Detroit, MI 48243 new urban parkOutcomes that would attract people day and night and provide activities for different ages and 313.566.8250 types of groups all yearother round. designPPS’s design features. suggestions PPS envisioned also an s entireuggested district of activatingpublic uses the square with daily activities (like yoga), a Sundance Square opened to great acclaim in 2013. The architects created the active edges that PPS suggested by capping to tie the park into a largermarket, revitalization public effort art, as well exhibitions, as features catering larger to Detorit’s events, diverese and more. audiences. off the ends of two major streets with buildings, allowing stores to rent out the ground floor and bringing businesses into downtown. By the time the square opened, one of the buildings was already completely leased up. Based on PPS Outcomes Outcomes The $20 millionrecommendations, park has spurred nearly they$500 millialsoon addedin real estate large investements, shade structures including 2.24 and active water features to the park. That, along with their million square activationfeet of newSundance or strategy renovated Square spaceand management, that openedhas opened toor has isgreat under led c acclaimtoonstruction the creation onin the 2013. lots of a Thesuccessful architects park that created is revitalizing the active downtown edges thatForth PPS Worth. fronting Campus Martius.suggested 300 new condos by andcapping apartments off were the built ends or are of planned two withinmajor the streets with buildings, allowing stores to rent out the immediate area. Most significantly, the Compuware computer firm moved its headquarters and 4,000 employees from the outskirtsground to a floornew building and onbringing the square. businesses Another key accomplishment into downtown. of By the time the square opened, one of the Campus Martius has beenbuildings its ability towas attract already visitors of completelyall kinds, including leased those from up. the Basedsuburbs - on PPS recommendations, they also added large the quality of the space attracts patrons of all demographics, fostering a sense of community in downtown Detroit (andshade the metropolitan structures region at and large) active that had beenwater lacking. features to the park. That, along with their activation strategy and CA VENTURES/ACQUESTmanagement, has REALTY led toADVISORS/HUGHES the creation of PROPERTIES a successful | OFFERING park that MEMORANDUM is revitalizing FOR downtown THE CITY ForthOF ANN Worth. ARBOR 84 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Left: Local stakeholders participate in a visioning workshop Right: A diagram of the proposed activities for the new Civic Center Complex

Upper KirbyUpper Civic Kirby Center Civic Center Complex Complex LOCATION Challenge Houston, TXHouston, (2010) Texas Houston,Challenge TX has illustrated a commitment to Placemaking as a core strategy for creating a more livable downtown, The new Upper Kirby Civic Center bringingHouston, in PPS to TX work has on illustrated major destinations a commitment such as Discovery to Placemaking Green, Market as a Square,core strategy and Emancipation for creating Park. a more In 2010, ComplexThe visionnew offers Upper the opportunity Kirby PPS andlivable Gunda downtown, Corporation bringing were hired in by PPS the Upperto work Kirby on Managementmajor destinations District (UKMD)such as to Discovery create a fresh, Green, dynamic Market vision for both short-term and long-term improvementsCivic Center to activate Complex this central for theSquare, Upper Kirby and Civic Emancipation Center Complex. Park. The In Upper 2010, Kirby PPS neighborhood and Gunda has Corporation been steadily were attracting hired bymore the residents Upper andKirby vision offersspace forthe the district businesses.Management For a number District of years, (UKMD) the UKMD to create has been a fresh, working dynamic to find visionan anchor for usethe for Upper the civic Kirby center Civic complex Center that will In addition to being simply a great place to eat lunch for the thousandshelp of nearby make office workers, the more site than a 200district events, rangin destination,g from the Detroit includingInternational Jazz unrealizedFestival to a story hour plans for a YMCA and a theater. The planned arrival of light for kids,opportunity are held throughout the yea r.for The square’s both popularity also extends to the Complex.winter months. The iceThe rink is opeUppern and crowded Kirby 125 days neighborhood a year. has been steadily attracting more residents and businesses. short-term and long-termrail on FRichmondor a number Avenue of years,will significantly the UKMD improve has been access, working increase to the find rate an of anchorresidential use development for the civic and center spur complexa growing need for public spaces in the area. improvements to activate that will help make the site a district destination, including unrealized plans for a YMCA and a theater. this central space for the The planned arrival of light rail on Richmond Avenue will significantly improve access, increase the Process district. rate of residential development and spur a growing need for public spaces in the area. Detroit, MI (1999) Challenge Using Levy Park as an anchor, the complex aims to become the heart of the Upper Kirby neighborhood, and a signature Working alongsidepublic the space.City of Detroit, PPS developedPPS was tasked both to develop a long-term a vision for vision, an empty taking concrete into account the changes transit access will bring, and a ClientClient island less than two acresProcess in size that had historically functioned as the heart of downtown. Though it Detroit Mayor’s Taskforce; was still the originLighter, from which Quicker, all addresses Cheaper and strategynumbered streetsoutlining in Detroit low-cost, begin, the high-impact barren site interventions focused on uses, programs, and amenities DetroitUpper 300 Kirby Managementwas surroundedthat by lanescanUsing serveof traffic Levy real and effectivelycommunity Park as cut offan needs from anchor, surrounding in both the communities.the complex short andThe aims vision long tofor term. become The Placemaking the heart of concept the Upper plan builds Kirby upon the site’s the project was to reclaim the concrete island and, in the Mayor’s own words, create “the best public District and Gunda Corporation neighborhood, and a signature public space. PPS developed both a long-term vision, taking into Reference space in the world.“existing assets and expected future development including the community garden, bark park, oak allee, and ball field, Robert Gregory along withaccount future the high-density changes transit residential access and proposedwill bring, light and rail a stop.Lighter, Quicker, Cheaper strategy outlining low- Downtown Detroit Partnership Process cost, high-impact interventions focused on uses, programs, and amenities that can serve real 600Reference Renaissance Center, Suite PPS worked with community organizations and various stakeholders to create a concept plan for a 1740Jamie Detroit, Brewster,MI 48243 Executivenew urban parkOutcomes that wouldcommunity attract people needs day and nightin both and provide the shortactivities and for different long ages term. and The Placemaking concept plan builds upon the 313.566.8250 types of groups all year round. PPS’s design suggestions envisioned an entire district of public uses Director Upper Kirby site’s existing assets and expected future development including the community garden, bark park, to tie the park Basedinto a larger on revitalizationthe civic complex effort as well vision, as features a focus catering on tosustainability Detorit’s diverese and environmental issues creates a strong identity for the Management District audiences. place throughoak allee, expanding and ball the field, existing along community with future garden, high-density relocating residentialthe Urban Harvest and proposed farmers market light railto the stop. civic center, 3015 Richmond Ave., Suite 100creating a welcoming mini-plaza at the proposed light rail stop and attracting a destination restaurant that will source its Outcomes Houston, Texas 77098The $20 millionfood park fromhasOutcomes spurred the gardennearly $500 and milli market.on in real estate investements, including 2.24 million square feet of new or renovated space that has opened or is under construction on the lots (713) 524-8000 Based on the civic complex vision, a focus on sustainability and environmental issues creates a fronting Campus Martius. 300 new condos and apartments were built or are planned within the immediate area. Most significantly,strong identity the Compuware for the computer place firm through moved its headquarters expanding and the4,000 existing community garden, relocating the Urban employees from the outskirts to a new building on the square. Another key accomplishment of Campus Martius has beenHarvest its ability farmers to attract visitors market of all kinds,to the including civic those center, from the creating suburbs - a welcoming mini-plaza at the proposed light rail the quality of the spacestop attracts and patrons attracting of all demographics, a destination fostering a senserestaurant of community that in will source its food from the garden and market. downtown Detroit (and the metropolitan region at large) that had been lacking. CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 85

JOSEPH E. RABUN, AIA President, Principal

Experience / 43 years Registrations / FL and 35 other states

Education Bachelor of Architecture, Auburn University

Professional Affiliations & Certifications American Institute of Architects (AIA) National Council of Architectural Registration Boards (NCARB)

Relevant Project Experience HOTEL ARCHITECT Westin Birmingham, Birmingham, AL University of Florida Hilton, Gainesville, FL Hilton Marco Island Beach Resort and Spa, Renovations, Marco Island, FL The Westin Hilton Head Island Resort & Spa, Hilton Head Island, SC Hilton Daytona Beach (Formerly Marriott), Daytona Beach, FL Atlanta Airport Hilton, Atlanta, GA Atlanta Marriott Alpharetta (Windward), Alpharetta, GA Bridgewater Marriott, Bridgewater, CT Buckhead Marriott, Atlanta, GA The Chattanoogan, Chattanooga, TN Hilton Columbus at Easton, Easton, OH Hilton Naples, Naples, FL Douglasville Conference Center, Douglasville, GA The Newnan Centre, Newnan, GA St Regis Hotel and Residences, Atlanta, GA

1 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE relationships with consultants specializing in hospitality design, and who practice nationwide within that industry.

Legal Name: Joseph E. Rabun, Architect, d.b.a. Rabun Rasche Rector Total Square Feet of Urban Projects Financed/Developed the Last 10 Reece Years 626,900 square feet Principals: Joe Rabun Bob Rasche Within the past 10 years, Rabun Architects has received over 50 hotel or Dana Rector conference center commissions, including new, renovation, and unbuilt. This Mark Reece work includes 11 projects completed and opened and 4 new-build hotel projects currently in construction. HISTORY OF FIRM Other Relevant Experience Rabun Rasche Rector Reece, also d.b.a. Rabun Architects, has provided As the case studies will show, a large portion of Rabun Architects’ its clients with comprehensive architectural services for 35 years. In that commissions are sited in urban contexts, many with multi-layered zoning time, the firm has achieved a national reputation for design excellence on and/or master plan requirements, or subject to architectural review board projects diverse in nature and scope, from intimate renovations to complex guidelines. Rabun Architects has a history of producing sensitive designs multi‐disciplined developments, with special emphasis on hotels and JOSEPH E. RABUN, AIA which are creative, appropriate for their urban context, and respectful of conference centers. Rabun Architects has been commended for its pursuit President, Principal preexisting design constraints, and the firm is practiced at successfully of design excellence with numerous awards over the years. Considered a navigating the designs through multi-party review processes. leading architectural force withinExperience the hospitality/ 43 years industry, Rabun Architects has successfully established relationships with major international hotel and Registrations / FL and 35 other states PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM conference center operators and developers. Several projects completed by See lead developer, CA Ventures, response. Rabun Architects have been featuredEducation in architectural and hospitality‐based trade journals, another indicationBachelor of ofthe Architecture, firm’s status Auburn as Universitya leading expert in the field of hotel and conference center design. Rabun Architects operates Litigation, administrative or regulatory proceedings pending and within from a single office in Atlanta,Professional GA. Affiliations & Certifications the last 5 years where the Firm or any of the professional team were American Institute of Architects (AIA) named a party KEY PROFESSIONAL ASSIGNEDNational Council of Architectural Registration Boards (NCARB) None of the aforementioned are relevant for Rabun Architects.

Copies of Resumes and QualificationsRelevant Project Experience Resumes including qualificationsWestin and Birmingham, prospective Birmingham, roles can ALbe found following this narrative. University of Florida Hilton, Gainesville, FL Hilton Marco Island Beach Resort and Spa, Renovations, Marco Island, FL EXPERIENCE The Westin Hilton Head Island Resort & Spa, Hilton Head Island, SC Hilton Daytona Beach (Formerly Marriott), Daytona Beach, FL In-house Capabilities Atlanta Airport Hilton, Atlanta, GA Rabun Architects is purely anAtlanta architectural Marriott studio,Alpharetta providing (Windward), architectural Alpharetta, GA services in all phases of a project,Bridgewater programming, Marriott, Bridgewater, design, bidding/permitting, CT construction administration, Buckheadand post-occupancy Marriott, Atlanta, evaluation. GA The Rabun studio utilizes the latest technologiesThe Chattanoogan, to provide Chattanooga, 3D visualization, TN BIM, and digital documentation. Hilton Columbus at Easton, Easton, OH Hilton Naples, Naples, FL Subcontracting RelationshipsDouglasville Conference Center, Douglasville, GA The Newnan Centre, Newnan, GA Engineering, interior design, landscape design, and other specialty design St Regis Hotel and Residences, Atlanta, GA services are subcontracted to a team of specialty firms assembled specifically for the commission and approved by the client. Rabun has longstanding

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CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 87 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

JOSEPH E. RABUN, AIA President, Principal

Experience / 43 years Registrations / FL and 35 other states

Education Bachelor of Architecture, Auburn University

Professional Affiliations & Certifications American Institute of Architects (AIA) JOSEPH E. RABUN, AIA National Council of Architectural Registration Boards (NCARB) President, Principal

Experience / 43 years Relevant Project Experience Registrations / FL and 35 other states Westin Birmingham, Birmingham, AL

Education University of Florida Hilton, Gainesville, FL Bachelor of Architecture, Auburn University Hilton Marco Island Beach Resort and Spa, Renovations, Marco Island, FL

Professional Affiliations & TheCertifications Westin Hilton Head Island Resort & Spa, Hilton Head Island, SC American Institute of Architects (AIA) Hilton Daytona Beach (Formerly Marriott), Daytona Beach, FL National Council of Architectural Registration Boards (NCARB) Atlanta Airport Hilton, Atlanta, GA Relevant Project Experience Atlanta Marriott Alpharetta (Windward), Alpharetta, GA Westin Birmingham, Birmingham, AL University of Florida Hilton, Gainesville,Bridgewater FL Marriott, Bridgewater, CT Hilton Marco Island Beach Resort and Spa, Renovations, Marco Island, FL Buckhead Marriott, Atlanta, GA The Westin Hilton Head Island Resort & Spa, Hilton Head Island, SC Hilton Daytona Beach (FormerlyThe Marriott), Chattanoogan, Daytona Beach, FLChattanooga, TN Atlanta Airport Hilton, Atlanta, GA Hilton Columbus at Easton, Easton, OH Atlanta Marriott Alpharetta (Windward), Alpharetta, GA Bridgewater Marriott, Bridgewater,Hilton CT Naples, Naples, FL Buckhead Marriott, Atlanta, GA Douglasville Conference Center, Douglasville, GA The Chattanoogan, Chattanooga, TN Hilton Columbus at Easton, Easton,The OHNewnan Centre, Newnan, GA Hilton Naples, Naples, FL St Regis Hotel and Residences, Atlanta, GA Douglasville Conference Center, Douglasville, GA The Newnan Centre, Newnan, GA St Regis Hotel and Residences, Atlanta, GA

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CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 88 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

RICHARD ELLISON Principal

Experience / 18 years Registration / GA

Education Master of Architecture, Princeton University Bachelor of Science, Georgia Institute of Technology College of Architecture

Relevant Project Experience JOSEPH E. RABUN, AIA The Retreat at Lake Blackshear, Cordele, GA President, Principal North Carolina State University Hotel & Conference Center, Raleigh, NC Experience / 43 years Atlanta Marriott Alpharetta, Alpharetta, GA Registrations / FL and 35 other states Staybridge Stuites, Atlanta, GA Education Bridgewater Marriott, Bridgewater, NJ Bachelor of Architecture, Auburn University University of Florida Hotel & Conference Center, Gainesville, FL Professional Affiliations & Certifications The Chattanoogan, Chattanooga, TN American Institute of Architects (AIA) National Council of ArchitecturalNaples Registration Hilton, Boards Naples, (NCARB) FL

Lakeside Resort & Conference Center, Flower Mound, TX Relevant Project Experience Westin Birmingham, Birmingham,1525 AL Clifton Road, Emory University, Atlanta, GA University of Florida Hilton, Gainesville, FL Hilton Sandestin, Renovations and Additions, Sandestin, FL Hilton Marco Island Beach Resort and Spa, Renovations, Marco Island, FL The Westin Hilton Head Island Resort & Spa, Hilton Head Island, SC Hilton Daytona Beach (Formerly Marriott), Daytona Beach, FL

Atlanta Airport Hilton, Atlanta, GA Atlanta Marriott Alpharetta (Windward), Alpharetta, GA Bridgewater Marriott, Bridgewater, CT Buckhead Marriott, Atlanta, GA The Chattanoogan, Chattanooga, TN Hilton Columbus at Easton, Easton, OH Hilton Naples, Naples, FL Douglasville Conference Center, Douglasville, GA The Newnan Centre, Newnan, GA St Regis Hotel and Residences, Atlanta, GA

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CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 89 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Westin Birmingham

PROJECT DATA

Location: Birmingham, Alabama

Size: 9 Floors, 294 rooms 6,645 SF Function Space

Project Delivery Method: Turnkey by developer

Completion Date:JOSEPH E. RABUN, AIA February, 2013 President, Principal

Services Performed: Experience / 43 years Programming, Full Architectural, Registrations / FL and 35 other states Engineering, Interior Design/FF&E

Procurement; Construction Education Administration Bachelor of Architecture, Auburn University

Professional Affiliations & Certifications The Westin is part of Americana master Institute plan ofto Architects create (AIA) the Uptown Entertainment District at the existing National Council of Architectural Registration Boards (NCARB) Birmingham-Jefferson Convention Complex, home

to an area, performing arts theaters, signature dining, 220,000 s.f. ofRelevant meeting Project space, Experience and the Alabama Sports Hall ofWestin Fame. Birmingham, In concert Birmingham, with theAL city's vision for the entertainmentUniversity of Florida district, Hilton, Gainesville, The FL hotel's bold design leavesHilton Marcoa lasting Island impressionBeach Resort and ofSpa, Renovations, Marco Island, FL luxury, sophistication,The Westinand excitement. Hilton Head Island This Resort & Spa, Hilton Head Island, SC property comprises 294Hilton guest Daytona rooms, Beach (Formerly including Marriott), 7 Daytona Beach, FL suites, a beautifully appointedAtlanta Airport rooftop Hilton, Atlanta, pool, GA lobby restaurant, coffee shop,Atlanta and Marriott lease Alpharetta restaurant. (Windward), All Alpharetta, GA of these spaces were designed with a Bridgewater Marriott, Bridgewater, CT commitment to memorable, modern style. Buckhead Marriott, Atlanta, GA Hotels and conference centers present unusual The Chattanoogan, Chattanooga, TN challenges in the area of energy and water Hilton Columbus at Easton, Easton, OH efficiency. The Rabun-led design team focused Hilton Naples, Naples, FL sustained attention on these important issues, Douglasville Conference Center, Douglasville, GA leading to LEED SilverThe Certification. Newnan Centre, Newnan, GA St Regis Hotel and Residences, Atlanta, GA

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CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 90 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Fort Myers Sheraton

PROJECT DATA

Location: Fort Myers, FL

Size: 10 story, 280 guest rooms 30,000 SF+ Meeting Space 200 space integrated parking deck

Project Delivery Method: CM with GMAX JOSEPH E. RABUN, AIA Projected CompletionPresident, PrincipalDate: Spring, 2018 Experience / 43 years Services PerformedRegistrations to Date: / FL and 35 other states Programming, Schematic Design Education Bachelor of Architecture, Auburn University

Professional Affiliations & Certifications This convention hotelAmerican will be Institute one ofof Architects the (AIA) primary building componentsNational Council of ofthe Architectural Fort Registration Boards (NCARB) Myers Riverfront Development Master Plan begun in 2009. TheRelevant hotel Projectis sited Experience adjacent to the newly-createdWestin basin Birmingham, and planned Birmingham, AL entertainment district,University and isof Floridaconnected Hilton, Gainesville, FL physically and programmaticallyHilton Marco Island toBeach the Resort and Spa, Renovations, Marco Island, FL existing Harborside TheEvent Westin Center. Hilton Head The Island Resort & Spa, Hilton Head Island, SC Rabun design includesHilton a Daytona 200 spaceBeach (Formerly parking Marriott), Daytona Beach, FL deck, rooftop pool andAtlanta event Airport terrace, Hilton, Atlanta, and GA a ground-level restaurantAtlanta enjoying Marriott Alpharetta views of(Windward), Alpharetta, GA the basin, marina, andBridgewater the popular Marriott, Bridgewater, CT downtown dining andBuckhead entertainment Marriott, Atlanta, venues GA along Bay Street. ThisThe Chattanoogan, Rabun commission Chattanooga, TN demonstrates how aHilton hotel Columbus plan atcan Easton, Easton, OH successfully respondHilton to masterNaples, Naples, planning FL constraints, urban andDouglasville waterfront Conference context, Center, Douglasville, GA and local architecturalThe heritage.Newnan Centre, Newnan, GA St Regis Hotel and Residences, Atlanta, GA

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CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 91 STRUCTURAL FOUNDATION CONSULTANT 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

ORGANIZATIONAL STRUCTURE Litigation, administrative or regulatory proceedings pending and within the last 5 years where the Firm or any of the professional team were Legal Name: Carl Walker, Inc. named a party Active Litigation 1. None HISTORY OF FIRM Closed Litigation – In Prior Five Years Carl Walker, Inc., recognized as one of the most respected and experienced 1. In January 2012, Carl Walker, Inc. was named a third party defendant on companies in the nation, offers structural engineering services in new design a lawsuit filed by the owner of a mixed-use parking structure that we and restoration. We have been involved in the industry for over 25 years and designed. The plaintiff filed suit against the owner after being injured have firsthand experience in state-of-the-art structural design, evaluations/ when he jumped over a retaining wall while jogging adjacent to the restoration methods, and repair technologies. parking structure and fell into an open areaway. We believed the third party claim against us was without merit and that our defenses are Carl Walker operates seven offices nationwide staffed with structural meritorious because we did not design the road or sidewalk on which engineers, planning specialists, restoration specialists and more—and we the plaintiff was jogging nor did we design the retaining wall from continue to expand our list of satisfied clients. which he fell. We made motions for dismissal and the court dismissed us from the claim. The owner appealed our dismissal, but the Court The basic goal in our firm's consulting and design efforts is to achieve user, of Appeals upheld our dismissal. The owner then filed a Petition for owner, and community acceptance while maintaining a balance between Certiorari with the State of Georgia Supreme Court to review the Court functional design, aesthetics, and cost –both first cost and life-cycle cost. of Appeals decision. The Supreme Court denied the owner’s Petition, upholding our dismissal from the claim. Our goal is to provide you with the best possible design and restoration 2. In July 2010, Carl Walker, Inc. was named as one of five defendants on solution within budget and on time. We are dedicated and committed to a lawsuit filed by the owner of a parking structure that we provided technical excellence, timely action and the highest integrity. Continued restoration engineering services. The plaintiff alleged that the upgrading of our technical skills combined with innovation, vision and the continued deterioration of their parking structure resulted due to the latest technology helps to ensure maximum benefit to our clients. performance of our engineering services. We believed the claim was without merit and that our defenses were meritorious and that the As you work with us, you will experience a spirit of teamwork that is reflected problems in the parking structure were related to the client’s failure in our work. We are committed to providing design and restoration solutions to properly maintain the facility. We vigorously defended ourselves that exceed your expectations. We want to work with you and look forward to against this claim and in order to expeditiously and economically serving your design and restoration needs. resolve the matter; we reached an out of court settlement in October 2011 with the plaintiff and were released from the claim. KEY PROFESSIONAL ASSIGNED 3. In July 2009, Carl Walker, Inc. was named as one of four defendants on Copies of Resumes and Qualifications a lawsuit filed by the beneficiary of a man who died in an accident in Resumes including qualifications and prospective roles can be found following a parking structure. Other defendants included the parking structure this narrative. owner, parking operator, and a restoration contractor who repaired floors in the parking structure in 1998. In September 2007, the defendant apparently had a heart attack or stroke while driving out of EXPERIENCE the parking structure, causing his vehicle to suddenly go out of control Other Relevant Experience and crash through a barrier wall at the third level and fall to the street. Relevant projects can be found as a separate attachment. In 1998, we reviewed the concrete floors of this parking structure and recommended repair work to the floors be made. The barrier walls were PROVIDE FINANCIAL STATEMENTS FOR YOUR FIRM specifically excluded from the scope of our restoration engineering See lead developer, CA Ventures, response. services. We believed our defenses were meritorious and that we were not at all responsible for the unfortunate incident. We vigorously defended ourselves against this unmerited claim and in February 2011 we were dismissed by the judge presiding over the case.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 93 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS Michael Ortlieb, P.E.

Summary

Mr. Ortlieb oversees production and business development associated with new parking structure design. With 26 years of experience in parking structure design, he has served as principal-in- charge, project manager and lead structural engineer for a variety of clients. He has performed all aspects of parking structure planning, structural design and functional design.

Mr. Ortlieb previously served as Director of Restoration in which he evaluated existing parking structures, conducted economic and life-cycle cost analyses of various repair options, prepared construction documents, performed construction administration, and developed parking structure maintenance programs.

Education Relevant Project Experience Bachelor of Science in Civil Engineering (Structural) Roosevelt Parking Structure – Lansing, MI University of Michigan Detroit Arsenal Parking Structure – Warren, MI Parking Authority of River City (PARC) Parking Consulting – Louisville, KY Master of Science in Civil 4th & William Parking Structure Expansion - Ann Arbor, MI Engineering (Structural) Ann Ashley Parking Structure Expansion – Ann Arbor, MI University of Illinois Larry C. Hardy Parking Structure - Traverse City, MI Library Lane Garage – Ann Arbor, MI Registration & Organizations Weston Commerce Parking Structure – Grand Rapids, MI Michigan, Kentucky, Indiana, Miller Canfield Building Parking Structure – Kalamazoo, MI Maryland, North Carolina, New University of Kentucky Parking Structures #2, #5, #6 & #7 – Lexington, KY Jersey, NCESS Forest Avenue Parking Structure – Ann Arbor, MI Western Kentucky University Parking Structure – Bowling Green, KY Roles & Responsibilities Purdue University Parking Structure – Hammond, IN Principal-in-Charge Western Michigan University Parking Structure – Kalamazoo, MI Valparaiso University Parking Structure - Valparaiso, IN University of Michigan Thompson Street Parking Structure – Ann Arbor, MI Henry Ford Community College Parking Improvements – Dearborn, MI J.W. Marriott Hotel Parking Structure – Grand Rapids, MI Lutheran Hospital North & South Parking Structures – Ft. Wayne, IN Michigan Street Parking Structure – Grand Rapids, MI VA Caribbean Healthcare System Parking Structure – San Juan, PR Richard L. Roudebush VA Medical Center Garage – Indianapolis, IN Penn National Gaming Casino Parking Structure – Kansas City, MO Kauffman Center for the Performing Arts Parking Structure – Kansas City, MO Memorial Hospital of South Bend - South Bend, IN Townsend Parking Structure - Lansing, MI Gerald R. Ford International Airport - Grand Rapids, MI Dayton International Airport - Dayton, OH

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 94

3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS Josh Rozeboom, P.E.

Summary

Mr. Rozeboom has been involved in all design phases for new parking structures, including cast-in- place concrete, precast concrete and structural steel structures. He is experienced in and responsible for structural design and project management.

His experience encompasses all aspects of the project from start to finish, including schematic design concepts, construction cost estimates, structural system selection, preparation of construction documents, construction administration, and resident construction administration.

Relevant Project Experience

Education J.W. Marriott Parking Structure – Grand Rapids, MI Bachelor of Science, Monarch Landing Retirement Community Parking Structure – Naperville, IL Civil Engineering, Michigan State University Grand River Ave. Parking Structure – Lansing, MI Tri-State University University of Kentucky #6 – Lexington, KY

University of Kentucky #7 – Lexington, KY Registration & Organizations Western Kentucky University Parking Structure – Bowling Green, KY Michigan, Minnesota, Wisconsin, University of Michigan Thompson Street Parking Structure – Ann Arbor, MI Oklahoma, Rhode Island University of Michigan Thayer Building – Ann Arbor, MI

Michigan Street Parking Structure – Grand Rapids, MI Roles & Responsibilities Davis Brown Tower Parking Structure – Des Moines, IA Project Manager Miller Canfield Building & Parking Structure – Kalamazoo, MI Library Lane Underground Parking Structure - Ann Arbor, MI LaCrosse Parking Structure Expansion – Lacrosse, WI Green Street Parking Structure – Ithaca, NY 4th & William Parking Structure Expansion – Ann Arbor, MI 4th & William Parking Structure Stairs/Elevator Replacement – Ann Arbor, MI Ann Ashley Parking Structure Expansion – Ann Arbor, MI Holland Community Hospital Expansion – Holland, MI Hollywood Casino Lawrenceburg Parking Structure – Lawrenceburg, IN Gerald R. Ford Int’l Airport Parking Structure – Grand Rapids, MI Gerald R. Ford Int’l Airport Parking Structure Roof – Grand Rapids, MI Accident Fund Parking Structure – Lansing, MI Essentia Health Parking Structure – Duluth, MN Gerald R. Ford International Airport (Resident Engineer) – Grand Rapids, MI Lynx Blue Line Extension Parking Structures – Charlotte, NC DTA Multi-Modal Transportation Facility – Duluth, MN Plaza Towers Parking Structure Basement Reconstruction – Grand Rapids, MI Arena Place – Grand Rapids, MI Gallery at Fulton (Owner’s Representation) – Grand Rapids, MI

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 95

3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS Gailius Vasonis, P.E.

Summary

Mr. Vasonis has served on a variety of engineering projects and investigations as project manager and/or structural engineer. His project involvement has ranged in scope from specialized investigations and design solutions conducted for private clients to participation in the design of large-scale parking facilities.

In addition, his duties and responsibilities have included the preparation of design documents, issuance of investigative reports, and participation in job site observations. He has accumulated experience in the structural analysis and design of conventionally reinforced concrete buildings, cast-in-place post-tensioned and precast concrete parking facilities, and structural steel buildings. Education Bachelor of Science in Civil Additionally, Mr. Vasonis has gained extensive experience as a resident engineer during Engineering, University of construction of projects on which he served as project engineer. Illinois

Master of Science in Civil Relevant Project Experience Engineering, University of Michigan Boston Logan International Airport Parking Structure – Boston, MA Louisville International Airport Parking Structure – Louisville, KY Registration & Organizations Dayton International Airport - Dayton, OH Michigan Dayton Street Parking Structure Expansion – Madison, WI LaCrosse Center Parking Structure – LaCrosse, WI Roles & Responsibilities Technology Village Parking Structure – Duluth, MN Sr. Structural Engineer Duluth Entertainment Convention Center Parking Structure – Duluth, MN Duluth Entertainment Convention Center Structure Expansion – Duluth, MN Munson Medical Center Parking Structure – Traverse City, MI Holland Hospital – Holland, MI Holland Hospital Expansion - Holland, MI West Michigan Cancer Center – Kalamazoo, MI Mary Free Bed Hospital Parking Structure – Grand Rapids, MI St. Joseph Regional Medical Center Parking Structure – Paterson, NJ Essentia Health Parking Structure - Duluth, MN University of Iowa Hospitals & Clinics Garage Replacement - Iowa City, IA Michigan State University Grand River Ave. Parking Structure – East Lansing, MI Forest Avenue/University of Michigan Parking Structure – Ann Arbor, MI University of Michigan Thayer Academic Building – Ann Arbor, MI University of Michigan Computer Science/Engineering Building - Ann Arbor, MI Grand Valley State University’s L.V. Eberhard Center – Grand Rapids, MI Grand Valley State University Health Professions Garage - Grand Rapids, MI Michigan Street Parking Structure – Grand Rapids, MI Kauffman Center for the Performing Arts Parking Structure – Kansas City, MO University of North Carolina Craige Parking Deck Expansion -- Chapel Hill, NC University of North Carolina-Charlotte Deck J - Charlotte, NC Library Lane Garage -- Ann Arbor, MI Billings Park - Billings, MT Oakland Community College – Royal Oak, MI Arcadia Parking Structure – Kalamazoo, MI Western Michigan University Parking Structure – Kalamazoo, MI Memorial Hospital of South Bend Parking Structure – South Bend, IN Gerald R. Ford International Airport Parking Structure – Grand Rapids, MI

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 96 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Library Lane Parking Structure

LOCATION The 745-space Library Lane underground parking structure is part of a redevelopment project that includes new Ann Arbor, Michigan parking spaces, water mains, electrical capacity upgrades, a service alley, a new midblock street, and extensive street improvements. The site has been designed to accommodate different types of future development atop DEVELOPMENT TEAM Carl Walker, Inc. – Structural the parking structure, including a civic plaza, surface parking lot, pedestrian-friendly roadway or a potential Engineer, Parking Consultant 18-story building. The parking structure design features an enhanced wayfinding system, natural light, Luckenbach Ziegleman segregated pedestrian access, and vehicular express ramps. Associates - Architecture The Green Parking Council (GPC) recently awarded this structure as a “GPC Demonstrator Site,” a parking facility PROJECT COST whose owners committed to utilizing environmentally-responsible technologies and practices. Sustainable $45,000,000 features include energy-efficient lighting, natural light below ground by utilizing “light cannons,” reuse of excavated soil, electric vehicle charging stations, recycled concrete materials, admixtures and rebar, and on-site storm water detention.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 97 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Miller Canfield Building Parking Structure

LOCATION The 153,617-square-foot Miller Canfield building includes a 142-space parking structure that provides the Kalamazoo, Michigan structural base for the four-story office building above, two levels of which are occupied by the law firm of Miller Canfield Paddock & Stone. The office lobby is set back from the southwest corner of the site at the intersection DEVELOPMENT TEAM Carl Walker, Inc. – Structural and an exterior entry plaza is located above the underground parking. Prominent building features include the Engineer, Parking Consultant glass atrium and use of limestone and granite to disguise the above grade parking levels. Eckert Wordell – Architecture Carl Walker, Inc. served as structural engineer for both the underground parking structure as well as the office CSM Group – Construction building above. Manager

PROJECT COST Integrating the office space and parking required coordination of important design issues, such as the $25,000,000 architecture, pedestrian access, vehicle access and control, structural system framing, structural clearances, utilities, building services, security and ventilation. Significant design challenges included tight site constraints, a neighboring building under simultaneous construction, a high water table and construction of the cast-in- place concrete parking structure through the winter.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 98 3 DEVELOPER / DEVELOPMENT TEAM QUALIFICATIONS

Arena Place

LOCATION Construction is proceeding for Arena Place, a $45 million, 200,000-square-foot mixed-use development located Grand Rapids, Michigan along Ottawa Avenue that will feature an 11-story office tower, 100 apartments, retail, restaurants and a four- story, 286-space parking structure. DEVELOPMENT TEAM Carl Walker, Inc. – Parking Consultant & Structural Engineer Parking is elevated and accessed with an express ramp at the rear of the building to maximize overhead Concept Design - Architecture clearances and frontage for the grade-level retail and restaurants. The cast-in-place concrete fifth level serves as a transfer floor for the cold-formed steel-framed residential building and base for the structural steel-framed PROJECT COST office building. TBD The apartment building will be finished by the end of 2015 and the office tower will be occupied by April 2016.

CA VENTURES/ACQUEST REALTY ADVISORS/HUGHES PROPERTIES | OFFERING MEMORANDUM FOR THE CITY OF ANN ARBOR 99 OWNERSHIP OBJECTIVES AND FINANCIAL 4 DETAILS